Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SOHO | |
Entity Registrant Name | SOTHERLY HOTELS INC. | |
Entity Central Index Key | 1,301,236 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,949,651 | |
Sotherly Hotels LP [Member] | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SOTHERLY HOTELS LP | |
Entity Central Index Key | 1,301,236 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Investment in hotel properties, net | $ 356,277,837 | $ 354,963,242 |
Cash and cash equivalents | 14,985,925 | 11,493,914 |
Restricted cash | 3,630,274 | 5,793,840 |
Accounts receivable, net | 3,848,461 | 4,071,175 |
Accounts receivable-affiliate | 208,726 | 226,552 |
Loan proceeds receivable | 2,600,711 | |
Prepaid expenses, inventory and other assets | 4,704,666 | 4,432,432 |
Deferred income taxes | 5,877,844 | 5,390,374 |
TOTAL ASSETS | 389,533,733 | 388,972,240 |
LIABILITIES | ||
Mortgage loans, net | 266,473,174 | 267,891,830 |
Unsecured notes | 52,900,000 | 52,900,000 |
Accounts payable and accrued expenses | 14,234,813 | 12,334,879 |
Advance deposits | 2,321,530 | 1,651,840 |
Dividends and distributions payable | 1,421,862 | 1,335,323 |
TOTAL LIABILITIES | $ 337,351,379 | $ 336,113,872 |
Commitments and contingencies (See Note 5) | ||
Sotherly Hotels Inc. stockholders’ equity | ||
Preferred stock, par value $0.01, 972,350 shares authorized, 0 shares issued and outstanding | ||
Common stock, par value $0.01, 49,000,000 shares authorized, 14,949,651 shares and 14,490,714 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 149,496 | $ 144,907 |
Additional paid in capital | 83,788,906 | 82,749,058 |
Distributions in excess of retained earnings | (34,675,230) | (33,890,834) |
Total Sotherly Hotels Inc. stockholders’ equity | 49,263,172 | 49,003,131 |
Noncontrolling interest | 2,919,182 | 3,855,237 |
TOTAL EQUITY | 52,182,354 | 52,858,368 |
TOTAL LIABILITIES AND OWNERS' EQUITY | 389,533,733 | 388,972,240 |
Sotherly Hotels LP [Member] | ||
ASSETS | ||
Investment in hotel properties, net | 356,277,837 | 354,963,242 |
Cash and cash equivalents | 14,985,925 | 11,493,914 |
Restricted cash | 3,630,274 | 5,793,840 |
Accounts receivable, net | 3,848,461 | 4,071,175 |
Accounts receivable-affiliate | 208,726 | 226,552 |
Loan proceeds receivable | 2,600,711 | |
Prepaid expenses, inventory and other assets | 4,704,666 | 4,432,432 |
Deferred income taxes | 5,877,844 | 5,390,374 |
TOTAL ASSETS | 389,533,733 | 388,972,240 |
LIABILITIES | ||
Mortgage loans, net | 266,473,174 | 267,891,830 |
Unsecured notes | 52,900,000 | 52,900,000 |
Accounts payable and accrued expenses | 14,234,813 | 12,334,879 |
Advance deposits | 2,321,530 | 1,651,840 |
Dividends and distributions payable | 1,421,862 | 1,335,323 |
TOTAL LIABILITIES | $ 337,351,379 | $ 336,113,872 |
Commitments and contingencies (See Note 5) | ||
Sotherly Hotels Inc. stockholders’ equity | ||
TOTAL LIABILITIES AND OWNERS' EQUITY | $ 389,533,733 | $ 388,972,240 |
PARTNERS’ CAPITAL | ||
General Partner: 167,278 and 166,915 units issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 767,535 | 774,295 |
Limited Partners: 16,560,513 and 16,524,626 units issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 51,414,819 | 52,084,073 |
TOTAL PARTNERS’ CAPITAL | $ 52,182,354 | $ 52,858,368 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 972,350 | 972,350 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 14,949,651 | 14,490,714 |
Common stock, shares outstanding | 14,949,651 | 14,490,714 |
Sotherly Hotels LP [Member] | ||
General Partner, units issued | 167,278 | 166,915 |
General Partner, units outstanding | 167,278 | 166,915 |
Limited Partner, units issued | 16,560,513 | 16,524,626 |
Limited Partner, units outstanding | 16,560,513 | 16,524,626 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUE | ||
Rooms department | $ 27,322,413 | $ 21,336,414 |
Food and beverage department | 8,249,679 | 7,726,807 |
Other operating departments | 2,238,052 | 1,912,409 |
Total revenue | 37,810,144 | 30,975,630 |
Hotel operating expenses | ||
Rooms department | 7,080,633 | 5,842,940 |
Food and beverage department | 5,939,861 | 5,405,385 |
Other operating departments | 593,969 | 338,179 |
Indirect | 14,135,595 | 11,468,343 |
Total hotel operating expenses | 27,750,058 | 23,054,847 |
Depreciation and amortization | 3,668,638 | 2,904,391 |
Corporate general and administrative | 1,607,294 | 1,451,224 |
Total operating expenses | 33,025,990 | 27,410,462 |
NET OPERATING INCOME | 4,784,154 | 3,565,168 |
Other income (expense) | ||
Interest expense | (4,632,632) | (3,774,535) |
Interest income | 8,830 | 10,102 |
Equity income in joint venture | 474,349 | |
Unrealized loss on hedging activities | (50,557) | |
Net income before income taxes | 109,795 | 275,084 |
Income tax benefit | 436,079 | 438,775 |
Net income | 545,874 | 713,859 |
Less: Net (income) attributable to the noncontrolling interest | (62,779) | (138,523) |
Net income attributable to the Company | $ 483,095 | $ 575,336 |
Net income per share attributable to the Company | ||
Basic and diluted | $ 0.03 | $ 0.05 |
Weighted average number of shares outstanding | ||
Basic and diluted | 14,792,911 | 10,595,801 |
Sotherly Hotels LP [Member] | ||
REVENUE | ||
Rooms department | $ 27,322,413 | $ 21,336,414 |
Food and beverage department | 8,249,679 | 7,726,807 |
Other operating departments | 2,238,052 | 1,912,409 |
Total revenue | 37,810,144 | 30,975,630 |
Hotel operating expenses | ||
Rooms department | 7,080,633 | 5,842,940 |
Food and beverage department | 5,939,861 | 5,405,385 |
Other operating departments | 593,969 | 338,179 |
Indirect | 14,135,595 | 11,468,343 |
Total hotel operating expenses | 27,750,058 | 23,054,847 |
Depreciation and amortization | 3,668,638 | 2,904,391 |
Corporate general and administrative | 1,607,294 | 1,451,224 |
Total operating expenses | 33,025,990 | 27,410,462 |
NET OPERATING INCOME | 4,784,154 | 3,565,168 |
Other income (expense) | ||
Interest expense | (4,632,632) | (3,774,535) |
Interest income | 8,830 | 10,102 |
Equity income in joint venture | 474,349 | |
Unrealized loss on hedging activities | (50,557) | |
Net income before income taxes | 109,795 | 275,084 |
Income tax benefit | 436,079 | 438,775 |
Net income | $ 545,874 | $ 713,859 |
Net income per share attributable to the Company | ||
Basic and diluted | $ 0.03 | $ 0.05 |
Weighted average number of shares outstanding | ||
Basic and diluted | 16,715,044 | 13,146,628 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - 3 months ended Mar. 31, 2016 - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Distributions in Excess of Retained Earnings [Member] | Noncontrolling Interest [Member] |
Balances, beginning at Dec. 31, 2015 | $ 52,858,368 | $ 144,907 | $ 82,749,058 | $ (33,890,834) | $ 3,855,237 |
Balances, shares, beginning at Dec. 31, 2015 | 14,490,714 | ||||
Net income | 545,874 | 483,095 | 62,779 | ||
Issuance of unrestricted common stock awards | 128,282 | $ 242 | 128,040 | ||
Issuance of unrestricted common stock awards, shares | 24,250 | ||||
Issuance of restricted common stock awards | 63,480 | $ 120 | 63,360 | ||
Issuance of restricted common stock awards, shares | 12,000 | ||||
Conversion of Operating Partnership units into shares of common stock | $ 4,227 | 843,468 | (847,695) | ||
Conversion of Operating Partnership units into shares of common stock, shares | 422,687 | ||||
Amortization of restricted stock award | 4,980 | 4,980 | |||
Dividends and distributions declared | (1,418,630) | (1,267,491) | (151,139) | ||
Balances, ending at Mar. 31, 2016 | $ 52,182,354 | $ 149,496 | $ 83,788,906 | $ (34,675,230) | $ 2,919,182 |
Balances, shares, ending at Mar. 31, 2016 | 14,949,651 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 545,874 | $ 713,859 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,668,638 | 2,904,391 |
Equity income in joint venture | (474,349) | |
Amortization of deferred financing costs | 313,410 | 350,396 |
Amortization of mortgage premium | (6,479) | |
Unrealized loss on derivative instrument | 50,557 | |
Charges related to equity-based compensation | 196,742 | 271,036 |
Changes in assets and liabilities: | ||
Restricted cash | (120,693) | (223,492) |
Accounts receivable | 222,714 | (1,808,004) |
Prepaid expenses, inventory and other assets | (342,455) | (835,566) |
Deferred income taxes | (487,469) | (496,454) |
Accounts payable and other accrued liabilities | 1,892,725 | 2,428,633 |
Advance deposits | 669,690 | 551,491 |
Accounts receivable - affiliate | 17,826 | (44,540) |
Net cash provided by operating activities | 6,621,080 | 3,337,401 |
Cash flows from investing activities: | ||
Improvements and additions to hotel properties | (4,956,359) | (4,485,857) |
Distributions from joint venture | 600,000 | |
Funding of restricted cash reserves | (1,674,236) | (777,597) |
Proceeds of restricted cash reserves | 3,958,496 | 3,404,730 |
Net cash used in investing activities | (2,672,099) | (1,258,724) |
Cash flows from financing activities: | ||
Proceeds from mortgage loan receivable | 2,600,711 | |
Payments on mortgage debt and loans | (1,446,688) | (1,159,671) |
Payment of deferred financing costs | (278,899) | (617,500) |
Dividends and distributions paid | (1,332,094) | (852,914) |
Net cash used in financing activities | (456,970) | (2,630,085) |
Net (decrease) increase in cash and cash equivalents | 3,492,011 | (551,408) |
Cash and cash equivalents at the beginning of the period | 11,493,914 | 16,634,499 |
Cash and cash equivalents at the end of the period | 14,985,925 | 16,083,091 |
Supplemental disclosures: | ||
Cash paid during the period for interest | 3,606,752 | 3,223,308 |
Cash paid during the period for income taxes | 9,165 | 200 |
Non-cash investing and financing activities: | ||
Change in amount of deferred financing and deferred offering cost in accounts payable and accrued liabilities | (624,117) | |
Change in amount of hotel property improvements in accounts payable and accrued liabilities | (7,209) | (664,159) |
Sotherly Hotels LP [Member] | ||
Cash flows from operating activities: | ||
Net income | 545,874 | 713,859 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,668,638 | 2,904,391 |
Equity income in joint venture | (474,349) | |
Amortization of deferred financing costs | 313,410 | 350,396 |
Amortization of mortgage premium | (6,479) | |
Unrealized loss on derivative instrument | 50,557 | |
Charges related to equity-based compensation | 196,742 | 271,036 |
Changes in assets and liabilities: | ||
Restricted cash | (120,693) | (223,492) |
Accounts receivable | 222,714 | (1,808,004) |
Prepaid expenses, inventory and other assets | (342,455) | (835,566) |
