Apple REIT Eight 8-K/A Financial Statements and Exhibits

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): May 23, 2008

APPLE REIT EIGHT, INC.

(Exact name of registrant as specified in its charter)

Virginia	000-53175	20-8268625
(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 Eight, Inc. hereby amends Item 9.01 of its Current Report on Form 8-K dated May 23, 2008 and filed (by the required date) on May 30, 2008 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.
	Hilton Head, North Carolina
	(Audited)
	Independent Certified Public Accountant’s Report	3
	Balance Sheet – December 31, 2007	4
	Statement of Operations – Year Ended December 31, 2007	5
	Statement of Owners’ Equity – Year Ended December 31, 2007	6
	Statement of Cash Flows – Year Ended December 31, 2007	7
	Notes to Financial Statements	8
	(Unaudited)
	Balance Sheets – March 31, 2008 and December 31, 2007	13
	Statements of Operations – Three Months Ended March 31, 2008 and 2007	14
	Statements of Cash Flows – Three Months Ended March 31, 2008 and 2007	15
	Homecourt Portfolio
	Birmingham, Alabama
	The hotel in Birmingham, Alabama described in Item 2.01 of the From 8-K dated May 23, 2008 and filed on May 30, 2008 is part of a group of hotels. The selling entities within this group are related to each other through common ownership. We have previously purchased other hotels within this group of hotels.
	We have previously included financial statements regarding the hotels in a Form 8-K/A (amendment no. 1 to current report) filed with the Securities and Exchange Commission on June 20, 2008, which is incorporated herein by reference.
(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 Eight, Inc.(Unaudited)
	Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2008	16
	Notes to Pro Forma Condensed Consolidated Balance Sheet	18
	Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2007 and Three Months Ended March 31, 2008	19
	Notes to Pro Forma Condensed Consolidated Statements of Operations	25
(c)	Shell company transactions.
	Not Applicable.
(d)	Exhibits.
	None.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Members of

Homecourt Hospitality Hilton Head 1, LLC and

Homecourt Hospitality Hilton Head 2, LLC:

We have audited the accompanying balance sheet ofHilton Garden Inn, Hilton Head Island, South Carolina,(a hotel owned by Homecourt Hospitality Hilton Head 1, LLC and Homecourt Hospitality Hilton Head 2, LLC) as of December 31, 2007, and the related statements of operations, owners’ equity and 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 auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Hilton Garden Inn, Hilton Head Island, South Carolina as of December 31, 2007, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thorton LLP

Orlando, Florida

March 5, 2008

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Hilton Garden Inn, Hilton Head Island, South Carolina

Balance Sheet

December 31, 2007

Assets
Property and equipment, net	$	10,446,009
Cash		64,446
Restricted cash		289,490
Trade accounts receivable		8,095
Prepaid expenses and other assets		115,013
Intangible assets, net		137,385
Total assets	$	11,060,438
Liabilities and Owners’ Equity
Note payable	$	6,419,295
Accounts payable and accrued expenses		252,842
Total liabilities		6,672,137
Commitments and contingencies (Note G)
Total owners’ equity		4,388,301
Total liabilities and owners’ equity	$	11,060,438

The accompanying notes are an integral part of this financial statement.

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Hilton Garden Inn, Hilton Head Island, South Carolina

Statement of Operations

For the Year Ended December 31, 2007

Operating revenues:
Rooms	$	2,172,132
Food & beverage		131,042
Other		92,802
Total revenues		2,395,976
Direct costs and expenses:
Rooms		451,281
Food and beverage		174,098
Other		33,005
Total direct costs and expenses		658,384
Total operating revenues, less direct costs and expenses		1,737,592
Operating expenses:
Depreciation and amortization expense		390,856
Administrative and general		205,629
Utilities		135,429
Property taxes		89,291
Property operations and maintenance		138,079
Management and franchise fees		155,676
Sales and marketing		198,953
Insurance and other expenses		126,022
Total operating expenses		1,439,935
Operating income		297,657
Other (expense) income:
Interest expense		(422,478	)
Interest income		1,936
Total other (expense) income		(420,542	)
Net loss	$	(122,885	)

The accompanying notes are an integral part of this financial statement.

