8-K

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): March 3, 2022

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP)	001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP)	20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
306 South Henry Street, Suite 100 Williamsburg, Virginia		23185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

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))

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).

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

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.

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SOHO	The NASDAQ Stock Market LLC
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOB	The NASDAQ Stock Market LLC
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOO	The NASDAQ Stock Market LLC
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHON	The NASDAQ Stock Market LLC

Item 2.02 Results of Operations and Financial Condition.

On March 3, 2022, Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, issued a press release (the “Press Release”) announcing the results of operations and financial condition of the Company for the quarter and year ended December 31, 2021.  A copy of the Press Release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The Press Release contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In the Press Release, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States.

In accordance with General Instruction B.2 and B.6 of Form 8-K, the information included in this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Sotherly Hotels Inc. dated March 3, 2022, reporting financial results for the quarter and year ended December 31, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date:  March 3, 2022	SOTHERLY HOTELS INC.
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer
	SOTHERLY HOTELS LP
		by its General Partner,
		SOTHERLY HOTELS INC.
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

THURSDAY, MARCH 3, 2022

SOTHERLY HOTELS INC. REPORTS FINANCIAL RESULTS

FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2021

Williamsburg, Virginia – March 3, 2022 – Sotherly Hotels Inc. (NASDAQ: SOHO), (“Sotherly” or the “Company”), a self-managed and self-administered lodging real estate investment trust (a “REIT”), today reported its consolidated results for the fourth quarter and year ended December31, 2021. The Company’s results include the following*:

	Three Months Ended									Year Ended
	December 31, 2021			December 31, 2020			December 31, 2019			December 31, 2021			December 31, 2020			December 31, 2019
	($ in thousands except per share data)									($ in thousands except per share data)
Total revenue	$	35,076		$	14,586		$	44,305		$	127,588		$	71,503		$	185,788
Net loss attributable to common stockholders		(17,209	)		(14,241	)		(3,419	)		(33,402	)		(57,949	)		(5,911	)
EBITDA		5,870			(3,608	)		7,745			26,138			(10,659	)		41,887
Hotel EBITDA		8,102			(1,921	)		9,280			30,895			(3,224	)		46,938
FFO attributable to common stockholders and unitholders		(1,723	)		(10,396	)		1,754			(4,941	)		(42,657	)		14,763
Adjusted FFO attributable to common stockholders and unitholders		(1,486	)		(10,164	)		1,026			(5,042	)		(35,453	)		17,549
Net loss per common share	$	(1.05	)	$	(0.99	)	$	(0.25	)	$	(2.15	)	$	(4.05	)	$	(0.43	)
FFO per common share and unit	$	(0.10	)	$	(0.67	)	$	0.11		$	(0.30	)	$	(2.75	)	$	0.96
Adjusted FFO per common share and unit	$	(0.08	)	$	(0.69	)	$	0.07		$	(0.30	)	$	(2.29	)	$	1.14

(*)Earnings before interest, taxes, depreciation and amortization (“EBITDA”), hotel EBITDA, funds from operations (“FFO”) available to common stockholders and unitholders, adjusted FFO available to common stockholders and unitholders, FFO per common share and unit and adjusted FFO per common share and unit are non-GAAP financial measures. See further discussion of these non-GAAP measures, including definitions related thereto, and reconciliations to net income (loss) later in this press release. The Company is the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”), and all references in this release to the “Company”, “Sotherly”, “we”, “us” and “our” refer to Sotherly Hotels Inc., its Operating Partnership and its subsidiaries and predecessors, unless the context otherwise requires or it is otherwise indicated.

HIGHLIGHTS

• RevPAR.  While room revenue per available room (“RevPAR”) for the Company’s composite portfolio, which includes the rooms participating in our rental programs at the Hyde Resort & Residences and the Hyde Beach House Resort & Residences, increased to $85.80 for the three months ended December 31, 2021, from $38.54 in the comparable period in 2020, it was 16.1% below RevPAR of $102.27 for the comparable period in 2019.  Changes in RevPAR were driven by an increase in the average daily rate (“ADR”) to $162.00 for the three months ended December 31, 2021, from $123.89 for the comparable period in 2020.  ADR for the three months ended December 31, 2021, was 4.1% higher than ADR for the comparable period in 2019.  RevPAR for the three months ended December 31, 2021, was also driven by an increase in occupancy to 53.0% from 31.1% in the comparable 2020 period.  However, occupancy for the three months ended December 31, 2021, was still 12.7% below the 65.7% occupancy achieved during the comparable 2019 period.

