UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 1, 2015
 

 
Apple Hospitality REIT, Inc.
(Exact name of registrant as specified in its charter)
 

 
Virginia
 
000-53603
 
26-1379210
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
814 East Main Street, Richmond, Virginia
 
23219
(Address of principal executive offices)
 
(Zip Code)
 
(804) 344-8121
(Registrant’s telephone number, including area code)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Item 7.01 and Item 9.01 of Form 8-K.
 
Item 7.01.
Regulation FD Disclosure.
 
On June 1, 2015, the Company issued its interim report to shareholders for the quarter ended March 31, 2015 (the “Shareholders’ Report”) to the shareholders of the Company as of that date.
 
In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be set forth by specific reference in such filing.
 
The Shareholders’ Report is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The tender offer is being made only pursuant to the offer to purchase, letter of transmittal and related materials the Company has distributed to its shareholders and filed with the Securities and Exchange Commission (the “SEC”).  The full details of the tender offer, including complete instructions on how to tender shares, are included in the offer to purchase, the letter of transmittal and other related materials, which the Company has published and sent to shareholders. Shareholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials because they contain important information, including the terms and conditions of the tender offer. Shareholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials at the SEC’s website at www.sec.gov or the Company’s website at www.applehospitalityreit.com.
 
Item 9.01.
Financial Statements and Exhibits.
 
a. Financial statements of businesses acquired.
 
None.
 
b. Pro forma financial information.
 
None.
 
c. Shell company transaction.
 
Not Applicable.
 
d. Exhibits.
     
Exhibit 99.1
  


 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Apple Hospitality REIT, Inc.
   
By:
/s/ Justin G. Knight
 
Justin G. Knight
President and Chief Executive Officer
   
 
June 1, 2015
 
 
 
 
 
 

ex99-1.htm
Exhibit 99.1
 
GRAPHIC
 
 
 

 
 
    Dear Shareholder  
 
   graphic  
Greetings from Apple Hospitality REIT, Inc. (the “Company” or “Apple Hospitality”). We recently wrote to inform you of our intention to list the common shares of Apple Hospitality on the New York Stock Exchange (NYSE) under the ticker symbol “APLE” and on May 18, 2015, we completed the listing process and the Company’s shares are now trading on the NYSE. The decision to list Apple Hospitality’s common shares on the NYSE was the result of careful consideration by management, together with our Board of Directors and in consultation with our financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated. Based on the current capital markets environment, we believe the listing will provide Apple Hospitality with a strong platform from which to maximize the value of your shares. Being listed also provides you the opportunity to make your own investment decisions with respect to liquidity or continued ownership of Apple Hospitality’s common shares. As a publicly traded company, we intend to operate with the same guiding principles of providing our shareholders with attractive distributions and maximizing shareholder value.
 
 
   
During the first quarter of this year, the hotel industry continued to post gains in performance. As compared to the same period of 2014, our portfolio of hotels achieved increases in Comparable Hotel(C) occupancy, average daily rate (ADR) and revenue per available room (RevPAR) of approximately three, five and eight percent, respectively. Comparable Hotel occupancy, ADR and RevPAR were 74.0 percent, $126.56 and $93.69, respectively, for the three month period ended March 31, 2015. Hotel industry analysts and the Company anticipate demand for lodging and nightly rates will continue to improve and have forecast a mid to upper-single digit percentage increase in RevPAR for 2015 as compared to 2014.  
 
During the first quarter of 2015, we completed the previously disclosed sale of 18 properties for approximately $206 million and recognized a gain on sale of approximately $16 million. A portion of the proceeds from the sale was used to reduce the Company’s outstanding balance on its revolving credit facility. The Company plans to use the increased availability under its revolving credit facility and cash on hand to purchase additional hotel properties and fund hotel renovations. The Company currently has contracts to purchase four hotels with a combined purchase price of approximately $127 million.  
 
Modified funds from operations (MFFO)(B) for the first quarter of this year totaled $62.8 million, or $0.17 per share(A). MFFO for the same period of 2014 totaled $44.7 million, or $0.18 per share(A). As a result of the dispositions discussed above and the Company’s mergers with Apple REIT Seven, Inc. and Apple REIT Eight, Inc. in the first quarter of 2014, it is our expectation that year-over-year comparisons will become more meaningful over time. During the first quarter of 2015, the Company paid $0.17 per share(A) in distributions. As a publicly traded company, Apple Hospitality’s Board of Directors anticipates that the Company will continue to pay distributions on a monthly basis, and has authorized a monthly distribution at an annual rate of $1.20 (equivalent to $0.60 pre-reverse split) per common share. This new distribution rate will be payable effective with the planned June 15, 2015 distribution to shareholders of record at the close of business on May 29, 2015. The Board of Directors, in consultation with management, will continue to regularly monitor the Company’s distribution rate relative to the performance of its hotels, capital improvement needs, varying economic cycles, acquisitions and dispositions. At its discretion, the Board of Directors may make adjustments as determined to be prudent in relation to other cash requirements of the Company.  
 