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Hilton Garden Inn, Hilton Head Island, South Carolina

Statement of Owners’ Equity

For the Year Ended December 31, 2007

	Total Owners’ Equity
Balance, December 31, 2006	$	4,681,186
Distributions to owners		(170,000	)
Net loss		(122,885	)
Balance, December 31, 2007	$	4,388,301

The accompanying notes are an integral part of this financial statement.

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Hilton Garden Inn, Hilton Head Island, South Carolina

Statement of Cash Flows

For the Year Ended December 31, 2007

Cash flows from operating activities:
Net loss	$	(122,885	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		390,856
Loan origination costs amortization		9,321
Changes in operating assets and liabilities:
Trade accounts receivable		5,267
Prepaid expenses and other assets		(76,197	)
Accounts payable and accrued expenses		128,315
Net cash provided by operating activities		334,677
Cash flows from investing activities
Purchase of property and equipment		(105,337	)
Net cash used in investing activities		(105,337	)
Cash flows from financing activities:
Owner distributions		(170,000	)
Payments on note payable		(111,179	)
Restricted cash		1,887
Net cash used in financing activities		(279,292	)
Net decrease in cash		(49,952	)
Cash, beginning of year		114,398
Cash, end of year	$	64,446
Supplemental disclosure of cash flow information – Cash paid for interest	$	413,240

The accompanying notes are an integral part of this financial statement.

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Homecourt Hospitality Hilton Head

Notes to Financial Statements

December 31, 2007

Note A—Hotel Organization

The Hilton Garden Inn located in Hilton Head Island, South Carolina (the Hotel), is owned by Homecourt Hospitality Hilton Head 1, LLC and Homecourt Hospitality Hilton Head 2, LLC (collectively, the Companies). The Companies, both Delaware limited liability companies, were formed in 2006 for the purpose of acquiring, owning, and operating the Hotel. The Hotel, consisting of 104 rooms, was purchased on December 5, 2006, including associated capitalized costs, for approximately $10,747,000.

On November 5, 2007, the Companies entered into a purchase contract with Apple Eight Hospitality Ownership, Inc. for the potential purchase of the Hotel for the purchase price of $12,000,000.

Note B—Summary of Significant Accounting Policies

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The following is a summary of the Hotel’s significant accounting policies:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Major repairs and improvements are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed principally by the straight-line method over the following estimated useful lives of the related assets:

Buildings and improvements	15-39 years
Furniture, fixtures and equipment	3-10 years

Depreciation expense related to property and equipment totaled approximately $386,340 for the year ended December 31, 2007.

Valuation of Long-Lived Assets

The Hotel periodically reviews long-lived assets to be held and used in operations for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when the estimated, undiscounted, future cash flows from the assets are less than the carrying value of the assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. For the year ended December 31, 2007, no impairment loss has been identified or recorded.

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Homecourt Hospitality Hilton Head

Notes to Financial Statements

December 31, 2007

Restricted Cash

Restricted cash represents escrow and reserve accounts held as compensating balances for the note payable. This restricted cash balance is not available for use in the Hotel operations.

Trade Accounts Receivable

Trade accounts receivable are primarily comprised of trade receivables due from guests of the Hotel. The Hotel uses the allowance method to account for uncollectible receivables. At December 31, 2007, no allowance for doubtful account was determined to be necessary. Recoveries of trade receivables previously written off are recorded when received.

Intangible Assets

Deferred loan costs are amortized on a straight-line basis over the term of the loan. The straight-line basis approximates the effective interest method of amortization for loan costs. The costs associated with the franchise agreement are being amortized over 14 years in accordance with the term of the agreement. Interest and amortization expense related to the intangible assets totaled approximately $13,800 for the year ended December 31, 2007.

Revenue Recognition

Revenue is derived from hotel and leisure operations, including the rental of rooms and food and beverage sales. Revenues are recognized when services have been provided. The Hotel presents sales and other taxes collected from customers on a net basis, accordingly, such taxes are not included in revenues or direct costs and expenses.

Income Taxes

Income taxes on earnings are payable personally by the owners of the Hotel pursuant to an election under Section 701 of the Internal Revenue Code and the Hotel is not taxed as a corporation. Accordingly, no provision has been made for federal or state income taxes in these financial statements.

