Sotherly Hotels (SOHO) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Entity Registrant Name	SOTHERLY HOTELS INC.
Entity Central Index Key	0001301236
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32379
Entity Tax Identification Number	20-1531029
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Document Transition Report	false
Entity Common Stock, Shares Outstanding		18,119,245
Common Stock [Member]
Document Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	SOHO
Name of each exchange on which registered	NASDAQ
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOB
Name of each exchange on which registered	NASDAQ
7.875% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOO
Name of each exchange on which registered	NASDAQ
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHON
Name of each exchange on which registered	NASDAQ
Sotherly Hotels LP [Member]
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Entity Registrant Name	SOTHERLY HOTELS LP
Entity Central Index Key	0001301236
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36091
Entity Tax Identification Number	20-1965427
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Document Transition Report	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Investment in hotel properties, net	$ 372,629,466	$ 375,885,224
Investment in hotel properties held for sale, net	11,806,536	22,870,487
Cash and cash equivalents	20,184,327	13,166,883
Restricted cash	10,137,452	12,411,654
Accounts receivable, net	3,959,215	4,822,187
Prepaid expenses, inventory and other assets	7,129,479	6,894,228
TOTAL ASSETS	425,846,475	436,050,663
LIABILITIES
Mortgage loans, net	338,831,497	351,170,883
Secured notes, net	19,237,289	19,128,330
Unsecured notes, net	7,609,934	7,609,934
Accounts payable and accrued liabilities	38,087,621	35,960,293
Advance deposits	1,842,634	1,552,942
Dividends and distributions payable	4,114,176	4,125,351
TOTAL LIABILITIES	409,723,151	419,547,733
Commitments and contingencies (See Note 5)
Sotherly Hotels Inc. stockholders’ equity
Common stock, par value $0.01, 69,000,000 shares authorized, 17,849,101 shares issued and outstanding at March 31, 2022 and 17,441,058 shares issued and outstanding at December 31, 2021.	178,491	174,410
Additional paid-in capital	178,028,889	177,651,954
Unearned ESOP shares	(3,032,851)	(3,083,398)
Distributions in excess of retained earnings	(154,171,027)	(153,521,704)
Total Sotherly Hotels Inc. stockholders’ equity	21,043,873	21,261,858
Noncontrolling interest	(4,920,549)	(4,758,928)
TOTAL EQUITY	16,123,324	16,502,930
TOTAL LIABILITIES AND EQUITY	425,846,475	436,050,663
Sotherly Hotels LP [Member]
ASSETS
Investment in hotel properties, net	372,629,466	375,885,224
Investment in hotel properties held for sale, net	11,806,536	22,870,487
Cash and cash equivalents	20,184,327	13,166,883
Restricted cash	10,137,452	12,411,654
Accounts receivable, net	3,959,215	4,822,187
Loan receivable - affiliate	3,100,626	3,157,172
Prepaid expenses, inventory and other assets	7,129,479	6,894,228
TOTAL ASSETS	428,947,101	439,207,835
LIABILITIES
Mortgage loans, net	338,831,497	351,170,883
Secured notes, net	19,237,289	19,128,330
Unsecured notes, net	7,609,934	7,609,934
Accounts payable and accrued liabilities	38,087,621	35,960,293
Advance deposits	1,842,634	1,552,942
Dividends and distributions payable	4,114,176	4,125,351
TOTAL LIABILITIES	409,723,151	419,547,733
Commitments and contingencies (See Note 5)
PARTNERS' CAPITAL
General Partner: 189,439 units and 185,748 units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.	(470,116)	(469,805)
Limited Partners: 18,754,395 units and 18,389,030 units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.	(75,223,549)	(75,315,469)
TOTAL PARTNERS' CAPITAL	19,223,950	19,660,102
Sotherly Hotels Inc. stockholders’ equity
TOTAL LIABILITIES AND EQUITY	428,947,101	439,207,835
Sotherly Hotels LP [Member] | 8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]
PARTNERS' CAPITAL
Preferred units, 11,000,000 units authorized;	35,118,182	35,420,784
Sotherly Hotels LP [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
PARTNERS' CAPITAL
Preferred units, 11,000,000 units authorized;	32,249,601	32,474,760
Sotherly Hotels LP [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
PARTNERS' CAPITAL
Preferred units, 11,000,000 units authorized;	27,549,832	27,549,832
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, $0.01 par value, 11,000,000 shares authorized:	14,971	15,100
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, $0.01 par value, 11,000,000 shares authorized:	13,750	13,846
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, $0.01 par value, 11,000,000 shares authorized:	$ 11,650	$ 11,650

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, shares authorized	11,000,000	11,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	69,000,000	69,000,000
Common stock, shares issued	17,849,101	17,441,058
Common stock, shares outstanding	17,849,101	17,441,058
Sotherly Hotels LP [Member]
General Partner, units issued	189,829	185,748
General Partner, units outstanding	189,829	185,748
Limited Partner, units issued	18,792,992	18,389,030
Limited Partner, units outstanding	18,792,992	18,389,030
Sotherly Hotels LP [Member] | 8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred units, authorized	11,000,000	11,000,000
Preferred units, dividend rate percentage	8.00%	8.00%
Preferred units, issued	1,497,100	1,510,000
Preferred units, outstanding	1,497,100	1,510,000
Preferred units, aggregate liquidation preference	$ 43,415,900	$ 43,035,000
Sotherly Hotels LP [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred units, authorized	11,000,000	11,000,000
Preferred units, dividend rate percentage	7.875%	7.875%
Preferred units, issued	1,375,010	1,384,610
Preferred units, outstanding	1,375,010	1,384,610
Preferred units, aggregate liquidation preference	$ 39,789,357	$ 39,385,669
Sotherly Hotels LP [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred units, authorized	11,000,000	11,000,000
Preferred units, dividend rate percentage	8.25%	8.25%
Preferred units, issued	1,165,000	1,165,000
Preferred units, outstanding	1,165,000	1,165,000
Preferred units, aggregate liquidation preference	$ 33,930,625	$ 33,329,922
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	11,000,000	11,000,000
Preferred stock, dividend rate percentage	8.00%	8.00%
Preferred stock, shares issued	1,497,100	1,510,000
Preferred stock, shares outstanding	1,497,100	1,510,000
Preferred stock, aggregate liquidation preference	$ 43,415,900	$ 43,035,000
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	11,000,000	11,000,000
Preferred stock, dividend rate percentage	7.875%	7.875%
Preferred stock, shares issued	1,375,010	1,384,610
Preferred stock, shares outstanding	1,375,010	1,384,610
Preferred stock, aggregate liquidation preference	$ 39,789,357	$ 39,385,669
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	11,000,000	11,000,000
Preferred stock, dividend rate percentage	8.25%	8.25%
Preferred stock, shares issued	1,165,000	1,165,000
Preferred stock, shares outstanding	1,165,000	1,165,000
Preferred stock, aggregate liquidation preference	$ 33,930,625	$ 33,329,922

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
REVENUE
Total revenue	$ 38,352,603	$ 22,635,532
Hotel operating expenses
Total hotel operating expenses	28,377,842	18,434,835
Depreciation and amortization	4,565,072	4,982,015
Gain on disposal of assets	(29,542)
Corporate general and administrative	1,514,027	1,300,958
Total operating expenses	34,427,399	24,717,808
NET OPERATING INCOME (LOSS)	3,925,204	(2,082,276)
Other income (expense)
Interest expense	(5,713,205)	(5,919,523)
Interest income	24,448	38,599
Unrealized gain on hedging activities	962,263	390,185
Net loss before income taxes	(801,290)	(7,573,015)
Income tax provision	(9,654)	(2,609)
Net loss	(810,944)	(7,575,624)
Less: Net loss attributable to noncontrolling interest	161,621	699,539
Net loss attributable to the Company	(649,323)	(6,876,085)
Declared and undeclared distributions to preferred stockholders	(1,936,617)	(2,188,910)
Gain on extinguishment of preferred stock	78,175
Net loss attributable to common stockholders	$ (2,507,765)	$ (9,064,995)
Net loss per share attributable to common stockholders/general and limited partner unit
Basic	$ (0.15)	$ (0.62)
Weighted average number of common shares/general and limited partner units outstanding
Basic	17,169,532	14,615,720
Sotherly Hotels LP [Member]
REVENUE
Total revenue	$ 38,352,603	$ 22,635,532
Hotel operating expenses
Total hotel operating expenses	28,377,842	18,434,835
Depreciation and amortization	4,565,072	4,982,015
Gain on disposal of assets	(29,542)
Corporate general and administrative	1,514,027	1,300,958
Total operating expenses	34,427,399	24,717,808
NET OPERATING INCOME (LOSS)	3,925,204	(2,082,276)
Other income (expense)
Interest expense	(5,713,205)	(5,919,523)
Interest income	24,448	38,599
Unrealized gain on hedging activities	962,263	390,185
Net loss before income taxes	(801,290)	(7,573,015)
Income tax provision	(9,654)	(2,609)
Net loss	(810,944)	(7,575,624)
Declared and undeclared distributions to preferred unit holders	(1,936,617)	(2,188,910)
Gain on extinguishment of preferred stock	78,175
Net loss attributable to general and limited partnership unit holders	$ (2,669,386)	$ (9,764,534)
Net loss per share attributable to common stockholders/general and limited partner unit
Basic	$ (0.14)	$ (0.60)
Weighted average number of common shares/general and limited partner units outstanding
Basic	18,729,635	16,284,481
Rooms Department [Member]
REVENUE
Total revenue	$ 24,853,385	$ 15,493,604
Hotel operating expenses
Total hotel operating expenses	5,949,757	3,996,617
Rooms Department [Member] | Sotherly Hotels LP [Member]
REVENUE
Total revenue	24,853,385	15,493,604
Hotel operating expenses
Total hotel operating expenses	5,949,757	3,996,617
Food and Beverage Department [Member]
REVENUE
Total revenue	5,617,736	1,543,240
Hotel operating expenses
Total hotel operating expenses	3,880,617	910,264
Food and Beverage Department [Member] | Sotherly Hotels LP [Member]
REVENUE
Total revenue	5,617,736	1,543,240
Hotel operating expenses
Total hotel operating expenses	3,880,617	910,264
Other Operating Departments [Member]
REVENUE
Total revenue	7,881,482	5,598,688
Hotel operating expenses
Total hotel operating expenses	2,484,107	1,938,877
Other Operating Departments [Member] | Sotherly Hotels LP [Member]
REVENUE
Total revenue	7,881,482	5,598,688
Hotel operating expenses
Total hotel operating expenses	2,484,107	1,938,877
Indirect [Member]
Hotel operating expenses
Total hotel operating expenses	16,063,361	11,589,077
Indirect [Member] | Sotherly Hotels LP [Member]
Hotel operating expenses
Total hotel operating expenses	$ 16,063,361	$ 11,589,077

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity - USD ($)	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Unearned ESOP Shares [Member]	Distributions in Excess of Retained Earnings [Member]	Noncontrolling Interest [Member]
Balances, beginning at Dec. 31, 2020	$ 44,201,305	$ 43,646	$ 150,238	$ 180,292,440	$ (3,636,026)	$ (127,300,230)	$ (5,348,763)
Balances, shares, beginning at Dec. 31, 2020		4,364,610	15,023,850
Net loss	(7,575,624)					(6,876,085)	(699,539)
Issuance of common stock	400,666		$ 1,363	399,303
Issuance of common stock, shares			136,281
Issuance of restricted common stock awards	44,100		$ 150	43,950
Issuance of restricted common stock awards, shares			15,000
Conversion of units in Operating Partnership to shares of common stock			$ 1	(566)			565
Conversion of units in Operating Partnership to shares of common stock, shares			100
Amortization of ESOP shares	22,086			(33,853)	55,939
Amortization of restricted stock awards	18,195			18,195
Balances, ending at Mar. 31, 2021	37,110,728	$ 43,646	$ 151,752	180,719,469	(3,580,087)	(134,176,315)	(6,047,737)
Balances, shares, ending at Mar. 31, 2021		4,364,610	15,175,231
Balances, beginning at Dec. 31, 2021	16,502,930	$ 40,596	$ 174,410	177,651,954	(3,083,398)	(153,521,704)	(4,758,928)
Balances, shares, beginning at Dec. 31, 2021		4,059,610	17,441,058
Net loss	(810,944)					(649,323)	(161,621)
Issuance of common stock	357,512		$ 1,752	355,760
Issuance of common stock, shares			175,268
Issuance of restricted common stock awards	30,300		$ 151	30,149
Issuance of restricted common stock awards, shares			15,000
Amortization of ESOP shares	14,156			(36,391)	50,547
Amortization of restricted stock awards	18,195			18,195
Extinguishment of preferred stock	11,175	$ (225)	$ 2,178	9,222
Extinguishment of preferred stock, shares		(22,500)	217,775
Balances, ending at Mar. 31, 2022	$ 16,123,324	$ 40,371	$ 178,491	$ 178,028,889	$ (3,032,851)	$ (154,171,027)	$ (4,920,549)
Balances, shares, ending at Mar. 31, 2022		4,037,110	17,849,101

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (810,944)	$ (7,575,624)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,565,072	4,982,015
Amortization of deferred financing costs	461,537	260,135
Amortization of mortgage premium	(6,170)	(6,170)
Unrealized gain on hedging activities	(962,263)	(390,185)
Gain on disposal of assets	(30,722)
ESOP and stock / unit - based compensation	420,161	485,047
Changes in assets and liabilities:
Accounts receivable	862,972	(1,714,241)
Prepaid expenses, inventory and other assets	(320,020)	(585,106)
Accounts payable and other accrued liabilities	2,984,566	4,093,143
Advance deposits	289,692	(545,564)
Accounts receivable - affiliate		208,828
Net cash provided by (used in) operating activities	7,453,881	(787,722)
Cash flows from investing activities:
Proceeds from sale of hotel properties	11,063,952
Improvements and additions to hotel properties	(1,123,798)	(972,958)
Proceeds from sale of assets	35,000
Net cash provided by (used in) investing activities	9,975,154	(972,958)
Cash flows from financing activities:
Payments on mortgage loans	(12,685,793)	(530,497)
Payments of deferred financing costs		(28,495)
Net cash used in financing activities	(12,685,793)	(558,992)
Net increase/(decrease) in cash, cash equivalents and restricted cash	4,743,242	(2,319,672)
Cash, cash equivalents and restricted cash at the beginning of the period	25,578,537	35,300,546
Cash, cash equivalents and restricted cash at the end of the period	30,321,779	32,980,874
Supplemental disclosures:
Cash paid during the period for interest	4,049,577	2,943,722
Non-cash investing and financing activities:
Change in amount of improvements to hotel property in accounts payable and accrued liabilities	(163,699)	320,004
Sotherly Hotels LP [Member]
Cash flows from operating activities:
Net loss	(810,944)	(7,575,624)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,565,072	4,982,015
Amortization of deferred financing costs	461,537	260,135
Amortization of mortgage premium	(6,170)	(6,170)
Unrealized gain on hedging activities	(962,263)	(390,185)
Gain on disposal of assets	(30,722)
ESOP and stock / unit - based compensation	363,615	418,816
Changes in assets and liabilities:
Accounts receivable	862,972	(1,714,241)
Prepaid expenses, inventory and other assets	(320,020)	(585,106)
Accounts payable and other accrued liabilities	2,984,566	4,093,143
Advance deposits	289,692	(545,564)
Accounts receivable - affiliate		208,828
Net cash provided by (used in) operating activities	7,397,335	(853,953)
Cash flows from investing activities:
Proceeds from sale of hotel properties	11,063,952
Improvements and additions to hotel properties	(1,123,798)	(972,958)
ESOP loan payments received	56,546	66,231
Proceeds from sale of assets	35,000
Net cash provided by (used in) investing activities	10,031,700	(906,727)
Cash flows from financing activities:
Payments on mortgage loans	(12,685,793)	(530,497)
Payments of deferred financing costs		(28,495)
Net cash used in financing activities	(12,685,793)	(558,992)
Net increase/(decrease) in cash, cash equivalents and restricted cash	4,743,242	(2,319,672)
Cash, cash equivalents and restricted cash at the beginning of the period	25,578,537	35,300,546
Cash, cash equivalents and restricted cash at the end of the period	30,321,779	32,980,874
Supplemental disclosures:
Cash paid during the period for interest	4,029,710	2,812,214
Non-cash investing and financing activities:
Change in amount of improvements to hotel property in accounts payable and accrued liabilities	$ (163,699)	$ 320,004

