8-K
SOTHERLY HOTELS LP (SOHOB)
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): November 12, 2021
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
| Maryland (Sotherly Hotels Inc.)<br><br><br>Delaware (Sotherly Hotels LP) | 001-32379 (Sotherly Hotels Inc.)<br><br><br>001-36091 (Sotherly Hotels LP) | 20-1531029 (Sotherly Hotels Inc.)<br><br><br>20-1965427 (Sotherly Hotels LP) |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 306 South Henry Street, Suite 100<br><br><br>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 November 12, 2021, 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 ended September 30, 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<br><br><br>Number | Description |
|---|---|
| 99.1 | Press Release of Sotherly Hotels Inc. dated November 12, 2021, reporting financial results for the quarter ended September 30, 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: November 12, 2021 | 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 |
soho-ex991_6.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
FRIDAY, NOVEMBER 12, 2021
SOTHERLY HOTELS INC. REPORTS FINANCIAL RESULTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2021
Williamsburg, Virginia – November 12, 2021 – 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, 2021. The Company’s results include the following*:
| Three Months Ended | Nine Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 | September 30, 2020 | September 30, 2019 | September 30, 2021 | September 30, 2020 | September 30, 2019 | |||||||||||
| ( in thousands except per share data) | ( in thousands except per share data) | |||||||||||||||
| Total Revenue | $ | 14,414 | $ | 42,552 | $ | 56,917 | $ | 141,483 | ||||||||
| Net loss attributable to common stockholders | ) | (12,260 | ) | (107 | ) | ) | (43,708 | ) | (2,492 | ) | ||||||
| EBITDA | (2,021 | ) | 10,974 | (7,052 | ) | 34,143 | ||||||||||
| Hotel EBITDA | (1,154 | ) | 8,904 | (1,303 | ) | 37,658 | ||||||||||
| FFO attributable to common stockholders and unitholders | (8,162 | ) | 4,719 | ) | (32,261 | ) | 13,010 | |||||||||
| Adjusted FFO attributable to common stockholders and unitholders | ) | (8,560 | ) | 4,258 | ) | (25,483 | ) | 16,213 | ||||||||
| Net loss per common share | ) | $ | (0.86 | ) | $ | (0.01 | ) | ) | $ | (3.06 | ) | $ | (0.18 | ) | ||
| FFO per common share and unit | $ | (0.53 | ) | $ | 0.31 | ) | $ | (2.08 | ) | $ | 0.84 | |||||
| Adjusted FFO per common share and unit | ) | $ | (0.55 | ) | $ | 0.28 | ) | $ | (1.64 | ) | $ | 1.05 |
All values are in US Dollars.
(*) 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 $90.16 for the three months ended September 30, 2021, from $36.68 in the comparable period in 2020, it was 9.9% below RevPAR of $100.06 for the comparable period in 2019. Changes in RevPAR were driven by an increase in the average daily rate (“ADR”) to $160.13 for the three months ended September 30, 2021, from $132.51 for the comparable period in 2020. ADR for the three months ended September 30, 2021, was 10.0% higher than ADR for the comparable period in 2019. RevPAR for the three months ended September 30, 2021, was also driven by an increase in occupancy to 56.3% from 27.7% in the comparable 2020 period. However, occupancy for the three months ended September 30, 2021, was still 12.5% below the 68.8% occupancy achieved during the comparable 2019 period. |
|---|---|
| • | Revenue. Total revenue increased to approximately $35.5 million for the three months ended September 30, 2021 from approximately $14.4 million during the comparable period in 2020. Total revenue for the three months ended September 30, 2021 was 16.6% below total revenue of approximately $42.6 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 September 30, 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 $8.9 million for the three months ended September 30, 2021, from a deficit of approximately $1.2 million during the comparable period in 2020. Hotel EBITDA for the three months ended September 30, 2021, was approximately equal to the Hotel EBITDA generated in the comparable 2019 period. |
| --- | --- |
| • | Adjusted FFO attributable to common stockholders and unitholders. For the three-month period ending September 30, 2021, adjusted FFO attributable to common stockholders and unitholders improved 99.4%, or approximately $8.5 million, over the three months ended September 30, 2020, from a deficit of approximately $8.6 million to a deficit of approximately $0.1 million. For the nine-month period ending September 30, 2021, adjusted FFO available to common stockholders and unitholders improved 83.8% or approximately $21.4 million over the nine months ended September 30, 2020, from a deficit of approximately $25.5 million to a deficit of approximately $4.1 million. |
| --- | --- |
Dave Folsom, President and Chief Executive Officer, of Sotherly Hotels Inc., commented, “Our portfolio of hotels continued to see robust growth in revenue in the third quarter, as demand continued to reflect the ongoing recovery in the lodging industry. Our portfolio increased total revenues in excess of 146% over the same period in the prior year. Just as importantly, our portfolio generated the same level of Hotel EBITDA in the quarter as it did in 2019. During the quarter we saw periods where demand clearly outstripped 2019 levels. This was particularly true in July and over the Labor Day holiday in September. A return to pre-pandemic levels of Hotel EBITDA is an important milestone and reflects the overall strength, in the aggregate, of our markets and our hotels, especially those in high demand leisure locations.”
