UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Original Report (earliest event reported): July 1, 2009

APPLE REIT NINE, 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 REIT Nine, Inc. hereby amends Item 9.01 of its Current Report on Form 8-K dated July 1, 2009 and filed (by the required date) on July 2, 2009 for the purpose of filing certain financial statements and information. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 sets forth the complete text of the item as amended.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Grove Street Orlando, LLC

(previous owner of Orlando, Florida Fairfield Inn & Suites, and Orlando, Florida SpringHill Suites)

(Audited)
Independent Auditors’ Report	3
Balance Sheet as of December 31, 2008	4
Statement of Cash Flows for the Year Ended December 31, 2008	5
Notes to Financial Statements	6
(Unaudited)
Balance Sheets as of June 30, 2009 and 2008	10
Statements of Operations and Members’ Equity for the Six Months Ended June 30, 2009 and 2008	11
Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008	12

(b) Pro forma financial information.

The below pro forma financial information pertains to the hotels referred to in the financial statements (see (a) above) and to a separate group of recently purchased hotels.

Apple REIT Nine, Inc.

(Unaudited)
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2009	13
Notes to Pro Forma Condensed Consolidated Balance Sheet	15
Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December  31, 2008 and Six Months Ended June 30, 2009	16
Notes to Pro Forma Condensed Consolidated Statements of Operations	20

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

None.

2

INDEPENDENT AUDITORS’ REPORT

To the Members

Grove Street Orlando, LLC

Atlanta, GA

We have audited the accompanying balance sheet of Grove Street Orlando, LLC as of December 31, 2008, and the related statement of cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Grove Street Orlando, LLC as of December 31, 2008, and the results of its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

July 17, 2009

3

GROVE STREET ORLANDO, LLC

Balance Sheet

December 31, 2008

Assets
Real estate assets under development and construction	$	27,405,360
Cash		12,876
Other receivable		35,000
Deferred financing costs, net		32,210
Total Assets	$	27,485,446
Liabilities and Members’ Equity
Construction note payable	$	17,682,578
Accounts payable		2,099,868
Total liabilities		19,782,446
Commitments and contingencies		—
Members’ equity		7,703,000
Total Liabilities and Members’ Equity	$	27,485,446

See notes to financial statements.

4

GROVE STREET ORLANDO, LLC

Statement of Cash Flows

For the Year Ended December 31, 2008

Increase (Decrease) in Cash
Cash flows from investing activities:
Development and construction of real estate assets, net of payables	$	(18,390,091	)
Cash flows from financing activities:
Borrowings on construction note payable		17,492,556
Net decrease in cash		(897,535	)
Cash, beginning of year		910,411
Cash, end of year	$	12,876

See notes to financial statements.

5

GROVE STREET ORLANDO, LLC

Notes to Financial Statements

December 31, 2008

Note 1 - Description of business and summary of significant accounting policies:

Grove Street Orlando, LLC (the Company), a Georgia limited liability company, was formed on August 15, 2007 by GSP Orlando, LLC (GSP) and Williams Opportunity Fund, LLC (Williams), for the purpose of engaging in the business of development, construction, and sale of two 200-room hotels, a SpringHill Suites Hotel (SpringHill) and a Fairfield Inn & Suites (Fairfield) in Orlando, Florida. Simultaneously with the land acquisition, on November 9, 2007, the Company entered into a purchase and sale agreement with a third party to sell SpringHill and Fairfield upon completion for $54,800,000. See Note 8. The Company will dissolve upon the earlier of a unanimous vote of its members or the liquidation of substantially all of its assets and collection of proceeds thereon.

The following is a summary of the more important accounting principles and policies:

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Real estate assets under development and construction

Real estate assets under development and construction are stated at cost. Amounts capitalized consist of the cost of acquisition and any major improvements and betterments that extend the useful life of the related asset. Additionally, the Company capitalizes interest and real estate taxes when development of real estate assets are in progress.

Real estate taxes

Real estate taxes incurred during the construction period are capitalized and included in the cost of the constructed assets. For the period ended December 31, 2008, real estate taxes capitalized totaled $66,259.

Deferred financing costs

Financing costs are capitalized and amortized on a straight-line basis over the term of the related financing arrangement. During the construction period, the amortization of deferred financing costs are capitalized to construction in progress. During the year ended December 31, 2008, $38,651 of deferred financing costs were capitalized to construction in progress. The remaining balance of deferred financing costs of $32,210 will be amortized in 2009.