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Partners' Capital - USD ($)	Total	Sotherly Hotels LP [Member]	Sotherly Hotels LP [Member]General Partner [Member]	Sotherly Hotels LP [Member]Limited Partner [Member]	Sotherly Hotels LP [Member]Preferred Units [Member]	Sotherly Hotels LP [Member]Preferred Units [Member]Series B Preferred Units [Member]	Sotherly Hotels LP [Member]Preferred Units [Member]Series C Preferred Units [Member]	Sotherly Hotels LP [Member]Preferred Units [Member]Series D Preferred Units [Member]
Balances, beginning at Dec. 31, 2020		$ 47,947,559	$ (258,538)	$ (54,399,898)		$ 37,766,531	$ 36,461,955	$ 28,377,509
Balances, units, beginning at Dec. 31, 2020			161,904	16,028,447	4,364,610
Amortization of restricted unit awards	$ 18,195	18,195	$ 182	$ 18,013
Unit based compensation		(44,145)	(441)	(43,704)
Issuance of partnership units		444,766	$ 4,448	$ 440,318
Issuance of partnership units, number of units			1,513	149,768
Net loss	(7,575,624)	(7,575,624)	$ (75,757)	$ (7,499,867)
Balances, ending at Mar. 31, 2021		40,790,751	$ (330,106)	$ (61,485,138)		37,766,531	36,461,955	28,377,509
Balances, units, ending at Mar. 31, 2021			163,417	16,178,215	4,364,610
Balances, beginning at Dec. 31, 2021		19,660,102	$ (469,805)	$ (75,315,469)		35,420,784	32,474,760	27,549,832
Balances, units, beginning at Dec. 31, 2021			185,748	18,389,030	4,059,610
Amortization of restricted unit awards	18,195	18,195	$ 182	$ 18,013
Unit based compensation		345,421	$ 2,227	$ 343,194
Unit based compensation, number of units			1,903	188,365
Issuance of partnership units		538,937	$ 5,389	$ 533,548
Issuance of partnership units, number of units			2,178	215,597
Extinguishment of preferred units	11,175	(527,761)				(302,602)	(225,159)
Extinguishment of preferred units, shares					(22,500)
Net loss	$ (810,944)	(810,944)	$ (8,109)	$ (802,835)
Balances, ending at Mar. 31, 2022		$ 19,223,950	$ (470,116)	$ (75,223,549)		$ 35,118,182	$ 32,249,601	$ 27,549,832
Balances, units, ending at Mar. 31, 2022			189,829	18,792,992	4,037,110

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Organization and Description of Business	1. Organization and Description of Business Sotherly Hotels Inc. (the “Company”) is a self-managed and self-administered lodging real estate investment trust (“REIT”) that was incorporated in Maryland on August 20, 2004. The Company historically has focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the southern United States. The Company’s portfolio, as of March 31, 2022, consisted of investments in eleven hotel properties, comprising 2,976 rooms and two hotel commercial condominium units and their associated rental programs. Eight of our hotels operated under the Hilton, DoubleTree, and Hyatt brands, and three are independent hotels. The Company commenced operations on December 21, 2004 when it completed its initial public offering and thereafter consummated the acquisition of six hotel properties (the “Initial Properties”). Substantially all of the Company’s assets are held by, and all of its operations are conducted through, Sotherly Hotels LP (the “Operating Partnership”). Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Operating Partnership, the Company, as general partner, is not entitled to compensation for its services to the Operating Partnership. The Company, as general partner, conducts substantially all of its operations through the Operating Partnership and the Company’s administrative expenses are the obligations of the Operating Partnership. Additionally, the Company is entitled to reimbursement for any expenditure incurred by it on the Operating Partnership’s behalf. For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which at March 31, 2022 was approximately 94.0% owned by the Company, and its subsidiaries, lease its hotels to direct and indirect subsidiaries of MHI Hospitality TRS Holding, Inc., MHI Hospitality TRS, LLC and certain of its subsidiaries (collectively, “MHI TRS Entities”), each of which is a wholly-owned subsidiary of the Operating Partnership. As of March 31, 2022, the MHI TRS Entities engaged Our Town Hospitality, LLC (“Our Town”), an eligible independent management company, to operate the hotels under management contracts. MHI Hospitality TRS Holding, Inc. (“MHI TRS”) is treated as a taxable REIT subsidiary for federal income tax purposes. All references in these “Notes to Consolidated Financial Statements” to “we”, “us”, “our” and “Sotherly” refer to the Company, its Operating Partnership and its subsidiaries and predecessors, collectively, unless the context otherwise requires or where otherwise indicated. Effects of COVID-19 Pandemic on Our Business In March 2020, the World Health Organization declared COVID-19 to be a global pandemic and the virus has continued to spread throughout the United States and the world. The pandemic and subsequent government mandates and health official recommendations have significantly impacted hotel demand. Following the initial implementation of government mandates and health official recommendations, we significantly reduced operations at all our hotels, suspended operations of our hotel condominium rental programs and dramatically reduced staffing and expenses. Our hotels have been gradually re-introducing guest amenities relative to the return of business while focusing on profit generators and margin control. We intend to continue those re-introductions . COVID-19 had a significant negative impact on our operations and financial results in 2021, including a substantial decline in our revenues, profitability and cash flows from operations compared to similar pre-pandemic periods. We continue to experience lingering impact from COVID-19 in 2022, albeit to a lesser degree. A significant increase in leisure travel demand contributed to improved results for 2021 compared to 2020. While business travel demand has increased, it continues to significantly lag behind pre-pandemic levels and it is not clear when and to what extent that pre-pandemic level of demand will return. As a result, although we anticipate further recovery in 2022, the Company cannot estimate with certainty when travel demand will fully recover. As of March 31, 2022 , we failed to meet the financial covenants under the mortgage secured by The Whitehall. We have received a waiver of the financial covenants from the lender on The Whitehall mortgage through June 30, 2022. While the Company believes it will be successful in obtaining waivers, loan modifications or securing refinance arrangements, it cannot provide assurance that it will be able to do so on acceptable terms or at all. Based on our current projections, following the expiration of the waiver on the financial covenants from the mortgage lender on The Whitehall, we do not anticipate that the financial performance of the property will have sufficiently recovered in order to meet the existing covenants. If we fail to obtain additional waivers from the lender, the lender could declare the Company in default under the mortgage loan on that property and require repayment of the outstanding balance. As of March 31, 2022, we had approximately $20.2 million in unrestricted cash and approximately $10.1 million in restricted cash. U.S. generally accepted accounting principles (“U.S. GAAP”) requires that, when preparing financial statements for each annual and interim reporting period, management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Due to the uncertainties described above related to future cash flows and resulting compliance with the financial covenants as well as the upcoming maturity of the mortgage on The Whitehall, the Company determined that there is substantial doubt about its ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Overview of Significant Transactions Significant transactions occurring during the current period and prior fiscal year include the following: On June 21, 2021, we entered into a share exchange agreement with Palogic Value Fund, L.P., a Delaware limited partnership (“Palogic”). Pursuant to that share exchange agreement, Palogic agreed to exchange 100,000 shares of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), 85,000 shares of the Company’s 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), and 35,000 shares of the Company’s 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Palogic Shares”), together with all of Palogic’s rights to receive accrued and unpaid dividends on those Palogic Shares, for 1,542,727 shares of the Company’s common stock, par value $0.01 per share (the “Company Shares”). We closed the transaction and issued the Company Shares on June 22, 2021. The Company did not receive any cash proceeds as a result of the exchange of the Palogic Shares for the Company’s common stock, and the Palogic Shares exchanged have been retired and cancelled. The issuance of the shares of the Company’s common stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange. On November 30, 2021, Raleigh Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company, entered into a real estate sale agreement to sell the DoubleTree by Hilton Raleigh-Brownstone University hotel located in Raleigh, North Carolina to CS Acquisition Vehicle, LLC, a Delaware limited liability company, for a purchase price of $42.0 million. The Company intends to use any net cash proceeds from the sale of the hotel to repay the existing mortgage on the property, repay a portion of the secured notes with Kemmons Wilson, to make any required distribution on the Company’s preferred stock related to maintaining the Company’s REIT status, and for general corporate purposes. The closing of the sale of the hotel is subject to various customary closing conditions, including the accuracy of representations and warranties through closing, and conditions related to the termination of hotel agreements and leases. On February 28, 2022, we entered into an amendment to the real estate sale agreement whereby: (i) the due diligence period expired effective upon the execution of the amendment; and (ii) the buyer’s earnest money deposit in the amount of $800,000 in cash was required to be deposited with the escrow agent no later than March 2, 2022. The buyer exercised an option to extend closing for an additional 30 days in exchange for an additional cash deposit of $800,000, with the closing date now set for June 1, 2022 On December 9, 2021, we entered into a share exchange agreement with Palogic. Pursuant to that share exchange agreement, Palogic agreed to exchange 75,000 shares of the Company’s Series C Preferred Stock, together with all of Palogic’s rights to receive accrued and unpaid dividends on those Series C Preferred Stock shares, for 620,919 shares of the Company’s common stock, par value $0.01 per share. Closing of the transaction occurred on December 9, 2021. The common shares were issued in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act, as amended, for securities exchanged by an issuer with an existing security holder in a transaction where no commission or other remuneration was be paid or given directly or indirectly for soliciting such an exchange. On December 13, 2021, Louisville Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company, entered into a purchase and sale agreement to sell the Sheraton Louisville Riverside hotel located in Jeffersonville, Indiana to Riverside Hotel, LLC, an Indiana limited liability company, for a purchase price of $11.5 million, including the assumption by the buyer of the mortgage loan on the hotel. On February 10, 2022, the Company closed the sale of the Sheraton Louisville Riverside hotel. There were no net proceeds from the sale. On March 24, 2022, we entered into a privately-negotiated share exchange agreement with a holder of its Series B Preferred Stock and Series C Preferred Stock, in reliance on Section 3(a)(9) of the Securities Act. Pursuant to that share exchange agreement, the Company exchanged 96,900 shares of its common stock, par value $0.01 per share (the “Common Stock”) for 7,000 shares of the Series B Preferred Stock and 3,000 shares of the Series C Preferred Stock, together with all of the holder’s rights to receive accrued and unpaid dividends on those shares of Series B Preferred Stock and Series C Preferred Stock. Closing of the transaction occurred on March 25, 2022. The common shares were issued in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act, as amended, for securities exchanged by an issuer with an existing security holder in a transaction where no commission or other remuneration was be paid or given directly or indirectly for soliciting such an exchange. On March 31, 2022, we entered into a privately-negotiated share exchange agreement with a holder of its Series B Preferred Stock and Series C Preferred Stock in reliance on Section 3(a)(9) of the Securities Act. Pursuant to that share exchange agreement, the Company exchanged 120,875 shares of its Common Stock for 5,900 shares of the Series B Preferred Stock and 6,600 shares of the Series C Preferred Stock, together with all of the holder’s rights to receive accrued and unpaid dividends on those shares of Series B Preferred Stock and Series C Preferred Stock. Closing of the transaction occurred on March 31, 2022.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation – The consolidated financial statements of the Company presented herein include all of the accounts of Sotherly Hotels Inc., the Operating Partnership, MHI TRS and subsidiaries. All significant inter-company balances and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements of the Operating Partnership presented herein include all of the accounts of Sotherly Hotels LP, MHI TRS and subsidiaries. All significant inter-company balances and transactions have been eliminated. Additionally, all administrative expenses of the Company and those expenditures made by the Company on behalf of the Operating Partnership are reflected as the administrative expenses, expenditures and obligations thereto of the Operating Partnership, pursuant to the terms of the Partnership Agreement. Variable Interest Entities – The Operating Partnership is a variable interest entity. The Company’s only significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership and its subsidiaries. All of the Company’s debt is an obligation of the Operating Partnership and its subsidiaries. Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at fair value on acquisition date and allocated to land, property and equipment and identifiable intangible assets. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from our accounts and any resulting gain or loss is included in the statements of operations. Expenditures under a renovation project, which constitute additions or improvements that extend the life of the property, are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 7 to 39 years for buildings and building improvements and 3 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. The Company assesses the carrying values of its investments in hotel properties whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse permanent changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceeds its carrying value. If the estimated undiscounted future cash flows are found to be less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value would be recorded and an impairment loss recognized. The COVID-19 pandemic has had an adverse impact on the lodging and hospitality industries, which the Company considered to be a triggering event for each of its hotels during its impairment testing for the three months ended March 31, 2022. The Company assessed the recoverability of each of its hotel properties which included a projection of future operating cash flows based upon significant assumptions regarding growth rates, occupancy, room rates, economic trends, property-specific operating costs, an allowance for the replacement of furniture, fixtures and equipment and projected cash flows from the eventual disposition of the hotel. The Company also projects cash flows from the eventual disposition of the hotel based upon property-specific capitalization rates. The Company determined that there were no impairments as of March 31, 2022. Assets Held For Sale – The Company records assets as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year Cash and Cash Equivalents – We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Concentration of Credit Risk – We hold cash accounts at several institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) protection limits of $250,000. Our exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. Management monitors, on a regular basis, the financial condition of the financial institutions along with the balances there on deposit to minimize our potential risk. Restricted Cash – Restricted cash includes real estate tax escrows, insurance escrows and reserves for replacements of furniture, fixtures and equipment pursuant to certain requirements in our various mortgage agreements. Accounts Receivable – Accounts receivable consists primarily of hotel guest and banqueting receivables. Ongoing evaluations of collectability are performed and an allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. Inventories – Inventories, consisting primarily of food and beverages, are stated at the lower of cost or net realizable value, with cost determined on a method that approximates first-in, first-out basis . Franchise License Fees – Fees expended to obtain or renew a franchise license are amortized over the life of the license or renewal. The unamortized franchise fees as of March 31, 2022 and December 31, 2021 were $277,883 and $294,390, respectively. Amortization expense for the three-month periods ended March 31, 2022 and 2021, totaled $12,007 and $14,871 , respectively. Deferred Financing Costs – Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt and are reflected in mortgage loans, net and unsecured notes, net on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in advance of issuing equity and are reflected in prepaid expenses, inventory and other assets on the consolidated balance sheets. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the consolidated balance sheets and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as an interest rate risk, are considered fair value hedges. Derivative instruments used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity and partners’ capital to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings. We use derivative instruments to add stability to interest expense and to manage our exposure to interest-rate movements. To accomplish this objective, we currently use interest rate caps and an interest rate swap which act as cash flow hedges and are not designated as hedges. We value our interest-rate caps and interest rate swap at fair value, which we define as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We do not enter into contracts to purchase or sell derivative instruments for speculative trading purposes . Fair Value Measurements – We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents our assets and liabilities measured at fair value and the basis for that measurement (our interest rate caps and interest rate swap are the only assets or liabilities measured at fair value on a recurring basis, there were no non-recurring assets or liabilities for fair value measurements as of March 31, 2022 and there were two non-recurring assets and no non-recurring liabilities for fair value measurements as of December 31, 2021, respectively): Level 1 Level 2 Level 3 December 31, 2021 Interest Rate Cap (1) $ — $ 47 $ — Interest Rate Swap (2) $ — $ (1,537,319 ) $ — Mortgage loans (3) $ — $ (355,496,444 ) $ — Investment in Hotel Properties, net (4) $ — $ 23,000,000 $ — Investment in Hotel Properties Held for Sale, net (5) $ — $ 11,063,952 $ — March 31, 2022 Interest Rate Cap (1) $ — $ 97 $ — Interest Rate Swap (2) $ — $ (573,195 ) $ — Mortgage loans (3) $ — $ (341,425,228 ) $ — (1) Interest rate cap, which cap the 1-month LIBOR rate at 3.25%. (2) Interest rate swap, which takes the Loan Rate and swaps it for a fixed interest rate of 5.237%; notional amounts of the swap approximate the declining balance of the loan. (3) Mortgage loans are reflected at outstanding principal balance, net of deferred financing costs on our Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. (4) Investment in hotel properties, net, a non-recurring asset, is reflected at appraised value as of December 31, 2021. (5) Investment in hotel properties held for sale, net, a non-recurring asset, is reflected at net realizable value as of December 31, 2021. Noncontrolling Interest in Operating Partnership – Certain hotel properties were acquired, in part, by the Operating Partnership through the issuance of limited partnership units of the Operating Partnership. The noncontrolling interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro-rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or the Company’s common stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the noncontrolling interest in the Operating Partnership based on the weighted average percentage ownership throughout the period. Revenue Recognition – Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer’s hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the gross commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as advanced deposits (or contract liabilities) shown on our consolidated balance sheets and recognized once the performance obligations are satisfied. Certain of the Company ’ s hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company ’ s consolidated statements of operations. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations. Lease Revenue – Several of our properties generate revenue from leasing commercial space adjacent to the hotel, the restaurant space within the hotel, apartment units and space on the roofs of our hotels for antennas and satellite dishes. We account for the lease income as revenue from other operating departments within the consolidated statements of operations pursuant to the terms of each lease. Lease revenue was approximately $0.4 million and $0.4 million, for the three months ended March 31, 2022 and 2021, respectively. A schedule of minimum future lease payments receivable for the remaining nine and twelve-month periods is as follows: Remaining nine months ending December 31, 2022 $ 1,223,530 December 31, 2023 1,591,090 December 31, 2024 1,603,358 December 31, 2025 1,616,417 December 31, 2026 1,590,709 December 31, 2027 and thereafter 7,686,427 Total $ 15,311,531 Income Taxes – The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax. MHI TRS, our wholly owned taxable REIT subsidiary which leases our hotels from subsidiaries of the Operating Partnership, is subject to federal and state income taxes. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is required for deferred tax assets if, based on all available evidence, it is “more-likely-than-not” that all or a portion of the deferred tax asset will or will not be realized due to the inability to generate sufficient taxable income in certain financial statement periods. The “more-likely-than-not” analysis means the likelihood of realization is greater than 50%, that we either will or will not be able to fully utilize the deferred tax assets against future taxable income. The net amount of deferred tax assets that are recorded on the financial statements must reflect the tax benefits that are expected to be realized using these criteria. As of March 31, 2022, we have determined that it is more-likely-than-not that we will not be able to fully utilize our deferred tax assets for future tax consequences, therefore a 100% valuation allowance is required. As of March 31, 2022 and December 31, 2020, deferred tax assets each totaled $0, respectively. As of March 31, 2022 and December 31, 2021, we had no uncertain tax positions. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of March 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2014 through 2020. In addition, as of March 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions to which MHI TRS is subject, because of open NOL carryforwards, generally include 2014 through 2020. The Operating Partnership is generally not subject to federal and state income taxes as the unit holders of the Partnership are subject to tax on their respective shares of the Partnership’s taxable income. Stock-based Compensation – The Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permits the grant of stock options, restricted stock, unrestricted stock and performance share compensation awards to its employees and directors for up to 750,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders. As of March 31, 2022, under the 2013 Plan, the Company has made cumulative stock awards totaling 670,982 shares, including 605,982 unrestricted shares and 65,000 restricted shares issued to certain executives and employees and to its independent directors. All awards have vested except for: 50,000 shares issued to certain employees, which will vest over the next eight years and 15,000 shares issued to the Company’s independent directors, which will vest by December 31, 2022. Under the 2013 Plan, the Company may issue a variety of performance-based stock awards, including nonqualified stock options. The value of the awards is charged to compensation expense on a straight-line basis over the vesting or service period based on the value of the award as determined by the Company’s stock price on the date of grant or issuance. As of March 31, 2022, no performance-based stock awards have been granted. Total compensation cost recognized under the 2013 Plan for the three months ended March 31, 2022 and 2021 was $406,007 and $462,961 , . Additionally, the Company sponsors and maintains an Employee Stock Ownership Plan (“ESOP”) and related trust for the benefit of its eligible employees. We reflect 22,086 Advertising – Advertising costs, including internet advertising, were $622,684 and $ 320,766 for the three months ended March 31, 2022 and 2021, respectively . Advertising costs are expensed as incurred. Involuntary Conversion of Assets – We record gains or losses on involuntary conversions of assets due to recovered insurance proceeds to the extent the undepreciated cost of a nonmonetary asset differs from the amount of monetary proceeds received. The gain on involuntary conversion of assets, is reflected in the consolidated statements of operations. Comprehensive Income – Comprehensive income as defined, includes all changes in equity during a period from non-owner sources. We do not have any items of comprehensive income other than net income. Segment Information – We have determined that our business is conducted in one reportable segment: hotel ownership. Use of Estimates – The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Pronouncements – In March 2020, the FASB issued ASU No. 2020-04, , which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The update provides guidance in accounting for changes in contracts, hedging relationships, and other transactions as a result of this reference rate reform. The option expedients and exceptions contained within this update, in general, only apply to contract amendments and modifications entered into prior to January 1, 2023. The provisions of this update will most likely affect our financial reporting process relating to modifications of contracts with lenders and the hedging contracts associated with each respective modified borrowing contract. In general, the provision of the update would benefit us by allowing modifications of debt contracts with lenders that fall under the guidance of ASC Topic 740 to be accounted for as a non-substantial modification and not be considered debt extinguishment. As of March 31, 2022, we have not entered into any contract modification as it directly relates to reference rate reform, with the exception of a modification to the mortgage on the Whitehall in Houston, Texas, which changed the reference rate from LIBOR to the New York Prime Rate. The Company anticipates having to undertake more modifications in the future. While the Company anticipates the impact of this update may be to its benefit, the Company is still evaluating the overall impact.