• Revenue.  Total revenue increased to approximately $35.1 million for the three months ended December 31, 2021 from approximately $14.6 million during the comparable period in 2020.  Total revenue for the three months ended December 31, 2021 was 20.8% below total revenue of approximately $44.3 million during the comparable 2019 period.

• Common Dividends. As approved by its Board of Directors, the Company has suspended its regular quarterly cash dividend in order to preserve liquidity. Accordingly, the Company did not pay a dividend on its common stock and common units for the quarter ended December 31, 2021. The Board of Directors will continue to monitor the situation and assess future quarterly common dividend declarations.  Per the terms of the Company’s preferred stock, the Company cannot make any common dividend payments unless full cumulative distributions have been declared and paid for past distribution periods for each series of preferred stock.

• Hotel EBITDA. The Company increased production of Hotel EBITDA to approximately $8.1 million for the three months ended December 31, 2021, from a deficit of approximately $1.9 million during the comparable period in 2020.  Hotel EBITDA for the three months ended December 31, 2021, was approximately $1.2 million below the Hotel EBITDA generated in the comparable 2019 period.

• Adjusted FFO attributable to common stockholders and unitholders. For the three-month period ending December 31, 2021, adjusted FFO attributable to common stockholders and unitholders improved 85.4%, or approximately $8.7 million, over the three months ended December 31, 2020, from a deficit of approximately $10.2 million to a deficit of approximately $1.5 million. For the twelve-month period ending December 31, 2021, adjusted FFO available to common stockholders and unitholders improved 85.8% or approximately $30.4 million over the twelve months ended December 31, 2020, from a deficit of approximately $35.5 million to a deficit of approximately $5.0 million.

Dave Folsom, President and Chief Executive Officer of Sotherly Hotels Inc., commented, “Fourth quarter performance for our portfolio was tempered by renewed concerns over the Delta and Omicron COVID variants, influencing hotel demand in our markets.  Even with the overhang from COVID, total revenues in the quarter exceeded the same period in the prior year by 140.5%. Hotel EBITDA increased approximately $10 million over Q4 2020 and only trailed Q4 2019 Hotel EBITDA results by 12.7%.  As we exited the fourth quarter of 2021 and moved into the new year, we have seen positive trends resume in the lodging markets as booking trends, along with rising average daily rates, provide for a positive outlook for 2022.  Most markets where we operate have seen the elimination of most COVID restrictions, which bodes well for travel in 2022, as pent-up leisure demand and returning group and business travel is evident in forward bookings.”

ESTIMATED MONTHLY CASH USE

The Company estimates the average monthly cash use across its portfolio for the first quarter to be approximately $0.45 million to $0.65 million based on the following assumptions:

• Average hotel-level monthly positive cash flow of approximately $2.70 million to $2.90 million;

• Monthly corporate-level G&A cash use of $0.50 million;

• Capital expenditures of approximately $0.50 million per month; and

• Corporate finance-related monthly cash use of $2.35 million per month, which includes principal and interest payments on the Company’s outstanding mortgage debt.

Balance Sheet/Liquidity

As of December 31, 2021, the Company had approximately $25.6 million of available cash and cash equivalents, of which approximately $12.4 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had principal balances of approximately $380.2 million in outstanding debt, including mortgage and secured and unsecured principal balances, at a weighted average interest rate of approximately 4.69%.

2022 Outlook

For the first quarter of 2022, the Company expects Composite RevPAR to be down approximately 20% compared to the first quarter 2019, much improved from the first and second quarters of 2021.  Due to the uncertainties related to the COVID-19 pandemic and its impact on travel, the Company is unable to provide additional guidance for 2022.