ESTIMATED MONTHLY CASH USE
The Company estimates the average monthly cash use across its portfolio for the fourth quarter to be approximately $0.5 million based on the following assumptions:
| • | Average hotel-level monthly positive cash flow of approximately $2.95 to $3.0 million; |
|---|---|
| • | Monthly corporate-level G&A cash use of $0.60 to $0.65 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 September 30, 2021, the Company had approximately $32.8 million of available cash and cash equivalents, of which approximately $13.2 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had principal balances of approximately $385.0 million in outstanding debt, including mortgage and secured and unsecured principal balances, at a weighted average interest rate of approximately 4.66%.
2021 Outlook
For the fourth quarter of 2021, the Company expects Composite RevPAR to be down between 15-20% compared to the fourth 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 2021.
Earnings Call/Webcast
The Company will conduct its third quarter 2021 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Friday, November 12, 2021. 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 November 12, 2021 through November 26, 2022. To access the rebroadcast, dial 866-813-9403 or +44 204-525-0658 and enter access code 994951. A replay of the call also will be available on the Internet at www.sotherlyhotels.com until November 12, 2022.
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 twelve hotel properties, comprising 3,156 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide, Hyatt Hotels Corporation, and Marriott International, Inc. 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; and our 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, 2020 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Investment in hotel properties, net | 415,076,396 | $ | 427,824,585 | ||
| Cash and cash equivalents | 19,540,790 | 25,297,771 | |||
| Restricted cash | 13,233,977 | 10,002,775 | |||
| Accounts receivable, net | 3,511,575 | 1,779,776 | |||
| Accounts receivable - affiliate | 132,517 | 401,924 | |||
| Prepaid expenses, inventory and other assets | 8,550,860 | 7,726,980 | |||
| TOTAL ASSETS | 460,046,115 | $ | 473,033,811 | ||
| LIABILITIES | |||||
| Mortgage loans, net | 353,362,209 | $ | 357,545,977 | ||
| Secured notes, net | 18,954,323 | 18,694,355 | |||
| Unsecured notes, net | 10,041,643 | 10,719,100 | |||
| Accounts payable and accrued liabilities | 38,694,748 | 35,631,931 | |||
| Advance deposits | 1,607,570 | 1,964,073 | |||
| Dividends and distributions payable | 4,167,187 | 4,277,070 | |||
| TOTAL LIABILITIES | 426,827,680 | $ | 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,<br> 1,510,000 and 1,610,000 shares issued and outstanding; aggregate liquidation<br> preference 42,280,000 and 42,655,000, at September 30, 2021 and<br> December 31, 2020, respectively. | 15,100 | 16,100 | |||
| 7.875% Series C cumulative redeemable perpetual preferred stock,<br> 1,469,610 and 1,554,610 shares issued and outstanding; aggregate liquidation<br> preference 41,080,196 and 41,160,731, at September 30, 2021 and<br> December 31, 2020, respectively. | 14,696 | 15,546 | |||
| 8.25% Series D cumulative redeemable perpetual preferred stock,<br> 1,165,000 and 1,200,000 shares issued and outstanding; aggregate liquidation<br> preference 32,729,219 and 31,856,250, at September 30, 2021 and<br> December 31, 2020, respectively. | 11,650 | 12,000 | |||
| Common stock, par value 0.01, 69,000,000 shares authorized, 16,717,958<br> shares issued and outstanding at September 30, 2021 and 15,023,850<br> shares issued and outstanding at December 31, 2020. | 167,179 | 150,238 | |||
| Additional paid-in capital | 180,478,295 | 180,189,699 | |||
| Unearned ESOP shares | (3,468,210 | ) | (3,636,026 | ) | |
| Distributions in excess of retained earnings | (137,482,732 | ) | (127,197,489 | ) | |
| Total Sotherly Hotels Inc. stockholders’ equity | 39,735,978 | 49,550,068 | |||
| Noncontrolling interest | (6,517,543 | ) | (5,348,763 | ) | |
| TOTAL EQUITY | 33,218,435 | 44,201,305 | |||
| TOTAL LIABILITIES AND EQUITY | 460,046,115 | $ | 473,033,811 |
All values are in US Dollars.
