SOHO Sotherly Hotels Inc

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 third quarter ended September 30, 2023. The Company’s results include the following*:

	Three Months Ended								Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	($ in thousands except per share data)								($ in thousands except per share data)
Total revenue	$	39,181			$	39,213			$	131,690			$	124,736
Net (loss) income attributable to common stockholders		(3,904	)			113				(1,353	)			21,874
EBITDA		6,539				10,874				30,589				57,878
Hotel EBITDA		7,567				9,823				34,488				34,569
FFO attributable to common stockholders and unitholders		86				3,428				11,277				5,938
Adjusted FFO attributable to common stockholders and unitholders		50				2,358				11,739				9,829
Net (loss) income per common share - diluted	$	(0.20	)		$	0.01			$	(0.08	)		$	1.20
FFO per common share and unit	$	0.00			$	0.18			$	0.58			$	0.32
Adjusted FFO per common share and unit	$	0.00			$	0.12			$	0.60			$	0.53

(*)     Earnings before interest, taxes, depreciation and amortization (“EBITDA”), hotel EBITDA, funds from operations (“FFO”) attributable to common stockholders and unitholders, adjusted FFO attributable 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.  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, decreased  to $102.82, for the three months ended September 30, 2023, from $104.19 in the comparable period in 2022.  Changes in RevPAR were driven by a decrease in the average daily rate (“ADR”) to $167.10 for the three months ended September 30, 2023, from $168.18 for the comparable period in 2022 and by a decrease in occupancy to 61.5% from 62.0% in the comparable 2022 period.  For the nine months ended September 30, 2023, RevPAR increased to $117.89, from $111.16 in the comparable period in 2022.  Changes in RevPAR were driven by an increase in the ADR to $184.83 for the nine months ended September 30, 2023, from $181.72 for the comparable period in 2022 and by an increase in occupancy to 63.8% from 61.2% in the comparable 2022 period.
• Revenue.  Total revenue was approximately $39.2 million for each of the three month periods ended September 30, 2023 and 2022, respectively.  For the nine-month period ending September 30, 2023, total revenue increased to approximately $131.7 million, from approximately $124.7 million during the comparable period in 2022. 
• Net (loss) income attributable to common stockholders. For the three-month period ending September 30, 2023, net income attributable to common stockholders decreased approximately $4.0 million, over the three months ended September 30, 2022, from an income of approximately $0.1 million to a loss of approximately $3.9 million.  For the nine-month period ending September 30, 2023, net (loss) income attributable to common stockholders decreased approximately $23.2 million, over the nine months ended September 30, 2022, from an income of approximately $21.9 million to a loss of approximately $1.4 million.  In the prior period, the Company recognized a significant gain of approximately $30.1 million on the sale of the DoubleTree by Hilton Raleigh Brownstone – University as well as a loss of approximately $5.9 million on the extinguishment of debt.
• Hotel EBITDA.  Hotel EBITDA decreased to approximately $7.6 million for the three months ended September 30, 2023, from approximately $9.8 million during the comparable period in 2022.  Hotel EBITDA for the nine months ended September 30, 2023 decreased slightly by approximately $0.1 million to approximately $34.5 million, from approximately $34.6 million generated in the comparable 2022 period. 
• Adjusted FFO attributable to common stockholders and unitholders. For the three-month period ending September 30, 2023, adjusted FFO attributable to common stockholders and unitholders decreased 97.9%, or approximately $2.3 million, over the three months ended September 30, 2022, from approximately $2.4 million to approximately $0.1 million.  For the nine-month period ending September 30, 2023, adjusted FFO attributable to common stockholders and unitholders increased 19.4%, or approximately $1.9 million, over the nine months ended September 30, 2022, from approximately $9.8 million to approximately $11.7 million.
• Preferred Dividends.  On October 31, 2023 the Company announced a quarterly cash dividend of $0.50 per share of beneficial interest of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock; a quarterly cash dividend of $0.4921875 per share of beneficial interest of the Company’s 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock; and a quarterly cash dividend of $0.515625 per share of beneficial interest of the Company’s 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock.  Each of the Series B, Series C and Series D preferred dividends will be paid on December 15, 2023 to shareholders of record as of November 30, 2023.