6

GROVE STREET ORLANDO, LLC

Notes to Financial Statements - Continued

December 31, 2008

Note 1 - Description of business and summary of significant accounting policies - continued:

Construction note payable

The loan is recorded at its fair value based on a fixed or variable rate of interest that approximates the Company’s market-borrowing rate for a similar borrowing arrangement at the acquisition date. Interest is capitalized as it accrues. During the year ended December 31, 2008, $189,018 in interest was capitalized to construction in progress.

Members’ equity

The Company’s profits and losses, as well as any distributions of net cash flows or capital proceeds, is allocated in accordance with the operating agreement.

Income taxes

The Company was formed as a limited liability company and is treated as a partnership for federal income tax purposes. As such, no provision or credit has been made in the accompanying financial statements for federal or state income taxes since the members are required to include their respective share of profits or losses in their tax returns.

Note 2 - Recent accounting pronouncements:

On December 30, 2008, the FASB Staff issued FASB Staff Position No. FIN 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises (FIN 48-3). As deferred by the guidance in FIN 48-3, the Company is not required to implement the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), until fiscal years beginning after December 15, 2008. FIN 48 significantly changes the recognition, measurement, and disclosure requirements for uncertain income tax positions when compared to previous technical accounting literature. As a result, the Company continues to account for and disclose income tax exposures pursuant to FASB Statement No. 5, Accounting for Contingencies (SFAS 5), during this deferral period. Using the SFAS 5 accounting guidance, the Company currently has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

Note 3 - Real estate assets under development and construction:

The Company has entered into construction contracts for SpringHill and Fairfield totaling approximately $15 million and $14 million, respectively. At December 31, 2008, approximately $8 million and $7 million remains to be funded on the contracts for SpringHill and Fairfield, respectively.

7

GROVE STREET ORLANDO, LLC

Notes to Financial Statements - Continued

December 31, 2008

Note 3 - Real estate assets under development and construction - continued:

The Company has entered into a construction contract to develop the site totaling approximately $2 million. At December 31, 2008, approximately $500,000 remains to be funded on the contract.

Note 4 - Other commitments:

The Company executed two hotel management agreements for SpringHill and Fairfield in November 2007 with subsidiaries of Marriott International. The hotel managers will earn base fees and incentive fees as defined in the management agreements. No fees were paid or payable under these agreements at December 31, 2008. In addition, the Company has entered into several agreements related to the architectural and interior design, the purchasing of furniture, fixtures, and equipment, and other related development activities.

Note 5 - Construction note payable:

On November 9, 2007, the Company obtained a construction note payable for the two hotels for up to $43,520,000. The construction note matures November 8, 2009. The note accrues interest at 30-day LIBOR plus 1.7%. At December 31, 2008, 30-day LIBOR was 1.1%. The note is secured by all the assets of the hotel properties under construction. The note is guaranteed by certain members of the general partner, as well as collateral in the earnest amounts held by a third party title company in an escrow account, which were deposited by the purchaser of the hotels.

Note 6 - Transactions with related parties:

The Company entered into a development agreement with Grove Street Partners, LLC (the Project Developer), an affiliate of GSP, to manage the development of the project. The development agreement provides for development fees of $1,810,000. The Project Developer is entitled to receive 25% of the fee at the closing of the construction loan, 50% of the fee in 18 monthly installments commencing on the loan closing date, and the remaining 25% upon satisfaction of all conditions for the sale of the property. As of December 31, 2008, the Company had paid $1,106,114 in development fees and had accrued $50,278 in accounts payable on the balance sheet. The fees are capitalized as real estate assets under development.

The Company will pay GSP an asset management fee of $5,000 per month during any operating period, defined as any month after the opening date of the hotels. As of December 31, 2008, no asset management fees were paid or payable under this agreement.

8

GROVE STREET ORLANDO, LLC

Notes to Financial Statements - Continued

December 31, 2008

Note 7 - Concentration of credit risk:

The Company has a concentration of real estate assets in the State of Florida. Historically, the Company has not experienced significant losses related to this geographic concentration.

The Company maintains its cash in a bank deposit, which at times may exceed federally-insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

Note 8 - Subsequent event:

The Company entered into a purchase and sale agreement on November 9, 2007 with Apple Eight Hospitality, Inc. The contracts were subsequently assigned to Apple Nine Hospitality, Inc. The two hotels were sold for $54.8 million on July 1, 2009.