SOTHERLY HOTELS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||
| REVENUE | ||||||||||||
| Rooms department | $ | 25,232,109 | $ | 10,327,164 | $ | 64,771,623 | $ | 38,957,907 | ||||
| Food and beverage department | 4,822,552 | 1,166,014 | 9,867,666 | 9,465,179 | ||||||||
| Other operating departments | 5,438,465 | 2,921,300 | 17,872,677 | 8,493,762 | ||||||||
| Total revenue | 35,493,126 | 14,414,478 | 92,511,966 | 56,916,848 | ||||||||
| EXPENSES | ||||||||||||
| Hotel operating expenses | ||||||||||||
| Rooms department | 6,498,482 | 3,199,346 | 16,412,978 | 12,033,911 | ||||||||
| Food and beverage department | 3,211,213 | 799,028 | 6,227,964 | 7,531,235 | ||||||||
| Other operating departments | 2,031,983 | 1,071,077 | 6,619,247 | 4,044,313 | ||||||||
| Indirect | 14,820,517 | 10,498,795 | 40,459,670 | 34,610,401 | ||||||||
| Total hotel operating expenses | 26,562,195 | 15,568,246 | 69,719,859 | 58,219,860 | ||||||||
| Depreciation and amortization | 5,005,203 | 4,959,750 | 14,956,888 | 14,935,733 | ||||||||
| (Gain) loss on disposal of assets | (176,299 | ) | 137,014 | (159,079 | ) | 136,563 | ||||||
| Corporate general and administrative | 1,315,425 | 1,159,207 | 4,146,821 | 4,267,141 | ||||||||
| Total hotel operating expenses | 32,706,524 | 21,824,217 | 88,664,489 | 77,559,297 | ||||||||
| NET OPERATING INCOME (LOSS) | 2,786,602 | (7,409,739 | ) | 3,847,477 | (20,642,449 | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expense | (5,617,645 | ) | (4,237,866 | ) | (17,063,763 | ) | (13,519,502 | ) | ||||
| Interest income | 36,391 | 46,116 | 111,299 | 178,483 | ||||||||
| Unrealized gain (loss) on hedging activities | 262,193 | 415,467 | 955,560 | (1,385,041 | ) | |||||||
| Gain on involuntary conversion of assets | 10,782 | 13,518 | 507,739 | 40,125 | ||||||||
| Net loss before income taxes | (2,521,677 | ) | (11,172,504 | ) | (11,641,688 | ) | (35,328,384 | ) | ||||
| Income tax (provision) benefit | (6,544 | ) | 133,233 | (16,126 | ) | (5,344,164 | ) | |||||
| Net loss | (2,528,221 | ) | (11,039,271 | ) | (11,657,814 | ) | (40,672,548 | ) | ||||
| Less: Net loss attributable to noncontrolling<br><br><br>interest | 290,168 | 968,273 | 1,169,344 | 3,531,056 | ||||||||
| Net loss attributable to the Company | (2,238,053 | ) | (10,070,998 | ) | (10,488,470 | ) | (37,141,492 | ) | ||||
| Declared and undeclared distributions to<br><br><br>preferred stockholders | (2,079,028 | ) | (2,188,910 | ) | (5,797,551 | ) | (6,566,731 | ) | ||||
| Gain on extinguishment of preferred stock | — | — | 93,342 | — | ||||||||
| Net loss attributable to common stockholders | $ | (4,317,081 | ) | $ | (12,259,908 | ) | $ | (16,192,679 | ) | $ | (43,708,223 | ) |
| Net loss per share attributable to common<br><br><br>stockholders | ||||||||||||
| Basic | $ | (0.27 | ) | $ | (0.86 | ) | $ | (1.06 | ) | $ | (3.06 | ) |
| Weighted average number of common shares<br><br><br>outstanding | ||||||||||||
| Basic | 16,224,598 | 14,331,647 | 15,236,093 | 14,293,799 |
SOTHERLY HOTELS INC.