Investment in Hotel Properties,

Investment in Hotel Properties, Net	3 Months Ended
	Mar. 31, 2022
Real Estate [Abstract]
Investment in Hotel Properties, Net	3. Investment in Hotel Properties, Net Investment in hotel properties, net as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, 2022 December 31, 2021 Land and land improvements $ 60,435,389 $ 60,395,168 Buildings and improvements 408,295,947 407,310,530 Right of use assets 5,545,263 5,711,607 Furniture, fixtures and equipment 50,646,914 50,505,902 524,923,513 523,923,207 Less: accumulated depreciation and impairment (152,294,047 ) (148,037,983 ) Investment in Hotel Properties, Net $ 372,629,466 $ 375,885,224 March 31, 2022 December 31, 2021 Land and land improvements $ 4,610,030 $ 5,799,197 Buildings and improvements 14,264,644 36,115,121 Furniture, fixtures and equipment 2,615,731 5,743,949 21,490,405 47,658,267 Less: accumulated depreciation and impairment (9,683,869 ) (24,787,780 ) Investment in Hotel Properties Held for Sale, Net $ 11,806,536 $ 22,870,487

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	4. Debt Mortgage Loans, Net . As of March 31, 2022 and December 31, 2021, we had approximately $338.8 million and approximately $ 351.2 million of outstanding mortgage debt, respectively. The following table sets forth our mortgage debt obligations on our hotels. Balance Outstanding as of March 31, December 31, Prepayment Maturity Amortization Interest Property 2022 2021 Penalties Date Provisions Rate The DeSoto (1) $ 31,920,055 $ 32,148,819 Yes 7/1/2026 25 years 4.25% DoubleTree by Hilton Jacksonville Riverfront (2) 32,890,033 33,051,316 Yes 7/11/2024 30 years 4.88% DoubleTree by Hilton Laurel (3) 8,088,729 8,175,215 None 5/5/2023 25 years 5.25% DoubleTree by Hilton Philadelphia Airport (4) 40,554,313 40,734,077 None 10/31/2023 30 years LIBOR plus 2.27% DoubleTree by Hilton Raleigh- Brownstone University (5) 18,300,000 18,300,000 Yes 8/1/2022 (5) LIBOR plus 4.00% DoubleTree Resort by Hilton Hollywood Beach (6) 53,984,237 54,253,963 (6) 10/1/2025 30 years 4.913% Georgian Terrace (7) 41,313,185 41,484,732 (7) 6/1/2025 30 years 4.42% Hotel Alba Tampa, Tapestry Collection by Hilton (8) 17,302,961 17,383,397 None 6/30/2022 (8) LIBOR plus 3.75% Hotel Ballast Wilmington, Tapestry Collection by Hilton (9) 32,382,242 32,604,948 Yes 1/1/2027 25 years 4.25% Hyatt Centric Arlington (10) 48,744,694 48,990,136 Yes 10/1/2028 30 years 5.25% Sheraton Louisville Riverside (11) - 10,947,366 Yes 12/1/2026 25 years 4.27% The Whitehall (12) 14,459,397 14,551,671 Yes 2/26/2023 25 years PRIME plus 1.25% Total Mortgage Principal Balance $ 339,939,846 $ 352,625,640 Deferred financing costs, net (1,194,426 ) (1,547,004 ) Unamortized premium on loan 86,077 92,247 Total Mortgage Loans, Net $ 338,831,497 $ 351,170,883 (1) The note amortizes on a 25-year schedule after an initial 1 year interest only period (which expired in August 2017) and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date. (2) The note is subject to a pre-payment penalty until March 2024. Prepayment can be made without penalty thereafter. (3) Prepayment can be made on this note without penalty. On July 15, 2021, we entered into a note modification agreement whereby the maturity date was extended from August 5, 2021 to May 5, 2023. (4) The note bears a floating interest rate of 1-month LIBOR plus 2.27%, but we entered into a swap agreement to fix the rate at 5.237%. Under the swap agreement, notional amounts approximate the declining balance of the loan and we are responsible for any potential termination fees associated with early termination of the swap agreement. (5) The note provides initial proceeds of $18.3 million, with an additional $5.2 million available upon the satisfaction of certain conditions; has an initial term of 4 years with a 1-year extension; bears a floating interest rate of 1-month LIBOR plus 4.00%; requires interest only monthly payments; and following a 12-month lockout, can be prepaid with penalty in year 2 and without penalty thereafter. We entered into an interest-rate cap agreement to limit our exposure through August 1, 2022 to increases in LIBOR exceeding 3.25% on a notional amount of $23,500,000. (6) With limited exception, the note may not be prepaid prior to June 2025. (7) With limited exception, the note may not be prepaid prior to February 2025. (8) The note bears a floating interest rate of 1-month LIBOR plus 3.75% subject to a floor rate of 3.75%; with monthly principal payments of $26,812; the note provides that the mortgage can be extended for two additional periods of one year each, subject to certain conditions. (9) The note amortizes on a 25-year schedule after an initial interest-only period of one year and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date. (10) Following a 5-year lockout, the note can be prepaid with penalty in years 6-10 and without penalty during the final 4 months of the term. (11) The hotel was sold on February 10, 2022. (12) The note bears a floating interest rate of New York Prime Rate plus 1.25% and is subject to prepayment penalty of 2.0% if prepaid after April 12, 2021 but on or before April 12, 2022 and 1.0% if prepaid after April 12, 2022 but on or before November 26, 2022. Pre-payment can be made without penalty thereafter. As of March 31, 2022, the Company failed to meet certain financial covenants under the mortgages secured by the DoubleTree by Hilton Jacksonville Riverfront, the Hotel Alba, and The Whitehall. has received waivers of the financial covenants from the lender on the DoubleTree by Hilton Jacksonville Riverfront through December 31, 2022 and from the lender on The Whitehall mortgage through June 30, 2022. We expect to receive a waiver from the lender on the Hotel Alba for the periods ended December 31, 2021 and March 31, 2022. Total future mortgage debt maturities for the remaining nine and twelve-month periods, without respect to any extension of loan maturity or loan modification after March 31, 2022, were as follows: Remaining nine months ending December 31, 2022 $ 40,266,687 December 31, 2023 68,002,301 December 31, 2024 36,868,188 December 31, 2025 92,083,510 December 31, 2026 57,952,779 December 31, 2027 and thereafter 44,766,381 Total future maturities $ 339,939,846 PPP Loans . The Operating Partnership and certain of its subsidiaries have received PPP Loans administered by the U.S. Small Business Administration pursuant to the CARES Act. Each PPP Loan has a term of two years, which may be extended to five years and carries an interest rate of 1.00%. Equal payments of principal and interest begin no later than 10 months following origination of the loan and are amortized over the remaining term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note for each PPP Loan contains customary events of default relating to, among other things, payment defaults and breach of representations and warranties or of provisions of the relevant promissory note. Under the terms of the CARES Act, each borrower can apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act. No assurance is provided that any borrower will obtain forgiveness under any relevant PPP Loan in whole or in part. On April 16, 2020, our Operating Partnership entered into a promissory note with Village Bank in connection with a PPP Loan and received proceeds of $333,500. On April 28, 2020, we entered into a promissory note and received proceeds of $9,432,900 under a PPP Loan from Fifth Third Bank, National Association. On May 6, 2020, we entered into a second promissory note with Fifth Third Bank, National Association and received proceeds of $952,700 under a PPP Loan. As of March 31, 2022, applications for loan forgiveness totaling approximately $5.2 million have been filed, but no forgiveness has been received. At March 31, 2022, the PPP loans had a cumulative balance of approximately $7.6 million. Secured Notes Financing . On December 31, 2020, we entered into the following agreements with KWHP SOHO, LLC, a Delaware limited liability company (“KW”), as collateral agent and an investor, and MIG SOHO, LLC, a Delaware limited liability company (“MIG”, and together with KW, the “Investors”), as an investor: (i) a Note Purchase Agreement with KW and MIG; (ii) a Secured Note with KW in the amount of $10.0 million and a Secured Note with MIG in the amount of $10.0 million; (iii) a Pledge and Security Agreement with KW; (iv) a Board Observer Agreement with KW; and (v) other ancillary agreements. These agreements constitute a transaction whereby the Investors purchased $20.0 million in Secured Notes from the Operating Partnership on the terms and subject to the conditions described below. Note Purchase Agreement On December 31, 2020, the Operating Partnership and the Company entered into the Note Purchase Agreement with KW and MIG, pursuant to which: (i) we agreed to issue and sell, and the Investors agreed to purchase, the Secured Notes with an aggregate face amount of US $20 million and on the terms described below; (ii) KW and MIG granted us an option, subject to certain conditions and exercisable by us on or before the first anniversary of the first closing date, pursuant to which we may issue and sell a second note to each of the Investors with an aggregate face amount of $10.0 million on substantially the same terms as the initial Secured Notes; (iii) the Company agreed to fully and unconditionally guaranty the obligations of the Operating Partnership; (iv) we entered into the Pledge Agreement and Board Observer Agreement; (v) we agreed to provide certain representations and warranties to the Investors; and (vi) we agreed to use the net proceeds to support the continued operation of the business conducted by the Operating Partnership. We were required to pay a 1% origination fee on the amount of the initial Secured Notes in connection with the first closing and a 1% commitment fee on the committed amount of the Second Secured Notes. Secured Notes On December 31, 2020, the Operating Partnership issued and sold initial Secured Notes to the Investors in the amount of $20.0 million. The Secured Notes: (i) have a maturity date of December 30, 2023, with a one-year pari passu with other notes issued under the Note Purchase Agreement and senior to all other indebtedness of the Operating Partnership. The Secured Notes require us to maintain certain cash management standards and include a broad range of covenants restricting our ability to incur additional debt, make dividend payments, transfer or acquire assets, or exceed our 2019 employee compensation levels. They also require us to maintain certain financial thresholds, including limitations on our accounts payable and capital expenditures. Upon an event of default or liquidity event described in the Secured Notes, the holders of the Secured Notes have the right to require and approve our selection of one or more of our hotel properties for disposition or refinancing in order to cure an event of default or liquidity event based on a process set forth in the Secured Notes. In addition, the Secured Notes are redeemable by the holder in full upon an event of default or a change of control transaction. Pledge Agreement On December 31, 2020, certain subsidiaries of the Operating Partnership entered into the Pledge Agreement with KW, pursuant to which we agreed to pledge and grant to KW a first priority security interest in the equity interests, including certain voting rights, of our affiliates that own The DeSoto hotel, Hotel Ballast Wilmington, and the DoubleTree by Hilton Philadelphia Airport hotel. Upon an uncured monetary event of default under the Secured Notes, KW, as collateral agent, has a right to sell, lease or otherwise dispose of or realize upon the Pledged Collateral in order to satisfy any amounts outstanding under the Secured Notes.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. Commitments and Contingencies Ground, Building, Parking and Land Leases – We lease 2,086 square feet of commercial space next to The DeSoto for use as an office, retail or conference space, or for any related or ancillary purposes for the hotel and/or atrium space. In December 2007, we signed an amendment to the lease to include rights to the outdoor esplanade adjacent to the leased commercial space. The areas are leased under a six-year five-year We lease, as landlord, the entire fourteenth floor of The DeSoto hotel property to The Chatham Club, Inc. under a ninety-nine year lease expiring July 31, 2086. This lease was assumed upon the purchase of the building under the terms and conditions agreed to by the previous owner of the property. No rental income is recognized under the terms of this lease as the original lump sum rent payment of $990 was received by the previous owner and not prorated over the life of the lease. We lease land adjacent to the Hotel Alba for use as parking under a five-year In May 2014, we extended the agreement for an additional five years . We signed a new agreement in April 2019, which commenced in July 2019 , goes for five years and can be renewed for an additional five years. The new agreement expires in July 2024 , requires annual payments of $ 2,432 , plus tax, and may be renewed for an additional five years . Rent expense for the three months ended March 31, 2022 and 2021 , totaled $ 653 and $ 641 , respectively. We lease approximately 8,500 square feet of commercial office space in Williamsburg, Virginia under an agreement with a ten-year We lease the land underlying all of the The ground lease requires us to make rental payments of $50,000 per year in base rent and percentage rent equal to 3.5% of gross room revenue in excess of certain thresholds, as defined in the ground lease agreement. The initial term of the ground lease expires in 2025 and may be extended for five additional renewal periods of 10 years each. We lease the parking garage and poolside cabanas associated with the Hyde Beach House. The parking and cabana lease requires us to make rental payments of $270,100 per year with increases of 5% every five years and has an initial term that expires in 2034 and which may be extended for four additional renewal periods of 5 years each. We also lease certain storage facilities, furniture and equipment under agreements expiring between October 2021 and June 2026. A schedule of minimum future lease payments for the following nine and twelve-month periods is as follows: December 31, 2022 $ 683,693 December 31, 2023 671,883 December 31, 2024 663,585 December 31, 2025 663,877 December 31, 2026 656,534 December 31, 2027 and thereafter 14,100,246 Total $ 17,439,818 Employment Agreements - The Company has entered into various employment contracts with employees that could result in obligations to the Company in the event of a change in control or termination without cause. Management Agreements – As of March 31, 2022, our eleven wholly-owned hotels, and our two condo-hotel rental programs, operated under management agreements with Our Town (see Note 8). The management agreements expire on March 31, 2025 and may be extended for up to two additional periods of five years each, subject to the approval of both parties. Each of the individual hotel management agreements may be terminated earlier than the stated term upon the sale of the hotel covered by the respective management agreement, in which case we may incur early termination fees. Franchise Agreements – As of March 31, 2022, most of our hotels operate under franchise licenses from national hotel companies. Under the franchise agreements, we are required to pay a franchise fee generally between 3.0% and 5.0% of room revenues, plus additional fees for marketing, central reservation systems, and other franchisor programs and services that amount to between 3.0% and 4.0% of gross revenues from the hotels. The franchise agreements currently in force expire between November 2021 and March 2038. Each of our franchise agreements provides for early termination fees in the event the agreement is terminated before the stated term. Restricted Cash Reserves – Each month, we are required to escrow with the lenders on the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Raleigh Brownstone-University, the DoubleTree by Hilton Jacksonville Riverside, the DoubleTree Resort by Hilton Hollywood Beach, and the Georgian Terrace an amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties. We are also required by several of our lenders to establish individual property improvement funds to cover the cost of replacing capital assets at our properties. Each month, those contributions equal 4.0% of gross revenues for the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Raleigh Brownstone–University, the DoubleTree by Hilton Jacksonville Riverside, the DoubleTree Resort by Hilton Hollywood Beach, The Whitehall and the Georgian Terrace and equal 4.0% of room revenues for the DoubleTree by Hilton Philadelphia Airport and the Hyatt Centric Arlington ESOP Loan Commitment – The Company’s board of directors approved the ESOP on November 29, 2016, which was adopted by the Company in December 2016 and effective January 1, 2016. The ESOP is a non-contributory defined contribution plan covering all employees of the Company. The ESOP is a leveraged ESOP, meaning the contributed funds are loaned to the ESOP from the Company. The Company entered into a loan agreement with the ESOP on December 29, 2016, pursuant to which the ESOP may borrow up to $5.0 million to purchase shares of the Company’s common stock on the open market. Under the loan agreement, the aggregate principal amount outstanding at any time may not exceed $5.0 million and the ESOP may borrow additional funds up to that limit in the future, until December 29, 2036. Between January 3, 2017 and February 28, 2017, the Company’s ESOP purchased 682,500 shares of the Company’s common stock of an aggregate cost of $4.9 million. Litigation –We are involved in routine litigation arising out of the ordinary course of business, all of which we expect to be covered by insurance and we believe it is not reasonably possible such matters will have a material adverse impact on our financial condition or results of operations or cash flows.