Portfolio Update

On November 30, 2021, Raleigh Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company, entered into a real estate sale agreement to sell the DoubleTree by Hilton Raleigh-Brownstone University hotel located in Raleigh, North Carolina to CS Acquisition Vehicle, LLC, a Delaware limited liability company, for a purchase price of $42.0 million.  The Company intends to use any net cash proceeds from the sale of the hotel to repay the existing mortgage on the property, repay a portion of the secured notes with Kemmons Wilson, to make any required distribution on the Company’s preferred stock related to maintaining the Company’s REIT status, and for general corporate purposes.  The closing of the sale of the hotel is subject to various customary closing conditions, including the satisfactory completion of a diligence review of the hotel, the accuracy of representations and warranties through closing, and conditions related to the termination of hotel agreements and leases.  On February 28, 2022, we entered into an amendment to the real estate sale agreement whereby: (i) the due diligence period expired effective upon the execution of the amendment; (ii) the buyer’s earnest money deposit in the amount of $800,000 in cash was required to be deposited with the

escrow agent no later than March 2, 2022; and (iii) the closing date is set for May 2, 2022, subject to extension by the buyer for up to 30 days in exchange for an additional cash deposit of $800,000.

On December 13, 2021, Louisville Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company, entered into a purchase and sale agreement to sell the Sheraton Louisville Riverside hotel located in Jeffersonville, Indiana to Riverside Hotel, LLC, an Indiana limited liability company, for a purchase price of $11.5 million, including the assumption by the Buyer of the mortgage loan on the hotel. On February 10, 2022, the Company closed the sale of the Sheraton Louisville Riverside hotel.  There were no net proceeds from the sale.

Earnings Call/Webcast

The Company will conduct its fourth quarter 2021 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Thursday, March 3, 2022. The conference call will be accessible by telephone and through the Internet. Interested individuals are invited to listen to the call by telephone at 844-200-6205 (United States) or +1 929-526-1599 (International). To participate on the webcast, log on to www.sotherlyhotels.com at least 15 minutes before the call to download the necessary software. For those unable to listen to the call live, a taped rebroadcast will be available beginning one hour after completion of the live call on March 3, 2022 through March 31, 2023. To access the rebroadcast, dial 866-813-9403 or +44 204-525-0658 and enter access code 510051.

About Sotherly Hotels Inc.

Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the Southern United States. Sotherly may also opportunistically acquire hotels throughout the United States. Currently, the Company’s portfolio consists of investments in eleven hotel properties, comprising 2,976 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide and Hyatt Hotels Corporation brands, as well as independent hotels. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information, please visit www.sotherlyhotels.com.

Contact at the Company:

Mack Sims

Vice President – Operations & Investor Relations

Sotherly Hotels Inc.

306 South Henry Street, Suite 100

Williamsburg, Virginia 23185

757.229.5648

Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  Forward-looking statements, which are based on certain assumptions and describe our current strategies, expectations, and future plans are generally identified by our use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward-looking.  All statements regarding our expected financial position, business and financing plans are forward-looking statements.

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 the novel coronavirus (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 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 mandated and taken to contain the pandemic or mitigate its impact, the Company’s ability to negotiate forbearance and/or modifications agreements with its lenders on acceptable terms, or at all, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19.  Such additional factors include, but are not limited to, the ability of the Company to effectively acquire and dispose of properties; the ability of the Company to implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions; reduced business and leisure travel due to travel-related health concerns, including the widespread outbreak of COVID-19 or any other infectious or contagious diseases in the U.S. or abroad; adverse changes in the real estate and real estate capital markets; financing risks; litigation risks; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or

classification as a REIT. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. Additional factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:national and local economic and business conditions that affect occupancy rates and revenues at our hotels and the demand for hotel products and services;risks associated with the hotel industry, including competition and new supply of hotel rooms, increases in wages, energy costs and other operating costs;risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements, including our recently negotiated forbearance agreements and loan modifications and, as necessary, to refinance or seek an extension of the maturity of such indebtedness or further modification of such debt agreements; risks associated with adverse weather conditions, including hurricanes;impacts on the travel industry from pandemic diseases, including COVID-19; the availability and terms of financing and capital and the general volatility of the securities markets;management and performance of our hotels; risks associated with maintaining our system of internal controls; risks associated with the conflicts of interest of the Company’s officers and directors; risks associated with redevelopment and repositioning projects, including delays and cost overruns; supply and demand for hotel rooms in our current and proposed market areas; risks associated with our ability to maintain our franchise agreements with our third party franchisors; our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations; our ability to successfully expand into new markets; legislative/regulatory changes, including changes to laws governing taxation of real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT; andour ability to maintain adequate insurance coverage.

