Sotherly Hotels Inc. Reports Financial Results for the First Quarter Ended March 31, 2025

/EIN News/ -- WILLIAMSBURG, Va., May 13, 2025 (GLOBE NEWSWIRE) -- 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 first quarter ended March 31, 2025. The Company’s results include the following*:

	Three Months Ended
	March 31, 2025				March 31, 2024
	($ in thousands except per share data)
Total revenues	$	48,312			$	46,548
Net income		4,734				1,323
Net income (loss) attributable to common stockholders		2,691				(659	)
EBITDA		15,032				10,785
Hotel EBITDA		12,921				12,360
FFO attributable to common stockholders and unitholders		3,769				3,961
Adjusted FFO attributable to common stockholders and unitholders		4,517				5,178
Net income (loss) per common share - diluted	$	0.13			$	(0.03	)
FFO per common share and unit	$	0.19			$	0.20
Adjusted FFO per common share and unit	$	0.22			$	0.26

(*) 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 (loss) income 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 Lyfe Resort & Residences (f/k/a Hyde Resort & Residences) and the Hyde Beach House Resort & Residences, increased 5.0% to $129.74, for the three months ended March 31, 2025, from $123.59 in the comparable period in 2024. Changes in RevPAR were driven by a 3.9% increase in occupancy to 68.8% from 64.9% in the comparable 2024 period, and a 1.1% decrease in the average daily rate (“ADR”) to $188.49 for the three months ended March 31, 2025, from $190.50 for the comparable period in 2024.
• Revenue. Total revenue increased to approximately $48.3 million, from approximately $46.5 million, for the three months ended March 31, 2025 and 2024, respectively.
• Net income (loss) attributable to common stockholders. For the three months ended March 31, 2025, net income (loss) attributable to common stockholders increased approximately $3.3 million, compared to the three months ended March 31, 2024, from a loss of approximately $0.7 million to income of approximately $2.7 million.
• Hotel EBITDA. Hotel EBITDA increased to approximately $12.9 million for the three months ended March 31, 2025, from approximately $12.4 million for the comparable period in 2024.
• Adjusted FFO attributable to common stockholders and unitholders. For the three months ended March 31, 2025, Adjusted FFO attributable to common stockholders and unitholders decreased 12.8%, or approximately $0.7 million, over the three months ended March 31, 2024, from approximately $5.2 million to approximately $4.5 million.
• Preferred Dividends. On April 29, 2025 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 $0.492188 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 June 16, 2025 to shareholders of record as of May 30, 2025.

Dave Folsom, President and Chief Executive Officer of Sotherly Hotels Inc., commented, “We are very pleased with the Company’s first quarter results, which exceeded our budgeted expectations.  Hotel EBITDA across our entire portfolio increased 4.5% over prior year.  First quarter 2024 saw a one-time benefit of $550,000 related to a grant for our Savannah hotel, which affected the comparability of Hotel EBITDA across periods.  RevPAR saw a healthy 6.4% increase to prior year and Hotel EBITDA margins increased by 0.2%.  These excellent results stemmed from ongoing improvements in many of our urban properties that have been slower to recover, while at the same time we benefited from many one-time events, such as the U.S. Presidential Inauguration and large sports related events.

As we progress through the second quarter, and look toward the second half of the year, we are becoming more cautious with the overall pace of hotel demand. Although we are not seeing any major pauses in group or transient bookings, we have seen reduction in international travel at our leisure properties, while bookings linked to government funding have experienced lower volume pick-up or even outright cancellations.  Sentiment changes, along with the specter of a yet to be witnessed recession, have created volatility for the hotel industry. Our properties remain optimally managed, and we are dedicated to controlling costs at the asset level, including maintaining a very lean payroll structure.  These efforts will continue to shape hotel profitability as macro-economic conditions come into focus in 2025.”

Balance Sheet/Liquidity

As of March 31, 2025, the Company had approximately $32.8 million of available cash and cash equivalents, of which approximately $21.3 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had principal balances of approximately $317.6 million in outstanding debt, including mortgage and unsecured principal balances, at a weighted average interest rate of approximately 5.88%.

