aple20200707_8k.htm

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): July 8, 2020

 

APPLE HOSPITALITY REIT, INC.

(Exact name of registrant as specified in its charter)

 

Virginia

  

001-37389

  

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Shares, no par value    APLE New York Stock Exchange 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Items 2.02, 7.01 and 9.01 of Form 8-K.

 

Item 2.02. Results of Operations and Financial Condition.

and

Item 7.01. Regulation FD Disclosure.

 

On July 8, 2020, the Company made available on its website an updated COVID-19 supplemental presentation containing second quarter occupancy data and certain other operating statistics. The foregoing information does not purport to reflect our results of operations or financial condition for the quarter ended June 30, 2020.

 

A copy of the supplemental presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of Items 2.02 and 7.01 disclosure.

 

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1

Supplemental presentation dated July 2020

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

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

Chief Executive Officer

 

 

 
 

 

July 8, 2020

 


 

 

 
false 0001418121 0001418121 2020-07-08 2020-07-08
ex_193338.htm

 

Exhibit 99.1

 

COVID-19 SUPPLEMENT

 

JULY 2020 • NYSE: APLE

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 


 

Certain statements made in this presentation are forward-looking statements, including statements regarding the impact to Apple Hospitality REIT, Inc.’s (the “Company,” “Apple Hospitality,” “Apple” or “APLE”) business and financial condition from, and measures being taken in response to, the COVID-19 situation. These forward-looking statements include statements regarding our intent, belief or current expectations and are based on various assumptions. These statements involve substantial risks and uncertainties. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. Forward-looking statements may include, but are not limited to, statements regarding net asset value and potential trading prices. Words such as “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would,“ “outlook,” “strategy,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or outcomes may differ materially from those contemplated by the forward-looking statement. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or reverse any forward-looking statement to reflect changed assumptions or the occurrence of unanticipated events or changes to future operating results, unless required to do so by law. Currently, one of the most significant factors that could cause actual outcomes to differ materially from the Company’s forward-looking statements is the adverse effect of COVID-19 on the Company’s business, financial performance and condition, operating results and cash flows, the real estate market and the hospitality industry specifically, and the global economy and financial markets. The significance, extent and duration of the impacts caused by the COVID-19 outbreak on the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence at this time, including the scope, severity and duration of the pandemic, the extent and effectiveness of the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Such additional factors that might cause such differences include, but are not limited to, the ability of Apple Hospitality to effectively acquire and dispose of properties; the ability of Apple Hospitality to successfully integrate recent and pending transactions and implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions; reduced business and leisure travel due to travel-related health concerns, including the widespread outbreak of infectious or contagious diseases in the U.S. such as COVID-19; adverse changes in the real estate and real estate capital markets; financing risks; litigation risks; regulatory proceedings or inquiries; changes in laws or regulations or interpretations of current laws and regulations that impact Apple Hospitality’s business, assets or classification as a real estate investment trust; or other risks detailed in filings made by Apple Hospitality with the Securities and Exchange Commission (“SEC”). Although Apple Hospitality 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 presentation 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 Apple Hospitality or any other person that the results or conditions described in such statements or the objectives and plans of Apple Hospitality will be achieved.

 

 

Cover photo: Courtyard, Carolina Beach, NC

2

 

 

COMPANY PROFILE

 
Courtyard, Virginia Beach, VA

233

HOTELS

 

29,759

GUEST ROOMS

 

34

STATES

 

87

MARKETS

 

12

BRANDS

 

99%

ROOMS - FOCUSED

 

4 years

AVERAGE EFFECTIVE AGE

 

Note: Hotel portfolio statistics as of May 15, 2020. Market categorization based on STR designation. Average Effective Age represents years since hotels were built or last renovated.