Deferred income taxes | (487,469) | (496,454) |
Accounts payable and other accrued liabilities | 1,892,725 | 2,428,633 |
Advance deposits | 669,690 | 551,491 |
Accounts receivable - affiliate | 17,826 | (44,540) |
Net cash provided by operating activities | 6,621,080 | 3,337,401 |
Cash flows from investing activities: | ||
Improvements and additions to hotel properties | (4,956,359) | (4,485,857) |
Distributions from joint venture | 600,000 | |
Funding of restricted cash reserves | (1,674,236) | (777,597) |
Proceeds of restricted cash reserves | 3,958,496 | 3,404,730 |
Net cash used in investing activities | (2,672,099) | (1,258,724) |
Cash flows from financing activities: | ||
Proceeds from mortgage loan receivable | 2,600,711 | |
Payments on mortgage debt and loans | (1,446,688) | (1,159,671) |
Payment of deferred financing costs | (278,899) | (617,500) |
Dividends and distributions paid | (1,332,094) | (852,914) |
Net cash used in financing activities | (456,970) | (2,630,085) |
Net (decrease) increase in cash and cash equivalents | 3,492,011 | (551,408) |
Cash and cash equivalents at the beginning of the period | 11,493,914 | 16,634,499 |
Cash and cash equivalents at the end of the period | 14,985,925 | 16,083,091 |
Supplemental disclosures: | ||
Cash paid during the period for interest | 3,606,752 | 3,223,308 |
Cash paid during the period for income taxes | 9,165 | 200 |
Non-cash investing and financing activities: | ||
Change in amount of deferred financing and deferred offering cost in accounts payable and accrued liabilities | (624,117) | |
Change in amount of hotel property improvements in accounts payable and accrued liabilities | $ (7,209) | $ (664,159) |
Consolidated Statement of Chan7
Consolidated Statement of Changes in Partners' Capital - 3 months ended Mar. 31, 2016 - USD ($) | Total | Sotherly Hotels LP [Member] | Sotherly Hotels LP [Member]General Partner [Member] | Sotherly Hotels LP [Member]Limited Partner [Member] |
Balances, beginning at Dec. 31, 2015 | $ 52,858,368 | $ 774,295 | $ 52,084,073 | |
Balances, units, beginning at Dec. 31, 2015 | 166,915 | 16,524,626 | ||
Issuance of partnership units | 191,762 | $ 1,918 | $ 189,844 | |
Issuance of partnership units, number of units | 363 | 35,887 | ||
Amortization of restricted units award | $ 4,980 | 4,980 | $ 50 | $ 4,930 |
Distributions declared | (1,418,630) | (14,187) | (1,404,443) | |
Net income | $ 545,874 | 545,874 | 5,459 | 540,415 |
Balances, ending at Mar. 31, 2016 | $ 52,182,354 | $ 767,535 | $ 51,414,819 | |
Balances, units, ending at Mar. 31, 2016 | 167,278 | 16,560,513 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Sotherly Hotels Inc., formerly MHI Hospitality Corporation (the “Company”), is a self-managed and self-administered lodging real estate investment trust (“REIT”) that was incorporated in Maryland on August 20, 2004 to own full-service, primarily upscale and upper-upscale hotels located in primary and secondary markets in the mid-Atlantic and southern United States. Currently, the Company is 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 consists of investments in twelve hotel properties, comprising 3,011 rooms. All of the Company’s hotels, except for the Georgian Terrace and The Whitehall, operate under the Hilton, Crowne Plaza, DoubleTree, and Sheraton brands. 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, formerly MHI Hospitality, L.P. (the “Operating Partnership”). The Company and the Operating Partnership through July 30, 2015, also owned a 25.0% noncontrolling interest in the Crowne Plaza Hollywood Beach Resort through a joint venture with CRP/MHI Holdings, LLC, an affiliate of both Carlyle Realty Partners V, L.P. and The Carlyle Group (“Carlyle”). As of July 31, 2015, we own 100% of the entities that own the Crowne Plaza Hollywood Beach Resort. 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, 2016, was approximately 89.4% owned by the Company, and its subsidiaries, lease the hotels to a subsidiary of MHI Hospitality TRS Holding, Inc., MHI Hospitality TRS, LLC, (collectively, “MHI TRS”), a wholly-owned subsidiary of the Operating Partnership. MHI TRS then engages an eligible independent hotel management company, MHI Hotels Services, LLC, which does business as Chesapeake Hospitality (“Chesapeake Hospitality”), to operate the hotels under a management contract. MHI TRS is treated as a taxable REIT subsidiary for federal income tax purposes. All references in this report to “we”, “us” and “our” refer to the Company, its Operating Partnership and its subsidiaries and predecessors, collectively, unless the context otherwise requires or where otherwise indicated. Significant transactions occurring during the current and prior fiscal year include the following: On May 5, 2015, the Company obtained a $47.0 million mortgage with Bank of America N.A. on the Georgian Terrace in Atlanta, Georgia. The mortgage bears interest at a fixed rate of 4.42% and provides for level payments of principal and interest on a monthly basis under a 30-year amortization schedule. The maturity date is June 1, 2025. The Company used the proceeds of the mortgage to repay the existing first mortgage and to pay closing costs, and will use the balance of the proceeds to partially fund ongoing renovations at the Georgian Terrace and for general corporate purposes. During June 2015, the Company sold 98,682 shares of common stock for net proceeds of approximately $0.7 million, which it contributed to the Operating Partnership for an equivalent number of units. On July 1, 2015, the Company sold 3,000,000 shares of common stock for net proceeds of approximately $19.8 million, which it contributed to the Operating Partnership for an equivalent number of units. On July 7, 2015, we entered into a loan agreement and other loan documents to secure an $18.5 million mortgage with Bank of the Ozarks collateralized by a first mortgage on the DoubleTree by Hilton Jacksonville Riverfront. The $18.5 million mortgage was received in two parts. We received $18.0 million on July 7, 2015 and the remainder of $0.5 million on October 20, 2015. The $0.5 million was included with the additional earn-out provision of $1.5 million, for a total of $2.0 million additional proceeds, as described below. The mortgage term is four years maturing July 7, 2019 and may be extended for one additional period of one year, subject to certain criteria. The mortgage bears a floating interest rate of the 30-day LIBOR plus 3.5%, subject to a floor rate of 4.0%. The mortgage amortizes on a 25-year schedule; and has a prepayment penalty if prepaid during the initial two years. The Company used the proceeds from the mortgage to repay the existing first mortgage on the DoubleTree by Hilton Jacksonville Riverfront, to pay closing costs, to partially fund ongoing renovations at the DoubleTree by Hilton Jacksonville Riverfront and for general corporate purposes. On July 17, 2015, the Company sold 435,000 shares of common stock for net proceeds of approximately $2.8 million, which it contributed to the Operating Partnership for an equivalent number of units. On July 31, 2015, we acquired the remaining 75% interest in (i) the entity that owns the Crowne Plaza Hollywood Beach Resort, and (ii) the entity that leases the Crowne Plaza Hollywood Beach Resort. As a result, the Operating Partnership now has a 100% indirect ownership interest in the entities that own the Crowne Plaza Hollywood Beach Resort. On September 2, 2015, we closed on the sale of a 0.3 acre parcel of excess land adjacent to our Atlanta, Georgia property for $2.2 million. The parcel was included in the acquisition of the Georgian Terrace in March 2014. We used the proceeds of the sale for general corporate purposes. On September 28, 2015, we entered into a loan agreement to secure a $60.0 million mortgage on the Crowne Plaza Hollywood Beach Resort with Bank of America, N.A. The mortgage term is ten years maturing October 1, 2025, subject to certain criteria. The mortgage bears a fixed interest rate of 4.913%. The mortgage amortizes on a 30-year schedule. The Company used the proceeds from the mortgage to repay the existing first mortgage on the Crowne Plaza Hollywood Beach Resort and to pay closing costs, and will use the balance of the proceeds for general corporate purposes. On October 20, 2015, we secured $2.0 million additional proceeds on the mortgage loan on the DoubleTree by Hilton Jacksonville Riverfront as part of an earn-out pursuant to the terms of the loan agreement. On December 31, 2015, we entered into an amendment to the existing mortgage loan on the DoubleTree by Hilton Laurel which generated additional net proceeds of approximately $2.6 million and received the loan proceeds on January 4, 2016 . On March 21, 2016, we entered into an agreement with the existing lender to extend the maturity of the mortgage on The Whitehall until November 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
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. Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at acquisition cost 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. We review our investments in hotel properties for impairment 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 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 exceed 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. At December 31, 2015, our review of possible impairment at one of our hotel properties revealed an excess of current carrying cost over the estimated undiscounted future cash flows, which was triggered by a combination of a change in anticipated use and future branding of the property and a re-evaluation of future revenues based on anticipated market conditions, market penetration and costs necessary to achieve such market penetration, resulting in an impairment of approximately $0.5 million. 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 market, 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, 2016 and December 31, 2015 were $326,459 and $339,542, respectively. Amortization expense for the three month periods ended March 31, 2016 and 2015 totaled $15,131 and $14,459, respectively. Deferred Financing and Offering 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 on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in 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. Amortization of deferred offering costs occurs when the equity offering is complete, whereby the costs are offset against the equity funds raised in the future and included in additional paid in capital on the consolidated balance sheets, or if the offering expires and the offering costs exceed the funds raised in the offering then the excess will be included in corporate general and administrative expenses in the consolidated statements of operations. Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the balance sheet 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 primarily are using an interest rate cap which acts as a cash flow hedge. We value our interest-rate cap 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 also have used derivative instruments in the Company’s stock to obtain more favorable terms on our financing. 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 investment in hotel property, net, interest rate cap, mortgage loans and unsecured notes measured at fair value and the basis for that measurement: Level 1 Level 2 Level 3 December 31, 2015 Investment in hotel property, net (1) $ — $ — $ 5,700,000 Interest Rate Cap (4) $ — $ 70,981 $ — Mortgage loans (2) $ — $ (272,933,327 ) $ — Unsecured notes (3) $ (54,238,600 ) $ — $ — March 31, 2016 Investment in hotel property, net (1) $ — $ — $ — Interest Rate Cap (4) $ — $ 20,424 $ — Mortgage loans (2) $ — $ (271,175,967 ) $ — Unsecured notes (3) $ (54,212,840 ) $ — $ — (1) A non-recurring fair value measurement was conducted in 2015 for our investment in hotel property, which resulted in impairment charges for the year ended December 31, 2015, which represent the amount by which the carrying value of the asset group exceeded its fair value. (2) Mortgage loans are reflected at outstanding principal balance net of deferred financing costs on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (3) Unsecured notes are recorded at outstanding principal balance on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (4) Interest rate cap for our loan on DoubleTree by Hilton Jacksonville Riverfront, which caps the 1-month LIBOR rate at 2.5%. Noncontrolling Interest in Operating Partnership – Certain hotel properties have been 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 – Revenues from operations of the hotels are recognized when the services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and rentals from restaurant tenants, rooftop leases and gift shop operators. Revenues are reported net of occupancy and other taxes collected from customers and remitted to governmental authorities. 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 statement of operations pursuant to the terms of each lease. Lease revenue was approximately $0.5 million and $0.5 million, for the three months ended March 31, 2016 and 2015, respectively. A schedule of minimum future lease payments receivable for the remaining lease periods is as follows: Remaining nine months ending December 31, 2016 $ 1,059,658 December 31, 2017 935,715 December 31, 2018 428,617 December 31, 2019 317,339 December 31, 2020 278,450 December 31, 2021 and thereafter 1,227,684 Total $ 4,247,463 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. As of March 31, 2016 and December 31, 2015, 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, 2016, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2010 through 2015. In addition, as of March 31, 2016, the tax years that remain subject to examination by the major tax jurisdictions to which MHI TRS is subject generally include 2004 through 2015. 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 2004 Long Term Incentive Plan (the “2004 Plan”) and its 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permit the grant of stock options, restricted stock and performance share compensation awards to its employees for up to 350,000 and 750,000 shares of common stock, respectively. The Company believes that such awards better align the interests of its employees with those of its stockholders. Under the 2004 Plan, the Company has made restricted stock and deferred stock awards totaling 337,438 shares including 255,938 shares issued to certain executives and employees and 81,500 restricted shares issued to its independent directors. Of the 255,938 shares issued to certain of our executives and employees, all have vested except 12,000 shares issued to the Chief Financial Officer upon execution of his employment contract which will vest pro rata on each of the next three anniversaries of the effective date of his employment agreement. All of the 81,500 restricted shares issued to the Company’s independent directors have vested. The 2004 plan was terminated in 2013. Under the 2013 Plan, the Company has made stock awards totaling 109,100 shares, including 72,350 non-restricted shares to certain executives and employees and 35,500 restricted shares issued to its independent directors. All awards have vested except for 12,000 shares issued to the Company’s independent directors in January 2016, which will vest on December 31, 2016. Previously, under the 2004 Plan, and currently, 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, 2016, no performance-based stock awards have been granted. Consequently, stock-based compensation as determined under the fair-value method would be the same under the intrinsic-value method. Total compensation cost recognized under the 2013 Plan for the three months ended March 31, 2016 and 2015 was $196,742 and $271,036, respectively. The 2004 Plan was terminated in April 2013. Advertising – Advertising costs were $74,063 and $52,856 for the three months ended March 31, 2016 and 2015, respectively. Advertising costs are expensed as incurred. 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 accounting principles generally accepted in the United States of America 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. Reclassifications – Certain reclassifications in the amount of $4.1 million, from deferred financing costs, net in total assets on the balance sheet, have been netted against mortgage loans on the December 31, 2015 balances to conform to the current period presentation. This presentation applies Accounting Standards Update (“ASU”) 2015-03, “ “ Simplifying the Presentation of Debt Issuance Costs.” New Accounting Pronouncements – In April 2015, the FASB issued ASU 2015-03 related to “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU specifies that “issue costs shall be reported in the balance sheet as a direct deduction from the face amount of the note” and that “amortization of debt issue costs shall also be reported as interest expense.” According to the ASU’s Basis for Conclusions, debt issuance costs incurred before the associated funding is received (i.e., the debt liability) should be reported on the balance sheet as deferred charges until that debt liability amount is recorded. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and is applicable for our interim periods within 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). We adopted this ASU and it is being applied during our 2016 reporting. In February 2015, the FASB issued ASU 2015-02 related to ASC Topic 810, Consolidation In May 2014, the FASB issued ASU 2014-09 related to ASC Topic 606, Revenue from Contracts with Customers. Revenue Recognition Revenue Recognition—Construction-Type and Production-Type Contracts Property, Plant, and Equipment Intangibles—Goodwill and Other |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Investment in Hotel Properties | 3. Investment in Hotel Properties, Net Investment in hotel properties as of March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 Land and land improvements $ 59,941,097 $ 59,910,212 Buildings and improvements 336,275,927 333,720,421 Furniture, fixtures and equipment 44,622,512 42,245,334 440,839,536 435,875,967 Less: accumulated depreciation and impairment (84,561,699 ) (80,912,725 ) Investment in Hotel Properties, Net $ 356,277,837 $ 354,963,242 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Mortgage Loans, Net . As of March 31, 2016 and December 31, 2015, we had approximately $266.5 million and approximately $267.9 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 2016 2015 Penalties Date Provisions Rate Crowne Plaza Hampton Marina $ 3,263,585 $ 3,512,586 None 6/30/2016 $ 83,000 (1) 5.00% (2) Crowne Plaza Hollywood Beach Resort 59,647,289 59,795,743 n/a (3) 10/1/2025 30 years 4.913% Crowne Plaza Tampa Westshore 12,937,454 13,016,045 None 6/18/2017 25 years 5.60% DoubleTree by Hilton Jacksonville Riverfront 19,692,994 19,774,577 Yes (4) 7/7/2019 (5) 25 years LIBOR plus 3.50 % DoubleTree by Hilton Laurel 9,467,956 9,500,000 Yes (6) 8/5/2021 25 years 5.25% (7) DoubleTree by Hilton Philadelphia Airport 32,120,179 32,376,795 None 4/1/2019 25 years LIBOR plus 3.00 % (8) DoubleTree by Hilton Raleigh Brownstone –University 14,985,459 15,029,121 n/a (9) 8/1/2018 30 years 4.78% Georgian Terrace 46,450,174 46,579,011 n/a (10) 6/1/2025 30 years 4.42% Hilton Savannah DeSoto 20,431,819 20,522,836 Yes (11) 9/1/2017 25 years 6.06% Hilton Wilmington Riverside 19,679,345 19,825,772 Yes (11) 4/1/2017 25 years 6.21% Sheraton Louisville Riverside 11,283,324 11,345,866 n/a (9) 1/6/2017 25 years 6.24% The Whitehall 20,331,342 20,459,256 None 11/13/2017 (12) 25 years 4.50% Total Mortgage Principal Balance $ 270,290,920 $ 271,737,608 Deferred financing costs, net (4,051,603 ) (4,086,114 ) Unamortized premium on loan 233,857 240,336 Total Mortgage Loans, Net $ 266,473,174 $ 267,891,830 (1) The Operating Partnership is required to make monthly principal payments of $83,000. (2) The note rate was changed to a fixed rate of 5.00%, effective June 27, 2014. (3) With limited exception, the note may not be prepaid until June 2025. (4) The note is subject to a pre-payment penalty until July 2017. Prepayment can be made without penalty thereafter. (5) The note provides that the mortgage can be extended until July 2020 if certain conditions have been satisfied. (6) The note is subject to a pre-payment penalty except for any pre-payments made either between April 2017 and August 2017, or from April 2021 through maturity of the note. (7) The note provides that after five years, the rate of interest will adjust to a rate of 3.00% per annum plus the then-current five-year U.S. Treasury rate of interest, with a floor of 5.25%. (8) The note bears a minimum interest rate of 3.50%. (9) With limited exception, the note may not be prepaid until two months before maturity. (10) With limited exception, the note may not be prepaid until February 2025. (11) The notes may not be prepaid during the first six years of the terms. Prepayment can be made with penalty thereafter until 90 days before maturity. (12) The note was extended in March 2016 and provides that the mortgage can be extended until November 2018 if certain conditions have been satisfied. We were in compliance with all debt covenants, current on all loan payments and not otherwise in default under any of our mortgage loans, as of March 31, 2016. Total future mortgage debt maturities, without respect to any extension of loan maturity, as of March 31, 2016 were as follows: For the remaining nine months ended December 31, 2016 $ 7,690,171 December 31, 2017 86,680,710 December 31, 2018 18,078,266 December 31, 2019 31,732,731 December 31, 2020 19,841,299 December 31, 2021 and thereafter 106,267,743 Total future maturities $ 270,290,920 7.0% Unsecured Notes. On November 21, 2014, the Operating Partnership issued 7.0% senior unsecured notes in the aggregate amount of $25.3 million (the “7% Notes”). The indenture requires quarterly payments of interest and matures on November 15, 2019. The 7% Notes are callable after November 15, 2017 at 101% of face value. 