KEY OPERATING METRICS
(unaudited)
The following tables illustrate the key operating metrics for the three and nine months ended September 30, 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 nine months ended September 30, 2021 and the corresponding periods in 2020 and 2019.
| Three Months Ended | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 | September 30, 2020 | September 30, 2019 | September 30, 2021 | September 30, 2020 | September 30, 2019 | |||||||||||||
| Actual Portfolio Metrics | ||||||||||||||||||
| Occupancy % | 57.5 | % | 28.9 | % | 70.6 | % | 52.5 | % | 31.6 | % | 72.7 | % | ||||||
| ADR | $ | 151.07 | $ | 123.23 | $ | 142.75 | $ | 143.27 | $ | 142.62 | $ | 157.36 | ||||||
| RevPAR | $ | 86.90 | $ | 35.57 | $ | 100.75 | $ | 75.18 | $ | 45.05 | $ | 114.40 | ||||||
| Composite Portfolio Metrics | ||||||||||||||||||
| Occupancy % | 56.3 | % | 27.7 | % | 68.8 | % | 52.4 | % | 30.4 | % | 71.7 | % | ||||||
| ADR | $ | 160.13 | $ | 132.51 | $ | 145.51 | $ | 160.00 | $ | 152.06 | $ | 162.69 | ||||||
| RevPAR | $ | 90.16 | $ | 36.68 | $ | 100.06 | $ | 83.78 | $ | 46.20 | $ | 116.57 |
SOTHERLY HOTELS INC.
SUPPLEMENTAL DATA
(unaudited)
The following tables illustrate the key operating metrics for the three and nine months ended September 30, 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
| Q3 2021 | Q3 2020 | Q3 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| YTD | YTD | YTD | |||||||
| The DeSoto<br><br><br>Savannah, Georgia | 60.7 | % | 29.7 | % | 60.1 | % | |||
| 57.5 | % | 26.3 | % | 66.3 | % | ||||
| DoubleTree by Hilton Jacksonville Riverfront<br><br><br>Jacksonville, Florida | 63.8 | % | 28.8 | % | 72.9 | % | |||
| 66.4 | % | 38.3 | % | 79.5 | % | ||||
| DoubleTree by Hilton Laurel<br><br><br>Laurel, Maryland | 48.2 | % | 31.7 | % | 72.9 | % | |||
| 47.7 | % | 31.9 | % | 71.5 | % | ||||
| DoubleTree by Hilton Philadelphia Airport<br><br><br>Philadelphia, Pennsylvania | 67.7 | % | 45.1 | % | 82.1 | % | |||
| 57.9 | % | 36.8 | % | 77.5 | % | ||||
| DoubleTree by Hilton Raleigh Brownstone – University<br><br><br>Raleigh, North Carolina | 51.5 | % | 17.3 | % | 79.6 | % | |||
| 42.7 | % | 27.3 | % | 77.6 | % | ||||
| DoubleTree Resort by Hilton Hollywood Beach<br><br><br>Hollywood, Florida | 51.0 | % | 28.1 | % | 60.8 | % | |||
| 54.5 | % | 32.3 | % | 70.9 | % | ||||
| Georgian Terrace<br><br><br>Atlanta, Georgia | 60.1 | % | 18.4 | % | 66.4 | % | |||
| 49.0 | % | 23.5 | % | 70.8 | % | ||||
| Hotel Alba Tampa, Tapestry Collection by Hilton<br><br><br>Tampa, Florida | 71.2 | % | 24.8 | % | 53.0 | % | |||
| 72.5 | % | 34.1 | % | 67.6 | % | ||||
| Hotel Ballast Wilmington, Tapestry Collection by Hilton<br><br><br>Wilmington, North Carolina | 67.3 | % | 45.1 | % | 73.0 | % | |||
| 52.4 | % | 35.8 | % | 71.2 | % | ||||
| Hyatt Centric Arlington<br><br><br>Arlington, Virginia | 48.5 | % | 22.7 | % | 83.6 | % | |||
| 42.8 | % | 27.9 | % | 81.7 | % | ||||
| Sheraton Louisville Riverside<br><br><br>Jeffersonville, Indiana | 65.2 | % | 44.1 | % | 76.7 | % | |||
| 57.9 | % | 43.8 | % | 68.9 | % | ||||
| The Whitehall<br><br><br>Houston, Texas | 34.8 | % | 10.9 | % | 63.9 | % | |||
| 28.8 | % | 23.9 | % | 64.3 | % | ||||