Advertising Expense

The Hotel expenses the cost of advertising as incurred. Advertising expense for the year ended December 31, 2007 was approximately $6,300, and is included as part of administrative and general expenses in the accompanying statements of operations.

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Homecourt Hospitality Hilton Head

Notes to Financial Statements

December 31, 2007

Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48,Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement No. 109. (FIN 48), which clarifies SFAS 109, establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. On initial application, FIN 48 will be applied to all tax positions for which the statute of limitations remains open. Only tax positions that meet the more-likely-than-not recognition threshold at the adoption date will be recognized or continue to be recognized. The cumulative effect of applying FIN 48 will be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted. FIN 48 is effective for fiscal years beginning after December 15, 2007, and will be adopted by the Hotel effective January 1, 2008. The Hotel currently does not believe that the adoption of FIN 48 will have a significant impact on its financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157,Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and will be adopted by the Hotel effective January 1, 2008. The Hotel is currently reviewing the provisions of SFAS 157 to determine the impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and will be adopted by the Hotel effective January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 159 on its financial position, cash flows and results of operations.

In December 2007, the FASB issued Statement 141 (revised 2007),Business Combinations (Statement 141R). Statement 141R changes how a reporting enterprise will account for the acquisition of a business in fiscal years beginning after December 15, 2008. When effective, Statement 141R will replace existing Statement 141 in its entirety. Statement 141R will apply, prospectively, to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning after December 15, 2008, and will be adopted by the Hotel effective January 1, 2009. The Hotel is currently reviewing the provisions of SFAS 141R to determine its impact on its financial statements.

Note C—Property and Equipment

Property and equipment consists of the following at December 31, 2007:

Land	$	1,164,198
Buildings and improvements		8,411,863
Furniture, fixtures and equipment		1,276,765
Total		10,852,826
Less – Accumulated depreciation		(406,817	)
Property and equipment, net	$	10,446,009

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Homecourt Hospitality Hilton Head

Notes to Financial Statements

December 31, 2007

Note D—Intangible Assets

Intangible assets consist of the following at December 31, 2007:

Deferred loan costs	$	86,999
Deferred franchise fees		65,000
Total		151,999
Less – Accumulated amortization		(14,614	)
Total intangible assets, net	$	137,385

Note E—Note Payable

On December 5, 2006, the Hotel assumed a mortgage note payable bearing interest at 6.29%, with monthly principal and interest payments of $43,702, maturing April 11, 2016, at which time the entire outstanding principal balance will be due and payable. The outstanding balance as of December 31, 2007, was $6,419,295. Monthly payments to escrow and other restricted cash accounts are also required. The mortgage note payable is guaranteed by the members of the Hotel.

Total interest expense for the year ended December 31, 2007, was approximately $413,000. Total accrued interest as of December 31, 2007, was approximately $21,000. The bank loan is collateralized by the respective hotel buildings, structures, and other tangible property.

The bank loans require the Hotel to comply with certain operating and other covenants, restrict future encumbrances and limit situations where a change in control in the Hotel may occur. The covenants include the maintenance of certain insurance coverage, ability to provide monthly proceeds to restricted cash held by the bank, and restrictions on the sale or disposition of a significant portion of the Hotel’s assets. The Hotel is in compliance with the covenants, requirements and restrictions as of December 31, 2007.

Maturity of the loan is as follows:

2008	$	124,184
2009		132,225
2010		140,785
2011		149,900
2012		159,606
Thereafter		5,712,595
	$	6,419,295

Note F—Owners’ Equity

Capital Contributions

The Hotel’s owners are Homecourt Hospitality Hilton Head 1, LLC (Hilton Head 1) and Homecourt Hospitality Hilton Head 2, LLC (Hilton Head 2). According to the tenants in common agreement (the Agreement), Hilton Head 1 and Hilton Head 2 are co-owners in the Hotel, each with a 50% interest in the Hotel. Profits and losses are shared in proportion to ownership.