9

GROVE STREET ORLANDO, LLC

Unaudited Balance Sheets

	June 30,
	2009		2008
Assets
Real estate assets under development and construction	$	49,587,364	$	11,075,850
Cash		133,545		8,135
Related party receivable		7,794		—
Deferred financing costs, net		12,883		51,535
Total Assets	$	49,741,586	$	11,135,520
Liabilities and Members’ Equity
Construction note payable	$	37,933,147	$	2,007,912
Accounts payable		636,171		1,424,608
Accrued liabilities		4,093,850		—
Total liabilities		42,663,168		3,432,520
Commitments and contingencies		—		—
Members’ equity		7,078,418		7,703,000
Total Liabilities and Members’ Equity	$	49,741,586	$	11,135,520

10

GROVE STREET ORLANDO, LLC

Unaudited Statements of Operations and Members’ Equity

	For the Six Months Ended June 30,
	2009			2008
Revenues	$	—		$	—
Preopening expenses		(624,582	)		—
Net loss		(624,582	)		—
Members’ equity, January 1		7,703,000			7,703,000
Members’ equity, June 30	$	7,078,418		$	7,703,000

11

GROVE STREET ORLANDO, LLC

Unaudited Statements of Cash Flows

	For the Six Months Ended June 30,
	2009			2008
Increase (Decrease) in Cash
Cash flows from operating activities:
Net loss	$	(624,582	)	$	—
Cash flows from investing activities:
Development and construction of real estate assets, net of payables		(19,505,317	)		(2,909,183	)
Cash flows from financing activities:
Borrowings on construction note payable		20,250,568			2,006,907
Net increase (decrease) in cash		120,669			(902,276	)
Cash, beginning of period		12,876			910,411
Cash, end of period	$	133,545		$	8,135

12

Apple REIT Nine, Inc.

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2009 (unaudited)

(in thousands, except share data)

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Nine, Inc. gives effect to the following hotel acquisitions:

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
Orlando, FL Hotels Portfolio (2 Hotels):
Fairfield Inn & Suites	Orlando, FL	$	25.8	July 1, 2009
SpringHill Suites	Orlando, FL		29.0	July 1, 2009
	Total	$	54.8

This Pro Forma Condensed Consolidated Balance Sheet also assumes all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by Fairfield FMC, LLC and SpringHill SMC, LLC, subsidiaries of Marriott International, under separate management agreements.

Such pro forma information is based in part upon the historical Consolidated Balance Sheet of Apple REIT Nine, Inc. and the historical balance sheet of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Nine, Inc. is not necessarily indicative of what the actual financial position would have been assuming such transactions had been completed as of June 30, 2009, nor does it purport to represent the future financial position of Apple REIT Nine, Inc.

The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with, and is qualified in its entirety by, the historical balance sheet of the acquired hotels, as included in this document.

13

Balance Sheet as of June 30, 2009 (unaudited)

(In thousands, except share data)

	Company Historical Balance Sheet			Pro forma Adjustments				Total Pro forma
ASSETS
Investment in real estate, net	$	581,042		$	54,800		(A)	$	635,842
Cash and cash equivalents		88,355			(56,012	)	(D)		32,343
Other assets, net		20,881			8		(C)		20,889
Total Assets	$	690,278		$	(1,204	)		$	689,074
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable	$	58,750		$	—			$	58,750
Accounts payable and accrued expenses		4,098			34		(C)		4,132
Total Liabilities		62,848			34				62,882
Preferred stock, authorized 30,000,000 shares		—			—				—
Series A preferred stock, no par value, authorized 400,000,000 shares		—			—				—
Series B convertible preferred stock, no par value, authorized 480,000 shares		48			—				48
Common stock, no par value, authorized 400,000,000 shares		652,876			—				652,876
Distributions greater than net income		(25,494	)		(1,238	)	(B)		(26,732	)
Total Shareholders’ Equity		627,430			(1,238	)			626,192
Total Liabilities and Shareholders’ Equity	$	690,278		$	(1,204	)		$	689,074

14

Notes to Pro Forma Condensed Consolidated Balance Sheet (unaudited)

(A) The estimated total purchase price for the 2 properties that have been purchased after June 30, 2009 consists of the following. This purchase price allocation is preliminary and subject to change.