Preferred Stock and Units

Preferred Stock and Units	3 Months Ended
	Mar. 31, 2022
Preferred Stock And Units [Abstract]
Preferred Stock and Units	6. Preferred Stock and Units Preferred Stock - The Company is authorized to issue up to 11,000,000 shares of preferred stock. The following table sets forth our Cumulative Redeemable Perpetual Preferred Stock by series: Per Number of Shares Quarterly Annum Liquidation Issued and Outstanding as of Distributions Preferred Stock - Series Rate Preference March 31, 2022 December 31, 2021 Per Share Series B Preferred Stock 8.000 % $ 25.00 1,497,100 1,510,000 $ 0.500000 Series C Preferred Stock 7.875 % $ 25.00 1,375,010 1,384,610 $ 0.492188 Series D Preferred Stock 8.250 % $ 25.00 1,165,000 1,165,000 $ 0.515625 The Company is obligated to pay cumulative cash distributions on the preferred stock at rates in the above table per annum of the $25.00 liquidation preference per share. Holders of the Company’s preferred stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions. The preferred stock is not redeemable by the holders, has no maturity date and is not convertible into any other security of the Company or its affiliates. As previously announced, the record dates for the dividends on the Company’s Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock that were to be paid April 15, 2020 to shareholders of record as of March 31, 2020, have each been declared and the record date and the payment of dividends on all classes of the Company’s preferred stock has been deferred. On March 17, 2020, the Company announced that it was deferring payment of Sotherly’s previously announced declared distributions for the Company’s Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock for the period ending March 31, 2020. No distributions have been declared for the Company’s Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock for the period ending March 31, 2022. The total declared and undeclared, but unpaid cash dividends due on the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock through March 31, 2022, are $6,736,950, $6,090,871 and $5,406,328, respectively. Undeclared preferred cumulative dividends are reported on the statements of operations but are not considered payable until declared. As of March 31, 2022, the undeclared cumulative preferred dividends were approximately $16.2 million and the declared unpaid preferred dividends are approximately $2.0 million. Preferred Units - The Company is the holder of the Operating Partnership’s preferred partnership units and is entitled to receive distributions when authorized by the general partner of the Operating Partnership out of assets legally available for the payment of distributions. The following table sets forth our Cumulative Redeemable Perpetual Preferred Units by series: Per Number of Units Quarterly Annum Liquidation Issued and Outstanding as of Distributions Preferred Units - Series Rate Preference March 31, 2022 December 31, 2021 Per Unit Series B Preferred Units 8.000 % $ 25.00 1,497,100 1,510,000 $ 0.500000 Series C Preferred Units 7.875 % $ 25.00 1,375,010 1,384,610 $ 0.492188 Series D Preferred Units 8.250 % $ 25.00 1,165,000 1,165,000 $ 0.515625 The Company pays cumulative cash distributions on the preferred units at rates in the above table per annum of the The total declared and undeclared, but unpaid cash dividends due on the Series B Preferred Units, Series C Preferred Units and Series D Preferred Units through March 31, 2022, is $6,736,950, $6,090,871 and $5,406,328, respectively. Undeclared preferred cumulative dividends are reported on the statements of operations but are not considered payable until declared. As of March 31, 2022, the undeclared cumulative preferred dividends were approximately $16.2 million and the declared unpaid preferred dividends were approximately $2.0 million.

Common Stock and Units

Common Stock and Units	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Common Stock and Units	7. Common Stock and Units Common Stock – As of March 31, 2022, the Company was authorized to issue up to 69,000,000 shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of the Company’s common stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions. The following is a schedule of issuances, since January 1, 2021, of the Company’s common stock and related units of the Operating Partnership: On February 4, 2021, one holder of units in the Operating Partnership redeemed 100 units for an equivalent number of shares in the Company’s common stock. On February 4, 2021, the Company was issued 136,281 units in the Operating Partnership and awarded shares of unrestricted stock to its employees. On February 4, 2021, the Company was issued 15,000 units in the Operating Partnership and awarded shares of restricted stock to its independent directors. On June 21, 2021, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company agreed to exchange 100,000 shares of the Company’s Series B Preferred Stock, 85,000 shares of the Company’s Series C Preferred Stock, and 35,000 shares of the Company’s Series D Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 1,542,727 shares of the Company’s common stock. We closed the transaction and issued the common stock on June 22, 2021. On December 3, 2021, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company agreed to exchange 10,000 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 69,500 shares of the Company’s common stock. We closed the transaction and issued the common stock on December 9, 2021. On December 9, 2021, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company agreed to exchange 75,000 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 620,919 shares of the Company’s common stock. We closed the transaction and issued the common stock on December 9, 2021 On December 16, 2021, one holder of units in the Operating Partnership redeemed 32,681 units for an equivalent number of shares in the Company’s common stock. On March 24, 2022, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company agreed to exchange 7,000 shares of the Company’s Series B Preferred Stock and 3,000 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 96,900 shares of the Company’s common stock. We closed the transaction and issued the common stock on March 25, 2022. On March 31, 2022, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company agreed to exchange 5,900 shares of the Company’s Series B Preferred Stock and 6,600 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 120,875 shares of the Company’s common stock. We closed the transaction and issued the common stock on March 31, 2022. As of March 31, 2022 and December 31, 2021, the Company had 17,849,101 and 17,441,058 shares of common stock outstanding, respectively. Operating Partnership Units – Holders of Operating Partnership units, other than the Company as general partner, have certain redemption rights, which enable them to cause the Operating Partnership to redeem their units in exchange for shares of the Company’s common stock on a one-for-one basis or, at the option of the Company, cash per unit equal to the average of the market price of the Company’s common stock for the 10 trading days immediately preceding the notice date of such redemption. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the limited partners or the stockholders of the Company. Since January 1, 2021, there have been no issuances or redemptions, of units in the Operating Partnership other than the issuances of units in the Operating Partnership to the Company described above. As of March 31, 2022 and December 31, 2021, the total number of Operating Partnership units outstanding was 18,982,821 and 18,574,778, respectively. As of March 31, 2022 and December 31, 2021, the total number of outstanding Operating Partnership units not owned by the Company was 1,133,720, with a fair market value of approximately $2.3 million and $2.4 million, respectively, based on the price per share of the common stock on such respective dates. As of March 31, 2022, there were unpaid common dividends and distributions to holders of record as of March 13, 2020, in the amount of $2,088,160.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	8. Related Party Transactions Our Town Hospitality. Our Town is currently the management company for each of our eleven wholly owned hotels, as well as the manager of our rental programs at the Hyde Resort & Residences and the Hyde Beach House Resort & Residences. Prior to February 25, 2022, our Town was a majority-owned subsidiary of Newport Hospitality Group, Inc. (“Newport”). As of March 31, 2022, Andrew M. Sims, our Chairman, and David R. Folsom, our President and Chief Executive Officer, beneficially owned approximately 94.3% and 5.7%, respectively, of the total outstanding ownership interests in Our Town . The following is a summary of the transactions with Our Town Accounts Receivable – At March 31, 2022 and 2021, we were due approximately $0.2 million and $0.7 million, respectively, from Our Town. Management Agreements – On September 6, 2019, the Company entered into a master agreement with Newport and Our Town related to the management of ten of our hotels. On December 13, 2019, we entered into an amendment to the master agreement (as amended, the “OTH Master Agreement”), as well as a series of individual hotel management agreements for the management of those ten of our hotels. On April 1, 2020, Our Town became the manager of our DoubleTree Resort by Hilton Hollywood Beach hotel, as well as the manager for our rental programs at the Hyde Resort & Residences and the Hyde Beach House Resort & Residences. On November 15, 2020, Our Town became the manager of our Hyatt Centric Arlington hotel. The hotel management agreements for each of our 11 wholly-owned hotels and the two rental programs are referred to as, individually an “OTH Hotel Management Agreement” and, together the “OTH Hotel Management Agreements”. The OTH Master Agreement provides for an adjustment to the fees payable by us under the OTH Hotel Management Agreements in the event the net operating income of Our Town falls below $250,000 for any calendar year beginning on or after January 1, 2021 . The OTH Master Agreement expires on March 31, 2035 but shall be extended beyond 2035 for such additional periods as an OTH Hotel Management Agreement remains in effect. The base management fees for each hotel under management with Our Town is 2.50%. For any new individual hotel management agreements, Our Town will receive a base management fee of 2.00% of gross revenues for the first full year from the commencement date through the anniversary date, 2.25% of gross revenues the second full year, and 2.50% of gross revenues for every year thereafter. Each OTH Hotel Management Agreement sets an incentive management fee equal to 10.0% of the amount by which gross operating profit, as defined in the relevant management agreement, for a given year exceeds the budgeted gross operating profit for such year; provided, however, that the incentive management fee payable in respect of any such year shall not exceed 0.25% of the gross revenues of the hotel included in such calculation. Incentive management fees earned for the three months ending March 31, 2022 and 2021, were $258,538 and $250,166, respectively. Base management and administrative fees earned by Our Town for our properties were approximately $1.0 million and $0.6 million, Sublease – On December 13, 2019, we entered into a sublease agreement with Our Town pursuant to which Our Town subleases 2,245 square feet of office space from Sotherly for a period of 5 years, with a 5 year renewal subject to approval by Sotherly, on terms and conditions similar to the terms of the prime lease entered into by Sotherly and the third-party owner of the property. Lease payments due to the Company were $184,620 and $151,800, as of the three months ended March 31, 2022 and 2021, respectively. Employee Medical Benefits – We purchase employee medical coverage for eligible employees that are employed by Our Town and who work exclusively for our properties and elect to participate in Our Town’s self-insured plan. Gross premiums for employee medical benefits paid by the Company (before offset of employee co-payments) were approximately $0.9 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively. Others. We employed Ashley S. Kirkland, the daughter of our Chairman, as Corporate Counsel and Compliance Officer until her departure in January, 2022 and continue to employ Robert E. Kirkland IV, her husband, as our General Counsel. We also employ Andrew M. Sims Jr., the son of our Chairman, as Vice President – Operations & Investor Relations. Total compensation for all three individuals, including salary and benefits, for the three months ended March 31, 2022 and 2021, totaled $132,699 and $ 105,869 , respectively.

Retirement Plans

Retirement Plans	3 Months Ended
	Mar. 31, 2022
Compensation And Retirement Disclosure [Abstract]
Retirement Plans	9. Retirement Plans 401(k) Plan - We maintain a 401(k) plan for qualified employees which is subject to “safe harbor” provisions. Those provisions include a matching employer contribution consisting of 100.0% of the first 3.0% of employee contributions and 50.0% of the next 2.0% of employee contributions. In addition, all employer matching funds vest immediately. We ceased making matching employer contributions effective May 16, 2020 and reinstated them in January 2022. Contributions to the plan totaled $23,139 and $0 , for the three months ended March 31, 2022 and 2021, r espectively . Employee Stock Ownership Plan - The Company adopted an Employee Stock Ownership Plan in December 2016, effective January 1, 2016, which is a non-contributory defined contribution plan covering all employees of the Company. The Company sponsors and maintains the ESOP and related trust for the benefit of its eligible employees. The ESOP is a leveraged ESOP, meaning funds are loaned to the ESOP from the Company. The Company entered into a loan agreement with the ESOP on December 29, 2016, pursuant to which the ESOP may borrow up to $5.0 million to purchase shares of the Company’s common stock on the open market, which serve as collateral for the loan. Between January 3, 2017 and February 28, 2017, the Company’s ESOP purchased 682,500 shares of the Company’s common stock of an aggregate cost of $4.9 million. Between January 3, 2017 and February 28, 2017, the Company’s ESOP had purchased 682,500 shares of the Company’s common stock in the open market at a cost of approximately $4.9 million. Shares purchased by the ESOP are held in a suspense account for allocation among participants as contributions are made to the ESOP by the Company. The share allocations will be accounted for at fair value at the date of allocation. A total of 254,682 shares with a fair value of $524,644 remained allocated or committed to be released from the suspense account, as of March 31, 2022. We recognized as compensation cost $14,154 and $ 22,086 The share allocations are accounted for at fair value on the date of allocation as follows: March 31, 2022 December 31, 2021 Number of Shares Fair Value Number of Shares Fair Value Allocated shares 247,606 $ 510,066 247,606 $ 517,496 Committed to be released shares 7,076 14,578 - - Total Allocated and Committed-to-be-Released 254,682 $ 524,644 247,606 $ 517,496 Unallocated shares 424,621 874,720 431,697 902,247 Total ESOP Shares 679,303 $ 1,399,364 679,303 $ 1,419,743

Indirect Hotel Operating Expens

Indirect Hotel Operating Expenses	3 Months Ended
	Mar. 31, 2022
Other Income And Expenses [Abstract]
Indirect Hotel Operating Expenses	10. Indirect Hotel Operating Expenses Indirect hotel operating expenses consists of the following expenses incurred by the hotels: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Sales and marketing $ 3,563,962 $ 2,133,804 General and administrative 3,240,579 2,094,376 Repairs and maintenance 2,115,327 1,407,678 Utilities 1,315,349 1,137,216 Property taxes 1,626,939 1,795,129 Management fees, including incentive 1,274,760 877,763 Franchise fees 908,035 583,422 Insurance 946,277 822,072 Information and telecommunications 929,106 626,135 Other 143,027 111,482 Total indirect hotel operating expenses $ 16,063,361 $ 11,589,077

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes The components of the income tax (benefit) provision for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Current: Federal $ — $ — State 9,654 2,609 9,654 2,609 Deferred: Federal (506,356 ) (1,609,051 ) State 77,362 (320,081 ) Subtotals (428,994 ) (1,929,132 ) Change in deferred tax valuation allowance 428,994 1,929,132 - - $ 9,654 $ 2,609 Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Statutory federal income tax provision $ (168,271 ) $ (1,590,047 ) Effect of non-taxable REIT loss 90,909 1,910,128 State income tax provision 87,016 (317,472 ) $ 9,654 $ 2,609