Additional factors that could cause actual results to vary from our forward-looking statements are set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K, in this report and subsequent reports filed with the Securities and Exchange Commission.  The Company undertakes no obligation to and does not intend to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although the Company believes its current expectations to be based upon reasonable assumptions, it can give no assurance that its expectations will be attained or that actual results will not differ materially.

Financial Tables Follow…

SOTHERLY HOTELS INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2021			December 31, 2020
ASSETS
Investment in hotel properties, net	$	375,885,224		$	427,824,585
Investment in hotel properties held for sale, net		22,870,487			—
Cash and cash equivalents		13,166,883			25,297,771
Restricted cash		12,415,821			10,002,775
Accounts receivable, net		4,822,187			2,181,700
Prepaid expenses, inventory and other assets		6,894,228			7,726,980
TOTAL ASSETS	$	436,054,830		$	473,033,811
LIABILITIES
Mortgage loans, net	$	351,170,883		$	357,545,977
Secured notes, net		19,128,330			18,694,355
Unsecured notes, net		7,609,934			10,719,100
Accounts payable and accrued liabilities		35,964,460			35,631,931
Advance deposits		1,552,942			1,964,073
Dividends and distributions payable		4,125,351			4,277,070
TOTAL LIABILITIES	$	419,551,900		$	428,832,506
Commitments and contingencies		—			—
EQUITY
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, $0.01 par value, 11,000,000 shares authorized:
8.0% Series B cumulative redeemable perpetual preferred stock,    1,510,000 and 1,610,000 shares issued and outstanding; aggregate liquidation     preference $43,035,000 and $42,655,000, at December 31, 2021 and     December 31, 2020, respectively.		15,100			16,100
7.875% Series C cumulative redeemable perpetual preferred stock,     1,384,610 and 1,554,610 shares issued and outstanding; aggregate liquidation     preference $39,385,669 and $41,160,731, at December 31, 2021 and     December 31, 2020, respectively.		13,846			15,546
8.25% Series D cumulative redeemable perpetual preferred stock,    1,165,000 and 1,200,000 shares issued and outstanding; aggregate liquidation    preference $33,329,922 and $31,856,250, at December 31, 2021 and    December 31, 2020, respectively.		11,650			12,000
Common stock, par value $0.01, 69,000,000 shares authorized, 17,441,058    shares issued and outstanding at December 31, 2021 and 15,023,850    shares issued and outstanding at December 31, 2020.		174,410			150,238
Additional paid-in capital		176,944,455			180,189,699
Unearned ESOP shares		(3,083,398	)		(3,636,026	)
Distributions in excess of retained earnings		(152,814,205	)		(127,197,489	)
Total Sotherly Hotels Inc. stockholders’ equity		21,261,858			49,550,068
Noncontrolling interest		(4,758,928	)		(5,348,763	)
TOTAL EQUITY		16,502,930			44,201,305
TOTAL LIABILITIES AND EQUITY	$	436,054,830		$	473,033,811