| Hyde Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | 45.0 | % | 19.2 | % | 35.3 | % | |||
| 58.4 | % | 23.8 | % | 52.3 | % | ||||
| Hyde Beach House Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | 31.0 | % | 10.4 | % | - | ||||
| 42.9 | % | 9.6 | % | - | |||||
| All properties weighted average | 56.3 | % | 27.7 | % | 68.8 | % | |||
| 52.4 | % | 30.4 | % | 71.7 | % | ||||
| (1) | Reflects only those condominium units participating in our rental program for the period. | ||||||||
| --- | --- |
ADR
| Q3 2021 | Q3 2020 | Q3 2019 | ||||
|---|---|---|---|---|---|---|
| YTD | YTD | YTD | ||||
| The DeSoto<br><br><br>Savannah, Georgia | $ | 191.51 | $ | 149.23 | $ | 155.52 |
| $ | 181.81 | $ | 158.03 | $ | 176.43 | |
| DoubleTree by Hilton Jacksonville Riverfront<br><br><br>Jacksonville, Florida | $ | 138.80 | $ | 131.37 | $ | 133.71 |
| $ | 132.02 | $ | 139.52 | $ | 140.04 | |
| DoubleTree by Hilton Laurel<br><br><br>Laurel, Maryland | $ | 109.16 | $ | 84.43 | $ | 102.79 |
| $ | 98.45 | $ | 91.86 | $ | 108.45 | |
| DoubleTree by Hilton Philadelphia Airport<br><br><br>Philadelphia, Pennsylvania | $ | 138.85 | $ | 112.23 | $ | 137.37 |
| $ | 120.15 | $ | 113.61 | $ | 143.58 | |
| DoubleTree by Hilton Raleigh Brownstone – University<br><br><br>Raleigh, North Carolina | $ | 120.53 | $ | 95.89 | $ | 135.64 |
| $ | 108.75 | $ | 124.48 | $ | 139.50 | |
| DoubleTree Resort by Hilton Hollywood Beach<br><br><br>Hollywood, Florida | $ | 174.85 | $ | 117.90 | $ | 130.16 |
| $ | 186.24 | $ | 196.03 | $ | 177.85 | |
| Georgian Terrace<br><br><br>Atlanta, Georgia | $ | 187.58 | $ | 175.53 | $ | 180.82 |
| $ | 179.19 | $ | 194.42 | $ | 208.14 | |
| Hotel Alba Tampa, Tapestry Collection by Hilton<br><br><br>Tampa, Florida | $ | 134.26 | $ | 115.32 | $ | 117.74 |
| $ | 144.30 | $ | 147.74 | $ | 131.68 | |
| Hotel Ballast Wilmington, Tapestry Collection by Hilton<br><br><br>Wilmington, North Carolina | $ | 189.68 | $ | 158.88 | $ | 173.57 |
| $ | 174.78 | $ | 151.98 | $ | 162.65 | |
| Hyatt Centric Arlington<br><br><br>Arlington, Virginia | $ | 132.33 | $ | 100.98 | $ | 163.14 |
| $ | 115.73 | $ | 146.56 | $ | 188.93 | |
| Sheraton Louisville Riverside<br><br><br>Jeffersonville, Indiana | $ | 109.69 | $ | 97.04 | $ | 106.70 |
| $ | 102.65 | $ | 98.70 | $ | 117.64 | |
| The Whitehall<br><br><br>Houston, Texas | $ | 135.51 | $ | 108.78 | $ | 137.58 |
| $ | 126.03 | $ | 137.23 | $ | 143.49 | |
| Hyde Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | $ | 363.36 | $ | 321.26 | $ | 247.31 |
| $ | 416.11 | $ | 330.03 | $ | 300.07 | |
| Hyde Beach House Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | $ | 381.67 | $ | 296.94 | $ | - |
| $ | 418.05 | $ | 323.06 | $ | - | |
| All properties weighted average | $ | 160.13 | $ | 132.51 | $ | 145.51 |
| $ | 160.00 | $ | 152.06 | $ | 162.69 | |
| (1) | Reflects only those condominium units participating in our rental program for the period. | |||||
| --- | --- | |||||
| RevPar | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Q3 2021 | Q3 2020 | Q3 2019 | ||||
| YTD | YTD | YTD | ||||
| The DeSoto<br><br><br>Savannah, Georgia | $ | 116.26 | $ | 44.34 | $ | 93.51 |
| $ | 104.62 | $ | 41.53 | $ | 116.95 | |