(In thousands)	Orlando, FL Fairfield Inn & Suites			Orlando, FL SpringHill Suites			Total Combined
Purchase price per contract	$	25,800		$	29,000		$	54,800
Other capitalized costs (credits) incurred		—			—			—
Investment in hotel properties		25,800			29,000			54,800		(A)
Acquisition fee payable to Apple Suites Realty Group (2% of purchase price per contract)		516			580			1,096		(B)
Other acquisition related costs		70			72			142		(B)
Net other assets/(liabilities) assumed		(13	)		(13	)		(26	)	(C)
Total purchase price	$	26,373		$	29,639		$	56,012		(D)

(B) Represents costs incurred to complete the acquisition, including, title, legal, accounting and other related costs, as well as the commission paid to Apple Suites Realty Group totaling 2% of purchase price per contract. These costs are expensed for acquisitions of existing businesses that occur on or after January 1, 2009. For acquisitions prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

(C) Represents other assets and liabilities assumed in the acquisition of the hotel including, operational charges and credits and accrued property taxes.

(D) Represents the reduction of cash and cash equivalents by the amount utilized to fund the acquisitions.

15

Apple REIT Nine, Inc.

Pro Forma Condensed Consolidated Statements of Operations (unaudited)

For the year ended December 31, 2008 and six months ended June 30, 2009

(in thousands, except per share data)

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Nine, Inc. gives effect to the following hotel acquisitions:

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
Hilton Garden Inn	Tucson, AZ	$	18.4	July 31, 2008
Homewood Suites	Charlotte, NC		5.7	September 24, 2008
Courtyard	Santa Clarita, CA		22.7	September 24, 2008
Hampton Inn & Suites	Allen, TX		12.5	September 26, 2008
Hilton Garden Inn	Twinsburg, OH		17.8	October 7, 2008
Hilton Garden Inn	Lewisville, TX		28.0	October 16, 2008
Hilton Garden Inn	Duncanville, TX		19.5	October 21, 2008
Residence Inn	Beaumont, TX		16.9	October 29, 2008
Hilton Garden Inn	Allen, TX		18.5	October 31, 2008
Hampton Inn & Suites	Pueblo, CO		8.0	October 31, 2008
Courtyard	Bristol, VA		18.7	November 7, 2008
Homewood Suites	Durham, NC		19.1	December 4, 2008
Hampton Inn	Pittsburgh, PA		20.5	December 31, 2008
Santa Clarita Hotels Portfolio (3 Hotels):
Hampton Inn	Santa Clarita, CA		17.1	October 29, 2008
Residence Inn	Santa Clarita, CA		16.6	October 29, 2008
Fairfield Inn	Santa Clarita, CA		9.3	October 29, 2008
Vista Host Hotels Portfolio (3 Hotels):
Courtyard	Jackson, TN		15.2	December 16, 2008
Hampton Inn & Suites	Jackson, TN		12.6	December 30, 2008
Hampton Inn	Fort Lauderdale, FL		19.3	December 31, 2008
Vista Host Hotels Portfolio (3 Hotels):
Hampton Inn	Round Rock, TX		11.5	March 6, 2009
Hampton Inn	Austin, TX		18.0	April 14, 2009
Homewood Suites	Austin, TX		17.7	April 14, 2009
Orlando, FL Hotels Portfolio (2 Hotels):
Fairfield Inn & Suites	Orlando, FL		25.8	July 1, 2009
SpringHill Suites	Orlando, FL		29.0	July 1, 2009
	Total	$	418.4

These Pro Forma Condensed Consolidated Statements of Operations also assume all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by affiliates of Texas Western Management Partners, L.P., Dimension Development Two, LLC, McKibbon Hotel Group, Inc., Gateway Hospitality Group, Inc., LBAM-Investor Group, L.L.C., Vista Host, Inc. and Fairfield FMC, LLC and SpringHill SMC, LLC, subsidiaries of Marriott International, under separate management agreements.

Such pro forma information is based in part upon the historical Consolidated Statements of Operations of Apple REIT Nine, Inc. and the historical Statements of Operations of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Nine, Inc. is not necessarily indicative of what the actual financial results would have been assuming such transactions had been completed on the latter of January 1, 2008, or the date the hotel began operations nor does it purport to represent the future financial results of Apple REIT Nine, Inc.