8.0% Unsecured Notes. On September 30, 2013, the Operating Partnership issued 8.0% senior unsecured notes in the aggregate amount of $27.6 million (the “8% Notes”). The indenture requires quarterly payments of interest and matures on September 30, 2018. The 8% Notes are callable after September 30, 2016 at 101% of face value. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Ground, Building and Submerged Land Leases – We lease 2,086 square feet of commercial space next to the Hilton Savannah 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 operating lease, which expired October 31, 2006 and has been renewed for the second of three optional five-year renewal periods expiring October 31, 2011, October 31, 2016 and October 31, 2021, respectively. Rent expense for this operating lease for the three months ended March 31, 2016 and 2015 each totaled $18,245 and $15,866, respectively. We lease, as landlord, the entire fourteenth floor of the Savannah 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 a parking lot adjacent to the DoubleTree by Hilton Brownstone-University in Raleigh, North Carolina. The land is leased under a second amendment, dated April 28, 1998, to a ground lease originally dated May 25, 1966. The original lease is a 50-year operating lease, which expires August 31, 2016. We exercised a renewal option for the first of three additional ten-year periods expiring August 31, 2026, August 31, 2036, and August 31, 2046, respectively. We hold an exclusive and irrevocable option to purchase the leased land at fair market value at August 1, 2018, or at the end of any 10-year renewal period, subject to the payment of an annual fee of $9,000, and other conditions. Rent expense for the three months ended March 31, 2016 and 2015, each totaled $23,871. We lease land adjacent to the Crowne Plaza Tampa Westshore for use as parking under a five-year agreement with the Florida Department of Transportation that commenced in July 2009. In May 2014, we extended the agreement for an additional five years. The agreement expires in July 2019. The agreement 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, 2016 and 2015, each totaled $651. We lease certain submerged land in the Saint Johns River in front of the Crowne Plaza Jacksonville Riverfront from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. The submerged land was leased under a five-year operating lease requiring annual payments of $4,961, which expired September 18, 2012. A new operating lease was executed requiring annual payments of $6,020 and expires September 18, 2017. Rent expense for the three months ended March 31, 2016 and 2015, each totaled $1,505. We lease 5,216 square feet of commercial office space in Williamsburg, Virginia under an agreement, as amended, that commenced September 1, 2009 and expires August 31, 2018. Rent expense for the three months ended March 31, 2016 and 2015 totaled $23,871 and $20,920. We also lease certain furniture and equipment under financing arrangements expiring between April 2016 and March 2019. A schedule of minimum future lease payments for the following twelve-month periods is as follows: For the remaining nine months ended December 31, 2016 $ 215,295 December 31, 2017 228,793 December 31, 2018 176,740 December 31, 2019 100,480 December 31, 2020 95,482 December 31, 2021 and thereafter 541,065 Total $ 1,357,855 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 – At March 31, 2016, each of our wholly-owned operating hotels was operated under a management agreement with Chesapeake Hospitality. Effective January 1, 2015, each of our wholly-owned hotels operated under a new master agreement as well as an individual hotel management agreement (see Note 7). 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, 2016, 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 2.5% and 5.0% of room revenues, plus additional fees for marketing, central reservation systems, and other franchisor programs and services that amount to between 2.5% and 6.0% of room revenues from the hotels. The franchise agreements expire between July 2017 and September 2025. 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 Hilton Wilmington Riverside, the Hilton Savannah DeSoto, the DoubleTree by Hilton Brownstone-University, the Sheraton Louisville Riverside and the Georgian Terrace an amount equal to 1/12 Litigation –To our knowledge, we are not involved in any material litigation threatened against us. 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. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | 6. Equity Preferred Stock – The Company has authorized 1,000,000 shares of preferred stock, of which 27,650 shares were issued as Series A Cumulative Redeemable Preferred Stock, and subsequently redeemed in 2013. None of the remaining authorized shares have been issued. Common Stock – The Company is authorized to issue up to 49,000,000 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, 2015, of the Company’s common stock: On February 2, 2016, the Company was issued 36,250 units in the Operating Partnership and awarded an aggregate of 22,000 shares of unrestricted stock to certain executives and employees as well as 12,000 shares of restricted stock and 2,250 shares of unrestricted stock to certain of its independent directors. On February 1, 2016, two holders of units in the Operating Partnership redeemed 422,687 units for an equivalent number of shares of the Company’s common stock. On September 16, 2015, one holder of units in the Operating Partnership redeemed a total of 200,000 units for an equivalent number of shares of the Company’s common stock. On July 17, 2015, the Company sold 435,000 shares of common stock for net proceeds of approximately $2.8 million, which it contributed to the Operating Partnership for an equivalent number of units. On July 1, 2015, the Company sold 3,000,000 shares of common stock, for net proceeds of approximately $19.8 million, which it contributed to the Operating Partnership for an equivalent number of units. During June 2015, the Company sold 98,682 shares of common stock for net proceeds of approximately $0.7 million, which it contributed to the Operating Partnership for an equivalent number of units. On May 1, 2015, one holder of units in the Operating Partnership redeemed a total of 50,000 units for an equivalent number of shares of the Company’s common stock. On April 1, 2015, one holder of units in the Operating Partnership redeemed 100,000 units for an equivalent number of shares of the Company’s common stock. On January 29, 2015, the Company was issued 36,100 units in the Operating Partnership and awarded an aggregate of 26,350 shares of unrestricted stock to certain executives and employees as well as 9,750 shares of restricted stock to certain of its independent directors. As of March 31, 2016 and December 31, 2015, the Company had 14,949,651 and 14,490,714 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. There were no issuances or redemptions, since January 1, 2015, 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, 2016 and December 31, 2015, the total number of Operating Partnership units outstanding was 16,727,791 and 16,691,541, respectively. As of March 31, 2016 and December 31, 2015, the total number of outstanding Operating Partnership units not owned by the Company was 1,778,140 and 2,200,827, respectively, with a fair market value of approximately $9.1 million and $15.0 million, based on the price per share of the common stock on such respective dates. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Chesapeake Hospitality . As of March 31, 2016, the members of Chesapeake Hospitality (a company that is majority-owned and controlled by the Company’s chief executive officer, its former chief financial officer, a member of its Board of Directors and a former member of its Board of Directors) owned 1,760,001 shares, approximately 11.8%, of the Company’s outstanding common stock as well as 870,271 Operating Partnership units. The indirect equity owners of Chesapeake Hospitality include the Company’s chief executive officer, Andrew M. Sims, and a member of the Company’s board of directors, Kim E. Sims. The following is a summary of the transactions between Chesapeake Hospitality and us: Accounts Receivable – At March 31, 2016 and December 31, 2015, we were due $55,919 and $0, respectively, from Chesapeake Hospitality. Management Agreements – Each of the hotels that we wholly-owned at March 31, 2016 were operated by Chesapeake Hospitality under various management agreements that were to expire between December 2014 and March 2019. Under those now terminated agreements, Chesapeake Hospitality received a base management fee of 2.0% of gross revenues for the first full fiscal year and partial fiscal year from the commencement date through December 31 of that year, 2.5% of gross revenues the second full fiscal year, and 3.0% of gross revenues for every year thereafter. The agreements also provided for an incentive management fee due annually in arrears within 90 days of the end of the fiscal year equal to 10.0% of the amount by which the gross operating profit of the hotels, on an aggregate basis for eight hotels and on an individual basis for two other hotels, for a given year exceeds the gross operating profit for the same hotel(s), for the prior year. The incentive management fee may not exceed 0.25% of gross revenues of all of the hotel(s) included in the incentive fee calculation. The management agreement for The Whitehall did not provide for any incentive management fee. Additionally, the management agreement for the Georgian Terrace