8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 13, 2014 (March 27, 2014)

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact Name of Registrant as Specified in its Charter)

Maryland (Sotherly Hotels Inc.)	001-32379 (Sotherly Hotels Inc.)	20-1531029 (Sotherly Hotels Inc.)
Delaware (Sotherly Hotels LP)	001-36091 (Sotherly Hotels LP)	20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 W. Francis Street

Williamsburg, Virginia 23185

(757) 229-5648

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

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))

Explanatory Note

On March 27, 2014, Sotherly Hotels Inc. (the “Company”), the sole general partner of Sotherly Hotels LP (the “Operating Partnership”), completed the acquisition (the “Acquisition”) of a 326-room hotel in Atlanta, Georgia known as the Georgian Terrace (the “Georgian Terrace”) from CSC Georgian Terrace Limited Partnership, a Delaware limited partnership.

On April 1, 2014, the Company and the Operating Partnership filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Initial Form 8-K”) reporting, among other things, the completion of the Acquisition. On June 12, 2014 the Company and the Operating Partnership filed an Amendment No. 1 to the Initial Form 8-K (“Amendment No. 1”) to disclose in Items 9.01(a) and 9.01(b) the required financial statements and pro forma financial information related to the Acquisition.

The Company and the Operating Partnership are filing this Amendment No. 2 to the Initial Form 8-K on Form 8-K/A (“Amendment No. 2”) to correct certain typographical and clerical errors in the pro forma financial information filed as Exhibit 99.2 to Amendment No. 1, and to make a minor amendment to the consent of Grant Thornton LLP filed as Exhibit 23.1 to Amendment No. 1. No additional changes are being made to the prior disclosure.

The pro forma financial information attached hereto replaces in its entirety the pro forma financial information previously filed with Amendment No. 1. The pro forma financial information attached hereto should be read in conjunction with the Initial Form 8-K, Amendment No. 1 and this Amendment No. 2, and is incorporated by reference as though fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma combined financial information of Sotherly Hotels Inc. and the Georgian Terrace is filed as Exhibit 99.2 to this Amendment, and is incorporated by reference as though fully set forth herein.

(d) Exhibits

23.1	Consent of Grant Thornton LLP.
99.2	Unaudited pro forma combined financial information of Sotherly Hotels Inc. and the Georgian Terrace.

2

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.

Date: June 13, 2014

SOTHERLY HOTELS INC.
By:	/s/ David R. Folsom
	David R. Folsom President and Chief Operating Officer

SOTHERLY HOTELS LP
by its General Partner,
SOTHERLY HOTELS INC.
By:	/s/ David R. Folsom
	David R. Folsom President and Chief Operating Officer

3

Exhibit List

23.1	Consent of Grant Thornton LLP.
99.2	Unaudited pro forma combined financial information of Sotherly Hotels Inc. and the Georgian Terrace.

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 12, 2014 with respect to the financial statements of CSC Georgian Terrace Limited Partnership included in the Current Report on Form 8-K/A filed on June 12, 2014 of Sotherly Hotels Inc. We hereby consent to the incorporation by reference of said report in the Registration Statements of Sotherly Hotels Inc. (formerly MHI Hospitality Corporation) on Form S-3 (File No. 333-130664) and Form S-8 (File No. 333-192213).

/s/ GRANT THORNTON LLP

June 12, 2014

Charlotte, North Carolina

EX-99.2

Exhibit 99.2

SOTHERLY HOTELS INC.