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Homecourt Hospitality Hilton Head

Notes to Financial Statements

December 31, 2007

Owners’ equity consists of the following at December 31, 2007:

	Hilton Head 1			Hilton Head 2			Total
Balance, December 31, 2006	$	2,340,593		$	2,340,593		$	4,681,186
Capital distribution		(85,000	)		(85,000	)		(170,000	)
Allocated net losses		(61,443	)		(61,442	)		(122,885	)
Balance, December 31, 2007	$	2,194,150		$	2,194,151		$	4,388,301

Note G—Commitments and Contingencies

Franchise Agreement

The Hotel is obligated to pay monthly assessments to Hilton Hotels Corporation, in accordance with the franchise agreement. Under the agreement, the Hotel is obligated to pay a program fee and a royalty fee based on a percentage of gross rooms revenue. Expenses under the franchise agreement totaled approximately $108,000 for the year ended December 31, 2007. The franchise agreement terminates on January 11, 2011.

Management Agreement

The Hotel is managed by Premier Hospitality Group, Inc. (the Manager), under a Management Agreement with a five year term that expires December 5, 2011. The Manager operates the Hotel in accordance with the standards outlined in the Management Agreement. Under the Management Agreement, the Hotel pays a management fee based on a percentage of total gross revenues derived from the operation of the Hotel, adjusted for certain expenses. Total management fees for the year ended December 31, 2007, were approximately $47,700.

Note H—Employee Benefit Plan

The employees of the Hotel are included in a retirement savings plan (the Plan) pursuant of Section 401(k) of the Internal Revenue Code. The Plan includes a deferred savings plan with a Hotel match to be placed in an individual retirement account (IRA). Employees may contribute a certain statutory maximum, which is set by law each year. At the discretion of the Hotel, employee contributions may be matched up to 3% of the employees pay or up to 50% of the employees elected deferral. As of December 31, 2007, no employees had elected to participate in the program.

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Hilton Garden Inn, Hilton Head Island, South Carolina

Balance Sheets

	March 31, 2008		December 31, 2007
	(unaudited)
Assets
Property and equipment, net	$	10,350,532	$	10,446,009
Cash		114,103		64,446
Restricted cash		252,333		289,490
Trade accounts receivable		11,078		8,095
Prepaid expenses and other assets		50,253		115,013
Intangible assets, net		157,827		137,385
Total Assets	$	10,936,126	$	11,060,438
Liabilities and Owners’ Equity
Note payable	$	6,390,117	$	6,419,295
Accounts payable and accrued expenses		191,268		252,842
Total Liabilities		6,581,385		6,672,137
Total Owners’ Equity		4,354,741		4,388,301
Total Liabilities and Owners’ Equity	$	10,936,126	$	11,060,438

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Hilton Garden Inn, Hilton Head Island, South Carolina

Statements of Operations

Three Month Periods Ended March 31, 2008 and 2007

Unaudited

	2008			2007
Operating revenues:
Rooms	$	424,133		$	409,883
Other		35,400			41,334
Total revenues		459,533			451,217
Expenses:
Operating expense		154,616			138,158
Depreciation and amortization expense		96,585			96,585
Administrative and general		47,096			41,535
Utilities		29,373			30,391
Property taxes		21,767			16,077
Property operations and maintenance		28,731			46,218
Management and franchise fees		22,552			23,779
Sales and marketing		27,573			32,183
Insurance and other expenses		25,675			27,696
Total expenses		453,968			452,622
Operating income (loss)		5,565			(1,405	)
Other (expense) income:
Interest expense		(101,926	)		(102,565	)
Interest income		145			200
Total other expense		(101,781	)		(102,365	)
Net loss	$	(96,216	)	$	(103,770	)

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Hilton Garden Inn, Hilton Head Island, South Carolina

Statements of Cash Flows

Three Month Periods Ended March 31, 2008 and 2007

Unaudited

	2008			2007
Cash flows from operating activities:
Net loss	$	(96,216	)	$	(103,770	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		96,585			96,585
Changes in operating assets and liabilities:
Trade accounts receivable		(2,983	)		(14,062	)
Prepaid expenses and other assets		44,318			(80,638	)
Accounts payable and accrued expenses		(61,574	)		55,099
Net cash used in operating activities		(19,870	)		(46,786	)
Cash flows from investing activities:
Purchase of property and equipment		(1,108	)		(1,711	)
Net cash used in investing activities		(1,108	)		(1,711	)
Cash flows from financing activities:
Restricted cash		37,157			33,910
Owners contributions		62,656			50,690
Payments on note payable		(29,178	)		(28,540	)
Net cash provided by financing activities		70,635			56,060
Net increase in cash		49,657			7,563
Cash, beginning of year		64,446			114,398
Cash, end of year	$	114,103		$	121,961

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Apple REIT Eight, Inc.

Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2008 (unaudited)

(in thousands, except share data)

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

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
Courtyard	Winston-Salem, NC	$	13.5	May 19, 2008
Hilton Garden Inn	Hilton Head, SC		13.5	May 29, 2008
True North Hotels Portfolio (4 Hotels):
Residence Inn	Kansas City, MO		17.4	April 30, 2008
Residence Inn	Overland Park, KS		15.9	April 30, 2008
Residence Inn	Westford, MA		14.9	April 30, 2008
Fairfield Inn & Suites	Overland Park, KS		12.1	Pending
Intermountain Hotels Portfolio (2 Hotels):
Residence Inn	Fayetteville, NC		12.2	May 9, 2008
Courtyard	Wichita, KS		8.3	June 13, 2008
Dimension Hotels Portfolio (3 Hotels):
Courtyard	Cypress, CA		31.2	April 30, 2008
Homewood Suites	San Jose, CA		19.5	Pending
Homewood Suites	Tukwila, WA		14.5	Pending
Homecourt Hospitality Group (4 Hotels):
Residence Inn	Greenville, SC		8.7	May 19, 2008
Homewood Suites	Birmingham, AL		16.5	May 23, 2008
Homewood Suites	Jacksonville, FL		23.3	June 17, 2008
TownePlace Suites	Tampa, FL		11.2	June 17, 2008
	Total	$	232.7

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 affiliates of True North Hotel Group, Inc., McKibbon Hotel Group, Inc., Intermountain Management, LLC and Dimension Development Company under separate management agreements.

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

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Eight, Inc. is not necessarily indicative of what the actual financial position would have been assuming such transactions had been completed as of March 31, 2008, nor does it purport to represent the future financial position of Apple REIT Eight, 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 sheets of the acquired hotels.

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Balance Sheet as of March 31, 2008 (unaudited)

(In thousands, except share data)

	Company Historical Balance Sheet			Pro forma Adjustments			Total Pro forma
ASSETS
Investment in hotel properties, net	$	414,974		$	238,251	(A)	$	653,225
Cash and cash equivalents		406,070			(147,762	)  (C)		258,308
Other assets, net		20,464			953	(B)		21,417
Total Assets	$	841,508		$	91,442		$	932,950
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Intangible liabilities, net	$	10,055		$	—		$	10,055
Mortgage notes payable - secured		5,143			91,442	(B)		96,585
Accounts payable and accrued expenses		2,197			—			2,197
Total liabilities		17,395			91,442			108,837
Preferred stock, authorized 15,000,000 shares		—			—			—
Series A preferred stock, no par value, authorized 200,000,000 shares		—			—			—
Series B convertible preferred stock, no par value, authorized 240,000 shares		24			—			24
Common stock, no par value, authorized 200,000,000 shares		843,990			—			843,990
Distributions greater than net income		(19,901	)		—			(19,901	)
Total shareholders’ equity		824,113			—			824,113
Total liabilities and shareholders’ equity	$	841,508		$	91,442		$	932,950

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Notes to Pro Forma Condensed Consolidated Balance Sheet (unaudited)

(A) The estimated total purchase price for the 15 properties that have been, or will be, purchased after March 31, 2008 consists of the following. This purchase price allocation is preliminary and subject to change.

(In thousands)	True North Hotels Portfolio			Intermountain Hotels Portfolio			Dimension Hotels Portfolio		Winston-Salem, NC Courtyard			Homecourt Hotels Portfolio			Hilton Head, SC Hilton Garden Inn			Total Combined
Purchase price per contract	$	60,100		$	20,474		$	65,164	$	13,500		$	59,700		$	13,500		$	232,438
Other closing and capitalized costs (credits) incurred		301			103			326		68			299			68			1,165
Acquisition fee payable to Apple Suites Realty Group (2% of purchase price per contract)		1,202			409			1,303		270			1,194			270			4,648
Investment in hotel properties		61,603			20,986			66,793		13,838			61,193			13,838			238,251	(A)
Net other assets/(liabilities) assumed		(25,665	)		(7,060	)		—		(7,920	)		(43,381	)		(6,463	)		(90,489	)  (B)
Total purchase price	$	35,938		$	13,926		$	66,793	$	5,918		$	17,812		$	7,375		$	147,762	(C)

(B) Represents other assets and liabilities assumed in the acquisition of the hotels including, mortgages payable, operational charges and credits and prepaid or accrued property taxes.