Dave Folsom, President and Chief Executive Officer of Sotherly Hotels Inc., commented, "In the third quarter, we continued to witness RevPAR increases over the pre-pandemic results of 2019. Our wholly-owned portfolio’s overall RevPAR improvement over 2019 was 1.7%, with ADR up 15.0%.  Occupancy still lags pre-pandemic levels, which we see as long-term upside potential for our portfolio.  Revenue results for our wholly-owned portfolio, compared to prior year, showed RevPAR slightly up by 0.6% and ADR was up 1.5%.  We continue to see improvement in the group and business travel segments.  Transient leisure remains stable, albeit in the quarter, we did see demand fall off in our South Florida markets, much of which can be attributed to the decrease in international travelers coming to these markets.  Concurrently, many domestic travelers opted for pent-up overseas leisure travel in 2023, rather than vacationing in Florida.  Margins have returned to close to pre-pandemic levels.  Our margins did not compare favorably to prior year, however, owing to our comprehensive resumption of service levels, staffing, and amenities at our full service hotels.  Our current margins reflect a more normalized operating environment, and we believe our portfolio is well positioned to take advantage of occupancy gains, as well as servicing group and business travel demand."

Balance Sheet/Liquidity

As of September 30, 2023, the Company had approximately $29.4 million of available cash and cash equivalents, of which approximately $10.2 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had principal balances of approximately $320.8 million in outstanding debt, including mortgage and unsecured principal balances, at a weighted average interest rate of approximately 5.41%.

Other Events

Effective October 29, 2023, the Company entered into a loan amendment (the "Loan Amendment") to extend the maturity date on the existing mortgage on the DoubleTree by Hilton Philadelphia Airport hotel with the existing lender, TD Bank, N.A. (the "Lender").  Pursuant to the Loan Amendment: (i) the maturity date was extended to December 29, 2023 and (ii) the interest rate was increased to SOFR plus 3.50%.  Concurrent with the execution of the Loan Amendment, the Company also received a waiver of non-compliance with financial covenants for the period ended June 30, 2023, conditioned upon the increase of $450,000 in a reserve account maintained by the Lender, which the Company made.  The Loan continues to be guaranteed by the Operating Partnership.  The Company is in negotiations with the Lender to further modify and extend the mortgage loan.

Q4 2023 Outlook

Set forth below is the Company's guidance for Q4 2023.  The table below reflects the Company’s projections, within a range, of various financial measures for Q4 2023, in thousands of dollars, except per share and RevPAR data:

	Q4 2023 Guidance
	Low Range				High Range
Total revenue	$	40,494			$	41,970
Net loss		(1,708	)			(1,309	)
Net loss available to common stockholders and unitholders		(3,703	)			(3,304	)
EBITDA		7,527				7,916
Hotel EBITDA		9,302				9,641
FFO available to common stockholders and unitholders		969				1,368
Adjusted FFO available to common stockholders and unitholders		1,207				1,606
Net loss per share available to common stockholders	$	(0.19	)		$	(0.17	)
FFO per common share and unit	$	0.05			$	0.07
Adjusted FFO per common share and unit	$	0.06			$	0.08
Rev PAR	$	104.46			$	108.27
Hotel EBITDA margin		23.0	%			23.0	%

Earnings Call/Webcast

The Company will conduct its third quarter 2023 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Thursday, November 9, 2023. The conference call will be accessible by telephone and through the Internet. Interested individuals are invited to listen to the call by telephone at 833-470-1428 (United States) and enter access code 934199. 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 November 9, 2023 through November 23, 2023. To access the rebroadcast, dial 866-813-9403 and enter access code 658153.

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 ten hotel properties, comprising 2,786 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.

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.  We also sometimes refer to our booking pace.  Booking pace is an industry term that we define as the estimated value of committed future bookings at a given point in time.  Booking pace can be further separated into various segments, including group booking pace or business travel booking pace.  All statements regarding our expected financial position, booking pace, business and financing plans are forward-looking statements.