2025 Outlook

Set forth below is the Company’s guidance for 2025. Macroeconomic uncertainty has made providing guidance more difficult. The full year guidance range provided is based on information currently available, including moderating trends and volatility discussed above.  The table below reflects the Company’s projections, within a range, of various financial measures for 2025, in thousands of dollars, except per share and RevPAR data:

	2025 Guidance
	Low Range				High Range
Total revenues	$	183,388			$	188,168
Net (loss) income		(676	)			129
Net loss attributable to common stockholders and unitholders		(8,651	)			(7,846	)
EBITDA		41,879				42,704
Hotel EBITDA		48,829				49,619
FFO attributable to common stockholders and unitholders		10,539				11,344
Adjusted FFO attributable to common stockholders and unitholders		11,544				12,349
Net loss per share attributable to common stockholders	$	(0.43	)		$	(0.39	)
FFO per common share and unit	$	0.52			$	0.56
Adjusted FFO per common share and unit	$	0.57			$	0.61
Rev PAR	$	119.77			$	122.89
Hotel EBITDA margin		26.1	%			26.4	%

Earnings Call/Webcast

The Company will conduct its first quarter 2025 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Tuesday, May 13, 2025. 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 808300. 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 May 13, 2025 through May 20, 2025. To access the rebroadcast, dial 866-813-9403 and enter access code 926357.

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 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 press release and subsequent reports filed with the Securities and Exchange Commission. Except as required by law, 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
		March 31, 2025				December 31, 2024
		Unaudited
ASSETS
Investment in hotel properties, net		$	372,607,991			$	372,376,626
Cash and cash equivalents			11,510,791				7,327,880
Restricted cash			21,300,139				21,382,595
Accounts receivable, net			6,651,255				7,525,356
Prepaid expenses, inventory and other assets			6,018,062				5,763,463
TOTAL ASSETS		$	418,088,238			$	414,375,920
LIABILITIES
Mortgage loans, net		$	315,290,497			$	316,516,148
Unsecured notes			407,630				658,766
Finance lease liabilities			23,646,232				23,201,751
Accounts payable and accrued liabilities			28,595,128				26,577,504
Advance deposits			3,400,240				3,734,825
Dividends and distributions payable			2,088,160				2,088,160
TOTAL LIABILITIES		$	373,427,887			$	372,777,154
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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, respectively.			11,631				11,631
Common stock, par value $0.01, 69,000,000 shares authorized, 20,126,415 shares issued and outstanding at March 31, 2025 and 19,849,165 shares issued and outstanding at December 31, 2024.			201,264				198,492
Additional paid-in capital			175,277,341				175,372,798
Unearned ESOP shares			(447,051	)			(862,107	)
Distributions in excess of retained earnings			(129,005,361	)			(131,695,891	)
Total Sotherly Hotels Inc. stockholders’ equity			46,065,926				43,053,025
Noncontrolling interest			(1,405,575	)			(1,454,259	)
TOTAL EQUITY			44,660,351				41,598,766
TOTAL LIABILITIES AND EQUITY		$	418,088,238			$	414,375,920

SOTHERLY HOTELS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
		Three Months Ended				Three Months Ended
		March 31, 2025				March 31, 2024
		(unaudited)				(unaudited)
REVENUE
Rooms department		$	31,300,501			$	29,739,657
Food and beverage department			10,151,860				9,752,449
Other operating departments			6,859,983				7,056,326
Total revenue			48,312,344				46,548,432
EXPENSES
Hotel operating expenses
Rooms department			6,840,845				6,552,184
Food and beverage department			6,956,521				6,464,855
Other operating departments			2,605,292				2,686,142
Indirect			18,988,885				18,484,896
Total hotel operating expenses			35,391,543				34,188,077
Depreciation and amortization			4,918,737				4,769,717
Corporate general and administrative			1,889,340				1,916,526
Total operating expenses			42,199,620				40,874,320
NET OPERATING INCOME			6,112,724				5,674,112
Other income (expense)
Interest expense			(5,447,565	)			(4,888,806	)
Interest income			70,790				214,772
Other income			126,590				124,877
Loss on early extinguishment of debt			—				(241,878	)
Realized and unrealized gain on hedging activities			566				335,446
Gain on involuntary conversion of assets			3,873,881				122,391
Net income before income taxes			4,736,986				1,340,914
Income tax provision			(3,460	)			(18,093	)
Net income			4,733,526				1,322,821
Add: Net (income) loss attributable to noncontrolling interest			(48,685	)			12,118
Net income attributable to the Company			4,684,841				1,334,939
Undeclared distributions to preferred stockholders			(1,994,312	)			(1,994,312	)
Net income (loss) attributable to common stockholders		$	2,690,529			$	(659,373	)
Net income (loss) per share attributable to common stockholders:
Basic		$	0.13			$	(0.03	)
Diluted		$	0.13			$	(0.03	)
Weighted average number of common shares outstanding
Basic			19,810,498				19,359,601
Diluted			19,810,498				19,359,601

SOTHERLY HOTELS INC.
KEY OPERATING METRICS
(unaudited)

The following tables illustrate the key operating metrics for the three months ended March 31, 2025 and 2024, 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 Lyfe Resort & Residences and the Hyde Beach House Resort & Residences. The composite portfolio metrics represent the Company’s wholly-owned properties and the participating condominium hotel rooms at the Lyfe Resort & Residences and the Hyde Beach House Resort & Residences, during the three months ended March 31, 2025 and the corresponding period in 2024.