Loss Per Share and Per Unit

Loss Per Share and Per Unit	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Loss Per Share and Per Unit	12. Loss Per Share and Per Unit Loss per Share . The limited partners’ outstanding limited partnership units in the Operating Partnership (which may be redeemed for common stock upon notice from the limited partner and following our election to redeem the units for stock rather than cash) have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of loss would also be added back to net loss. The shares of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are not convertible into or exchangeable for any other property or securities of the Company, except upon the occurrence of a change of control, and have been excluded from the diluted earnings per share calculation as there would be no impact on the current controlling stockholders. The non-committed, unearned ESOP shares are treated as reducing the number of issued and outstanding common shares and similarly reducing the weighted average number of common shares outstanding. The allocated and committed to be released shares have been included in the weighted average diluted earnings per share calculation since there would be an antidilutive effect from the dilution by these shares, although the amount of compensation for allocated shares is reflected in net loss attributable to common stockholder for basic computation. There are no ESOP units, therefore there is no dilution on the calculation of earnings per unit. The computation of basic and diluted net loss per share is presented below: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Numerator Net loss attributable to common stockholders for basic computation $ (2,507,765 ) $ (9,064,995 ) Denominator Weighted average number of common shares outstanding 17,595,916 15,118,044 Weighted average number of Unearned ESOP Shares (426,384 ) (502,324 ) Total weighted average number of common shares outstanding for basic computation 17,169,532 14,615,720 Basic net loss per share $ (0.15 ) $ (0.62 ) Loss Per Unit – The computation of basic and diluted net loss per unit is presented below: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Numerator Net loss attributable to general and limited partnership unitholders for basic computation $ (2,669,386 ) $ (9,764,534 ) Denominator Weighted average number of general and limited partnership units outstanding 18,729,635 16,284,481 Basic net loss per general and limited partnership unit $ (0.14 ) $ (0.60 )

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On April 25, 2022, the board of directors authorized the deferral of payment of the quarterly distribution for the period ending June 30, 2022, for each of the Company’s Series B, Series C, and Series D Preferred Stock (and Preferred Units). On April 27, 2022, we entered into entered into an amendment to the master agreement with Our Town whereby the initial term of the master agreement is extended by ten years, from March 31, 2025 to March 31, 2035. Concurrently, we also entered into amendments to each of the individual hotel management agreements with Our Town whereby the initial term of each hotel management agreement is extended by ten years, from March 31, 2025 to March 31, 2035. On April 28, 2022, we entered into a note modification agreement (the “Note Modification Agreement”) to extend the maturity date on the existing mortgage on the DoubleTree by Hilton Laurel with the existing lender, United Bank, a Virginia banking corporation and successor in interest to Bank of Georgetown (the “Lender”). Pursuant to the Note Modification Agreement: (i) the maturity date was extended by nine months , to May 5, 2023 ; and (ii) the Company agreed to pay Lender an exit fee equal to three-quarters of one percent ( 0.75% ) of the outstanding principal balance of the loan if the loan is repaid on or after February 5, 2023 . Concurrently with the execution of the Note Modification Agreement, the Company paid Lender five percent of the outstanding principal balance on the loan as a curtailment payment in the amount of $ 403,041 . All other terms of the mortgage and related security documents remain unchanged. On April 11, 2022, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company exchanged 4,000 shares of the Company’s Series B Preferred Stock and 8,000 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 116,640 shares of the Company’s common stock. We closed the transaction and issued the common stock on April 12, 2022. On April 19, 2022, we entered into a privately-negotiated share exchange agreement. Pursuant to the share exchange agreement, the Company exchanged 5,000 shares of the Company’s Series B Preferred Stock and 10,600 shares of the Company’s Series C Preferred Stock, together with all of the rights to receive accrued and unpaid dividends on those preferred shares, for 153,504 shares of the Company’s common stock. We closed the transaction and issued the common stock on April 19, 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation – The consolidated financial statements of the Company presented herein include all of the accounts of Sotherly Hotels Inc., the Operating Partnership, MHI TRS and subsidiaries. All significant inter-company balances and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements of the Operating Partnership presented herein include all of the accounts of Sotherly Hotels LP, MHI TRS and subsidiaries. All significant inter-company balances and transactions have been eliminated. Additionally, all administrative expenses of the Company and those expenditures made by the Company on behalf of the Operating Partnership are reflected as the administrative expenses, expenditures and obligations thereto of the Operating Partnership, pursuant to the terms of the Partnership Agreement.
Variable Interest Entities	Variable Interest Entities – The Operating Partnership is a variable interest entity. The Company’s only significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership and its subsidiaries. All of the Company’s debt is an obligation of the Operating Partnership and its subsidiaries.
Investment in Hotel Properties	Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at fair value on acquisition date and allocated to land, property and equipment and identifiable intangible assets. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from our accounts and any resulting gain or loss is included in the statements of operations. Expenditures under a renovation project, which constitute additions or improvements that extend the life of the property, are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 7 to 39 years for buildings and building improvements and 3 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. The Company assesses the carrying values of its investments in hotel properties whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse permanent changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceeds its carrying value. If the estimated undiscounted future cash flows are found to be less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value would be recorded and an impairment loss recognized. The COVID-19 pandemic has had an adverse impact on the lodging and hospitality industries, which the Company considered to be a triggering event for each of its hotels during its impairment testing for the three months ended March 31, 2022. The Company assessed the recoverability of each of its hotel properties which included a projection of future operating cash flows based upon significant assumptions regarding growth rates, occupancy, room rates, economic trends, property-specific operating costs, an allowance for the replacement of furniture, fixtures and equipment and projected cash flows from the eventual disposition of the hotel. The Company also projects cash flows from the eventual disposition of the hotel based upon property-specific capitalization rates. The Company determined that there were no impairments as of March 31, 2022.
Assets Held For Sale	Assets Held For Sale – The Company records assets as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year
Cash and Cash Equivalents	Cash and Cash Equivalents – We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk – We hold cash accounts at several institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) protection limits of $250,000. Our exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. Management monitors, on a regular basis, the financial condition of the financial institutions along with the balances there on deposit to minimize our potential risk.
Restricted Cash	Restricted Cash – Restricted cash includes real estate tax escrows, insurance escrows and reserves for replacements of furniture, fixtures and equipment pursuant to certain requirements in our various mortgage agreements.
Accounts Receivable	Accounts Receivable – Accounts receivable consists primarily of hotel guest and banqueting receivables. Ongoing evaluations of collectability are performed and an allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.
Inventories	Inventories – Inventories, consisting primarily of food and beverages, are stated at the lower of cost or net realizable value, with cost determined on a method that approximates first-in, first-out basis .
Franchise License Fees	Franchise License Fees – Fees expended to obtain or renew a franchise license are amortized over the life of the license or renewal. The unamortized franchise fees as of March 31, 2022 and December 31, 2021 were $277,883 and $294,390, respectively. Amortization expense for the three-month periods ended March 31, 2022 and 2021, totaled $12,007 and $14,871 , respectively.
Deferred Financing Costs	Deferred Financing Costs – Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt and are reflected in mortgage loans, net and unsecured notes, net on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in advance of issuing equity and are reflected in prepaid expenses, inventory and other assets on the consolidated balance sheets. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations.
Derivative Instruments	Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the consolidated balance sheets and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as an interest rate risk, are considered fair value hedges. Derivative instruments used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity and partners’ capital to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings. We use derivative instruments to add stability to interest expense and to manage our exposure to interest-rate movements. To accomplish this objective, we currently use interest rate caps and an interest rate swap which act as cash flow hedges and are not designated as hedges. We value our interest-rate caps and interest rate swap at fair value, which we define as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We do not enter into contracts to purchase or sell derivative instruments for speculative trading purposes .
Fair Value Measurements	Fair Value Measurements – We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents our assets and liabilities measured at fair value and the basis for that measurement (our interest rate caps and interest rate swap are the only assets or liabilities measured at fair value on a recurring basis, there were no non-recurring assets or liabilities for fair value measurements as of March 31, 2022 and there were two non-recurring assets and no non-recurring liabilities for fair value measurements as of December 31, 2021, respectively): Level 1 Level 2 Level 3 December 31, 2021 Interest Rate Cap (1) $ — $ 47 $ — Interest Rate Swap (2) $ — $ (1,537,319 ) $ — Mortgage loans (3) $ — $ (355,496,444 ) $ — Investment in Hotel Properties, net (4) $ — $ 23,000,000 $ — Investment in Hotel Properties Held for Sale, net (5) $ — $ 11,063,952 $ — March 31, 2022 Interest Rate Cap (1) $ — $ 97 $ — Interest Rate Swap (2) $ — $ (573,195 ) $ — Mortgage loans (3) $ — $ (341,425,228 ) $ — (1) Interest rate cap, which cap the 1-month LIBOR rate at 3.25%. (2) Interest rate swap, which takes the Loan Rate and swaps it for a fixed interest rate of 5.237%; notional amounts of the swap approximate the declining balance of the loan. (3) Mortgage loans are reflected at outstanding principal balance, net of deferred financing costs on our Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. (4) Investment in hotel properties, net, a non-recurring asset, is reflected at appraised value as of December 31, 2021. (5) Investment in hotel properties held for sale, net, a non-recurring asset, is reflected at net realizable value as of December 31, 2021.
Noncontrolling Interest in Operating Partnership	Noncontrolling Interest in Operating Partnership – Certain hotel properties were acquired, in part, by the Operating Partnership through the issuance of limited partnership units of the Operating Partnership. The noncontrolling interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro-rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or the Company’s common stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the noncontrolling interest in the Operating Partnership based on the weighted average percentage ownership throughout the period.
Revenue Recognition	Revenue Recognition – Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer’s hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the gross commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as advanced deposits (or contract liabilities) shown on our consolidated balance sheets and recognized once the performance obligations are satisfied. Certain of the Company ’ s hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company ’ s consolidated statements of operations. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations.
Lease Revenue	Lease Revenue – Several of our properties generate revenue from leasing commercial space adjacent to the hotel, the restaurant space within the hotel, apartment units and space on the roofs of our hotels for antennas and satellite dishes. We account for the lease income as revenue from other operating departments within the consolidated statements of operations pursuant to the terms of each lease. Lease revenue was approximately $0.4 million and $0.4 million, for the three months ended March 31, 2022 and 2021, respectively. A schedule of minimum future lease payments receivable for the remaining nine and twelve-month periods is as follows: Remaining nine months ending December 31, 2022 $ 1,223,530 December 31, 2023 1,591,090 December 31, 2024 1,603,358 December 31, 2025 1,616,417 December 31, 2026 1,590,709 December 31, 2027 and thereafter 7,686,427 Total $ 15,311,531
Income Taxes	Income Taxes – The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax. MHI TRS, our wholly owned taxable REIT subsidiary which leases our hotels from subsidiaries of the Operating Partnership, is subject to federal and state income taxes. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is required for deferred tax assets if, based on all available evidence, it is “more-likely-than-not” that all or a portion of the deferred tax asset will or will not be realized due to the inability to generate sufficient taxable income in certain financial statement periods. The “more-likely-than-not” analysis means the likelihood of realization is greater than 50%, that we either will or will not be able to fully utilize the deferred tax assets against future taxable income. The net amount of deferred tax assets that are recorded on the financial statements must reflect the tax benefits that are expected to be realized using these criteria. As of March 31, 2022, we have determined that it is more-likely-than-not that we will not be able to fully utilize our deferred tax assets for future tax consequences, therefore a 100% valuation allowance is required. As of March 31, 2022 and December 31, 2020, deferred tax assets each totaled $0, respectively. As of March 31, 2022 and December 31, 2021, we had no uncertain tax positions. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of March 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2014 through 2020. In addition, as of March 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions to which MHI TRS is subject, because of open NOL carryforwards, generally include 2014 through 2020. The Operating Partnership is generally not subject to federal and state income taxes as the unit holders of the Partnership are subject to tax on their respective shares of the Partnership’s taxable income.
Stock-Based Compensation	Stock-based Compensation – The Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permits the grant of stock options, restricted stock, unrestricted stock and performance share compensation awards to its employees and directors for up to 750,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders. As of March 31, 2022, under the 2013 Plan, the Company has made cumulative stock awards totaling 670,982 shares, including 605,982 unrestricted shares and 65,000 restricted shares issued to certain executives and employees and to its independent directors. All awards have vested except for: 50,000 shares issued to certain employees, which will vest over the next eight years and 15,000 shares issued to the Company’s independent directors, which will vest by December 31, 2022. Under the 2013 Plan, the Company may issue a variety of performance-based stock awards, including nonqualified stock options. The value of the awards is charged to compensation expense on a straight-line basis over the vesting or service period based on the value of the award as determined by the Company’s stock price on the date of grant or issuance. As of March 31, 2022, no performance-based stock awards have been granted. Total compensation cost recognized under the 2013 Plan for the three months ended March 31, 2022 and 2021 was $406,007 and $462,961 , . Additionally, the Company sponsors and maintains an Employee Stock Ownership Plan (“ESOP”) and related trust for the benefit of its eligible employees. We reflect 22,086
Advertising	Advertising – Advertising costs, including internet advertising, were $622,684 and $ 320,766 for the three months ended March 31, 2022 and 2021, respectively . Advertising costs are expensed as incurred.
Involuntary Conversion of Assets	Involuntary Conversion of Assets – We record gains or losses on involuntary conversions of assets due to recovered insurance proceeds to the extent the undepreciated cost of a nonmonetary asset differs from the amount of monetary proceeds received. The gain on involuntary conversion of assets, is reflected in the consolidated statements of operations.
Comprehensive Income	Comprehensive Income – Comprehensive income as defined, includes all changes in equity during a period from non-owner sources. We do not have any items of comprehensive income other than net income.
Segment Information	Segment Information – We have determined that our business is conducted in one reportable segment: hotel ownership.
Use of Estimates	Use of Estimates – The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements	New Accounting Pronouncements – In March 2020, the FASB issued ASU No. 2020-04, , which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The update provides guidance in accounting for changes in contracts, hedging relationships, and other transactions as a result of this reference rate reform. The option expedients and exceptions contained within this update, in general, only apply to contract amendments and modifications entered into prior to January 1, 2023. The provisions of this update will most likely affect our financial reporting process relating to modifications of contracts with lenders and the hedging contracts associated with each respective modified borrowing contract. In general, the provision of the update would benefit us by allowing modifications of debt contracts with lenders that fall under the guidance of ASC Topic 740 to be accounted for as a non-substantial modification and not be considered debt extinguishment. As of March 31, 2022, we have not entered into any contract modification as it directly relates to reference rate reform, with the exception of a modification to the mortgage on the Whitehall in Houston, Texas, which changed the reference rate from LIBOR to the New York Prime Rate. The Company anticipates having to undertake more modifications in the future. While the Company anticipates the impact of this update may be to its benefit, the Company is still evaluating the overall impact.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Recurring Assets and Liabilities Measured at Fair Value	The following table represents our assets and liabilities measured at fair value and the basis for that measurement (our interest rate caps and interest rate swap are the only assets or liabilities measured at fair value on a recurring basis, there were no non-recurring assets or liabilities for fair value measurements as of March 31, 2022 and there were two non-recurring assets and no non-recurring liabilities for fair value measurements as of December 31, 2021, respectively): Level 1 Level 2 Level 3 December 31, 2021 Interest Rate Cap (1) $ — $ 47 $ — Interest Rate Swap (2) $ — $ (1,537,319 ) $ — Mortgage loans (3) $ — $ (355,496,444 ) $ — Investment in Hotel Properties, net (4) $ — $ 23,000,000 $ — Investment in Hotel Properties Held for Sale, net (5) $ — $ 11,063,952 $ — March 31, 2022 Interest Rate Cap (1) $ — $ 97 $ — Interest Rate Swap (2) $ — $ (573,195 ) $ — Mortgage loans (3) $ — $ (341,425,228 ) $ — (1) Interest rate cap, which cap the 1-month LIBOR rate at 3.25%. (2) Interest rate swap, which takes the Loan Rate and swaps it for a fixed interest rate of 5.237%; notional amounts of the swap approximate the declining balance of the loan. (3) Mortgage loans are reflected at outstanding principal balance, net of deferred financing costs on our Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. (4) Investment in hotel properties, net, a non-recurring asset, is reflected at appraised value as of December 31, 2021. (5) Investment in hotel properties held for sale, net, a non-recurring asset, is reflected at net realizable value as of December 31, 2021.
Schedule of Minimum Future Lease Payments Receivable	A schedule of minimum future lease payments receivable for the remaining nine and twelve-month periods is as follows: Remaining nine months ending December 31, 2022 $ 1,223,530 December 31, 2023 1,591,090 December 31, 2024 1,603,358 December 31, 2025 1,616,417 December 31, 2026 1,590,709 December 31, 2027 and thereafter 7,686,427 Total $ 15,311,531