provided for an administrative fee of $30,000 per year for as long as the adjacent parking garage is managed by a third party. On December 15, 2014, we entered into a new master agreement and a series of individual hotel management agreements that became effective on January 1, 2015. The master agreement has a five-year term, but may be extended for such additional periods as long as an individual management agreement remains in effect. The base management fee for The Whitehall and the Georgian Terrace will remain at 2.00% through 2015, increases to 2.25% in 2016 and increases to 2.50% thereafter. The base management fees for the remaining properties in the current portfolio will be 2.65% through 2017 and decreases to 2.50% thereafter. For new individual hotel management agreements, Chesapeake Hospitality 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. On July 31, 2015, we entered into a new management agreement for the management of the Crowne Plaza Hollywood Beach Resort, with a base management fee of 2.00% for the first full year from the commencement date through the anniversary date, 2.25% for the second full year, and 2.50% for every year thereafter. Base management and administrative fees earned by Chesapeake Hospitality for our wholly owned properties totaled $932,386 and $753,898 for the three months ended March 31, 2016 and 2015, respectively. In addition, estimated incentive management fees of $13,698 and $35,349 were accrued for the three months ended March 31, 2016 and 2015, respectively. Employee Medical Benefits – We purchase employee medical benefits through Maryland Hospitality, Inc. (d/b/a MHI Health), an affiliate of Chesapeake Hospitality for our employees as well as those employees that are employed by Chesapeake Hospitality that work exclusively for our hotel properties. Gross premiums for employee medical benefits paid by the Company (before offset of employee co-payments) were approximately $1,326,154 and $1,118,556 for the three months ended March 31, 2016 and 2015, respectively. Crowne Plaza Hollywood Beach Resort JV . Since July 31, 2015, we own 100% of the Crowne Plaza Hollywood Beach Resort, which is no longer considered a related party and has a new management agreement as of July 31, 2015. However, through July 30, 2015 we owned a 25.0% indirect interest in (i) the entity that owns the Crowne Plaza Hollywood Beach Resort and (ii) the entity that leases the hotel and has engaged Chesapeake Hospitality to operate the hotel under a management contract. The following is a summary of the transactions between Crowne Plaza Hollywood Beach Resort and us: Management Agreement – Crowne Plaza Hollywood Beach Resort was operated by Chesapeake Hospitality under a management agreement that was set to expire August 2017. Under this agreement Chesapeake Hospitality received a base management fee of 3.0% of gross revenues. Base management fees earned by Chesapeake Hospitality totaled $211,259 for the three months ended March 31, 2015. Asset Management Fee – Also, under an asset management agreement that terminated on July 31, 2015, MHI Hospitality TRS II, LLC, an indirect subsidiary of the Company, received a fee of 1.50% of total revenue which was due on a quarterly basis for services rendered. Asset management fees totaled $105,629 for the three months ended March 31, 2015. Sotherly Foundation – During 2015, the Company loaned $180,000 to the Sotherly Foundation, a non-profit organization to benefit wounded warriors. As of March 31, 2016 and December 31, 2015, the balance of the loan was $130,000 and $160,000, respectively. Others. On June 24, 2013 we hired Ashley S. Kirkland, the daughter of our Chief Executive Officer as a legal analyst and Robert E. Kirkland IV, her husband, as our compliance officer. On October 2, 2014, we hired Andrew M. Sims Jr., the son of our Chief Executive Officer, as a brand manager. Compensation for the three months ended March 31, 2016 and 2015 totaled approximately $85,521 and $62,972, respectively, for the three individuals. During the three month period ending March 31, 2016 and 2015, the Company reimbursed $28,802 and $0, respectively, to a partnership controlled by the Chief Executive Officer for business-related air travel pursuant to the Company’s travel reimbursement policy. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 8. Retirement Plan We maintain a 401(k) plan for qualified employees which is subject to “safe harbor” provisions and which requires that we match 100.0% of the first 3.0% of employee contributions and 50.0% of the next 2.0% of employee contributions. All employer matching funds vest immediately in accordance with the “safe harbor” provision. Contributions to the plan totaled $29,231 and $12,787 for the three months ended March 31, 2016 and 2015, respectively. |
Unconsolidated Joint Venture
Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2016 | |
Unconsolidated Joint Venture [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Unconsolidated Joint Venture | 9. Unconsolidated Joint Venture As of March 31, 2016 and December 31, 2015, we own 100% of the Crowne Plaza Hollywood Beach Resort and it is consolidated within the financial statements presented. However through July 30, 2015 we owned only a 25.0% indirect interest in (i) the entity that owns the Crowne Plaza Hollywood Beach Resort and (ii) the entity that leases the hotel and has engaged Chesapeake Hospitality to operate the hotel under a management contract. Carlyle owned a 75.0% indirect controlling interest in these entities through July 30, 2015. The joint venture purchased the property on August 8, 2007 and began operations on September 18, 2007. Summarized financial information for this investment through March 31, 2015, which is accounted for under the equity method, is as follows: Three Months Ended March 31, 2015 (unaudited) Revenue Rooms department $ 5,744,329 Food and beverage department 871,287 Other operating departments 426,343 Total revenue 7,041,959 Expenses Hotel operating expenses Rooms department 952,598 Food and beverage department 637,728 Other operating departments 166,908 Indirect 2,169,747 Total hotel operating expenses 3,926,981 Depreciation and amortization 444,576 General and administrative 127,145 Total operating expenses 4,498,702 Operating income 2,543,257 Interest expense (645,860 ) Net income $ 1,897,397 . |
Indirect Hotel Operating Expens
Indirect Hotel Operating Expenses | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 March 31, 2015 (unaudited) (unaudited) General and administrative $ 3,142,543 $ 2,574,104 Sales and marketing 3,511,030 2,645,062 Repairs and maintenance 1,854,619 1,606,670 Utilities 1,528,962 1,422,778 Franchise fees 1,087,921 884,764 Management fees, including incentive 946,083 789,246 Property taxes 1,293,355 952,642 Insurance 694,202 543,386 Other 76,880 49,691 Total indirect hotel operating expenses $ 14,135,595 $ 11,468,343 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the income tax benefit for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Current: Federal $ — $ — State 51,390 57,679 51,390 57,679 Deferred: Federal (395,225 ) (425,159 ) State (92,244 ) (71,295 ) (487,469 ) (496,454 ) $ (436,079 ) $ (438,775 ) A reconciliation of the statutory federal income tax benefit to the Company’s income tax benefit is as follows: Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Statutory federal income tax expense $ 37,330 $ 93,528 Effect of non-taxable REIT income (514,263 ) (518,687 ) State income tax benefit 40,854 (13,616 ) $ (436,079 ) $ (438,775 ) As of March 31, 2016 and December 31, 2015, we had a net deferred tax asset of approximately $5.9 million and $5.4 million, respectively, of which, approximately $5.1 million and $4.5 million, respectively, are due to accumulated net operating losses. These loss carryforwards will begin to expire in 2028 if not utilized by such time. As of both March 31, 2016 and December 31, 2015, approximately $0.2 million of the net deferred tax asset is attributable to our share of start-up expenses related to the Crowne Plaza Hollywood Beach Resort, start-up expenses related to the opening of the Sheraton Louisville Riverside and the Crowne Plaza Tampa Westshore that were not deductible in the year incurred, but are being amortized over 15 years. The remainder of the net deferred tax asset is attributable to year-to-year timing differences including accrued, but not deductible, employee performance awards, vacation and sick pay, bad debt allowance and depreciation. We believe that it is more likely than not that the deferred tax asset will be realized and that no valuation allowance is required. |
Income Per Share and Per Unit
Income Per Share and Per Unit | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Share and Per Unit | 12. Income Per Share and Per Unit Income 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 partners 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 income would also be added back to net income. The computation of basic and diluted earnings per share is presented below. Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Numerator Net income attributable to the Company for basic computation $ 483,095 $ 575,336 Denominator Weighted average number of common shares outstanding for basic computation 14,792,911 10,595,801 Basic and diluted net income per share $ 0.03 $ 0.05 Income Per Unit – The computation of basic and diluted earnings per unit is presented below. Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Numerator Net income $ 545,874 $ 713,859 Denominator Weighted average number of units outstanding 16,715,044 13,146,628 Basic and diluted net income per unit $ 0.03 $ 0.05 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 11, 2016, we paid a quarterly dividend (distribution) of $0.085 per common share (and unit) to those stockholders (and unitholders of the Operating Partnership) of record on March 15, 2016. On April 27, 2016, we authorized payment of a quarterly dividend (distribution) of $0.09 per common share (and unit) to the stockholders (and unitholders of the Operating Partnership) of record as of June 15, 2016. The dividend (distribution) is to be paid on July 11, 2016. On April 29, 2016, we entered into a purchase and sale agreement to sell the Crowne Plaza Hampton Marina hotel to Three Capital Hotels, Inc. for a price of $5.8 million. The closing of the sale is subject to various customary closing conditions, including the satisfactory completion of a diligence review of the hotel, the accuracy of representations and warranties through closing, and conditions related to the operation and maintenance of the hotel. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. |