		Three Months Ended				Three Months Ended
		March 31, 2025				March 31, 2024
Actual Portfolio Metrics
Occupancy %			68.3	%			64.2	%
ADR		$	182.74			$	182.75
RevPAR		$	124.83			$	117.30
Composite Portfolio Metrics
Occupancy %			68.8	%			64.9	%
ADR		$	188.49			$	190.50
RevPAR		$	129.74			$	123.59

SOTHERLY HOTELS INC.
SUPPLEMENTAL DATA
(unaudited)

The following tables illustrate the key operating metrics for the three months ended March 31, 2025, 2024, and 2023, respectively, for each of the Company’s wholly-owned properties during each respective reporting period, irrespective of ownership percentage during any period.

Occupancy

	Q1 2025				Q1 2024				Q1 2023
The DeSoto Savannah, Georgia		71.0	%			70.9	%			64.4	%
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida		69.9	%			70.2	%			71.0	%
DoubleTree by Hilton Laurel Laurel, Maryland		51.3	%			47.2	%			47.2	%
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania		62.7	%			45.2	%			54.5	%
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida		84.4	%			75.5	%			64.9	%
Georgian Terrace Atlanta, Georgia		58.6	%			58.5	%			46.7	%
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida		81.6	%			83.8	%			83.4	%
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina		62.3	%			60.2	%			55.8	%
Hyatt Centric Arlington Arlington, Virginia		69.5	%			73.0	%			70.3	%
The Whitehall Houston, Texas		71.2	%			59.1	%			48.6	%
Lyfe Resort & Residences(1) Hollywood Beach, Florida		77.6	%			78.7	%			60.5	%
Hyde Beach House Resort & Residences(1) Hollywood Beach, Florida		84.8	%			82.7	%			56.6	%
All properties weighted average		68.8	%			64.9	%			60.4	%
(1) Reflects only those condominium units participating in our rental program for the period.

ADR

	Q1 2025				Q1 2024				Q1 2023
The DeSoto Savannah, Georgia	$	211.87			$	213.38			$	211.97
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	142.80			$	148.38			$	160.63
DoubleTree by Hilton Laurel Laurel, Maryland	$	123.11			$	124.42			$	120.26
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	119.84			$	123.62			$	127.52
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	230.78			$	230.67			$	265.97
Georgian Terrace Atlanta, Georgia	$	194.98			$	188.60			$	206.82
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	221.35			$	215.30			$	214.33
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	169.65			$	164.87			$	163.84
Hyatt Centric Arlington Arlington, Virginia	$	212.47			$	198.85			$	193.53
The Whitehall Houston, Texas	$	162.13			$	163.57			$	164.55
Lyfe Resort & Residences(1) Hollywood Beach, Florida	$	322.04			$	368.11			$	443.65
Hyde Beach House Resort & Residences(1) Hollywood Beach, Florida	$	293.58			$	307.82			$	368.33
All properties weighted average	$	188.49			$	190.50			$	197.07
(1) Reflects only those condominium units participating in our rental program for the period.

RevPAR

	Q1 2025				Q1 2024				Q1 2023
The DeSoto Savannah, Georgia	$	150.51			$	151.37			$	136.43
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	99.81			$	104.15			$	114.05
DoubleTree by Hilton Laurel Laurel, Maryland	$	63.10			$	58.67			$	56.71
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	75.12			$	55.92			$	69.51
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	194.86			$	174.07			$	172.66
Georgian Terrace Atlanta, Georgia	$	114.23			$	110.35			$	96.65
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	180.57			$	180.37			$	178.83
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	105.71			$	99.25			$	91.46
Hyatt Centric Arlington Arlington, Virginia	$	147.68			$	145.21			$	136.11
The Whitehall Houston, Texas	$	115.37			$	96.60			$	80.03
Lyfe Resort & Residences(1) Hollywood Beach, Florida	$	249.85			$	289.74			$	268.51
Hyde Beach House Resort & Residences(1) Hollywood Beach, Florida	$	249.01			$	254.59			$	208.53
All properties weighted average	$	129.74			$	123.59			$	119.06
(1) Reflects only those condominium units participating in our rental program for the period.