Investment in Hotel Propertie_2

Investment in Hotel Properties, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Real Estate [Abstract]
Schedule of Investment in Hotel Properties, Net	Investment in hotel properties, net as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, 2022 December 31, 2021 Land and land improvements $ 60,435,389 $ 60,395,168 Buildings and improvements 408,295,947 407,310,530 Right of use assets 5,545,263 5,711,607 Furniture, fixtures and equipment 50,646,914 50,505,902 524,923,513 523,923,207 Less: accumulated depreciation and impairment (152,294,047 ) (148,037,983 ) Investment in Hotel Properties, Net $ 372,629,466 $ 375,885,224
Schedule of Investment in Hotel Properties Held for Sale, Net	March 31, 2022 December 31, 2021 Land and land improvements $ 4,610,030 $ 5,799,197 Buildings and improvements 14,264,644 36,115,121 Furniture, fixtures and equipment 2,615,731 5,743,949 21,490,405 47,658,267 Less: accumulated depreciation and impairment (9,683,869 ) (24,787,780 ) Investment in Hotel Properties Held for Sale, Net $ 11,806,536 $ 22,870,487

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Mortgage Debt Obligations on Hotels	The following table sets forth our mortgage debt obligations on our hotels. Balance Outstanding as of March 31, December 31, Prepayment Maturity Amortization Interest Property 2022 2021 Penalties Date Provisions Rate The DeSoto (1) $ 31,920,055 $ 32,148,819 Yes 7/1/2026 25 years 4.25% DoubleTree by Hilton Jacksonville Riverfront (2) 32,890,033 33,051,316 Yes 7/11/2024 30 years 4.88% DoubleTree by Hilton Laurel (3) 8,088,729 8,175,215 None 5/5/2023 25 years 5.25% DoubleTree by Hilton Philadelphia Airport (4) 40,554,313 40,734,077 None 10/31/2023 30 years LIBOR plus 2.27% DoubleTree by Hilton Raleigh- Brownstone University (5) 18,300,000 18,300,000 Yes 8/1/2022 (5) LIBOR plus 4.00% DoubleTree Resort by Hilton Hollywood Beach (6) 53,984,237 54,253,963 (6) 10/1/2025 30 years 4.913% Georgian Terrace (7) 41,313,185 41,484,732 (7) 6/1/2025 30 years 4.42% Hotel Alba Tampa, Tapestry Collection by Hilton (8) 17,302,961 17,383,397 None 6/30/2022 (8) LIBOR plus 3.75% Hotel Ballast Wilmington, Tapestry Collection by Hilton (9) 32,382,242 32,604,948 Yes 1/1/2027 25 years 4.25% Hyatt Centric Arlington (10) 48,744,694 48,990,136 Yes 10/1/2028 30 years 5.25% Sheraton Louisville Riverside (11) - 10,947,366 Yes 12/1/2026 25 years 4.27% The Whitehall (12) 14,459,397 14,551,671 Yes 2/26/2023 25 years PRIME plus 1.25% Total Mortgage Principal Balance $ 339,939,846 $ 352,625,640 Deferred financing costs, net (1,194,426 ) (1,547,004 ) Unamortized premium on loan 86,077 92,247 Total Mortgage Loans, Net $ 338,831,497 $ 351,170,883 (1) The note amortizes on a 25-year schedule after an initial 1 year interest only period (which expired in August 2017) and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date. (2) The note is subject to a pre-payment penalty until March 2024. Prepayment can be made without penalty thereafter. (3) Prepayment can be made on this note without penalty. On July 15, 2021, we entered into a note modification agreement whereby the maturity date was extended from August 5, 2021 to May 5, 2023. (4) The note bears a floating interest rate of 1-month LIBOR plus 2.27%, but we entered into a swap agreement to fix the rate at 5.237%. Under the swap agreement, notional amounts approximate the declining balance of the loan and we are responsible for any potential termination fees associated with early termination of the swap agreement. (5) The note provides initial proceeds of $18.3 million, with an additional $5.2 million available upon the satisfaction of certain conditions; has an initial term of 4 years with a 1-year extension; bears a floating interest rate of 1-month LIBOR plus 4.00%; requires interest only monthly payments; and following a 12-month lockout, can be prepaid with penalty in year 2 and without penalty thereafter. We entered into an interest-rate cap agreement to limit our exposure through August 1, 2022 to increases in LIBOR exceeding 3.25% on a notional amount of $23,500,000. (6) With limited exception, the note may not be prepaid prior to June 2025. (7) With limited exception, the note may not be prepaid prior to February 2025. (8) The note bears a floating interest rate of 1-month LIBOR plus 3.75% subject to a floor rate of 3.75%; with monthly principal payments of $26,812; the note provides that the mortgage can be extended for two additional periods of one year each, subject to certain conditions. (9) The note amortizes on a 25-year schedule after an initial interest-only period of one year and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date. (10) Following a 5-year lockout, the note can be prepaid with penalty in years 6-10 and without penalty during the final 4 months of the term. (11) The hotel was sold on February 10, 2022. (12) The note bears a floating interest rate of New York Prime Rate plus 1.25% and is subject to prepayment penalty of 2.0% if prepaid after April 12, 2021 but on or before April 12, 2022 and 1.0% if prepaid after April 12, 2022 but on or before November 26, 2022. Pre-payment can be made without penalty thereafter.
Schedule of Future Mortgage Debt Maturities	Total future mortgage debt maturities for the remaining nine and twelve-month periods, without respect to any extension of loan maturity or loan modification after March 31, 2022, were as follows: Remaining nine months ending December 31, 2022 $ 40,266,687 December 31, 2023 68,002,301 December 31, 2024 36,868,188 December 31, 2025 92,083,510 December 31, 2026 57,952,779 December 31, 2027 and thereafter 44,766,381 Total future maturities $ 339,939,846

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Schedule of Minimum Future Lease Payments	A schedule of minimum future lease payments for the following nine and twelve-month periods is as follows: December 31, 2022 $ 683,693 December 31, 2023 671,883 December 31, 2024 663,585 December 31, 2025 663,877 December 31, 2026 656,534 December 31, 2027 and thereafter 14,100,246 Total $ 17,439,818

Preferred Stock and Units (Tabl

Preferred Stock and Units (Tables)	3 Months Ended
	Mar. 31, 2022
Preferred Stock And Units [Abstract]
Schedule of Series of Cumulative Redeemable Perpetual Preferred Stock	The following table sets forth our Cumulative Redeemable Perpetual Preferred Stock by series: Per Number of Shares Quarterly Annum Liquidation Issued and Outstanding as of Distributions Preferred Stock - Series Rate Preference March 31, 2022 December 31, 2021 Per Share Series B Preferred Stock 8.000 % $ 25.00 1,497,100 1,510,000 $ 0.500000 Series C Preferred Stock 7.875 % $ 25.00 1,375,010 1,384,610 $ 0.492188 Series D Preferred Stock 8.250 % $ 25.00 1,165,000 1,165,000 $ 0.515625
Schedule of Series of Cumulative Redeemable Perpetual Preferred Units	The following table sets forth our Cumulative Redeemable Perpetual Preferred Units by series: Per Number of Units Quarterly Annum Liquidation Issued and Outstanding as of Distributions Preferred Units - Series Rate Preference March 31, 2022 December 31, 2021 Per Unit Series B Preferred Units 8.000 % $ 25.00 1,497,100 1,510,000 $ 0.500000 Series C Preferred Units 7.875 % $ 25.00 1,375,010 1,384,610 $ 0.492188 Series D Preferred Units 8.250 % $ 25.00 1,165,000 1,165,000 $ 0.515625

Retirement Plans (Tables)

Retirement Plans (Tables)	3 Months Ended
	Mar. 31, 2022
Compensation And Retirement Disclosure [Abstract]
Summary of Shares Allocations are Accounted For Fair Value on The Date of Allocations	The share allocations are accounted for at fair value on the date of allocation as follows: March 31, 2022 December 31, 2021 Number of Shares Fair Value Number of Shares Fair Value Allocated shares 247,606 $ 510,066 247,606 $ 517,496 Committed to be released shares 7,076 14,578 - - Total Allocated and Committed-to-be-Released 254,682 $ 524,644 247,606 $ 517,496 Unallocated shares 424,621 874,720 431,697 902,247 Total ESOP Shares 679,303 $ 1,399,364 679,303 $ 1,419,743

Indirect Hotel Operating Expe_2

Indirect Hotel Operating Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
Other Income And Expenses [Abstract]
Summary of Indirect Hotel Operating Expenses	Indirect hotel operating expenses consists of the following expenses incurred by the hotels: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Sales and marketing $ 3,563,962 $ 2,133,804 General and administrative 3,240,579 2,094,376 Repairs and maintenance 2,115,327 1,407,678 Utilities 1,315,349 1,137,216 Property taxes 1,626,939 1,795,129 Management fees, including incentive 1,274,760 877,763 Franchise fees 908,035 583,422 Insurance 946,277 822,072 Information and telecommunications 929,106 626,135 Other 143,027 111,482 Total indirect hotel operating expenses $ 16,063,361 $ 11,589,077

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Components of Income Tax (Benefit) Provision	The components of the income tax (benefit) provision for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Current: Federal $ — $ — State 9,654 2,609 9,654 2,609 Deferred: Federal (506,356 ) (1,609,051 ) State 77,362 (320,081 ) Subtotals (428,994 ) (1,929,132 ) Change in deferred tax valuation allowance 428,994 1,929,132 - - $ 9,654 $ 2,609
Reconciliation of Statutory Federal Income Tax Provision (Benefit)	Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Statutory federal income tax provision $ (168,271 ) $ (1,590,047 ) Effect of non-taxable REIT loss 90,909 1,910,128 State income tax provision 87,016 (317,472 ) $ 9,654 $ 2,609

Loss Per Share and Per Unit (Ta

Loss Per Share and Per Unit (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Loss Per Share	The computation of basic and diluted net loss per share is presented below: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Numerator Net loss attributable to common stockholders for basic computation $ (2,507,765 ) $ (9,064,995 ) Denominator Weighted average number of common shares outstanding 17,595,916 15,118,044 Weighted average number of Unearned ESOP Shares (426,384 ) (502,324 ) Total weighted average number of common shares outstanding for basic computation 17,169,532 14,615,720 Basic net loss per share $ (0.15 ) $ (0.62 )
Computation of Basic and Diluted Net Loss Per Unit	The computation of basic and diluted net loss per unit is presented below: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Numerator Net loss attributable to general and limited partnership unitholders for basic computation $ (2,669,386 ) $ (9,764,534 ) Denominator Weighted average number of general and limited partnership units outstanding 18,729,635 16,284,481 Basic net loss per general and limited partnership unit $ (0.14 ) $ (0.60 )

Organization and Description _2

Organization and Description of Business - Additional Information (Detail)

Mar. 31, 2022USD ($)HotelRoom$ / sharesshares

Mar. 24, 2022USD ($)$ / sharesshares

Dec. 13, 2021USD ($)

Dec. 09, 2021USD ($)$ / sharesshares

Dec. 03, 2021shares

Jun. 21, 2021USD ($)$ / sharesshares

Mar. 31, 2022USD ($)HotelRoom$ / sharesshares

Mar. 31, 2021shares

Jun. 01, 2022USD ($)

Feb. 28, 2022USD ($)

Dec. 31, 2021USD ($)$ / shares

Nov. 30, 2021USD ($)

Organization Consolidation and Presentation of Financial Statements [Line Items]

Date of incorporation

Aug. 20, 2004

Investment in number of hotels | Hotel

11

11

Rooms in hotel | Room

2,976

2,976

Number of independent hotels | Hotel

3

3

Date of commencement of business

Dec. 21, 2004

Number of hotels acquired before commencement of business | Hotel

6

Cash and cash equivalents | $

$ 20,184,327

$ 20,184,327

$ 13,166,883

Restricted cash | $

$ 10,100,000

$ 10,100,000

Common stock, par value | $ / shares

$ 0.01

$ 0.01

$ 0.01

Earnest money deposit, amount | $

$ 800,000

Earnest money deposit, Closing date

Jun. 1, 2022

Forecast [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Earnest money deposit, amount | $

$ 800,000

Double Tree by Hilton Raleigh Brownstone University Hotel [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Proceeds from sale of hotel property | $

$ 42,000,000

Sheraton Louisville Riverside [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Proceeds from sale of hotel property | $

$ 11,500,000

Net proceeds from from sale of hotel property | $

$ 0

Common Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

175,268

136,281

Privately Negotiated Share Exchange Agreement [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Commission or remuneration paid | $

$ 0

$ 0

Privately Negotiated Share Exchange Agreement [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

3,000

Privately Negotiated Share Exchange Agreement [Member] | 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

7,000

Privately Negotiated Share Exchange Agreement [Member] | Series B Preferred Stock

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

5,900

7,000

100,000

Privately Negotiated Share Exchange Agreement [Member] | Series C Preferred Stock

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

6,600

3,000

75,000

10,000

85,000

Privately Negotiated Share Exchange Agreement [Member] | Common Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

120,875

96,900

620,919

69,500

1,542,727

Common stock, par value | $ / shares

$ 0.01

Operating Partnership [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Percentage of operating partnership owned

94.00%

94.00%

Commercial Unit of Hyde Resort & Residences and Hyde Beach House Resort & Residences [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Investment in number of hotels | Hotel

2

2

Hilton, DoubleTree and Hyatt Brands [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Number of hotels | Hotel

8

Palogic [Member] | Share Exchange Agreement [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Common stock, par value | $ / shares

$ 0.01

$ 0.01

Commission or remuneration paid | $

$ 0

$ 0

Palogic [Member] | Share Exchange Agreement [Member] | Common Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

620,919

1,542,727

Palogic [Member] | Share Exchange Agreement [Member] | 8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

100,000

Palogic [Member] | Share Exchange Agreement [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

75,000

85,000

Palogic [Member] | Share Exchange Agreement [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]

Organization Consolidation and Presentation of Financial Statements [Line Items]

Issuance of common stock, shares

35,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)Segmentshares	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Summary Of Significant Accounting Policies [Line Items]
Impairment of hotel properties	$ 0
Federal Deposit Insurance Corporation protection limits	250,000
Un-amortized franchise fees	277,883		$ 294,390
Amortization expense	12,007	$ 14,871
Deferred income taxes	$ 0			$ 0
Minimum percentage of likelihood of realization of deferred tax assets	50.00%
Deferred tax assets valuation allowance percent	100.00%
Uncertain tax positions	$ 0		$ 0
Compensation cost recognized	420,161	485,047
Advertising cost	$ 622,684	320,766
Number of reportable segment | Segment	1
ESOP [Member]
Summary Of Significant Accounting Policies [Line Items]
Compensation cost recognized	$ 14,154	22,086
2013 Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares issued under plan | shares	670,982
Performance-based stock awards granted | shares	0
Compensation cost recognized	$ 406,007	462,961
2013 Plan [Member] | Executives Employees and Directors [Member]
Summary Of Significant Accounting Policies [Line Items]
Unrestricted shares issued under plan | shares	605,982
Restricted shares issued under plan | shares	65,000
2013 Plan [Member] | Employees [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock award vesting period	8 years
Shares issued but not vested | shares	50,000
2013 Plan [Member] | Director [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares issued but not vested | shares	15,000
Shares award vesting date	Dec. 31, 2022
Other Operating Departments [Member]
Summary Of Significant Accounting Policies [Line Items]
Lease revenue	$ 400,000	$ 400,000
Maximum [Member] | 2013 Plan [Member] | Employees and Directors [Member]
Summary Of Significant Accounting Policies [Line Items]
Restricted, unrestricted and performance stock awards permitted to grant to employees and directors | shares	750,000
Buildings and Building Improvements [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of the assets	7 years
Buildings and Building Improvements [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of the assets	39 years
Furniture, Fixtures and Equipment [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of the assets	3 years
Furniture, Fixtures and Equipment [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of the assets	10 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Recurring Assets and Liabilities Measured at Fair Value (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Derivatives Fair Value [Line Items]
Investment in hotel properties, net	$ 372,629,466	$ 375,885,224
Investment in Hotel Properties Held for Sale, net	11,806,536	22,870,487
Level 2 [Member]
Derivatives Fair Value [Line Items]
Investment in hotel properties, net		23,000,000
Investment in Hotel Properties Held for Sale, net		11,063,952
Level 2 [Member] | Interest Rate Caps [Member]
Derivatives Fair Value [Line Items]
Interest rate cap	97	47
Level 2 [Member] | Interest Rate Swap [Member]
Derivatives Fair Value [Line Items]
Interest rate cap	(573,195)	(1,537,319)
Level 2 [Member] | Mortgage Loans [Member]
Derivatives Fair Value [Line Items]
Debt instruments measured at fair value	$ (341,425,228)	$ (355,496,444)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Recurring Assets and Liabilities Measured at Fair Value (Parenthetical) (Detail)	Mar. 31, 2022	Dec. 31, 2021
Derivatives Fair Value [Line Items]
Loan rate swapped for fixed interest rate	5.237%
1-Month LIBOR
Derivatives Fair Value [Line Items]
Interest rate cap for loan	3.25%	3.25%