 

3

 

 

EFFORTS TO PRESERVE CAPITAL & MITIGATE IMPACT OF COVID-19

 


 

●    Quickly worked with management companies to make swift operational changes to staffing & service models

 

●    Consolidated operations in markets where the Company owns multiple properties to maximize operational efficiencies

 

●    Utilized energy management systems to minimize utility usage on unused floors

 

●    Reduced / eliminated operational costs

o     Adjusted food & beverage offerings

o     Reduced amenities

o     Eliminated daily cleaning of occupied guest rooms during guest stays

o     Reduced various hotel service contracts

 

●    Enhanced sales strategy with focus on sectors that may have lodging needs in current environment

 

●    Corporate measures –

o     All non-essential capital improvement projects for 2020 postponed

o     Monthly distributions suspended

o     Entered into amendments to credit facilities to provide covenant waivers through June 30, 2021

o     Compensation reductions for Executive Chairman, CEO and non-employee directors

o     Terminated written trading plan under Share Repurchase Program

o     Contract for the purchase of a Courtyard by Marriott to be constructed in Denver, CO for $49 million was terminated and $0.6 million deposit was refunded

Hampton Inn & Suites, Atlanta, GA

 

4

 

 

BROAD GEOGRAPHIC DIVERSIFICATION

 


 

Location Type by

Number of Guest Rooms

 

 

Trailing 28 Days Suburban vs. Urban(1)

 

 

Note: Hotel portfolio statistics as of May 15, 2020. Location and market categorization based on STR designation.

(1)

Trailing 28 days data as of June 27, 2020 provided by STR for the Company’s hotels owned as of May 15, 2020, including all rooms available for consolidated hotels, and may differ from actual results achieved.

 

5

 

 

ROOMS-FOCUSED STRATEGY

 


 

   

Brand Type(1)

% of APLE

Portfolio

Extended Stay

33%

Suite Product

23%

Other Select Service

42%

Full Service

2%

   
   
   

2019 Rooms Sold Segmentation

 
 
 

 

Note: Hotel portfolio statistics as of May 15, 2020.

(1)

Brand Type based on number of guest rooms. Extended Stay includes Residence Inn by Marriott, TownePlace Suites by Marriott, Home2 Suites by Hilton and Homewood Suites by Hilton. Suite Product includes Fairfield Inn & Suites by Marriott, SpringHill Suites by Marriott, Embassy Suites by Hilton and Hampton Inn & Suites by Hilton. Other Select Service includes Hampton Inn by Hilton, Hilton Garden Inn, Courtyard by Marriott, Fairfield Inn by Marriott, Hyatt Place and independent boutique hotels. Full Service includes Marriott.

 

6

 

 

 

OCCUPANCY LEVELS BEFORE & DURING COVID-19

 


 

Began to see impact from COVID-19 in March and

occupancy appears to have bottomed out in mid-April

 

 

Source: Weekly data provided by STR for the Company’s hotels owned as of May 15, 2020, including all rooms available for consolidated hotels, and may differ from actual results achieved.

 

7

 

 

% OF HOTELS BY OCCUPANCY TIER

 


 

 

 

Source: Data provided by STR for hotels owned by the Company for the periods noted, including all rooms available for consolidated hotels, and may differ from actual results achieved.

(1)

Consolidated hotels included in 0% - 15% occupancy tier.

 

8

 

 

LIQUIDITY POSITION

 


 

Debt Summary as of March 31, 2020(1)

($ in thousands)

 

Mortgage (31 Hotels)

          $ 500,013  
                 

Unsecured (200 Hotels)

               
                 

Revolver

(Due 2022)

    425,000          
                 

Term Loans and Senior Notes

(Due 2023 – 2030)

    870,000          
                 

Unsecured Debt

            1,295,000  
                 

Cash on hand

            (437,260 )
                 

Total Debt, net

          $ 1,357,753  
             
             

Maturities, net of reserves

 

2020

   

2021

 
    $ 0     $ 32,000  
                 

 

Estimated Net Cash Use Analysis

($ in thousands, except per key amount)

 

Monthly at 15% to 20% Occupancy

       
         

Operations(2)

  $ 5,000  
         

Property taxes and insurance

    5,500  
         

G&A

    1,500  
         

Debt service

    6,000  
         

Estimated Monthly Cash Use(3)