SOTHERLY HOTELS INC. RECONCILIATION OF NET (LOSS) INCOME TO FFO, Adjusted FFO, EBITDA and Hotel EBITDA (unaudited)
		Three Months Ended				Three Months Ended
		March 31, 2025				March 31, 2024
Net income		$	4,733,526			$	1,322,821
Depreciation and amortization - real estate			4,903,931				4,754,911
Gain on involuntary conversion of assets			(3,873,881	)			(122,391	)
FFO			5,763,576				5,955,341
Distributions to preferred stockholders			(1,994,312	)			(1,994,312	)
FFO attributable to common stockholders and unitholders			3,769,264				3,961,029
Amortization			14,806				14,806
ESOP and stock - based compensation			322,371				255,956
Loss on early debt extinguishment			—				241,878
Negative lease amortization			411,256				—
Unrealized (gain) loss on hedging activities			(566	)			704,671
Adjusted FFO attributable to common stockholders and unitholders			4,517,131				5,178,340
Weighted average number of shares outstanding, basic			19,810,498				19,359,601
Weighted average number of non-controlling units			364,186				364,186
Weighted average number of shares and units outstanding, basic			20,174,684				19,723,787
FFO per common share and unit		$	0.19			$	0.20
Adjusted FFO per common share and unit		$	0.22			$	0.26

		Three Months Ended				Three Months Ended
		March 31, 2025				March 31, 2024
Net income		$	4,733,526			$	1,322,821
Interest expense			5,447,565				4,888,806
Interest income			(70,790	)			(214,772	)
Income tax provision			3,460				18,093
Depreciation and amortization			4,918,737				4,769,717
EBITDA			15,032,498				10,784,665
Other income			(126,590	)			(124,877	)
Loss on early debt extinguishment			—				241,878
Gain on involuntary conversion of assets			(3,873,881	)			(122,391	)
Subtotal			11,032,027				10,779,275
Corporate general and administrative			1,889,340				1,916,526
Realized and unrealized gain on hedging activities			(566	)			(335,446	)
Hotel EBITDA		$	12,920,801			$	12,360,355

Tables below are reflected in thousands of dollars:

Reconciliation of Outlook of Net (Loss) Income to EBITDA and Hotel EBITDA
	2025 Guidance
	Low Range				High Range
Net (loss) income	$	(676	)		$	129
Interest expense		23,475				23,495
Interest income		(300	)			(300	)
Income tax provision		130				130
Depreciation and amortization		19,250				19,250
EBITDA		41,879				42,704
Unrealized gain on hedging activities		(185	)			(185	)
Corporate general and administrative		7,135				7,100
Hotel EBITDA	$	48,829			$	49,619
Reconciliation of Outlook of Net (Loss) Income to FFO and Adjusted FFO
	2025 Guidance
	Low Range				High Range
Net (loss) income	$	(676	)		$	129
Depreciation and amortization		19,190				19,190
FFO		18,514				19,319
Distributions to preferred stockholders		(7,975	)			(7,975	)
FFO attributable to common stockholders and unitholders		10,539				11,344
Depreciation and amortization		60				60
Negative amortization on ground lease		830				830
Unrealized gain on hedging activities		(185	)			(185	)
ESOP & stock-based compensation		300				300
Adjusted FFO attributable to common stockholders and unitholders	$	11,544			$	12,349

Non-GAAP Financial Measures

The Company considers the non-GAAP financial measures of FFO attributable to common stockholders and unitholders (including FFO per common share and unit), Adjusted FFO attributable to common stockholders and unitholders (including Adjusted FFO per common share and unit), 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, 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 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 attributable to common stockholders and unitholders, 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, 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, management contract termination costs, operating asset depreciation and amortization, gain or loss on a change in control, ESOP and stock compensation expenses and negative lease amortization on our finance ground lease obligation. 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 accrues directly to shareholders.

Hotel EBITDA and Hotel EBITDA Margin

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) realized and unrealized gains and losses on derivative instruments not included in other comprehensive income, (9) other income at the properties, (10) loss on early debt extinguishment, (11) Paycheck Protection Program (PPP) debt forgiveness, (12) gain on exercise of development right, (13) corporate general and administrative expense, and (14) other income. 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. Hotel EBITDA Margin is calculated by dividing Hotel EBITDA by Total Revenues.

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