SOTHERLY HOTELS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended			Three Months Ended			Twelve Months Ended			Twelve Months Ended
	December 31, 2021			December 31, 2020			December 31, 2021			December 31, 2020
REVENUE
Rooms department	$	23,854,036		$	10,234,681		$	88,625,659		$	49,192,589
Food and beverage department		5,961,822			1,211,466			15,829,487			10,676,646
Other operating departments		5,260,100			3,139,579			23,132,778			11,633,341
Total revenue		35,075,958			14,585,726			127,587,924			71,502,576
EXPENSES
Hotel operating expenses
Rooms department		6,275,085			3,531,401			22,688,063			15,565,313
Food and beverage department		4,069,497			1,000,176			10,297,461			8,531,411
Other operating departments		1,988,348			1,098,540			8,607,594			5,142,853
Indirect		14,640,575			10,876,907			55,100,245			45,487,308
Total hotel operating expenses		26,973,505			16,507,024			96,693,363			74,726,885
Depreciation and amortization		4,952,338			4,961,039			19,909,226			19,896,772
Impairment of investment in      hotel properties, net		12,201,461			—			12,201,461			—
(Gain) loss on disposal of assets		792			(500	)		(158,286	)		136,063
Corporate general and administrative		2,850,345			2,225,386			6,997,166			6,492,526
Total hotel operating expenses		46,978,441			23,692,949			135,642,930			101,252,246
NET OPERATING LOSS		(11,902,483	)		(9,107,223	)		(8,055,006	)		(29,749,670	)
Other income (expense)
Interest expense		(5,622,931	)		(4,537,372	)		(22,686,694	)		(18,056,874	)
Interest income		35,726			31,943			147,025			210,426
Unrealized gain (loss) on hedging activities		538,281			398,840			1,493,841			(986,200	)
Gain on involuntary conversion of assets		80,847			139,731			588,586			179,856
Net loss before income taxes		(16,870,560	)		(13,074,081	)		(28,512,248	)		(48,402,462	)
Income tax (provision) benefit		(11,267	)		63,721			(27,392	)		(5,280,443	)
Net loss		(16,881,827	)		(13,010,360	)		(28,539,640	)		(53,682,905	)
Less: Net loss attributable to noncontrolling      interest		1,148,822			958,285			2,318,166			4,489,341
Net loss attributable to the Company		(15,733,005	)		(12,052,075	)		(26,221,474	)		(49,193,564	)
Declared and undeclared distributions to      preferred stockholders		(1,896,059	)		(2,188,910	)		(7,693,610	)		(8,755,642	)
Gain on extinguishment of preferred stock		419,853			—			513,195			—
Net loss attributable to common stockholders	$	(17,209,211	)	$	(14,240,985	)	$	(33,401,889	)	$	(57,949,206	)
Net loss per share attributable to common      stockholders
Basic	$	(1.05	)	$	(0.99	)	$	(2.15	)	$	(4.05	)
Weighted average number of common shares      outstanding
Basic		16,418,945			14,366,399			15,531,684			14,312,049

SOTHERLY HOTELS INC.

KEY OPERATING METRICS

(unaudited)

The following tables illustrate the key operating metrics for the three and twelve months ended December 31, 2021, 2020 and 2019, respectively, for the Company’s twelve wholly-owned properties (“actual” portfolio metrics). Accordingly, the actual data does not include the participating condominium hotel rooms of the Hyde Resort & Residences and the Hyde Beach House Resort & Residences.  The composite portfolio metrics represent the Company’s twelve wholly-owned properties and the participating condominium hotel rooms at the Hyde Resort & Residences and the Hyde Beach House Resort & Residences during the three and twelve months ended December 31, 2021 and the corresponding periods in 2020 and 2019.  

	Three Months Ended			Three Months Ended			Three Months Ended			Year Ended			Year Ended			Year Ended
	December 31, 2021			December 31, 2020			December 31, 2019			December 31, 2021			December 31, 2020			December 31, 2019
Actual Portfolio Metrics
Occupancy %		54.1	%		31.9	%		67.5	%		52.9	%		31.7	%		71.3	%
ADR	$	151.93		$	110.48		$	150.50		$	145.50		$	134.48		$	155.92
RevPAR	$	82.16		$	35.25		$	101.61		$	76.94		$	42.59		$	111.17
Composite Portfolio Metrics
Occupancy %		53.0	%		31.1	%		65.7	%		52.5	%		30.6	%		70.1	%
ADR	$	162.00		$	123.89		$	155.57		$	160.51		$	144.88		$	161.17
RevPAR	$	85.80		$	38.54		$	102.27		$	84.29		$	44.28		$	112.94

SOTHERLY HOTELS INC.

SUPPLEMENTAL DATA

(unaudited)

The following tables illustrate the key operating metrics for the three and twelve months ended December 31, 2021, 2020 and 2019, respectively, for each of the Company’s wholly-owned properties during each respective reporting period, irrespective of ownership percentage during any period.