| DoubleTree by Hilton Jacksonville Riverfront<br><br><br>Jacksonville, Florida | $ | 88.60 | $ | 37.87 | $ | 97.54 |
| $ | 87.69 | $ | 53.39 | $ | 111.38 | |
| DoubleTree by Hilton Laurel<br><br><br>Laurel, Maryland | $ | 52.61 | $ | 26.78 | $ | 74.88 |
| $ | 46.97 | $ | 29.27 | $ | 77.55 | |
| DoubleTree by Hilton Philadelphia Airport<br><br><br>Philadelphia, Pennsylvania | $ | 93.97 | $ | 50.67 | $ | 112.82 |
| $ | 69.57 | $ | 41.85 | $ | 111.23 | |
| DoubleTree by Hilton Raleigh Brownstone – University<br><br><br>Raleigh, North Carolina | $ | 62.10 | $ | 16.59 | $ | 107.98 |
| $ | 46.48 | $ | 34.01 | $ | 108.26 | |
| DoubleTree Resort by Hilton Hollywood Beach<br><br><br>Hollywood, Florida | $ | 89.15 | $ | 33.09 | $ | 79.15 |
| $ | 101.54 | $ | 63.35 | $ | 126.08 | |
| Georgian Terrace<br><br><br>Atlanta, Georgia | $ | 112.67 | $ | 32.28 | $ | 120.11 |
| $ | 87.83 | $ | 45.75 | $ | 147.39 | |
| Hotel Alba Tampa, Tapestry Collection by Hilton<br><br><br>Tampa, Florida | $ | 95.60 | $ | 28.64 | $ | 62.44 |
| $ | 104.59 | $ | 50.43 | $ | 89.07 | |
| Hotel Ballast Wilmington, Tapestry Collection by Hilton<br><br><br>Wilmington, North Carolina | $ | 127.57 | $ | 71.67 | $ | 126.71 |
| $ | 91.57 | $ | 54.48 | $ | 115.86 | |
| Hyatt Centric Arlington<br><br><br>Arlington, Virginia | $ | 64.19 | $ | 22.96 | $ | 136.32 |
| $ | 49.55 | $ | 40.94 | $ | 154.33 | |
| Sheraton Louisville Riverside<br><br><br>Jeffersonville, Indiana | $ | 71.48 | $ | 42.83 | $ | 81.83 |
| $ | 59.48 | $ | 43.27 | $ | 81.02 | |
| The Whitehall<br><br><br>Houston, Texas | $ | 47.11 | $ | 11.87 | $ | 87.94 |
| $ | 36.29 | $ | 32.75 | $ | 92.28 | |
| Hyde Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | $ | 163.47 | $ | 61.74 | $ | 87.25 |
| $ | 242.83 | $ | 78.70 | $ | 156.90 | |
| Hyde Beach House Resort & Residences ^(1)^<br><br><br>Hollywood Beach, Florida | $ | 118.49 | $ | 30.75 | $ | - |
| $ | 179.46 | $ | 30.85 | $ | - | |
| All properties weighted average | $ | 90.16 | $ | 36.68 | $ | 100.06 |
| $ | 83.78 | $ | 46.20 | $ | 116.57 | |
| (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 | Nine Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||
| Net loss attributable to common stockholders | $ | (4,317,081 | ) | $ | (12,259,908 | ) | $ | (16,192,679 | ) | $ | (43,708,223 | ) |
| Add: Net loss attributable to noncontrolling interest | (290,168 | ) | (968,273 | ) | (1,169,344 | ) | (3,531,056 | ) | ||||
| Depreciation and amortization - real estate | 4,987,703 | 4,942,480 | 14,904,387 | 14,882,053 | ||||||||
| Gain on involuntary conversion of assets | (10,782 | ) | (13,518 | ) | (507,739 | ) | (40,125 | ) | ||||
| Gain on extinguishment of preferred stock | — | — | (93,342 | ) | — | |||||||
| (Gain) loss on disposal of assets | (176,299 | ) | 137,014 | (159,079 | ) | 136,563 | ||||||
| FFO attributable to common stockholders and unitholders | $ | 193,373 | $ | (8,162,205 | ) | $ | (3,217,796 | ) | $ | (32,260,788 | ) | |
| Decrease in deferred income taxes | — | — | — | 5,412,084 | ||||||||
| Amortization | 17,500 | 17,270 | 52,501 | 53,680 | ||||||||
| Contract termination fee refund | — | — | — | (72,960 | ) | |||||||