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Minimum Future Lease Payments Receivable (Detail)	Mar. 31, 2022USD ($)
Leases [Abstract]
Remaining nine months ending December 31, 2022	$ 1,223,530
December 31, 2023	1,591,090
December 31, 2024	1,603,358
December 31, 2025	1,616,417
December 31, 2026	1,590,709
December 31, 2027 and thereafter	7,686,427
Total	$ 15,311,531

Investment in Hotel Propertie_3

Investment in Hotel Properties, Net - Schedule of Investment in Hotel Properties, Net (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties, Gross	$ 524,923,513	$ 523,923,207
Less: accumulated depreciation and impairment	(152,294,047)	(148,037,983)
Investment in Hotel Properties, Net	372,629,466	375,885,224
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties, Gross	60,435,389	60,395,168
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties, Gross	408,295,947	407,310,530
Right of Use Assets [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties, Gross	5,545,263	5,711,607
Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties, Gross	$ 50,646,914	$ 50,505,902

Investment in Hotel Propertie_4

Investment in Hotel Properties, Net - Schedule of Investment in Hotel Properties Held for Sale, Net (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties Held for Sale, Gross	$ 21,490,405	$ 47,658,267
Less: accumulated depreciation and impairment	(9,683,869)	(24,787,780)
Investment in Hotel Properties Held for Sale, Net	11,806,536	22,870,487
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties Held for Sale, Gross	4,610,030	5,799,197
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties Held for Sale, Gross	14,264,644	36,115,121
Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Investment in Hotel Properties Held for Sale, Gross	$ 2,615,731	$ 5,743,949

Debt - Additional Information (

Debt - Additional Information (Detail) - USD ($)	May 06, 2020	Apr. 28, 2020	Apr. 16, 2020	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Mortgage loan outstanding balance				$ 338,800,000		$ 351,200,000
Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Operating partnership purchase of senior notes					$ 20,000,000
Secured Notes [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Operating partnership purchase of senior notes					$ 20,000,000
Debt instrument maturity date					Dec. 30, 2023
Debt instrument optional maturity extension term					1 year
Debt instrument maturity extension fee percentage					1.00%
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Interest rate upon extension of maturity					10.00%
Payment of interest					$ 300,000
Debt instrument, frequency of periodic payment					quarterly
Debt instrument payment terms					require principal repayment equal to 1.47 times the face amount of the Secured Notes if repaid on or prior to December 30, 2023 and 1.65 times the face amount of the Secured Notes if repaid after December 30, 2023
Secured Notes [Member] | KWHP SOHO, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 10,000,000
Secured Notes [Member] | MIG SOHO, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount					10,000,000
Secured Notes [Member] | KWHP SOLO, LLC and MIG SOLO, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 20,000,000
Debt instrument origination fee percentage					1.00%
Senior Secured Second Notes | KWHP SOLO, LLC and MIG SOLO, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 10,000,000
Debt instrument commitment fee percentage					1.00%
Promissory Note [Member]
Debt Instrument [Line Items]
Paycheck protection program loan term				2 years
Paycheck protection program extension loan term				5 years
Paycheck protection program loan interest rate				1.00%
Paycheck protection program loan repayment terms				Equal payments of principal and interest begin no later than 10 months following origination of the loan and are amortized over the remaining term of the loan.
Paycheck protection program loan amount				$ 7,600,000
Applications for loan forgiveness amount filed				5,200,000
Paycheck protection program loan forgiveness amount received				$ 0
Promissory Note [Member] | Fifth Third Bank [Member]
Debt Instrument [Line Items]
Paycheck protection program loan amount	$ 952,700	$ 9,432,900
Promissory Note [Member] | Operating Partnership [Member]
Debt Instrument [Line Items]
Paycheck protection program loan amount			$ 333,500

Debt - Schedule of Mortgage Deb

Debt - Schedule of Mortgage Debt Obligations on Hotels (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Mortgage loans	$ 339,939,846	$ 352,625,640
Deferred financing costs, net	(1,194,426)	(1,547,004)
Unamortized premium on loan	86,077	92,247
Total Mortgage Loans, Net	338,831,497	351,170,883
The DeSoto [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 31,920,055	32,148,819
Prepayment Penalties	Yes
Maturity Date	Jul. 1, 2026
Amortization Provisions, Term	25 years
Interest rate applicable to the mortgage loan	4.25%
DoubleTree by Hilton Jacksonville Riverfront [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 32,890,033	33,051,316
Prepayment Penalties	Yes
Maturity Date	Jul. 11, 2024
Amortization Provisions, Term	30 years
Interest rate applicable to the mortgage loan	4.88%
Double Tree by Hilton Laurel [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 8,088,729	8,175,215
Prepayment Penalties	None
Maturity Date	May 5, 2023
Amortization Provisions, Term	25 years
Interest rate applicable to the mortgage loan	5.25%
DoubleTree by Hilton Philadelphia Airport [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 40,554,313	40,734,077
Prepayment Penalties	None
Maturity Date	Oct. 31, 2023
Amortization Provisions, Term	30 years
Interest rate applicable to the mortgage loan	2.27%
Doubletree By Hilton Raleigh Brownstone - University [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 18,300,000	18,300,000
Prepayment Penalties	Yes
Maturity Date	Aug. 1, 2022
Interest rate applicable to the mortgage loan	4.00%
DoubleTree Resort by Hilton Hollywood Beach [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 53,984,237	54,253,963
Maturity Date	Oct. 1, 2025
Amortization Provisions, Term	30 years
Interest rate applicable to the mortgage loan	4.913%
Georgian Terrace [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 41,313,185	41,484,732
Maturity Date	Jun. 1, 2025
Amortization Provisions, Term	30 years
Interest rate applicable to the mortgage loan	4.42%
Hotel Alba Tampa, Tapestry Collection by Hilton [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 17,302,961	17,383,397
Prepayment Penalties	None
Maturity Date	Jun. 30, 2022
Interest rate applicable to the mortgage loan	3.75%
Hotel Ballast Wilmington,Tapestry Collection by Hilton [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 32,382,242	32,604,948
Prepayment Penalties	Yes
Maturity Date	Jan. 1, 2027
Amortization Provisions, Term	25 years
Interest rate applicable to the mortgage loan	4.25%
Hyatt Centric Arlington [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 48,744,694	48,990,136
Prepayment Penalties	Yes
Maturity Date	Oct. 1, 2028
Amortization Provisions, Term	30 years
Interest rate applicable to the mortgage loan	5.25%
Sheraton Louisville Riverside [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans		10,947,366
Prepayment Penalties	Yes
Maturity Date	Dec. 1, 2026
Amortization Provisions, Term	25 years
Interest rate applicable to the mortgage loan	4.27%
The Whitehall [Member] | Mortgage Loans [Member]
Debt Instrument [Line Items]
Mortgage loans	$ 14,459,397	$ 14,551,671
Prepayment Penalties	Yes
Maturity Date	Feb. 26, 2023
Amortization Provisions, Term	25 years
Interest rate applicable to the mortgage loan	1.25%

Debt - Schedule of Mortgage D_2

Debt - Schedule of Mortgage Debt Obligations on Hotels (Parenthetical) (Detail) - USD ($)	Jul. 15, 2021	Jul. 14, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loan rate swapped for fixed interest rate			5.237%
LIBOR [Member]
Debt Instrument [Line Items]
Interest rate cap for loan			3.25%	3.25%
Mortgage Loans [Member] | The DeSoto [Member]
Debt Instrument [Line Items]
Amortization Period			25 years
Interest-only payment period			1 year
Period before maturity in which prepayment is allowed with out penalty			120 days
Mortgage Loans [Member] | Double Tree by Hilton Laurel [Member]
Debt Instrument [Line Items]
Amortization Period			25 years
Extended maturity date	May 5, 2023	Aug. 5, 2021
Mortgage Loans [Member] | DoubleTree by Hilton Jacksonville Riverfront [Member]
Debt Instrument [Line Items]
Amortization Period			30 years
Prepayment date before maturity in which prepayment is allowed with penalty			2024-03
Mortgage Loans [Member] | DoubleTree by Hilton Philadelphia Airport [Member]
Debt Instrument [Line Items]
Amortization Period			30 years
Floating interest rate period			1 month
Mortgage Loans [Member] | DoubleTree by Hilton Philadelphia Airport [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Excess Interest rate on mortgage debt			2.27%
Mortgage Loans [Member] | DoubleTree by Hilton Philadelphia Airport [Member] | Swap [Member]
Debt Instrument [Line Items]
Loan rate swapped for fixed interest rate			5.237%
Mortgage Loans [Member] | Doubletree By Hilton Raleigh Brownstone - University [Member]
Debt Instrument [Line Items]
Floating interest rate period			1 month
Proceeds from mortgage debt			$ 18,300,000
Additional proceeds from mortgage loans			$ 5,200,000
Debt instrument maturity term			4 years
Extended maturity period			1-year
Debt instrument prepayment lockout period			12 months
Debt instrument prepayment penalty period			2 years
Derivative maturity limit			Aug. 1, 2022
Notional amount			$ 23,500,000
Mortgage Loans [Member] | Doubletree By Hilton Raleigh Brownstone - University [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Excess Interest rate on mortgage debt			4.00%
Interest rate cap for loan			3.25%
Mortgage Loans [Member] | DoubleTree Resort by Hilton Hollywood Beach [Member]
Debt Instrument [Line Items]
Amortization Period			30 years
Prepayment date before maturity			2025-06
Mortgage Loans [Member] | Georgian Terrace [Member]
Debt Instrument [Line Items]
Amortization Period			30 years
Prepayment date before maturity			2025-02
Mortgage Loans [Member] | Hotel Alba Tampa, Tapestry Collection by Hilton [Member]
Debt Instrument [Line Items]
Floating interest rate period			1 month
Fixed interest rate			3.75%
Debt instrument periodic payment			$ 26,812
Mortgage Loans [Member] | Hotel Alba Tampa, Tapestry Collection by Hilton [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Excess Interest rate on mortgage debt			3.75%
Mortgage Loans [Member] | Hotel Ballast Wilmington,Tapestry Collection by Hilton [Member]
Debt Instrument [Line Items]
Amortization Period			25 years
Interest-only payment period			1 year
Period before maturity in which prepayment is allowed with out penalty			120 days
Mortgage Loans [Member] | Hyatt Centric Arlington [Member]
Debt Instrument [Line Items]
Amortization Period			30 years
Debt instrument prepayment lockout period			5 years
Debt instrument prepayment without penalty period during final term			4 months
Mortgage Loans [Member] | Hyatt Centric Arlington [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt instrument prepayment penalty period			6 years
Mortgage Loans [Member] | Hyatt Centric Arlington [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt instrument prepayment penalty period			10 years
Mortgage Loans [Member] | The Whitehall [Member]
Debt Instrument [Line Items]
Amortization Period			25 years
Mortgage Loans [Member] | The Whitehall [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Excess Interest rate on mortgage debt			1.25%
Mortgage Loans [Member] | The Whitehall [Member] | Prepaid After April 12, 2021 on or Before April 12, 2022 [Member]
Debt Instrument [Line Items]
Prepayment penalty percentage			2.00%
Mortgage Loans [Member] | The Whitehall [Member] | Prepaid After April 12, 2022 on or Before November 26, 2022 [Member]
Debt Instrument [Line Items]
Prepayment penalty percentage			1.00%

Debt - Schedule of Future Mortg

Debt - Schedule of Future Mortgage Debt Maturities (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Remaining nine months ending December 31, 2022	$ 40,266,687
December 31, 2023	68,002,301
December 31, 2024	36,868,188
December 31, 2025	92,083,510
December 31, 2026	57,952,779
December 31, 2027 and thereafter	44,766,381
Total future maturities	$ 339,939,846	$ 352,625,640

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	Sep. 26, 2019USD ($)RenewalPeriod	Mar. 01, 2018USD ($)RenewalPeriod	Dec. 31, 2019USD ($)ft²	Apr. 30, 2019	May 31, 2014	Feb. 28, 2017USD ($)shares	Mar. 31, 2022USD ($)ft²Hotel	Mar. 31, 2021USD ($)	Dec. 29, 2016USD ($)
Operating Leased Assets [Line Items]
Maximum amount allocated to purchase common stock under ESOP									$ 5,000,000
Number of common stock, shares purchased | shares						682,500
Purchased common stock, value						$ 4,900,000
Hotel Ballast [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
The DeSoto [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
DoubleTree by Hilton Brownstone-University [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
Double Tree by Hilton Jacksonville Riverside [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
DoubleTree Resort by Hilton Hollywood Beach [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
Whitehall [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Georgian Terrace [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Restricted cash reserve							amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties
DoubleTree by Hilton Philadelphia Airport [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Minimum [Member]
Operating Leased Assets [Line Items]
Franchise fees of room revenues							3.00%
Additional fees of gross revenues from the hotels							3.00%
Franchise agreement expiry date							2021-11
Maximum [Member]
Operating Leased Assets [Line Items]
Franchise fees of room revenues							5.00%
Additional fees of gross revenues from the hotels							4.00%
Franchise agreement expiry date							2038-03
Maximum [Member] | ESOP [Member]
Operating Leased Assets [Line Items]
Borrowed amount									$ 5,000,000
Chesapeake Hospitality [Member] | Individual Hotel Management Agreements [Member]
Operating Leased Assets [Line Items]
Number of wholly-owned hotels operated under master management agreement | Hotel							11
Expiry date of master management agreement							on March 31, 2025 and may be extended for up to two additional periods of five years each, subject to the approval of both parties.
Master management agreement expiration date							Mar. 31, 2025
Hyatt Centric Arlington [Member]
Operating Leased Assets [Line Items]
Monthly contribution of room revenues							4.00%
Hyatt Centric Arlington [Member] | Franchise Agreement with Affiliate of Hyatt Hotels Corporation Operating as Hyatt Centric Arlington [Member]
Operating Leased Assets [Line Items]
Rent expense							$ 72,013	$ 42,507
Rental payments per year in base rent under ground lease		$ 50,000
Ground lease percentage rent on gross rooms revenues in excess of thresholds		3.50%
Initial term of ground lease expires year		2025
Number of additional renewal periods extended under ground lease | RenewalPeriod		5
Duration period under ground lease for each renewal periods extended		10 years
Hyde Beach House [Member] | Management Agreement for Parking Garage and Poolside [Member]
Operating Leased Assets [Line Items]
Rent expense							$ 67,750	67,750
Lessee, operating lease, option to extend							initial term that expires in 2034 and which may be extended for four additional renewal periods of 5 years each
Lessee, operating lease, existence of option to extend [true false]	true
Annual payment	$ 270,100
Rental payments, Percentage of increases per year	5.00%
Rental payments, Percentage of increases, Term	every five years
Lessee, operating lease expiration year	2034
Number of additional renewal periods | RenewalPeriod	4
Additional renewal of agreement	5 years
Williamsburg Virginia [Member]
Operating Leased Assets [Line Items]
Area of commercial space leased | ft²			8,500
Rent expense			$ 218,875				$ 55,902	55,902
Lease, agreement term			10 years
Lease rent increase each successive period percentage			3.00%
Tenant improvement allowance			$ 200,000
Commencement date of agreement							Jan. 1, 2020
The DeSoto Hotel Property [Member]
Operating Leased Assets [Line Items]
Area of commercial space leased | ft²							2,086
Operating lease, expiring date							Oct. 31, 2006
Duration period under renewal option second							5 years
Expiration date three under renewal option second							Oct. 31, 2026
Rent expense							$ 20,983	20,983
Hotel Alba [Member]
Operating Leased Assets [Line Items]
Rent expense							$ 641	$ 653
Lease agreement				5 years			5 years
Commencement date of agreement				2019-07			2009-07
Lessee, operating lease, option to extend							In May 2014, we extended the agreement for an additional five years.  We signed a new agreement in April 2019, which commenced in July 2019, goes for five years and can be renewed for an additional five years.    The new agreement expires in July 2024,
Lessee, operating lease, existence of option to extend [true false]				true	true
Operating lease, expiring date							2024-07
Annual payment							$ 2,432
Additional renewal of agreement				5 years	5 years		5 years
Furniture, Fixtures and Equipment [Member]
Operating Leased Assets [Line Items]
Financing arrangement expiration date							2021-10
Financing arrangement expiration date							2026-06
Six Year Operating Lease Property [Member] | The DeSoto Hotel Property [Member]
Operating Leased Assets [Line Items]
Duration of operating lease term							6 years
Ninety Nine Year Operating Lease Property [Member] | The DeSoto Hotel Property [Member]
Operating Leased Assets [Line Items]
Duration of operating lease term							99 years
Operating lease, expiring date							Jul. 31, 2086
Rental income recognized during period							$ 0
Original lump sum rent payment received							$ 990