Investment in Hotel Properties | Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at acquisition cost 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. Expenditu res 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. We review our investments in hotel properties for impairment 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 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 exceed 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. At December 31, 2015, our review of possible impairment at one of our hotel properties revealed an excess of current carrying cost over the estimated undiscounted future cash flows, which was triggered by a combination of a change in anticipated use and future branding of the property and a re-evaluation of future revenues based on anticipated market conditions, market penetration and costs necessary to achieve such market penetration, resulting in an impairment of approximately $0.5 million. |
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 market, 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, 2016 and December 31, 2015 were $326,459 and $339,542, respectively. Amortization expense for the three month periods ended March 31, 2016 and 2015 totaled $15,131 and $14,459, respectively. |
Deferred Financing and Offering Costs | Deferred Financing and Offering 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 on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in 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. Amortization of deferred offering costs occurs when the equity offering is complete, whereby the costs are offset against the equity funds raised in the future and included in additional paid in capital on the consolidated balance sheets, or if the offering expires and the offering costs exceed the funds raised in the offering then the excess will be included in corporate general and administrative expenses in the consolidated statements of operations. |
Derivative Instruments | Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the balance sheet 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 primarily are using an interest rate cap which acts as a cash flow hedge. We value our interest-rate cap 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 also have used derivative instruments in the Company’s stock to obtain more favorable terms on our financing. 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 investment in hotel property, net, interest rate cap, mortgage loans and unsecured notes measured at fair value and the basis for that measurement: Level 1 Level 2 Level 3 December 31, 2015 Investment in hotel property, net (1) $ — $ — $ 5,700,000 Interest Rate Cap (4) $ — $ 70,981 $ — Mortgage loans (2) $ — $ (272,933,327 ) $ — Unsecured notes (3) $ (54,238,600 ) $ — $ — March 31, 2016 Investment in hotel property, net (1) $ — $ — $ — Interest Rate Cap (4) $ — $ 20,424 $ — Mortgage loans (2) $ — $ (271,175,967 ) $ — Unsecured notes (3) $ (54,212,840 ) $ — $ — (1) A non-recurring fair value measurement was conducted in 2015 for our investment in hotel property, which resulted in impairment charges for the year ended December 31, 2015, which represent the amount by which the carrying value of the asset group exceeded its fair value. (2) Mortgage loans are reflected at outstanding principal balance net of deferred financing costs on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (3) Unsecured notes are recorded at outstanding principal balance on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (4) Interest rate cap for our loan on DoubleTree by Hilton Jacksonville Riverfront, which caps the 1-month LIBOR rate at 2.5%. |
Noncontrolling Interest in Operating Partnership | Noncontrolling Interest in Operating Partnership – Certain hotel properties have been 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 – Revenues from operations of the hotels are recognized when the services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and rentals from restaurant tenants, rooftop leases and gift shop operators. Revenues are reported net of occupancy and other taxes collected from customers and remitted to governmental authorities. |
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 statement of operations pursuant to the terms of each lease. Lease revenue was approximately $ 0.5 million and $0.5 million, for the three months ended March 31, 2016 and 2015, respectively. A schedule of minimum future lease payments receivable for the remaining lease periods is as follows: Remaining nine months ending December 31, 2016 $ 1,059,658 December 31, 2017 935,715 December 31, 2018 428,617 December 31, 2019 317,339 December 31, 2020 278,450 December 31, 2021 and thereafter 1,227,684 Total $ 4,247,463 |
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. As of March 31, 2016 and December 31, 2015, 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, 2016, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2010 through 2015. In addition, as of March 31, 2016, the tax years that remain subject to examination by the major tax jurisdictions to which MHI TRS is subject generally include 2004 through 2015. 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 2004 Long Term Incentive Plan (the “2004 Plan”) and its 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permit the grant of stock options, restricted stock and performance share compensation awards to its employees for up to 350,000 and 750,000 shares of common stock, respectively. The Company believes that such awards better align the interests of its employees with those of its stockholders. Under the 2004 Plan, the Company has made restricted stock and deferred stock awards totaling 337,438 shares including 255,938 shares issued to certain executives and employees and 81,500 restricted shares issued to its independent directors. Of the 255,938 shares issued to certain of our executives and employees, all have vested except 12,000 shares issued to the Chief Financial Officer upon execution of his employment contract which will vest pro rata on each of the next three anniversaries of the effective date of his employment agreement. All of the 81,500 restricted shares issued to the Company’s independent directors have vested. The 2004 plan was terminated in 2013. Under the 2013 Plan, the Company has made stock awards totaling 109,100 shares, including 72,350 non-restricted shares to certain executives and employees and 35,500 restricted shares issued to its independent directors. All awards have vested except for 12,000 shares issued to the Company’s independent directors in January 2016, which will vest on December 31, 2016. Previously, under the 2004 Plan, and currently, 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, 2016, no performance-based stock awards have been granted. Consequently, stock-based compensation as determined under the fair-value method would be the same under the intrinsic-value method. Total compensation cost recognized under the 2013 Plan for the three months ended March 31, 2016 and 2015 was $196,742 and $271,036, respectively. The 2004 Plan was terminated in April 2013. |
Advertising | Advertising – Advertising costs were $ 74,063 and $52,856 for the three months ended March 31, 2016 and 2015, respectively. Advertising costs are expensed as incurred. |
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 accounting principles generally accepted in the United States of America 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. |
Reclassifications | Reclassifications – Certain reclassifications in the amount of $ 4.1 million, from deferred financing costs, net in total assets on the balance sheet, have been netted against mortgage loans on the December 31, 2015 balances to conform to the current period presentation. This presentation applies Accounting Standards Update (“ASU”) 2015-03, “ “ Simplifying the Presentation of Debt Issuance Costs.” |
New Accounting Pronouncements | New Accounting Pronouncements – In A pril 2015, the FASB issued ASU 2015-03 related to “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU specifies that “issue costs shall be reported in the balance sheet as a direct deduction from the face amount of the note” and that “amortization of debt issue costs shall also be reported as interest expense.” According to the ASU’s Basis for Conclusions, debt issuance costs incurred before the associated funding is received (i.e., the debt liability) should be reported on the balance sheet as deferred charges until that debt liability amount is recorded. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and is applicable for our interim periods within 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). We adopted this ASU and it is being applied during our 2016 reporting. In February 2015, the FASB issued ASU 2015-02 related to ASC Topic 810, Consolidation In May 2014, the FASB issued ASU 2014-09 related to ASC Topic 606, Revenue from Contracts with Customers. Revenue Recognition Revenue Recognition—Construction-Type and Production-Type Contracts Property, Plant, and Equipment Intangibles—Goodwill and Other |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Derivative Instruments and Mortgage Debt Measured at Fair Value | The following table represents our investment in hotel property, net, interest rate cap, mortgage loans and unsecured notes measured at fair value and the basis for that measurement: Level 1 Level 2 Level 3 December 31, 2015 Investment in hotel property, net (1) $ — $ — $ 5,700,000 Interest Rate Cap (4) $ — $ 70,981 $ — Mortgage loans (2) $ — $ (272,933,327 ) $ — Unsecured notes (3) $ (54,238,600 ) $ — $ — March 31, 2016 Investment in hotel property, net (1) $ — $ — $ — Interest Rate Cap (4) $ — $ 20,424 $ — Mortgage loans (2) $ — $ (271,175,967 ) $ — Unsecured notes (3) $ (54,212,840 ) $ — $ — (1) A non-recurring fair value measurement was conducted in 2015 for our investment in hotel property, which resulted in impairment charges for the year ended December 31, 2015, which represent the amount by which the carrying value of the asset group exceeded its fair value. (2) Mortgage loans are reflected at outstanding principal balance net of deferred financing costs on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (3) Unsecured notes are recorded at outstanding principal balance on our Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015. (4) Interest rate cap for our loan on DoubleTree by Hilton Jacksonville Riverfront, which caps the 1-month LIBOR rate at 2.5%. |