PROFORMA FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2013

	Sotherly Hotels Inc. Balance Sheet December 31, 2013			Proforma Adjustments of Georgian Terrace			Proforma Balance Sheet
ASSETS
Investment in hotel properties, net	$	202,645,633		$	58,582,627	(2)(3)	$	261,228,260
Investment in joint venture		2,446,039			—			2,446,039
Cash and cash equivalents		9,376,628			(3,778,842	)(1)(2)(5)		5,597,786
Restricted cash		3,796,141			1,754,113	(2)		5,550,254
Accounts receivable, net		1,982,091			465,287	(2)		2,447,378
Accounts receivable-affiliate		101,439			—			101,439
Prepaid expenses, inventory and other assets		2,444,975			430,997	(2)		2,875,972
Shell Island sublease, net		240,196			—			240,196
Deferred income taxes		1,186,122			—			1,186,122
Deferred financing costs, net		3,820,838			606,965	(1)		4,427,803
TOTAL ASSETS	$	228,040,102		$	58,061,147		$	286,101,249
LIABILITIES
Mortgage loans	$	160,363,549		$	41,500,000	(1)	$	201,863,549
Bridge loan		—			19,000,000	(1)		19,000,000
Unsecured notes		27,600,000			—			27,600,000
Accounts payable and accrued liabilities		7,650,219			591,618	(2)		8,241,837
Advance deposits		666,758			—			666,758
Dividends and distributions payable		588,197			—			588,197
TOTAL LIABILITIES		196,868,723			61,091,618			257,960,341
Commitments and contingencies		—			—			—
EQUITY
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, par value $0.01, 972,350 shares authorized, 0 shares issued and outstanding		—			—			—
common stock, par value $0.01, 49,000,000 shares authorized, 10,206,927 shares and 9,999,786 shares issued and outstanding at December 31, 2013 and 2012, respectively		102,069			—			102,069
Additional paid in capital		57,534,113						57,534,113
Distributions in excess of retained earnings		(32,210,917	)		(2,370,719	)(3)(4)(5)		(34,581,636	)
Total Sotherly Hotels Inc. stockholders’ equity		25,425,265			(2,370,719	)		23,054,546
Noncontrolling interest		5,746,114			(659,752	)(3)(4)(5)		5,086,362
TOTAL EQUITY		31,171,379			(3,030,471	)		28,140,908
TOTAL LIABILITIES AND EQUITY	$	228,040,102		$	58,061,147		$	286,101,249

(1) Financing proceeds of first mortgage and bridge loan

(2) Acquisition of Georgian Terrace

(3) Proforma depreciation

(4) Proforma amortization of deferred financing charges

(5) Proforma operating income of the Georgian Terrace

SOTHERLY HOTELS INC.

PROFORMA FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

	Sotherly Hotels Inc. For the year ended December 31, 2013			Proforma Adjustments of Georgian Terrace			Proforma Statement of Operations
REVENUE
Rooms department	$	62,837,422		$	11,608,351	(5)	$	74,445,773
Food and beverage department		22,054,209			6,536,189	(5)		28,590,398
Other operating departments		4,482,896			1,722,547	(5)		6,205,443
Total revenue		89,374,527			19,867,087			109,241,614
EXPENSES
Hotel operating expenses
Rooms department		17,210,445			3,555,858	(5)		20,766,303
Food and beverage department		14,066,145			5,260,642	(5)		19,326,787
Other operating departments		508,868			414,435	(5)		923,303
Indirect		33,683,486			6,111,687	(5)		39,795,173
Total hotel operating expenses		65,468,944			15,342,622			80,811,566
Depreciation and amortization		8,467,228			2,292,717	(6)		10,759,945
Corporate general and administrative		4,360,583			321,959	(5)		4,682,542
Total operating expenses		78,296,755			17,957,298			96,254,053
NET OPERATING INCOME		11,077,772			1,909,789			12,987,561
Other income (expense)
Interest expense		(11,647,141	)		(4,940,260	)(7)		(16,587,401	)
Interest income		17,914			—			17,914
Equity income in joint venture		453,700			—			453,700
Realized and unrealized loss on warrant derivative		(2,205,248	)		—			(2,205,248	)
Impairment of investment in hotel properties, net		(611,000	)		—			(611,000	)
Net( loss) income before income taxes		(2,914,003	)		(3,030,471	)		(5,944,474	)
Income tax provision		(1,521,182	)		—			(1,521,182	)
Net (loss) income		(4,435,185	)		(3,030,471	)		(7,465,656	)
Add: Net loss(income) attributable to the noncontrolling interest		981,126			659,752			1,640,878
Net (loss)income attributable to the Company	$	(3,454,059	)	$	(2,370,719	)	$	(5,824,778	)
Net loss per share attributable to the Company
Basic and diluted	$	(0.34	)	$	(0.23	)	$	(0.57	)
Weighted average number of shares outstanding
Basic and diluted		10,156,955			10,156,955			10,156,955

(1) Financing proceeds of first mortgage and bridge loan

(2) Acquisition of Georgian Terrace

(3) Proforma depreciation

(4) Proforma amortization of deferred financing charges

(5) Proforma operating income of Georgian Terrace

(6) Proforma depreciation

(7) Proforma interest expense