Factors which could have a material adverse effect on the Company’s future operations, results, performance and 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; and our ability to maintain adequate insurance coverage.  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 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

		September 30, 2023				December 31, 2022
		(unaudited)
ASSETS
Investment in hotel properties, net		$	357,027,422			$	365,070,725
Cash and cash equivalents			19,198,625				21,918,680
Restricted cash			10,205,947				5,422,950
Accounts receivable, net			4,776,701				5,844,904
Prepaid expenses, inventory and other assets			9,553,741				8,311,862
TOTAL ASSETS		$	400,762,436			$	406,569,121
LIABILITIES
Mortgage loans, net		$	317,633,743			$	320,482,103
Unsecured notes			1,722,700				2,545,975
Accounts payable and accrued liabilities			25,957,518				25,704,835
Advance deposits			2,872,457				2,233,013
Dividends and distributions payable			2,088,160				4,082,472
TOTAL LIABILITIES		$	350,274,578			$	355,048,398
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,    1,464,100 and 1,464,100 shares issued and outstanding; aggregate liquidation     preference each $44,655,050, at September 30, 2023 and     December 31, 2022, respectively.			14,641				14,641
7.875% Series C cumulative redeemable perpetual preferred stock,     1,346,110 and 1,346,110 shares issued and outstanding; aggregate liquidation     preference each $40,940,681, at September 30, 2023 and     December 31, 2022, respectively.			13,461				13,461
8.25% Series D cumulative redeemable perpetual preferred stock,    1,163,100 and 1,163,100 shares issued and outstanding; aggregate liquidation    preference each $35,674,458, at September 30, 2023 and    December 31, 2022, respectively.			11,631				11,631
Common stock, par value $0.01, 69,000,000 shares authorized, 19,696,805    shares issued and outstanding at September 30, 2023 and 18,951,525    shares issued and outstanding at December 31, 2022.			196,968				189,515
Additional paid-in capital			176,304,184				175,611,370
Unearned ESOP shares			(2,464,231	)			(2,601,134	)
Distributions in excess of retained earnings			(122,338,042	)			(120,985,183	)
Total Sotherly Hotels Inc. stockholders’ equity			51,738,612				52,254,301
Noncontrolling interest			(1,250,754	)			(733,578	)
TOTAL EQUITY			50,487,858				51,520,723
TOTAL LIABILITIES AND EQUITY		$	400,762,436			$	406,569,121

SOTHERLY HOTELS INC.CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
REVENUE
Rooms department		$	26,260,586			$	26,110,030			$	87,915,797			$	83,509,003
Food and beverage department			7,522,753				6,816,327				25,772,453				20,146,373
Other operating departments			5,398,024				6,286,338				18,001,724				21,080,181
Total revenue			39,181,363				39,212,695				131,689,974				124,735,557
EXPENSES
Hotel operating expenses
Rooms department			6,437,081				6,539,306				19,866,515				19,694,649
Food and beverage department			5,607,350				4,731,787				17,933,777				13,868,567
Other operating departments			2,198,058				2,386,901				6,819,661				7,470,380
Indirect			17,372,167				15,731,938				52,582,080				49,132,884
Total hotel operating expenses			31,614,656				29,389,932				97,202,033				90,166,480
Depreciation and amortization			4,715,019				4,704,806				14,056,523				13,889,621
(Gain) loss on disposal of assets			(4,700	)			1,215				(4,700	)			491,828
Corporate general and administrative			1,688,535				1,827,746				5,458,340				4,774,139
Total hotel operating expenses			38,013,510				35,923,699				116,712,196				109,322,068
NET OPERATING INCOME			1,167,853				3,288,996				14,977,778				15,413,489
Other income (expense)
Interest expense			(4,466,630	)			(4,224,387	)			(12,868,595	)			(15,280,531	)
Interest income			222,878				40,581				592,315				92,515
Loss on early extinguishment of debt			—				—				—				(5,944,881	)
Unrealized gain (loss) on hedging activities			103,946				1,457,552				(51,686	)			2,992,311
PPP debt forgiveness			—				—				275,494				—
Gain on sale of hotel properties			—				—				—				30,053,977
Gain on involuntary conversion of assets			551,729				1,422,295				1,331,374				1,473,842
Net (loss) income before income taxes			(2,420,224	)			1,985,037				4,256,680				28,800,722
Income tax benefit (provision)			354,398				(12,474	)			322,679				(33,744	)
Net (loss) income			(2,065,826	)			1,972,563				4,579,359				28,766,978
Add: Net loss (income) attributable to noncontrolling interest			156,558				51,094				50,720				(1,317,225	)
Net (loss) income attributable to the Company			(1,909,268	)			2,023,657				4,630,079				27,449,753
Undeclared distributions to preferred stockholders			(1,994,313	)			(1,813,820	)			(5,982,938	)			(5,639,906	)
(Loss) gain on extinguishment of preferred stock			—				(97,157	)			—				64,518
Net (loss) income attributable to common stockholders		$	(3,903,581	)		$	112,680			$	(1,352,859	)		$	21,874,365
Net (loss) income per share attributable to common stockholders:
Basic		$	(0.20	)		$	0.01			$	(0.08	)		$	1.24
Diluted		$	(0.20	)		$	0.01			$	(0.08	)		$	1.20
Weighted average number of common shares outstanding
Basic			18,906,851				18,045,365				18,742,219				17,598,153
Diluted			18,906,851				18,559,666				18,742,219				18,209,766