The unaudited Pro Forma Condensed Consolidated Statements of Operations should be read in conjunction with, and are qualified in their entirety by the historical Statements of Operations of the acquired hotels.

16

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the six months ended June 30, 2009

(In thousands, except per share data)

	Company Historical Statement of Operations		Vista Host Hotels Portfolio (Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD) (A)		Orlando, FL Hotels Portfolio (A)			Pro forma Adjustments				Total Pro forma
Revenue:
Room revenue	$	35,832	$	2,791	$	—		$	—			$	38,623
Other revenue		4,359		18		—			—				4,377
Total hotel revenue		40,191		2,809		—			—				43,000
Rental revenue		5,076		—		—			—				5,076
Total revenue		45,267		2,809		—			—				48,076
Expenses:
Operating expenses		20,548		915		—			—				21,463
General and administrative		1,898		194		—			—				2,092
Management and franchise fees		3,028		238		—			—				3,266
Taxes, insurance and other		3,031		167		625			(625	)	(I)		3,198
Acquisition related costs		2,463		—		—			(105	)	(H)		2,358
Depreciation of real estate owned		5,774		223		—			(223	)	(C)		6,074
									300		(D)
Interest, net		628		306		—			74		(E)		1,008
Total expenses		37,370		2,043		625			(579	)			39,459
Income tax expense		—		—		—			—		(G)		—
Net income (loss)	$	7,897	$	766	$	(625	)	$	579			$	8,617
Basic and diluted earnings per common share	$	0.15										$	0.17
Weighted average common shares outstanding - basic and diluted		51,972							—				51,972

17

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2008

(In thousands, except per share data)

	Company Historical Statement of Operations			Tucson, AZ Hilton Garden Inn (A)			Chartlotte Lakeside Hotel, L.P. Charlotte, NC Homewood Suites (A)			Santa Clarita, CA Courtyard (A)			Allen Stacy Hotel, Ltd. Allen, TX Hampton Inn & Suites (A)			RSV Twinsburg Hotel, Ltd. Twinsburg, OH Hilton Garden Inn (A)		SCI Lewisville Hotel, Ltd. Lewisville, TX Hilton Garden Inn (A)			SCI Duncanville Hotel, Ltd. Duncanville, TX Hilton Garden Inn (A)		Beaumont, TX Residence Inn (A)		Santa Clarita Hotels Portfolio (3 Hotels) (A)
Revenue:
Room revenue	$	9,501		$	1,342		$	1,505		$	2,581		$	2,313		$	2,879	$	3,521		$	3,298	$	799	$	7,469
Other revenue		2,023			240			28			318			90			1,140		1,830			1,403		22		198
Total revenue		11,524			1,582			1,533			2,899			2,403			4,019		5,351			4,701		821		7,667
Expenses:
Operating expenses		5,630			600			948			1,190			1,022			2,059		2,696			2,351		257		1,753
General and administrative		2,171			409			304			547			176			310		428			336		50		1,891
Management and franchise fees		909			155			136			258			165			341		296			389		112		571
Taxes, insurance and other		731			99			88			233			180			228		309			272		29		535
Acquisition related costs		—			—			—			—			—			—		—			—		—		—
Depreciation of real estate owned		2,277			320			349			801			393			309		1,151			563		141		902
Interest, net		(2,346	)		331			914			816			507			474		844			665		48		671
Total expenses		9,372			1,914			2,739			3,845			2,443			3,721		5,724			4,576		637		6,323
Gain on debt cancellation		—			—			(1,711	)		—			—			—		—			—		—		—
Income tax expense		—			—			—			—			—			—		—			—		—		—
Net income (loss)	$	2,152		$	(332	)	$	505		$	(946	)	$	(40	)	$	298	$	(373	)	$	125	$	184	$	1,344
Basic and diluted earnings per common share	$	0.14
Weighted average common shares outstanding - basic and diluted		15,852

18

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2008

(In thousands, except per share data)