Occupancy

	Q4 2021			Q4 2020			Q4 2019
	YTD			YTD			YTD
The DeSoto Savannah, Georgia		64.6	%		38.3	%		62.9	%
		59.3	%		29.3	%		65.4	%
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida		63.7	%		38.4	%		75.4	%
		65.7	%		38.3	%		78.5	%
DoubleTree by Hilton Laurel Laurel, Maryland		49.1	%		32.0	%		65.2	%
		48.0	%		31.9	%		69.9	%
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania		61.9	%		35.3	%		73.9	%
		58.9	%		36.4	%		76.6	%
DoubleTree by Hilton Raleigh Brownstone – University Raleigh, North Carolina		45.4	%		25.8	%		72.5	%
		43.4	%		27.0	%		76.3	%
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida		45.3	%		44.0	%		69.5	%
		52.2	%		35.3	%		70.5	%
Georgian Terrace Atlanta, Georgia		47.7	%		29.8	%		67.5	%
		48.7	%		25.1	%		70.0	%
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida		73.7	%		36.9	%		61.8	%
		72.8	%		34.8	%		66.2	%
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina		60.0	%		25.0	%		60.3	%
		54.3	%		33.1	%		68.5	%
Hyatt Centric Arlington Arlington, Virginia		46.3	%		20.7	%		74.8	%
		43.7	%		26.1	%		79.1	%
Sheraton Louisville Riverside Jeffersonville, Indiana		64.1	%		42.8	%		65.0	%
		59.5	%		43.6	%		67.9	%
The Whitehall Houston, Texas		31.8	%		15.8	%		56.0	%
		29.5	%		21.8	%		62.2	%
Hyde Resort & Residences (1) Hollywood Beach, Florida		40.3	%		24.8	%		44.6	%
		54.2	%		24.1	%		50.5	%
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida		32.3	%		18.7	%		15.0	%
		40.1	%		11.7	%		15.0	%
All properties weighted average		53.0	%		31.1	%		65.7	%
		52.5	%		30.6	%		70.1	%

(1) Reflects only those condominium units participating in our rental program for the period.

ADR

	Q4 2021		Q4 2020		Q4 2019
	YTD		YTD		YTD
The DeSoto Savannah, Georgia	$	193.64	$	134.31	$	169.52
	$	185.06	$	150.24	$	174.75
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	145.64	$	122.35	$	137.96
	$	135.34	$	135.19	$	139.53
DoubleTree by Hilton Laurel Laurel, Maryland	$	107.37	$	84.16	$	103.73
	$	100.75	$	89.92	$	107.34
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	132.47	$	100.27	$	145.10
	$	123.41	$	110.37	$	143.95
DoubleTree by Hilton Raleigh Brownstone – University Raleigh, North Carolina	$	136.22	$	80.44	$	140.45
	$	115.99	$	113.86	$	139.73
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	188.48	$	90.64	$	159.34
	$	186.73	$	162.97	$	173.25
Georgian Terrace Atlanta, Georgia	$	196.76	$	166.36	$	193.56
	$	183.53	$	186.04	$	204.60
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	139.56	$	110.27	$	124.16
	$	143.09	$	137.75	$	129.91
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	163.37	$	133.55	$	157.48
	$	171.60	$	148.48	$	161.50
Hyatt Centric Arlington Arlington, Virginia	$	152.20	$	82.12	$	176.80
	$	125.47	$	133.75	$	188.15
Sheraton Louisville Riverside Jeffersonville, Indiana	$	98.88	$	91.15	$	106.39
	$	101.62	$	96.84	$	114.92
The Whitehall Houston, Texas	$	134.44	$	108.50	$	142.79
	$	128.31	$	132.01	$	143.33
Hyde Resort & Residences (1) Hollywood Beach, Florida	$	411.79	$	341.56	$	284.03
	$	415.38	$	332.86	$	295.49
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	372.58	$	341.76	$	341.58
	$	408.40	$	330.14	$	341.58
All properties weighted average	$	162.00	$	123.89	$	155.57
	$	160.51	$	144.88	$	161.17

(1) Reflects only those condominium units participating in our rental program for the period.