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

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Apple REIT Eight, Inc.

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2007 and three months ended March 31, 2008

(in thousands, except per share data)

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

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
Courtyard	Somerset, NJ	$	16.0	November 9, 2007
SpringHill Suites	Greensboro, NC		8.0	November 9, 2007
Courtyard	Harrisonburg, VA		23.2	November 16, 2007
Hampton Inn	Bowling Green, KY		18.8	December 6, 2007
Homewood Suites	Chattanooga, TN		8.6	December 14, 2007
Hampton Inn	Port Wentworth, GA		10.8	January 2, 2008
Independent	New York, NY		99.0	January 4, 2008
Hilton Garden Inn	Annapolis, MD		25.0	January 15, 2008
Hampton Inn	Matthews, NC		11.3	January 15, 2008
Hampton Inn	Dunn, NC		12.5	January 24, 2008
Hilton Garden Inn	Tallahassee, FL		13.2	January 25, 2008
Hampton Inn	Concord, NC		9.2	March 7, 2008
SpringHill Suites	Sanford, FL		11.2	March 14, 2008
Courtyard	Winston-Salem, NC		13.5	May 19, 2008
Hilton Garden Inn	Hilton Head, SC		13.5	May 29, 2008
True North Hotels Portfolio (7 Hotels):
Residence Inn	Marlborough, MA		20.2	January 15, 2008
Hampton Inn & Suites	Westford, MA		15.3	March 6, 2008
SpringHill Suites	Overland Park, KS		8.9	March 17, 2008
Residence Inn	Kansas City, MO		17.4	April 30, 2008
Residence Inn	Overland Park, KS		15.9	April 30, 2008
Residence Inn	Westford, MA		14.9	April 30, 2008
Fairfield Inn & Suites	Overland Park, KS		12.1	Pending
Intermountain Hotels Portfolio (7 Hotels):
Fairfield Inn & Suites	Rogers, AR		8.0	February 29, 2008
Residence Inn	Rogers, AR		11.7	February 29, 2008
Courtyard	Texarkana, TX		12.9	March 7, 2008
TownePlace Suites	Texarkana, TX		9.1	March 7, 2008
Residence Inn	Springdale, AR		5.6	March 14, 2008
Residence Inn	Fayetteville, NC		12.2	May 9, 2008
Courtyard	Wichita, KS		8.3	June 13, 2008
Dimension Hotels Portfolio (4 Hotels):
Hilton Garden Inn	Sacramento, CA		27.6	March 7, 2008
Courtyard	Cypress, CA		31.2	April 30, 2008
Homewood Suites	San Jose, CA		19.5	Pending
Homewood Suites	Tukwila, WA		14.5	Pending
Homecourt Hospitality Group (4 Hotels):
Residence Inn	Greenville, SC		8.7	May 19, 2008
Homewood Suites	Birmingham, AL		16.5	May 23, 2008
Homewood Suites	Jacksonville, FL		23.3	June 17, 2008
TownePlace Suites	Tampa, FL		11.2	June 17, 2008
	Total	$	618.8

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 Newport Hospitality Group, Inc., Larry Blumberg & Associates, True North Hotel Group, Inc., White Lodging Services Corporation, McKibbon Hotel Group, Inc., Intermountain Management, LLC, Marriott International, Inc. and Dimension Development Company under separate management agreements.

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

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Eight, Inc. are not necessarily indicative of what the actual financial results would have been assuming such transactions had been completed as of January 1, 2007, nor do they purport to represent the future financial results of Apple REIT Eight, Inc.