SOTHERLY HOTELS INC.KEY OPERATING METRICS(unaudited)

The following tables illustrate the key operating metrics for the three and nine months ended September 30, 2023 and 2022, respectively, for the Company’s 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 ten wholly-owned properties in the portfolio that were under the Company’s control during the three and nine months ended September 30, 2023 and the corresponding period in 2022 are considered same-store properties (“same-store” portfolio metrics). Accordingly, the same-store data does not reflect the performances of the Sheraton Louisville Riverside which was sold in February 2022, or the DoubleTree by Hilton Raleigh-Brownstone University which was sold in June 2022.  The composite portfolio metrics represent the Company’s 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 nine months ended September 30, 2023 and the corresponding period in 2022.  The same-store (composite) portfolio metrics includes all properties with the exceptions of the Sheraton Louisville Riverside and the DoubleTree by Hilton Raleigh-Brownstone University, during the three and nine months ended September 30, 2023 and the corresponding period in 2022.

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Actual Portfolio Metrics
Occupancy %			62.4	%			63.0	%			64.5	%			61.7	%
ADR		$	164.14			$	161.77			$	179.18			$	170.13
RevPAR		$	102.46			$	101.87			$	115.59			$	105.00
Same-Store Portfolio Metrics
Occupancy %			62.4	%			63.0	%			64.5	%			62.3	%
ADR		$	164.14			$	161.77			$	179.18			$	171.32
RevPAR		$	102.46			$	101.87			$	115.59			$	106.74
Composite Portfolio Metrics
Occupancy %			61.5	%			62.0	%			63.8	%			61.2	%
ADR		$	167.10			$	168.18			$	184.83			$	181.72
RevPAR		$	102.82			$	104.19			$	117.89			$	111.16
Same-Store (Composite) Portfolio Metrics
Occupancy %			61.5	%			62.0	%			63.8	%			61.7	%
ADR		$	167.10			$	168.18			$	184.83			$	183.25
RevPAR		$	102.82			$	104.19			$	117.89			$	113.07

SOTHERLY HOTELS INC.SUPPLEMENTAL DATA(unaudited)

The following tables illustrate the key operating metrics for the three and nine months ended September 30, 2023, 2022 and 2021, respectively, for each of the Company’s wholly-owned properties during each respective reporting period, irrespective of ownership percentage during any period.

Occupancy

	Q3 2023				Q3 2022				Q3 2021
	YTD				YTD				YTD
The DeSoto Savannah, Georgia		69.8	%			64.1	%			60.7	%
		71.0	%			67.5	%			57.5	%
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida		69.2	%			71.6	%			63.8	%
		71.7	%			70.8	%			66.4	%
DoubleTree by Hilton Laurel Laurel, Maryland		53.7	%			61.4	%			48.2	%
		59.3	%			60.4	%			47.7	%
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania		63.1	%			65.3	%			67.7	%
		62.8	%			65.8	%			57.9	%
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida		50.0	%			55.7	%			51.0	%
		59.3	%			64.9	%			54.5	%
Georgian Terrace Atlanta, Georgia		50.9	%			50.7	%			60.1	%
		50.1	%			49.1	%			49.0	%
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida		73.6	%			71.0	%			71.2	%
		78.2	%			77.4	%			72.5	%
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina		78.0	%			75.3	%			67.3	%
		71.7	%			63.9	%			52.4	%
Hyatt Centric Arlington Arlington, Virginia		77.3	%			69.2	%			48.5	%
		77.1	%			63.8	%			42.8	%
The Whitehall Houston, Texas		39.1	%			47.2	%			34.8	%
		46.2	%			41.9	%			28.8	%
Hyde Resort & Residences (1) Hollywood Beach, Florida		43.8	%			49.5	%			45.0	%
		51.1	%			58.6	%			58.4	%
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida		40.9	%			38.9	%			31.0	%
		46.2	%			46.8	%			42.9	%
All properties weighted average		61.5	%			62.0	%			56.3	%
		63.8	%			61.2	%			52.4	%