  $ 18,000  
         

Estimated Monthly Cash Use Per Key(3)

  $ 605  
         
         

Other Commitments through 12/31/20 as of 5/15/20

       
         

Purchase of Hyatt Place and Hyatt House in Tempe, AZ(4)

  $ 63,300  
         

Anticipated capital expenditures

 

$

10,000 - $15,000  
         

 

  (1) Subsequent to March 31, 2020, the Company closed on the purchase of the newly developed Hampton Inn & Suites and Home2 Suites in Cape Canaveral, FL, for a gross purchase price of approximately $46.7 million. The Company entered into the contract to purchase the hotels in 2018. The Company utilized $25.0 million of its available cash and entered into a one-year note payable with the developer secured by the hotels for $21.7 million to fund the purchase price of the hotels, which is not reflected in this debt summary.
  (2) Estimated Net Cash Use prepared as a “base case” analysis of net cash use for hotel operations. Estimates include estimated cash received from revenue at anticipated average lowest weekly occupancy levels experienced in April 2020 of 15% to 20% and estimated associated hotel operating and ground lease cash uses. This estimated cash use analysis is not intended to be an estimate of actual expected monthly results for any particular period, and has not been updated to reflect actual results for any calendar months during the second quarter 2020.
  (3) Excludes capital expenditures.
 

(4)

Contract entered into in 2018. There are many conditions to closing under the contract that have not yet been satisfied, including completion of construction, and there can be no assurance that a closing on the hotels will occur. If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the contract.

 

9

 

 

TRADEMARK INFORMATION

 


 

The “Courtyard by Marriott®,” “Fairfield by Marriott®,” “Fairfield Inn by Marriott®,” “Fairfield Inn & Suites by Marriott®,” “Marriott® Hotels,” “Residence Inn by Marriott®,” “SpringHill Suites by Marriott®,” and “TownePlace Suites by Marriott® ” trademarks are the property 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 presentation, whether relating to 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 any Apple Hospitality REIT offering and received no proceeds from any offering. Marriott® has not expressed any approval or disapproval regarding this presentation, 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 presentation.

 

The “Embassy Suites by Hilton®,” “Hampton by Hilton®,” “Hampton Inn by Hilton®,” “Hampton Inn & Suites by Hilton®,” “Hilton Garden Inn®,” “Home2 Suites by Hilton®,” and “Homewood Suites by Hilton®” trademarks are the property 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 presentation, 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 any Apple Hospitality REIT offering and received no proceeds from any offering. Hilton® has not expressed any approval or disapproval regarding this presentation, 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 presentation.

 

The “Hyatt Place®” and “Hyatt House®” trademarks are the property of Hyatt Hotels Corporation or one of its affiliates. All references to “Hyatt®” mean Hyatt Hotels Corporation and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Hyatt® is not responsible for the content of this presentation, whether relating to hotel information, operating information, financial information, Hyatt®’s relationship with Apple Hospitality REIT, Inc., or otherwise. Hyatt® was not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in any Apple Hospitality REIT offering and received no proceeds from any offering. Hyatt® has not expressed any approval or disapproval regarding this presentation, and the grant by Hyatt® of any franchise or other rights to Apple Hospitality REIT shall not be construed as any expression of approval or disapproval. Hyatt® has not assumed and shall not have any liability in connection with this presentation.

 

 

10

 

 

Apple Hospitality REIT, Inc.

814 East Main Street

Richmond, VA 23219

 

(804) 344-8121

 

www.applehospitalityreit.com

 

SpringHill Suites, Burbank, CA

11
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Document And Entity Information
Jul. 08, 2020
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Trading Symbol APLE
Document Type 8-K
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Entity Central Index Key 0001418121
Document Period End Date Jul. 08, 2020
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Entity Incorporation, State or Country Code VA
Entity File Number 001-37389
Entity Tax Identification Number 26-1379210
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City Area Code 804
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Title of 12(b) Security Common Shares, no par value
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