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

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Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the three months ended March 31, 2008

(In thousands, except per share data)

	Company Historical Statement of Operations			Charlotte/ Matthews - Hilton Hampton Inn (A)		Riva Hospitality, LLC Annapolis, MD Hilton Garden Inn (A)			Dunn, NC Hampton Inn (A)		Carlton Hospitality, LLC Tallahassee, FL Hilton Garden Inn (A)		Concord, NC Hampton Inn (A)		Sanford, FL Spring Hill Suites (A)		True North Hotels Portfolio (7 Hotels) (A)			Intermountain Hotels Portfolio (7 Hotels) (A)
Revenue:
Room revenue	$	11,631		$	99	$	70		$	125	$	177	$	383	$	658	$	3,697		$	3,180
Other revenue		980			2		4			2		21		7		29		22			90
Total revenue		12,611			101		74			127		198		390		687		3,719			3,270
Expenses:
Operating expenses		6,422			25		55			56		64		155		252		1,739			1,205
General and administrative		1,144			8		27			10		10		35		27		313			383
Management and franchise fees		816			11		6			10		30		28		50		341			321
Taxes, insurance and other		709			4		11			5		9		22		39		204			183
Depreciation of real estate owned		2,729			—		—			—		—		27		—		610			302
Land lease		1,506			—		—			—		—		—		—		—			—
Investment and interest, net		(6,231	)		—		—			—		—		79		—		582			234
Total expenses		7,095			48		99			81		113		346		368		3,789			2,628
Income tax expense		—			—		—			—		—		—		—		—			—
Net income (loss)	$	5,516		$	53	$	(25	)	$	46	$	85	$	44	$	319	$	(70	)	$	642
Basic and diluted earnings per common share	$	0.07
Weighted average common shares outstanding - basic and diluted		75,397

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Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the three months ended March 31, 2008

(In thousands, except per share data)

	Dimension Hotels Portfolio (4 Hotels) (A)		Winston-Salem, NC Courtyard (A)		Homecourt Hospitality Group (4 Hotels) (A)		Hilton Head, SC Hilton Garden Inn (A)			Pro forma Adjustments			Total Pro forma
Revenue:
Room revenue	$	4,828	$	710	$	3,106	$	424		$	—			29,088
Other revenue		418		63		56		36			—			1,730
Total revenue		5,246		773		3,162		460			—			30,818
Expenses:
Operating expenses		2,215		303		1,066		239			—			13,796
General and administrative		421		79		291		47			—			2,795
Management and franchise fees		336		70		263		23			—			2,305
Taxes, insurance and other		271		42		176		48			—			1,723
Depreciation of real estate owned		512		119		653		97			(2,320	)  (C)		4,882
											2,153	(D)
Land lease		—		—		—		—			—			1,506
Investment and interest, net		756		120		668		102			625	(E)		(3,065	)
Total expenses		4,511		733		3,117		556			458			23,942
Income tax expense		—		—		—		—			—	(G)		—
Net income (loss)	$	735	$	40	$	45	$	(96	)	$	(458	)		6,876
Basic and diluted earnings per common share													$	0.09
Weighted average common shares outstanding - basic and diluted											—	(F)		75,397

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Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2007

(In thousands, except per share data)

	Company Historical Statement of Operations			TLC Somerset, S.M.L.L.C. Somerset, NJ Courtyard (A)		Newport Patriot, L.L.C. Bowling Green, KY Hampton Inn (A)		Amtel Associates, LLC Chattanooga, TN Homewood Suites (A)		BRR Greensboro, S.M.L.L.C. & BRR Harrisonburg, S.M.L.L.C. SpringHill Suites and Courtyard (A)		Newport Historic, L.L.C., Newport Virginian, L.L.C. & Newport Savannah, L.L.C. Port Wentworth, GA Hampton Inn (A)		Hotel 57 New York, NY Indpendent (A)
Revenue:
Room revenue	$	1,385		$	4,181	$	3,181	$	2,011	$	5,395	$	2,942	$	12,702
Other revenue		100			429		51		50		239		40		2,153
Total revenue		1,485			4,610		3,232		2,061		5,634		2,982		14,855
Expenses
Operating expenses		769			2,284		1,343		725		2,002		1,058		11,416
General and administrative		1,046			463		315		178		574		382		2,051
Management and franchise fees		117			432		252		260		764		390		501
Taxes, insurance and other		165			198		78		164		135		160		531
Depreciation of real estate owned		333			180		208		—		319		299		2,604
Interest, net		(6,343	)		507		152		375		321		397		4,421
Total expenses		(3,913	)		4,064		2,348		1,702		4,115		2,686		21,524
Income tax expense		—			—		57		—		35		—		—
Net income (loss)	$	5,398		$	546	$	827	$	359	$	1,484	$	296	$	(6,669	)
Basic and diluted earnings (loss) per common share	$	0.35
Weighted average common shares outstanding - basic and diluted		15,376