(1

)

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

ADR

	Q3 2023				Q3 2022				Q3 2021
	YTD				YTD				YTD
The DeSoto Savannah, Georgia	$	192.17			$	198.80			$	191.51
	$	210.62			$	210.82			$	181.81
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	135.56			$	132.62			$	138.80
	$	146.03			$	142.25			$	132.02
DoubleTree by Hilton Laurel Laurel, Maryland	$	125.68			$	116.38			$	109.16
	$	127.92			$	115.93			$	98.45
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	142.80			$	144.39			$	138.85
	$	141.67			$	137.92			$	120.15
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	140.70			$	154.66			$	174.85
	$	209.37			$	210.40			$	186.24
Georgian Terrace Atlanta, Georgia	$	183.36			$	207.86			$	187.58
	$	193.55			$	198.44			$	179.19
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	151.04			$	140.22			$	134.26
	$	181.67			$	165.98			$	144.30
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	198.05			$	189.06			$	189.68
	$	191.10			$	186.83			$	174.78
Hyatt Centric Arlington Arlington, Virginia	$	188.82			$	177.10			$	132.33
	$	207.21			$	183.07			$	115.73
The Whitehall Houston, Texas	$	154.80			$	144.45			$	135.51
	$	162.96			$	146.54			$	126.03
Hyde Resort & Residences (1) Hollywood Beach, Florida	$	282.98			$	331.42			$	363.36
	$	365.06			$	428.45			$	416.11
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	242.02			$	335.12			$	381.67
	$	319.01			$	394.75			$	418.05
All properties weighted average	$	167.10			$	168.18			$	160.13
	$	184.83			$	181.72			$	160.00

(1

)

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

RevPAR

	Q3 2023				Q3 2022				Q3 2021
	YTD				YTD				YTD
The DeSoto Savannah, Georgia	$	134.15			$	127.47			$	116.26
	$	149.53			$	142.28			$	104.62
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	93.75			$	94.93			$	88.60
	$	104.78			$	100.69			$	87.69
DoubleTree by Hilton Laurel Laurel, Maryland	$	67.50			$	71.49			$	52.61
	$	75.91			$	70.04			$	46.97
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	90.11			$	94.24			$	93.97
	$	88.99			$	90.74			$	69.57
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	70.31			$	86.20			$	89.15
	$	124.10			$	136.48			$	101.54
Georgian Terrace Atlanta, Georgia	$	93.42			$	105.33			$	112.67
	$	97.00			$	97.50			$	87.83
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	111.14			$	99.56			$	95.60
	$	142.02			$	128.46			$	104.59
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	154.55			$	142.27			$	127.57
	$	137.08			$	119.36			$	91.57
Hyatt Centric Arlington Arlington, Virginia	$	145.89			$	122.55			$	64.19
	$	159.67			$	116.87			$	49.55
The Whitehall Houston, Texas	$	60.54			$	68.16			$	47.11
	$	75.30			$	61.38			$	36.29
Hyde Resort & Residences (1) Hollywood Beach, Florida	$	123.96			$	164.05			$	163.47
	$	186.64			$	250.92			$	242.83
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	98.87			$	130.31			$	118.49
	$	147.32			$	184.78			$	179.46
All properties weighted average	$	102.82			$	104.19			$	90.16
	$	117.89			$	111.16			$	83.78

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

SOTHERLY HOTELS INC.RECONCILIATION OF NET INCOME (LOSS) TOFFO, Adjusted FFO, EBITDA and Hotel EBITDA(unaudited)