Apple Hospitality’s commitment to maximizing shareholder investments will continue to guide our strategic business decisions and we look forward to our future. For additional information about the Company, we refer you to Apple Hospitality’s website at www.applehospitalityreit.com and public filings with the Securities and Exchange Commission also available at www.sec.gov. As always, thank you for your investment in Apple Hospitality.  
 
Sincerely,
 

   
graphic
 
Glade M. Knight,
Executive Chairman
graphic
Justin G. Knight,
President and Chief Executive Officer
 
 
 
 

 
 
STATEMENTS OF OPERATIONS   (Unaudited)
           
   
Three months ended
   
Three months ended
 
(In thousands except statistical data)
 
March 31, 2015
   
March 31, 2014
 
REVENUES
           
Room revenue
  $ 192,013     $ 125,442  
Other revenue
    18,339       11,679  
Total revenue
  $ 210,352     $ 137,121  
                 
EXPENSES AND OTHER INCOME
               
Direct operating expense
  $ 54,605     $ 35,256  
Other hotel operating expenses
    82,282       51,482  
General and administrative
    5,547       2,519  
Depreciation
    30,719       19,559  
Series B convertible preferred share expense
    -       117,133  
Transaction and potential listing costs
    1,224       2,110  
Interest and other expense, net
    7,737       3,524  
Total expenses
  $ 182,114     $ 231,583  
Gain on sale of real estate
    15,629       -  
                 
NET INCOME
               
Net income (loss)
  $ 43,867     $ (94,462 )
Unrealized gain (loss) on interest rate derivative
    (274 )     468  
Comprehensive income (loss)
  $ 43,593     $ (93,994 )
Net income (loss) per share (A)
  $ 0.12     $ (0.38 )
                 
MODIFIED FUNDS FROM OPERATIONS (B)
               
Net income (loss)
  $ 43,867     $ (94,462 )
Depreciation of real estate owned
    30,489       19,483  
Gain on sale of real estate
    (15,629 )     -  
Amortization of favorable and unfavorable leases, net
    2,023       104  
Funds (loss) from operations
  $ 60,750     $ (74,875 )
Series B convertible preferred share expense
    -       117,133  
Transaction and potential listing costs
    1,224       2,110  
Non-cash straight-line ground lease expense
    850       294  
Modified FFO (MFFO)
  $ 62,824     $ 44,662  
FFO per share (A)
  $ 0.16     $ (0.30 )
MFFO per share (A)
  $ 0.17     $ 0.18  
                 
WEIGHTED-AVERAGE SHARES OUTSTANDING (A) 
    372,892       248,665  
                 
OPERATING STATISTICS
               
Occupancy (C)
    74.0%       72.1%  
Average daily rate (C)
  $ 126.56     $ 120.87  
RevPAR (C)
  $ 93.69     $ 87.11  
Number of hotels
    173       188  
Distributions per share (A)
  $ 0.17     $ 0.19  
 
BALANCE SHEET HIGHLIGHTS   (Unaudited)
           
(In thousands)
 