Schedule of Minimum Future Lease Payments Receivable | A schedule of minimum future lease payments receivable for the remaining lease periods is as follows: Remaining nine months ending December 31, 2016 $ 1,059,658 December 31, 2017 935,715 December 31, 2018 428,617 December 31, 2019 317,339 December 31, 2020 278,450 December 31, 2021 and thereafter 1,227,684 Total $ 4,247,463 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Schedule of Hotel Properties | Investment in hotel properties as of March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 Land and land improvements $ 59,941,097 $ 59,910,212 Buildings and improvements 336,275,927 333,720,421 Furniture, fixtures and equipment 44,622,512 42,245,334 440,839,536 435,875,967 Less: accumulated depreciation and impairment (84,561,699 ) (80,912,725 ) Investment in Hotel Properties, Net $ 356,277,837 $ 354,963,242 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 2016 2015 Penalties Date Provisions Rate Crowne Plaza Hampton Marina $ 3,263,585 $ 3,512,586 None 6/30/2016 $ 83,000 (1) 5.00% (2) Crowne Plaza Hollywood Beach Resort 59,647,289 59,795,743 n/a (3) 10/1/2025 30 years 4.913% Crowne Plaza Tampa Westshore 12,937,454 13,016,045 None 6/18/2017 25 years 5.60% DoubleTree by Hilton Jacksonville Riverfront 19,692,994 19,774,577 Yes (4) 7/7/2019 (5) 25 years LIBOR plus 3.50 % DoubleTree by Hilton Laurel 9,467,956 9,500,000 Yes (6) 8/5/2021 25 years 5.25% (7) DoubleTree by Hilton Philadelphia Airport 32,120,179 32,376,795 None 4/1/2019 25 years LIBOR plus 3.00 % (8) DoubleTree by Hilton Raleigh Brownstone –University 14,985,459 15,029,121 n/a (9) 8/1/2018 30 years 4.78% Georgian Terrace 46,450,174 46,579,011 n/a (10) 6/1/2025 30 years 4.42% Hilton Savannah DeSoto 20,431,819 20,522,836 Yes (11) 9/1/2017 25 years 6.06% Hilton Wilmington Riverside 19,679,345 19,825,772 Yes (11) 4/1/2017 25 years 6.21% Sheraton Louisville Riverside 11,283,324 11,345,866 n/a (9) 1/6/2017 25 years 6.24% The Whitehall 20,331,342 20,459,256 None 11/13/2017 (12) 25 years 4.50% Total Mortgage Principal Balance $ 270,290,920 $ 271,737,608 Deferred financing costs, net (4,051,603 ) (4,086,114 ) Unamortized premium on loan 233,857 240,336 Total Mortgage Loans, Net $ 266,473,174 $ 267,891,830 (1) The Operating Partnership is required to make monthly principal payments of $83,000. (2) The note rate was changed to a fixed rate of 5.00%, effective June 27, 2014. (3) With limited exception, the note may not be prepaid until June 2025. (4) The note is subject to a pre-payment penalty until July 2017. Prepayment can be made without penalty thereafter. (5) The note provides that the mortgage can be extended until July 2020 if certain conditions have been satisfied. (6) The note is subject to a pre-payment penalty except for any pre-payments made either between April 2017 and August 2017, or from April 2021 through maturity of the note. (7) The note provides that after five years, the rate of interest will adjust to a rate of 3.00% per annum plus the then-current five-year U.S. Treasury rate of interest, with a floor of 5.25%. (8) The note bears a minimum interest rate of 3.50%. (9) With limited exception, the note may not be prepaid until two months before maturity. (10) With limited exception, the note may not be prepaid until February 2025. (11) The notes may not be prepaid during the first six years of the terms. Prepayment can be made with penalty thereafter until 90 days before maturity. (12) The note was extended in March 2016 and provides that the mortgage can be extended until November 2018 if certain conditions have been satisfied. |
Schedule of Future Mortgage Debt Maturities | Total future mortgage debt maturities, without respect to any extension of loan maturity, as of March 31, 2016 were as follows: For the remaining nine months ended December 31, 2016 $ 7,690,171 December 31, 2017 86,680,710 December 31, 2018 18,078,266 December 31, 2019 31,732,731 December 31, 2020 19,841,299 December 31, 2021 and thereafter 106,267,743 Total future maturities $ 270,290,920 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Lease Payments | A schedule of minimum future lease payments for the following twelve-month periods is as follows: For the remaining nine months ended December 31, 2016 $ 215,295 December 31, 2017 228,793 December 31, 2018 176,740 December 31, 2019 100,480 December 31, 2020 95,482 December 31, 2021 and thereafter 541,065 Total $ 1,357,855 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summarized Financial Information of Investment | Summarized financial information for this investment through March 31, 2015, which is accounted for under the equity method, is as follows: Three Months Ended March 31, 2015 (unaudited) Revenue Rooms department $ 5,744,329 Food and beverage department 871,287 Other operating departments 426,343 Total revenue 7,041,959 Expenses Hotel operating expenses Rooms department 952,598 Food and beverage department 637,728 Other operating departments 166,908 Indirect 2,169,747 Total hotel operating expenses 3,926,981 Depreciation and amortization 444,576 General and administrative 127,145 Total operating expenses 4,498,702 Operating income 2,543,257 Interest expense (645,860 ) Net income $ 1,897,397 |
Indirect Hotel Operating Expe27
Indirect Hotel Operating Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 March 31, 2015 (unaudited) (unaudited) General and administrative $ 3,142,543 $ 2,574,104 Sales and marketing 3,511,030 2,645,062 Repairs and maintenance 1,854,619 1,606,670 Utilities 1,528,962 1,422,778 Franchise fees 1,087,921 884,764 Management fees, including incentive 946,083 789,246 Property taxes 1,293,355 952,642 Insurance 694,202 543,386 Other 76,880 49,691 Total indirect hotel operating expenses $ 14,135,595 $ 11,468,343 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Benefit | The components of the income tax benefit for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Current: Federal $ — $ — State 51,390 57,679 51,390 57,679 Deferred: Federal (395,225 ) (425,159 ) State (92,244 ) (71,295 ) (487,469 ) (496,454 ) $ (436,079 ) $ (438,775 ) |
Reconciliation of Statutory Federal Income Tax Benefit | A reconciliation of the statutory federal income tax benefit to the Company’s income tax benefit is as follows: Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Statutory federal income tax expense $ 37,330 $ 93,528 Effect of non-taxable REIT income (514,263 ) (518,687 ) State income tax benefit 40,854 (13,616 ) $ (436,079 ) $ (438,775 ) |
Income Per Share and Per Unit (
Income Per Share and Per Unit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The computation of basic and diluted earnings per share is presented below. Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Numerator Net income attributable to the Company for basic computation $ 483,095 $ 575,336 Denominator Weighted average number of common shares outstanding for basic computation 14,792,911 10,595,801 Basic and diluted net income per share $ 0.03 $ 0.05 |
Computation of Basic and Diluted Earnings Per Unit | Income Per Unit – The computation of basic and diluted earnings per unit is presented below. Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 (unaudited) (unaudited) Numerator Net income $ 545,874 $ 713,859 Denominator Weighted average number of units outstanding 16,715,044 13,146,628 Basic and diluted net income per unit $ 0.03 $ 0.05 |
Organization and Description 30
Organization and Description of Business - Additional Information (Detail) | Mar. 21, 2016 | Jan. 04, 2016USD ($) | Oct. 20, 2015USD ($) | Sep. 28, 2015USD ($) | Sep. 02, 2015USD ($)a | Jul. 17, 2015USD ($)shares | Jul. 07, 2015USD ($)mortgage | Jul. 02, 2015USD ($) | May. 05, 2015USD ($) | Jun. 30, 2015USD ($)shares | Mar. 31, 2016USD ($)HotelRoomshares | Dec. 31, 2015USD ($)shares | Jul. 31, 2015 | Jul. 30, 2015 | Jul. 01, 2015shares |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Date of incorporation | Aug. 20, 2004 | ||||||||||||||
Investment in number of hotels | Hotel | 12 | ||||||||||||||
Rooms in hotel | Room | 3,011 | ||||||||||||||
Date of commencement of business | Dec. 21, 2004 | ||||||||||||||
Number of hotels acquired before commencement of business | Hotel | 6 | ||||||||||||||
Debt instrument maturity date | Nov. 13, 2017 | Jul. 7, 2019 | |||||||||||||
Common stock, shares issued | shares | 435,000 | 14,949,651 | 14,490,714 | 3,000,000 | |||||||||||
Proceeds from the sale of common stock | $ 2,800,000 | $ 19,800,000 | $ 700,000 | ||||||||||||
Mortgage loans | $ 18,500,000 | $ 270,290,920 | $ 271,737,608 | ||||||||||||
Mortgage loan additional earn-out provision | 1,500,000 | ||||||||||||||
Proceeds from mortgage loans | 2,000,000 | ||||||||||||||
Mortgage loan term period | 4 years | ||||||||||||||
Period subject to certain terms and conditions | 1 year | ||||||||||||||
Floating interest rate period | 30 days | ||||||||||||||
Floating rate of interest rate | 3.50% | ||||||||||||||
Fixed interest rate | 4.00% | ||||||||||||||
Amortization Period | 25 years | ||||||||||||||
Number of parts mortgage loan issued | mortgage | 2 | ||||||||||||||
Business acquisition percentage of voting interests acquired | 75.00% | ||||||||||||||
Proceeds from mortgage loan receivable | $ 2,600,711 | ||||||||||||||
Double Tree by Hilton Jacksonville Riverfront [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Additional proceeds on mortgage loan | $ 2,000,000 | ||||||||||||||
Double Tree by Hilton Laurel [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Additional proceeds on mortgage loan | $ 2,600,000 | ||||||||||||||
First Installment [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Mortgage loans | $ 18,000,000 | ||||||||||||||
Second Installment [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Mortgage loans | $ 500,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Common stock, shares issued | shares | 98,682 | ||||||||||||||
Georgian Terrace [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Development parcel | a | 0.3 | ||||||||||||||
Proceeds from sale of real estate | $ 2,200,000 | ||||||||||||||
Georgian Terrace [Member] | Bank Of America [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Carrying amount | $ 47,000,000 | ||||||||||||||
Interest rate | 4.42% | ||||||||||||||
Amortization schedule | 30 years | ||||||||||||||
Debt instrument maturity date | Jun. 1, 2025 | ||||||||||||||
Operating Partnership [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Percentage of operating partnership owned | 89.40% | ||||||||||||||