RevPAR

	Q4 2021		Q4 2020		Q4 2019
	YTD		YTD		YTD
The DeSoto Savannah, Georgia	$	125.02	$	51.45	$	106.56
	$	109.76	$	44.03	$	114.34
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	92.74	$	46.95	$	104.03
	$	88.96	$	51.77	$	109.53
DoubleTree by Hilton Laurel Laurel, Maryland	$	52.67	$	26.97	$	67.67
	$	48.41	$	28.69	$	75.06
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	82.01	$	35.37	$	107.16
	$	72.71	$	40.22	$	110.20
DoubleTree by Hilton Raleigh Brownstone – University Raleigh, North Carolina	$	61.84	$	20.79	$	101.80
	$	50.35	$	30.69	$	106.63
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	85.33	$	39.87	$	110.76
	$	97.45	$	57.45	$	122.22
Georgian Terrace Atlanta, Georgia	$	93.87	$	49.64	$	130.56
	$	89.35	$	46.73	$	143.15
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	102.84	$	40.71	$	76.79
	$	104.15	$	47.98	$	85.97
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	97.95	$	33.44	$	94.93
	$	93.18	$	49.19	$	110.58
Hyatt Centric Arlington Arlington, Virginia	$	70.51	$	16.96	$	132.25
	$	54.83	$	34.91	$	148.77
Sheraton Louisville Riverside Jeffersonville, Indiana	$	63.39	$	39.02	$	69.13
	$	60.46	$	42.20	$	78.02
The Whitehall Houston, Texas	$	42.72	$	17.10	$	79.96
	$	37.91	$	28.81	$	89.18
Hyde Resort & Residences (1) Hollywood Beach, Florida	$	166.12	$	84.59	$	126.79
	$	225.21	$	80.10	$	149.36
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	120.52	$	63.79	$	51.36
	$	163.93	$	38.67	$	51.36
All properties weighted average	$	85.80	$	38.54	$	102.27
	$	84.29	$	44.28	$	112.94

(1) Reflects only those condominium units participating in our rental program for the period.

SOTHERLY HOTELS INC.

RECONCILIATION OF NET LOSS TO

FFO, Adjusted FFO, EBITDA and Hotel EBITDA

(unaudited)

	Three Months Ended			Three Months Ended			Year Ended			Year Ended
	December 31, 2021			December 31, 2020			December 31, 2021			December 31, 2020
Net loss	$	(16,881,827	)	$	(13,010,360	)	$	(28,539,640	)	$	(53,682,905	)
Depreciation and amortization - real estate		4,933,630			4,943,329			19,838,017			19,825,382
Impairment of investment in hotel properties, net		12,201,461			—			12,201,461			—
Gain on involuntary conversion of assets		(80,847	)		(139,731	)		(588,586	)		(179,856	)
Distributions to preferred stockholders		(1,896,059	)		(2,188,910	)		(7,693,610	)		(8,755,642	)
(Gain) loss on disposal of assets		792			(500	)		(158,286	)		136,063
FFO attributable to common stockholders and unitholders	$	(1,722,850	)	$	(10,396,172	)	$	(4,940,644	)	$	(42,656,958	)
Decrease in deferred income taxes		—			—			—			5,412,084
Amortization		18,708			17,710			71,209			71,390
ESOP and stock - based compensation		124,486			560,113			689,547			754,111
Aborted offering costs		631,952			—			631,952			—
Contract termination fee refund		—			53,251			—			(19,709	)
Unrealized loss (gain) on hedging activities		(538,281	)		(398,840	)		(1,493,841	)		986,200
Adjusted FFO attributable to common stockholders and unitholders	$	(1,485,985	)	$	(10,163,938	)	$	(5,041,777	)	$	(35,452,882	)
Weighted average number of shares outstanding,   basic		16,418,945			14,366,399			15,531,684			14,312,049
Weighted average number of non-controlling units		1,160,717			1,166,501			1,164,978			1,199,343
Weighted average number of shares and units   outstanding, basic		17,579,662			15,532,900			16,696,662			15,511,392
FFO per common share and unit	$	(0.10	)	$	(0.67	)	$	(0.30	)	$	(2.75	)
Adjusted FFO per common share and unit	$	(0.08	)	$	(0.65	)	$	(0.30	)	$	(2.29	)

	Three Months Ended			Three Months Ended			Year Ended			Year Ended
	December 31, 2021			December 31, 2020			December 31, 2021			December 31, 2020
Net loss	$	(16,881,827	)	$	(13,010,360	)	$	(28,539,640	)	$	(53,682,905	)
Interest expense		5,622,931			4,537,372			22,686,694			18,056,874
Interest income		(35,726	)		(31,943	)		(147,025	)		(210,426	)
Income tax provision (benefit)		11,267			(63,721	)		27,392			5,280,443
Impairment of investment in hotel   properties, net		12,201,461			—			12,201,461			—
Depreciation and amortization		4,952,338			4,961,039			19,909,226			19,896,772
EBITDA		5,870,444			(3,607,613	)		26,138,108			(10,659,242	)
(Gain) loss on disposal of assets		792			(500	)		(158,286	)		136,063
Gain on involuntary conversion of   assets		(80,847	)		(139,731	)		(588,586	)		(179,856	)
Subtotal		5,790,389			(3,747,844	)		25,391,236			(10,703,035	)
Corporate general and administrative		2,850,345			2,225,386			6,997,166			6,492,526
Unrealized loss (gain) on hedging   activities		(538,281	)		(398,840	)		(1,493,841	)		986,200
Hotel EBITDA	$	8,102,453		$	(1,921,298	)	$	30,894,561		$	(3,224,309	)