March 31, 2015
   
December 31, 2014
 
ASSETS
           
Investment in real estate, net
 
$
3,482,039
   
$
3,492,821
 
Assets held for sale
   
-
     
195,588
 
Cash and cash equivalents
   
46,905
     
-
 
Other assets
   
105,429
     
91,340
 
Total assets
 
$
3,634,373
   
$
3,779,749
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Notes payable
 
$
607,016
   
$
709,570
 
Other liabilities
   
43,384
     
55,555
 
Total liabilities
   
650,400
     
765,125 
 
Total shareholders’ equity
   
2,983,973
     
3,014,624
 
Total liabilities and shareholders’ equity
 
$
3,634,373
   
$
3,779,749
 
 
(A) On May 18, 2015, the Company implemented a 50% reverse stock split which is not reflected in the weighted average shares outstanding or per share amounts for the three months ended March 31, 2015 and 2014. (B) Funds from operations (FFO) is defined as net income (loss) (computed in accordance with generally accepted accounting principles —GAAP) excluding gains and losses from sales of real estate, plus depreciation, amortization and impairments of real estate assets. Modified FFO (MFFO) excludes transaction and potential listing costs, the non-cash conversion expense of the Series B convertible preferred shares and the non-cash impact of straight-line lease expense. 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 (loss) and cash flows as a measure of the Company’s activities in accordance with GAAP. The Company considers FFO and MFFO as supplemental measures of operating performance in the real estate industry, and along with the other financial measures included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015 and this Quarterly Report, including net income (loss), cash flow from operating activities, financing activities and investing activities, they provide investors with an indication of the performance of the Company. The Company’s definition of FFO and MFFO are not necessarily the same as such terms that are used by other companies. FFO and MFFO are not necessarily indicative of cash available to fund cash needs. (C) For purposes of operating statistics, the Company has defined Comparable Hotels as the 173 hotels owned as of the end of the reporting period. For the hotels acquired through the mergers with Apple REIT Seven, Inc. and Apple REIT Eight, Inc., the Company has included for comparison purposes results for those hotels during periods prior to the Company’s ownership (January and February of 2014) and excluded results for hotels sold during the periods.
 
The financial information furnished reflects all adjustments necessary for a fair presentation of financial position at March 31, 2015 and the results of operations for the interim period ended March 31, 2015. 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. 2014 Annual Report.
 
 
 

 
 
GRAPHIC                                  
 
 
 

 
 
 

Our Hotels

 
ALABAMA
 
MINNESOTA
Auburn, Birmingham (2), Dothan (2), Huntsville (2),
 
Rochester
Montgomery (2), Montgomery/Prattville
   
    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 (3), 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),   NEW YORK
Santa Clarita/Valencia, Tulare
  Islip/Ronkonkoma, New York City
     
COLORADO   NORTH CAROLINA
Denver/Highlands Ranch (2)
  Carolina Beach, Charlotte, Durham, Fayetteville (2),
   
Greensboro, Holly Springs, Wilmington, Winston-Salem
FLORIDA    
Fort Lauderdale, Jacksonville, Lakeland, Miami (3),
 
OHIO
Orlando (2), Orlando/Sanford, Panama City,  
Twinsburg
Panama City Beach, Sarasota, Tallahassee, Tampa (2)    
    OKLAHOMA
GEORGIA   Oklahoma City
Albany, Columbus (2), Macon, Savannah
   
   
PENNSYLVANIA
IDAHO   Philadelphia/Collegeville, Philadelphia/Malvern, Pittsburgh
Boise (2)
   
   
SOUTH CAROLINA
ILLINOIS   Columbia, Greenville, Hilton Head
Mettawa (2), Schaumburg, Warrenville
   
   
TENNESSEE
INDIANA   Chattanooga, Jackson, Johnson City, Memphis, Nashville (2)
Indianapolis, Mishawaka
   
   
TEXAS
KANSAS   Austin (5), Austin/Round Rock, Beaumont, Dallas,
Overland Park (3), Wichita
 
Dallas/Addison, Dallas/Allen (2),
    Dallas/Arlington, Dallas/Duncanville, Dallas/Frisco,
LOUISIANA   Dallas/Grapevine, Dallas/Irving, Dallas/Lewisville,
Baton Rouge, Lafayette (2), New Orleans
  El Paso (2), Fort Worth, Fort Worth/Burleson, Houston (2),
   
Houston/Stafford, San Antonio, Texarkana (3)
MARYLAND    
Annapolis, Silver Spring
 
UTAH
   
Provo, Salt Lake City
MASSACHUSETTS    
Andover, Marlborough, Westford (2)
 
VIRGINIA
   
Alexandria (2), Bristol, Charlottesville, Harrisonburg,
MICHIGAN   Manassas, Norfolk/Chesapeake, Richmond (3),
Detroit/Novi   Suffolk (2), Virginia Beach (2)
     
   
WASHINGTON
   
Seattle, Seattle/Kirkland, Tukwila, Vancouver
 
 
 

 
 
 
 
graphic
 
CORPORATE PROFILE Apple Hospitality REIT, Inc. (the “Company“) is a publicly traded 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 March 31, 2015, the portfolio consisted of 173 hotels with 22,003 guestrooms in 32 states. The Company’s common shares are traded on the New York Stock Exchange (NYSE) under the ticker symbol “APLE.”
 
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: Courtyard, Santa Clarita, CA
 
“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, 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 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 Quarterly Report 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. (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 ability of the Company to effectively acquire and dispose of properties; the ability of the Company to implement its operating strategy; 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 Quarterly Report 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. Readers should carefully review the risk factors described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to those discussed in the section titled Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the three months ended March 31, 2015. Any forward-looking statement that the Company makes speaks only as of the date of this report. The Company undertakes no obligation to publicly 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. This Quarterly Report is provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company.
 
 
 
 
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