	SCI Allen Hotel, Ltd. Allen, TX Hilton Garden Inn (A)		Pueblo, CO Hampton Inn & Suites (A)		Bristol, VA Courtyard (A)		Durham, NC Homewood Suites (A)		Playhouse Square Hotel and Playhouse Parking Associates, L.P. Pittsburgh, PA Hampton Inn (A)		Vista Host Hotels Portfolio (RMRVH Jackson, LLC, CYRMR Jackson, LLC and VH Fort Lauderdale Investment, LTD) (A)		Vista Host Hotels Portfolio (Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD) (A)		Orlando, FL Hotels Portfolio (A)		Pro forma Adjustments				Total Pro forma
Revenue:
Room revenue	$	3,403	$	1,813	$	3,654	$	3,369	$	4,876	$	8,364	$	10,983	$	—	$	—			$	71,670
Other revenue		1,085		55		291		106		340		182		67		—		—				9,418
Total revenue		4,488		1,868		3,945		3,475		5,216		8,546		11,050		—		—				81,088
Expenses:
Operating expenses		2,210		481		1,288		1,243		1,448		2,849		3,813		—		—				31,838
General and administrative		325		212		492		281		564		1,015		851		—		1,000		(B)		11,362
Management and franchise fees		384		200		326		263		601		995		991		—		—				7,092
Taxes, insurance and other		288		93		142		151		251		421		572		—		—				4,622
Acquisition related costs		—		—		—		—		—		—		—		—		1,343		(H)		1,343
Depreciation of real estate owned		441		163		329		399		512		1,501		795		—		(11,346	)	(C)		10,268
																		10,268		(D)
Interest, net		486		74		550		420		497		1,113		1,016		—		(4,353	)	(E)		2,727
Total expenses		4,134		1,223		3,127		2,757		3,873		7,894		8,038		—		(3,088	)			69,252
Gain on debt cancellation		—		—		—		—		—		—		—		—		1,711		(E)		—
Income tax expense		—		—		—		—		—		—		—		—		—		(G)		—
Net income (loss)	$	354	$	645	$	818	$	718	$	1,343	$	652	$	3,012	$	—	$	1,377			$	11,836
Basic and diluted earnings per common share																					$	0.37
Weighted average common shares outstanding - basic and diluted																		16,187		(F)		32,039

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Notes to Pro Forma Condensed Consolidated Statement of Operations (unaudited):

(A) Represents results of operations for the hotels on a pro forma basis as if the hotels were owned by the Company at January 1, 2008 for the respective period prior to acquisition by the Company. Five properties began operations subsequent to January 1, 2008 and had limited historical operational activity prior to their opening. These properties are as follows: Tucson, Arizona Hilton Garden Inn opened in March 2008, Jackson, Tennessee Courtyard opened in June 2008, Beaumont, Texas Residence Inn opened in August 2008, and the Orlando, Florida Fairfield Inn & Suites and Orlando, Florida SpringHill Suites opened in July 2009.

(B) Represents adjustments to level of administrative and other costs associated with being a public company and owning additional properties, including the advisory fee, accounting and legal expenses, net of cost savings derived from owning multiple operating properties.

(C) Represents elimination of historical depreciation and amortization expense of the acquired properties.

(D) Represents the depreciation on the hotels acquired based on the purchase price allocation to depreciable property and the dates the hotels began operation. The weighted average lives of the depreciable assets are 39 years for building and seven years for furniture, fixtures and equipment (FF&E). These estimated useful lives are based on management’s knowledge of the properties and the hotel industry in general.

(E) Interest expense and gain on debt cancellation related to prior owner’s debt which was not assumed has been eliminated. Interest income has been adjusted for funds used to acquire properties as of January 1, 2008, or the dates the hotels began operations.

(F) Represents the weighted average number of shares required to be issued to generate the purchase price of each hotel, net of any debt assumed. The calculation assumes all properties were acquired on the latter of January 1, 2008, or the dates the hotels began operations.

(G) Estimated income tax expense of our wholly owned taxable REIT subsidiaries is zero based on the contractual agreement put in place between the Company and our lessees, based on a combined tax rate of 40% of taxable income. Based on the terms of the lease agreements, our taxable subsidiaries would have incurred a loss during these periods. No operating loss benefit has been recorded as realization is not certain.

(H) Represents costs incurred to complete acquisitions, including, title, legal, accounting and other related costs, as well as the commission paid to Apple Suites Realty Group totaling 2% of purchase price per contract. These costs are expensed for acquisitions of existing businesses that occur on or after January 1, 2009. For acquisitions prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

(I) Represents preopening expenses which are the Seller’s responsibility and therefore have been eliminated.

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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 REIT Nine, Inc.
By:	/s/ Glade M. Knight
	Glade M. Knight, Chief Executive Officer
	September 1, 2009

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