Non-GAAP Financial Measures

The Company considers the non-GAAP financial measures of FFO (including FFO per share), Adjusted FFO, EBITDA and hotel EBITDA to be key supplemental measures of the Company’s performance and could be considered along with, not alternatives to, net income (loss) as a measure of the Company’s performance. These measures do not represent cash generated from operating activities determined by generally accepted accounting principles (“GAAP”) or amounts available for the Company’s discretionary use and should not be considered alternative measures of net income, cash flows from operations or any other operating performance measure prescribed by GAAP.  

FFO

Industry analysts and investors use Funds from Operations (“FFO”), as a supplemental operating performance measure of an equity REIT. FFO is calculated in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT, represents net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization or impairment, stock compensation costs and after adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by itself.

The Company considers FFO to be a useful measure of adjusted net income (loss) for reviewing comparative operating and financial performance because we believe FFO is most directly comparable to net income (loss), which remains the primary measure of performance, because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies. Although FFO is intended to be a REIT industry standard, other companies may not calculate FFO in the same manner as we do, and investors should not assume that FFO as reported by us is comparable to FFO as reported by other REITs.

Adjusted FFO

The Company presents adjusted FFO, including adjusted FFO per share and unit, which adjusts for certain additional items that are not in NAREIT’s definition of FFO including changes in deferred income taxes, any unrealized gain (loss) on hedging instruments or warrant derivative, loan impairment losses, losses on early extinguishment of debt, gains on extinguishment of preferred stock, aborted offering costs, loan modification fees, franchise termination costs, costs associated with the departure of executive officers, litigation settlement, over-assessed real estate taxes on appeal, management contract termination costs, operating asset depreciation and amortization, change in control gains or losses, ESOP and stock compensation expenses and acquisition transaction costs. We exclude these items as we believe it allows for meaningful comparisons between periods and among other REITs and is more indicative than FFO of the on-going performance of our business and assets. Our calculation of adjusted FFO may be different from similar measures calculated by other REITs.

EBITDA

The Company believes that excluding the effect of non-operating expenses and non-cash charges, and the portion of those items related to unconsolidated entities, all of which are also based on historical cost accounting and may be of limited significance in evaluating current performance, can help eliminate the accounting effects of depreciation and financing decisions and facilitate comparisons of core operating profitability between periods and between REITs, even though EBITDA also does not represent an amount that accrued directly to shareholders.

Hotel EBITDA

The Company defines hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax provision or benefit, (4) depreciation and amortization, (5) impairment of long-lived assets or investments, (6) gains and losses on disposal of assets, (7) gains and losses on involuntary conversions of assets, (8) unrealized gains and losses on derivative instruments not included in other comprehensive income, (9) loss on early debt extinguishment, (10) gain on exercise of development right, (11) corporate general and administrative expense, and (12) other operating revenue not related to our wholly-owned portfolio.  We believe this provides a more complete understanding of the operating results over which our wholly-owned hotels and its operators have direct control.  We believe hotel EBITDA provides investors with supplemental information on the on-going operational performance of our hotels and the effectiveness of third-party management companies operating our business on a property-level basis. The Company’s calculation of hotel EBITDA may be different from similar measures calculated by other REITs.

XML

Document and Entity Information	Mar. 03, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 03, 2022
Entity Registrant Name	SOTHERLY HOTELS INC.
Entity Central Index Key	0001301236
Entity Emerging Growth Company	false
Entity File Number	001-32379
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-1531029
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	SOHO
Name of each exchange on which registered	NASDAQ
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOB
Name of each exchange on which registered	NASDAQ
7.875% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOO
Name of each exchange on which registered	NASDAQ
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHON
Name of each exchange on which registered	NASDAQ
Sotherly Hotels LP [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 03, 2022
Entity Registrant Name	SOTHERLY HOTELS LP
Entity Central Index Key	0001301236
Entity Emerging Growth Company	false
Entity File Number	001-36091
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1965427
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false