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Minimum Future Lease Payments (Detail)	Mar. 31, 2022USD ($)
Finance Lease Liabilities Payments Due [Abstract]
December 31, 2022	$ 683,693
December 31, 2023	671,883
December 31, 2024	663,585
December 31, 2025	663,877
December 31, 2026	656,534
December 31, 2027 and thereafter	14,100,246
Total	$ 17,439,818

Preferred Stock and Units - Add

Preferred Stock and Units - Additional Information (Detail) - USD ($)	3 Months Ended		24 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Preferred Units [Line Items]
Preferred stock, shares authorized	11,000,000		11,000,000	11,000,000
Preferred stock, liquidation preference per share	$ 25		$ 25	$ 25
Total declared and undeclared, unpaid cash dividends to preferred stockholders	$ 1,936,617	$ 2,188,910
Preferred stock amount of undeclared and cumulative preferred dividends	16,200,000
Declared unpaid preferred stock dividends amount	2,000,000		$ 2,000,000
Preferred stock amount of undeclared and cumulative preferred dividends	16,200,000
Declared unpaid preferred units dividends amount	$ 2,000,000		$ 2,000,000
Sotherly Hotels LP [Member]
Preferred Units [Line Items]
Preferred stock, liquidation preference per share	$ 25		$ 25	$ 25
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred Units [Line Items]
Preferred stock, shares authorized	11,000,000		11,000,000	11,000,000
Preferred stock, liquidation preference per share	$ 25		$ 25
Total declared and undeclared, unpaid cash dividends to preferred stockholders			$ 6,736,950
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred Units [Line Items]
Preferred stock, shares authorized	11,000,000		11,000,000	11,000,000
Preferred stock, liquidation preference per share	$ 25		$ 25
Total declared and undeclared, unpaid cash dividends to preferred stockholders			$ 6,090,871
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Preferred Units [Line Items]
Preferred stock, shares authorized	11,000,000		11,000,000	11,000,000
Preferred stock, liquidation preference per share	$ 25		$ 25
Total declared and undeclared, unpaid cash dividends to preferred stockholders			$ 5,406,328
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Total declared and undeclared, unpaid cash dividends to preferred stockholders			6,736,950
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Total declared and undeclared, unpaid cash dividends to preferred stockholders			6,090,871
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Total declared and undeclared, unpaid cash dividends to preferred stockholders			$ 5,406,328

Preferred Stock and Units - Sch

Preferred Stock and Units - Schedule of Series of Cumulative Redeemable Perpetual Preferred Stock (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred Stock, Liquidation Preference	$ 25	$ 25
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred Stock, Per Annum Rate	8.00%	8.00%
Preferred Stock, Liquidation Preference	$ 25
Preferred Stock, Number of Shares Issued	1,497,100	1,510,000
Preferred Stock, Number of Shares Outstanding	1,497,100	1,510,000
Preferred Stock, Quarterly Distributions Per Share	$ 0.500000
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred Stock, Per Annum Rate	7.875%	7.875%
Preferred Stock, Liquidation Preference	$ 25
Preferred Stock, Number of Shares Issued	1,375,010	1,384,610
Preferred Stock, Number of Shares Outstanding	1,375,010	1,384,610
Preferred Stock, Quarterly Distributions Per Share	$ 0.492188
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred Stock, Per Annum Rate	8.25%	8.25%
Preferred Stock, Liquidation Preference	$ 25
Preferred Stock, Number of Shares Issued	1,165,000	1,165,000
Preferred Stock, Number of Shares Outstanding	1,165,000	1,165,000
Preferred Stock, Quarterly Distributions Per Share	$ 0.515625

Preferred Stock and Units - S_2

Preferred Stock and Units - Schedule of Series of Cumulative Redeemable Perpetual Preferred Units (Detail) - Sotherly Hotels LP [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Preferred Units, Per Annum Rate	8.00%	8.00%
Preferred Units, Liquidation Preference	$ 25
Preferred Units, Number of Units Issued	1,497,100	1,510,000
Preferred Units, Number of Units Outstanding	1,497,100	1,510,000
Preferred Units, Quarterly Distributions Per Unit	$ 0.500000
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Preferred Units, Per Annum Rate	7.875%	7.875%
Preferred Units, Liquidation Preference	$ 25
Preferred Units, Number of Units Issued	1,375,010	1,384,610
Preferred Units, Number of Units Outstanding	1,375,010	1,384,610
Preferred Units, Quarterly Distributions Per Unit	$ 0.492188
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member]
Preferred Units [Line Items]
Preferred Units, Per Annum Rate	8.25%	8.25%
Preferred Units, Liquidation Preference	$ 25
Preferred Units, Number of Units Issued	1,165,000	1,165,000
Preferred Units, Number of Units Outstanding	1,165,000	1,165,000
Preferred Units, Quarterly Distributions Per Unit	$ 0.515625

Common Stock and Units - Additi

Common Stock and Units - Additional Information (Detail)	Mar. 31, 2022USD ($)$ / sharesshares	Mar. 24, 2022$ / sharesshares	Dec. 16, 2021shares	Dec. 09, 2021shares	Dec. 03, 2021shares	Jun. 21, 2021shares	Feb. 04, 2021shares	Mar. 31, 2022USD ($)$ / sharesshares	Mar. 31, 2021shares	Dec. 16, 2021shares	Dec. 31, 2021USD ($)$ / sharesshares
Class of Stock [Line Items]
Common stock, shares authorized	69,000,000							69,000,000			69,000,000
Common stock, par value | $ / shares	$ 0.01							$ 0.01			$ 0.01
Voting right								Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.
Common stock, shares outstanding	17,849,101							17,849,101			17,441,058
Common stock exchange ratio	1							1
Redemption of units in operating partnership										0
Operating Partnership common units not owned	1,133,720							1,133,720			1,133,720
Unpaid common dividends and distributions amount to holders | $	$ 2,088,160							$ 2,088,160
Privately Negotiated Share Exchange Agreement [Member] | Series B Preferred Stock
Class of Stock [Line Items]
Issuance of common stock, shares	5,900	7,000				100,000
Number of shares exchanged in agreement	5,900	7,000				100,000
Privately Negotiated Share Exchange Agreement [Member] | Series C Preferred Stock
Class of Stock [Line Items]
Issuance of common stock, shares	6,600	3,000		75,000	10,000	85,000
Number of shares exchanged in agreement	6,600	3,000		75,000	10,000	85,000
Privately Negotiated Share Exchange Agreement [Member] | Series D Preferred Stock
Class of Stock [Line Items]
Issuance of common stock, shares						35,000
Number of shares exchanged in agreement						35,000
Sotherly Hotels LP [Member]
Class of Stock [Line Items]
Operating Partnership common units outstanding	18,982,821							18,982,821			18,574,778
Fair market value | $	$ 2,300,000							$ 2,300,000			$ 2,400,000
Common Stock [Member]
Class of Stock [Line Items]
Conversion of units in Operating Partnership to shares of common stock, shares			32,681				100		100
Unrestricted shares issued							136,281
Issuance of common stock, shares								175,268	136,281
Number of shares exchanged in agreement								175,268	136,281
Common Stock [Member] | Privately Negotiated Share Exchange Agreement [Member]
Class of Stock [Line Items]
Common stock, par value | $ / shares		$ 0.01
Issuance of common stock, shares	120,875	96,900		620,919	69,500	1,542,727
Number of shares exchanged in agreement	120,875	96,900		620,919	69,500	1,542,727
Common Stock [Member] | Sotherly Hotels LP [Member]
Class of Stock [Line Items]
Number of issued unit in Operating Partnership							15,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Dec. 13, 2019ft²Hotel	Mar. 31, 2022USD ($)Hotel	Mar. 31, 2021USD ($)	Nov. 15, 2020Resort	Dec. 31, 2019	Sep. 06, 2019Hotel
Related Party Transaction [Line Items]
Net operating income		$ 3,925,204	$ (2,082,276)
Our Town Hospitality [Member]
Related Party Transaction [Line Items]
Number of wholly owned hotels | Hotel		11
Accounts receivable - affiliate		$ 200,000	700,000
Our Town Hospitality [Member] | Master Agreement [Member]
Related Party Transaction [Line Items]
Number of rental programs | Resort				2
Andrew M. Sims [Member] | Our Town Hospitality [Member]
Related Party Transaction [Line Items]
Percentage of total outstanding ownership interests		94.30%
David R. Folsom [Member] | Our Town Hospitality [Member]
Related Party Transaction [Line Items]
Percentage of total outstanding ownership interests		5.70%
Our Town Hospitality [Member]
Related Party Transaction [Line Items]
Area of office space subleased | ft²	2,245
Sublease term					5 years
Additional renewal of agreement					5 years
Lessee, operating lease, existence of option to extend [true false]		true
Lease payments due		$ 184,620	151,800
Employee medical benefits paid		900,000	700,000
Our Town Hospitality [Member] | Master Agreement [Member]
Related Party Transaction [Line Items]
Number of wholly owned hotels | Hotel						10
Base management and administrative fees earned by related party		1,000,000	600,000
Our Town Hospitality [Member] | OTH Master Agreement [Member]
Related Party Transaction [Line Items]
Number of wholly owned hotels | Hotel	10
Net operating income		$ 250,000
Percentage of management fee due		2.50%
Management fee of gross revenues for first full fiscal year		2.00%
Management fee of gross revenues for second full fiscal year		2.25%
Management fee of gross revenues for every year thereafter		2.50%
Incentive management fee equal to increase in gross operating profit percentage	10.00%
Maximum incentive management fee of gross revenues	0.25%
Incentive management fees expense by related party		$ 258,538	250,166
Our Town Hospitality [Member] | OTH Hotel Management Agreement [Member]
Related Party Transaction [Line Items]
Number of wholly owned hotels | Hotel		11
Immediate Family Members of Chairman [Member]
Related Party Transaction [Line Items]
Total compensation for related parties		$ 132,699	$ 105,869

Retirement Plans - Additional I

Retirement Plans - Additional Information (Detail) - USD ($)	2 Months Ended	3 Months Ended
	Feb. 28, 2017	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 29, 2016
Defined Benefit Plan Disclosure [Line Items]
Employer contribution for first 3% of employee contributions		100.00%
Employer contribution for next 2% of employee contributions		50.00%
Effective date of ceased matching employer contribution		May 16, 2020
Percentage of first specified employee contributions		3.00%
Percentage of next specified employee contributions		2.00%
Contribution for retirement plan		$ 23,139	$ 0
Maximum amount allocated to purchase common stock under ESOP					$ 5,000,000
Number of common stock, shares purchased	682,500
Purchased common stock, value	$ 4,900,000
Total number of ESOP shares		254,682
Fair value of ESOP released from suspense account and recognized compensation cost		$ 524,644
Compensation cost recognized		$ 14,154	$ 22,086
Number of non committed, unearned ESOP shares		424,621		431,697
Fair value of unallocated ESOP shares		$ 874,720		$ 902,247
Number of ESOP shares allocated		247,606		247,606
Number of ESOP shares committed to be released		7,076
ESOP [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of common stock, shares purchased		682,500
Purchased common stock, value		$ 4,900,000

Retirement Plans - Summary of S

Retirement Plans - Summary of Shares Allocations are Accounted For Fair Value on The Date of Allocations (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Compensation And Retirement Disclosure [Abstract]
Number of ESOP shares allocated	247,606	247,606
Number of ESOP shares committed to be released	7,076
Total number of ESOP allocated and committed-to-be-released	254,682	247,606
Number of non committed, unearned ESOP shares	424,621	431,697
Total number of ESOP Shares	679,303	679,303
Fair value of ESOP allocated shares	$ 510,066	$ 517,496
Fair value of ESOP Committed-to-be released shares	14,578
Total fair value of ESOP allocated and committed-to-be-released	524,644	517,496
Fair value of ESOP unallocated shares	874,720	902,247
Total fair value of ESOP Shares	$ 1,399,364	$ 1,419,743

Indirect Hotel Operating Expe_3

Indirect Hotel Operating Expenses - Summary of Indirect Hotel Operating Expenses (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	$ 16,063,361	$ 11,589,077
Sales and Marketing [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	3,563,962	2,133,804
General and Administrative [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	3,240,579	2,094,376
Repairs and Maintenance [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	2,115,327	1,407,678
Utilities [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	1,315,349	1,137,216
Property Taxes [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	1,626,939	1,795,129
Management Fees, Including Incentive [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	1,274,760	877,763
Franchise Fees [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	908,035	583,422
Insurance [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	946,277	822,072
Information and Telecommunications [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	929,106	626,135
Other [Member]
Component Of Operating Cost And Expense [Line Items]
Total indirect hotel operating expenses	$ 143,027	$ 111,482

Income Taxes - Components of In

Income Taxes - Components of Income Tax (Benefit) Provision (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Current:
State	$ 9,654	$ 2,609
Total	9,654	2,609
Deferred:
Federal	(506,356)	(1,609,051)
State	77,362	(320,081)
Subtotals	(428,994)	(1,929,132)
Change in deferred tax valuation allowance	428,994	1,929,132
Income tax (benefit) provision	$ 9,654	$ 2,609

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Statutory Federal Income Tax Provision (Benefit) (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory federal income tax provision	$ (168,271)	$ (1,590,047)
Effect of non-taxable REIT loss	90,909	1,910,128
State income tax provision	87,016	(317,472)
Income tax (benefit) provision	$ 9,654	$ 2,609

Loss Per Share and Per Unit - A

Loss Per Share and Per Unit - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022shares
ESOP [Member]
Earnings Per Share [Line Items]
Number of ESOP units	0

Loss Per Share and Per Unit - C

Loss Per Share and Per Unit - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator
Net loss attributable to common stockholders for basic computation	$ (2,507,765)	$ (9,064,995)
Denominator
Weighted average number of common shares outstanding	17,595,916	15,118,044
Weighted average number of Unearned ESOP Shares	(426,384)	(502,324)
Total weighted average number of common shares outstanding for basic computation	17,169,532	14,615,720
Basic net loss per share	$ (0.15)	$ (0.62)

Loss Per Share and Per Unit -_2

Loss Per Share and Per Unit - Computation of Basic and Diluted Net Loss Per Unit (Detail) - Sotherly Hotels LP [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Net loss attributable to general and limited partnership unitholders for basic computation	$ (2,669,386)	$ (9,764,534)
Weighted average number of general and limited partnership units outstanding	18,729,635	16,284,481
Basic net loss per general and limited partnership unit	$ (0.14)	$ (0.60)

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)

Apr. 28, 2022

Apr. 27, 2022

Apr. 19, 2022

Apr. 11, 2022

Mar. 31, 2022

Mar. 24, 2022

Dec. 09, 2021

Dec. 03, 2021

Jul. 15, 2021

Jul. 14, 2021

Jun. 21, 2021

Mar. 31, 2022

Mar. 31, 2021

Common Stock [Member]

Subsequent Event [Line Items]

Issuance of common stock, shares

175,268

136,281

Privately Negotiated Share Exchange Agreement [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Issuance of common stock, shares

120,875

96,900

620,919

69,500

1,542,727

Privately Negotiated Share Exchange Agreement [Member] | Series B Preferred Stock

Subsequent Event [Line Items]

Issuance of common stock, shares

5,900

7,000

100,000

Privately Negotiated Share Exchange Agreement [Member] | Series C Preferred Stock

Subsequent Event [Line Items]

Issuance of common stock, shares

6,600

3,000

75,000

10,000

85,000

Mortgage Loans [Member] | Double Tree by Hilton Laurel [Member]

Subsequent Event [Line Items]

Extended maturity date

May 5, 2023

Aug. 5, 2021

Subsequent Events [Member] | Privately Negotiated Share Exchange Agreement [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Issuance of common stock, shares

153,504

116,640

Subsequent Events [Member] | Privately Negotiated Share Exchange Agreement [Member] | Series B Preferred Stock

Subsequent Event [Line Items]

Issuance of common stock, shares

5,000

4,000

Subsequent Events [Member] | Privately Negotiated Share Exchange Agreement [Member] | Series C Preferred Stock

Subsequent Event [Line Items]

Issuance of common stock, shares

10,600

8,000

Subsequent Events [Member] | Mortgage Loans [Member] | Double Tree by Hilton Laurel [Member] | Note Modification Agreement [Member]

Subsequent Event [Line Items]

Extended maturity period

9 months

Extended maturity date

May 5, 2023

Percentage of exit fee to lender

0.75%

Loan repayment date terms

on or after February 5, 2023

Percentage of outstanding principal balance paid to the lender

5.00%

Outstanding principal balance as a curtailment payment, amount

$ 403,041

Chesapeake Hospitality [Member] | Subsequent Events [Member]

Subsequent Event [Line Items]

Extended agreement term

10 years