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Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2007

(In thousands, except per share data)

	Charlotte/ Matthews - Hilton Hampton Inn (A)		Riva Hospitality, LLC Annapolis, MD Hilton Garden Inn (A)			Dunn, NC Hampton Inn (A)			Carlton Hospitality, LLC Tallahassee, FL Hilton Garden Inn (A)			Concord, NC Hampton Inn (A)		Sanford, FL SpringHill Suites (A)			True North Hotels Portfolio (7 Hotels) (A)		Intermountain Hotels Portfolio (7 Hotels) (A)
Revenue:
Room revenue	$	2,610	$	1,557		$	2,408		$	2,700		$	2,245	$	2,500		$	18,275	$	15,158
Other revenue		70		69			30			318			54		113			95		454
Total revenue		2,680		1,626			2,438			3,018			2,299		2,613			18,370		15,612
Expenses
Operating expenses		876		992			854			1,422			707		1,290			8,126		5,950
General and administrative		273		307			403			115			201		86			1,392		2,138
Management and franchise fees		218		197			194			258			288		308			1,761		1,482
Taxes, insurance and other		85		60			93			218			101		242			908		855
Depreciation of real estate owned		136		608			338			841			248		221			2,501		1,886
Interest, net		181		393			764			541			249		(17	)		3,612		2,850
Total expenses		1,769		2,557			2,646			3,395			1,794		2,130			18,300		15,161
Income tax expense		—		—			—			—			—		—			—		—
Net income (loss)	$	911	$	(931	)	$	(208	)	$	(377	)	$	505	$	483		$	70	$	451
Basic and diluted earnings (loss) per common share
Weighted average common shares outstanding - basic and diluted

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Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2007

(In thousands, except per share data)

	Dimension Hotels Portfolio (4 Hotels) (A)		Winston-Salem, NC Courtyard (A)		Homecourt Hospitality Group (4 Hotels) (A)			Hilton Head, SC Hilton Garden Inn (A)			Pro forma Adjustments			Total Pro forma
Revenue:
Room revenue	$	20,378	$	2,860	$	12,043		$	2,172		$	—		$	116,703
Other revenue		2,055		222		239			224			—			7,005
Total revenue		22,433		3,082		12,282			2,396			—			123,708
Expenses
Operating expenses		7,338		1,248		4,413			1,130			—			53,943
General and administrative		3,718		345		1,190			206			2,000	(B)		17,383
Management and franchise fees		2,382		282		986			156			—			11,228
Taxes, insurance and other		811		156		669			215			—			5,844
Depreciation of real estate owned		3,509		469		2,501			391			(17,592	)  (C)		18,331
												18,331	(D)
Interest, net		3,362		490		2,731			421			(10,146	)  (E)		5,261
Total expenses		21,120		2,990		12,490			2,519			(7,407	)		111,990
Income tax expense		—		—		—			—			(92	)  (G)		—
Net income (loss)	$	1,313	$	92	$	(208	)	$	(123	)	$	7,499		$	11,718
Basic and diluted earnings (loss) per common share														$	0.22
Weighted average common shares outstanding - basic and diluted												38,683	(F)		54,059

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Notes to Pro Forma Condensed Consolidated Statements 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, 2007 for the respective period prior to acquisition by the Company. The Company was initially formed on January 22, 2007, and had no operations before that date. Additionally, two properties began operations during 2007, and one property remained under construction as of March 31, 2008. Therefore, these hotels had limited historical operational activity prior to their opening. The properties and their applicable status are as follows: Annapolis, MD Hilton Garden Inn, opened June 2007, Westford, MA Hampton Inn & Suites, opened August 2007 and Overland Park, KS Fairfield Inn & Suites is under construction.

(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 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, 2007, 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, 2007, 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 agreements 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.

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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 Eight, Inc.
By:	/s/ Glade M. Knight
	Glade M. Knight, Chief Executive Officer
	June 23, 2008

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