| Unrealized loss (gain) on hedging activities | (262,193 | ) | (415,467 | ) | (955,560 | ) | 1,385,041 | |||||
| Adjusted FFO attributable to common stockholders and unitholders | $ | (51,320 | ) | $ | (8,560,402 | ) | $ | (4,120,855 | ) | $ | (25,482,943 | ) |
| Weighted average number of shares outstanding,<br><br><br>basic | 16,224,598 | 14,331,647 | 15,236,093 | 14,293,799 | ||||||||
| Weighted average number of non-controlling units | 1,166,401 | 1,181,501 | 1,166,414 | 1,200,660 | ||||||||
| Weighted average number of shares and units<br><br><br>outstanding, basic | 17,390,999 | 15,513,148 | 16,402,507 | 15,494,459 | ||||||||
| FFO per common share and unit | $ | 0.01 | $ | (0.53 | ) | $ | (0.20 | ) | $ | (2.08 | ) | |
| Adjusted FFO per common share and unit | $ | (0.00 | ) | $ | (0.55 | ) | $ | (0.25 | ) | $ | (1.64 | ) |
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||
| Net loss attributable to common stockholders | $ | (4,317,081 | ) | $ | (12,259,908 | ) | $ | (16,192,679 | ) | $ | (43,708,223 | ) |
| Add: Net loss attributable to<br><br><br>noncontrolling interest | (290,168 | ) | (968,273 | ) | (1,169,344 | ) | (3,531,056 | ) | ||||
| Interest expense | 5,617,645 | 4,237,866 | 17,063,763 | 13,519,502 | ||||||||
| Interest income | (36,391 | ) | (46,116 | ) | (111,299 | ) | (178,483 | ) | ||||
| Income tax provision (benefit) | 6,544 | (133,233 | ) | 16,126 | 5,344,164 | |||||||
| Depreciation and amortization | 5,005,203 | 4,959,750 | 14,956,888 | 14,935,733 | ||||||||
| Distributions to preferred stockholders | 2,079,028 | 2,188,910 | 5,797,551 | 6,566,731 | ||||||||
| EBITDA | 8,064,780 | (2,021,004 | ) | 20,361,006 | (7,051,632 | ) | ||||||
| (Gain) loss on disposal of assets | (176,299 | ) | 137,014 | (159,079 | ) | 136,563 | ||||||
| Gain on extinguishment of preferred stock | — | — | (93,342 | ) | — | |||||||
| Gain on involuntary conversion of<br><br><br>assets | (10,782 | ) | (13,518 | ) | (507,739 | ) | (40,125 | ) | ||||
| Subtotal | 7,877,699 | (1,897,508 | ) | 19,600,846 | (6,955,194 | ) | ||||||
| Corporate general and administrative | 1,315,425 | 1,159,207 | 4,146,821 | 4,267,141 | ||||||||
| Unrealized loss (gain) on hedging<br><br><br>activities | (262,193 | ) | (415,467 | ) | (955,560 | ) | 1,385,041 | |||||
| Hotel EBITDA | $ | 8,930,931 | $ | (1,153,768 | ) | $ | 22,792,107 | $ | (1,303,012 | ) |
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, 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, 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) equity in the income or loss of equity investees, (5) unrealized gains and losses on derivative instruments not included in other comprehensive income, (6) gains and losses on disposal of assets, (7) realized gains and losses on investments, (8) impairment of long-lived assets or investments, (9) gains on extinguishment of preferred stock, (10) gains or losses on change in control, (11) gain on exercise of development right, (12) corporate general and administrative expense, (13) depreciation and amortization, (14) gains and losses on involuntary conversions of assets, (15) distributions to preferred stockholders and (16) 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.