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Net (loss) income		$	(2,065,826	)		$	1,972,563			$	4,579,359			$	28,766,978
Depreciation and amortization - real estate			4,702,148				4,690,712				14,017,095				13,846,737
Distributions to preferred stockholders			(1,994,313	)			(1,813,820	)			(5,982,938	)			(5,639,906	)
(Gain) loss on disposal of assets			(4,700	)			1,215				(4,700	)			(29,562,149	)
Gain on involuntary conversion of assets			(551,729	)			(1,422,295	)			(1,331,374	)			(1,473,842	)
FFO attributable to common stockholders and unitholders			85,580				3,428,375				11,277,442				5,937,818
Amortization			12,871				14,094				39,428				42,844
ESOP and stock - based compensation			55,763				373,256				370,714				895,945
Loss on early debt extinguishment			—				—				—				5,944,881
Unrealized (gain) loss on hedging activities			(103,946	)			(1,457,552	)			51,686				(2,992,311	)
Adjusted FFO attributable to common stockholders and unitholders		$	50,268			$	2,358,173			$	11,739,270			$	9,829,177
Weighted average number of shares outstanding, basic			18,906,851				18,045,365				18,742,219				17,598,153
Weighted average number of non-controlling units			578,744				1,043,033				724,555				1,095,284
Weighted average number of shares and units outstanding, basic			19,485,595				19,088,398				19,466,774				18,693,437
FFO per common share and unit		$	0.00			$	0.18			$	0.58			$	0.32
Adjusted FFO per common share and unit		$	0.00			$	0.12			$	0.60			$	0.53

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Net (loss) income		$	(2,065,826	)		$	1,972,563			$	4,579,359			$	28,766,978
Interest expense			4,466,630				4,224,387				12,868,595				15,280,531
Interest income			(222,878	)			(40,581	)			(592,315	)			(92,515	)
Income tax (benefit) provision			(354,398	)			12,474				(322,679	)			33,744
Depreciation and amortization			4,715,019				4,704,806				14,056,523				13,889,621
EBITDA			6,538,547				10,873,649				30,589,483				57,878,359
PPP loan forgiveness			—				—				(275,494	)			—
Loss on early debt extinguishment			—				—				—				5,944,881
(Gain) loss on disposal of assets			(4,700	)			1,215				(4,700	)			(29,562,149	)
Gain on involuntary conversion of assets			(551,729	)			(1,422,295	)			(1,331,374	)			(1,473,842	)
Subtotal			5,982,118				9,452,569				28,977,915				32,787,249
Corporate general and administrative			1,688,535				1,827,746				5,458,340				4,774,139
Unrealized (gain) loss on hedging activities			(103,946	)			(1,457,552	)			51,686				(2,992,311	)
Hotel EBITDA		$	7,566,707			$	9,822,763			$	34,487,941			$	34,569,077

Tables below are reflected in thousands of dollars:

Reconciliation of Outlook of Net Income to EBITDA and Hotel EBITDA
	Q4 2023 Guidance
	Low Range				High Range
Net loss	$	(1,708	)		$	(1,309	)
Interest expense		4,675				4,660
Interest income		(150	)			(150	)
Income tax provision		25				30
Depreciation and amortization		4,685				4,685
EBITDA		7,527				7,916
Unrealized loss on hedging activities		100				75
Corporate general and administrative		1,675				1,650
Hotel EBITDA	$	9,302			$	9,641
Reconciliation of Outlook of Net Income to FFO and Adjusted FFO
	Q4 2023 Guidance
	Low Range				High Range
Net loss	$	(1,708	)		$	(1,309	)
Depreciation and amortization		4,672				4,672
FFO		2,964				3,363
Distributions to preferred stockholders		(1,995	)			(1,995	)
FFO attributable to common stockholders and unitholders		969				1,368
Amortization		13				13
Unrealized loss on hedging activities		100				75
ESOP stock based compensation		125				150
Adjusted FFO attributable to common stockholders and unitholders	$	1,207			$	1,606

Non-GAAP Financial Measures

The Company considers the non-GAAP financial measures of FFO (including FFO per share), Adjusted FFO (including Adjusted FFO per share), 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 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, gains or losses from involuntary conversions of 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 derivatives, 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 and/or sale 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) Paycheck Protection Program (PPP) debt forgiveness, (11) gain on exercise of development right, (12) corporate general and administrative expense, and (13) 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.

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