Crowne Plaza Hollywood Beach Resort [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Percentage of noncontrolling interest | 25.00% | ||||||||||||||
Percentage of operating partnership owned | 100.00% | ||||||||||||||
Crowne Plaza Hollywood Beach Resort [Member] | Bank Of America [Member] | |||||||||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||||
Interest rate | 4.913% | ||||||||||||||
Amortization schedule | 30 years | ||||||||||||||
Debt instrument maturity date | Oct. 1, 2025 | ||||||||||||||
Mortgage loan term period | 10 years | ||||||||||||||
Proceeds from mortgage loan receivable | $ 60,000,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)Segmentshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment of hotel properties | $ | $ 500,000 | ||
Federal Deposit Insurance Corporation protection limits | $ | $ 250,000 | ||
Un-amortized franchise fees | $ | 326,459 | 339,542 | |
Amortization expense | $ | 15,131 | $ 14,459 | |
Lease revenue | $ | 500,000 | 500,000 | |
Uncertain tax positions | $ | 0 | $ 0 | |
Compensation cost recognized | $ | 196,742 | 271,036 | |
Advertising cost | $ | $ 74,063 | 52,856 | |
Number of reportable segment | Segment | 1 | ||
Deferred financing costs reclassifications | $ | $ 4,100,000 | ||
Executives and Employees [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 72,350 | ||
Director [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued but not vested | 12,000 | ||
2004 Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 337,438 | ||
Termination year of stock based compensation plan | 2,013 | ||
Stock based compensation plan termination date | Apr. 30, 2013 | ||
2004 Plan [Member] | Executives and Employees [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 255,938 | ||
Vesting period of employment contract | 3 years | ||
2004 Plan [Member] | Director [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 81,500 | ||
Stock-based Compensation , Number of Shares, Vested | 81,500 | ||
2004 Plan [Member] | Chief Financial Officer [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued but not vested | 12,000 | ||
2013 Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 109,100 | ||
Performance-based stock awards granted | 0 | ||
Compensation cost recognized | $ | $ 196,742 | $ 271,036 | |
2013 Plan [Member] | Director [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued under plan | 35,500 | ||
Maximum [Member] | 2004 Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted and performance stock awards permitted to grant to employees | 350,000 | ||
Maximum [Member] | 2013 Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted and performance stock awards permitted to grant to employees | 750,000 | ||
Buildings and Improvements [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of the assets | 7 years | ||
Buildings and 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 Accoun32
Summary of Significant Accounting Policies - Derivative Instruments and Mortgage Debt Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Level 1 [Member] | Unsecured Notes [Member] | ||
Derivatives Fair Value [Line Items] | ||
Debt instruments measured at fair value | $ (54,212,840) | $ (54,238,600) |
Level 2 [Member] | Interest Rate Cap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Interest rate cap | 20,424 | 70,981 |
Level 2 [Member] | Mortgage Loans [Member] | ||
Derivatives Fair Value [Line Items] | ||
Debt instruments measured at fair value | $ (271,175,967) | (272,933,327) |
Investment In Hotel Property, Net [Member] | Level 3 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Investment in hotel property, net | $ 5,700,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Derivative Instruments and Mortgage Debt Measured at Fair Value (Parenthetical) (Detail) | Mar. 31, 2016 |
1-Month LIBOR | Double Tree by Hilton Jacksonville Riverfront [Member] | |
Derivatives Fair Value [Line Items] | |
Interest rate cap for loan | 2.50% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Minimum Future Lease Payments Receivable (Detail) | Mar. 31, 2016USD ($) |
Leases [Abstract] | |
Remaining nine months ending December 31, 2016 | $ 1,059,658 |
December 31, 2017 | 935,715 |
December 31, 2018 | 428,617 |
December 31, 2019 | 317,339 |
December 31, 2020 | 278,450 |
December 31, 2021 and thereafter | 1,227,684 |
Total | $ 4,247,463 |
Investment in Hotel Propertie35
Investment in Hotel Properties - Schedule of Hotel Properties (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total Gross | $ 440,839,536 | $ 435,875,967 |
Less: accumulated depreciation and impairment | (84,561,699) | (80,912,725) |
Total Net | 356,277,837 | 354,963,242 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Gross | 59,941,097 | 59,910,212 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Gross | 336,275,927 | 333,720,421 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Gross | $ 44,622,512 | $ 42,245,334 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Mar. 21, 2016 | Jul. 07, 2015 | Nov. 21, 2014 | Sep. 30, 2013 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Mortgage loan outstanding balance | $ 266.5 | $ 267.9 | ||||
Debt instrument maturity date | Nov. 13, 2017 | Jul. 7, 2019 | ||||
7.0% Senior Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate on loan | 7.00% | |||||
Borrowed amount | $ 25.3 | |||||
Debt instrument maturity date | Nov. 15, 2019 | |||||
Debt instrument callable date | Nov. 15, 2017 | |||||
Notes face value | 101.00% | |||||
8.0% Senior Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate on loan | 8.00% | |||||
Borrowed amount | $ 27.6 | |||||
Debt instrument maturity date | Sep. 30, 2018 | |||||
Debt instrument callable date | Sep. 30, 2016 | |||||
Notes face value | 101.00% |
Debt - Schedule of Mortgage Deb
Debt - Schedule of Mortgage Debt Obligations on Hotels (Detail) - USD ($) | Mar. 21, 2016 | Jul. 07, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Maturity Date | Nov. 13, 2017 | Jul. 7, 2019 | ||
Excess Interest rate over LIBOR on mortgage debt | 3.50% | |||
Mortgage loans | $ 18,500,000 | $ 270,290,920 | $ 271,737,608 | |
Deferred financing costs, net | (4,051,603) | (4,086,114) | ||
Unamortized premium on loan | 233,857 | 240,336 | ||
Total Mortgage Loans, Net | $ 266,473,174 | 267,891,830 | ||
Crowne Plaza Hampton Marina [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Jun. 30, 2016 | |||
Amortization Provisions | $ 83,000 | |||
Excess Interest rate over LIBOR on mortgage debt | 5.00% | |||
Prepayment Penalties | None | |||
Mortgage loans | $ 3,263,585 | 3,512,586 | ||
Crowne Plaza Hollywood Beach Resort [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Oct. 1, 2025 | |||
Amortization schedule for level payments of principal and interest | 30 years | |||
Interest rate applicable to the mortgage loan | 4.913% | |||
Prepayment Penalties | n/a | |||
Mortgage loans | $ 59,647,289 | 59,795,743 | ||
Crowne Plaza Tampa Westshore [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Jun. 18, 2017 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 5.60% | |||
Prepayment Penalties | None | |||
Mortgage loans | $ 12,937,454 | 13,016,045 | ||
Double Tree by Hilton Jacksonville Riverfront [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Jul. 7, 2019 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Excess Interest rate over LIBOR on mortgage debt | 3.50% | |||
Prepayment Penalties | Yes | |||
Mortgage loans | $ 19,692,994 | 19,774,577 | ||
Double Tree by Hilton Laurel [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Aug. 5, 2021 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 5.25% | |||
Prepayment Penalties | Yes | |||
Mortgage loans | $ 9,467,956 | 9,500,000 | ||
Double Tree By Hilton Philadelphia Airport [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Apr. 1, 2019 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Excess Interest rate over LIBOR on mortgage debt | 3.00% | |||
Prepayment Penalties | None | |||
Mortgage loans | $ 32,120,179 | 32,376,795 | ||
Doubletree By Hilton Raleigh Brownstone - University [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Aug. 1, 2018 | |||
Amortization schedule for level payments of principal and interest | 30 years | |||
Interest rate applicable to the mortgage loan | 4.78% | |||
Prepayment Penalties | n/a | |||
Mortgage loans | $ 14,985,459 | 15,029,121 | ||
Georgian Terrace [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Jun. 1, 2025 | |||
Amortization schedule for level payments of principal and interest | 30 years | |||
Interest rate applicable to the mortgage loan | 4.42% | |||
Prepayment Penalties | n/a | |||
Mortgage loans | $ 46,450,174 | 46,579,011 | ||
Hilton Savannah DeSoto [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Sep. 1, 2017 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 6.06% | |||
Prepayment Penalties | Yes | |||
Mortgage loans | $ 20,431,819 | 20,522,836 | ||
Hilton Wilmington Riverside [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Apr. 1, 2017 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 6.21% | |||
Prepayment Penalties | Yes | |||
Mortgage loans | $ 19,679,345 | 19,825,772 | ||
Sheraton Louisville Riverside [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Jan. 6, 2017 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 6.24% | |||
Prepayment Penalties | n/a | |||
Mortgage loans | $ 11,283,324 | 11,345,866 | ||
The Whitehall [Member] | Mortgage Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Nov. 13, 2017 | |||
Amortization schedule for level payments of principal and interest | 25 years | |||
Interest rate applicable to the mortgage loan | 4.50% | |||
Prepayment Penalties | None | |||
Mortgage loans | $ 20,331,342 | $ 20,459,256 |
Debt - Schedule of Mortgage D38
Debt - Schedule of Mortgage Debt Obligations on Hotels (Parenthetical) (Detail) - Mortgage Loans [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Jun. 27, 2014 | |
Crowne Plaza Hampton Marina [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument periodic payment | $ 83,000 | |
Interest rate | 5.00% | |
Crowne Plaza Hollywood Beach Resort [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity | Jun. 30, 2025 | |
Double Tree by Hilton Jacksonville Riverfront [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity in which prepayment is allowed with penalty | Jul. 31, 2017 | |
Extended maturity date | Jul. 31, 2020 | |
Double Tree by Hilton Laurel [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity in which prepayment is allowed without penalty | Apr. 30, 2021 | |
Interest rate | 3.00% | |
Treasury floor rate of interest | 5.25% | |
Double Tree by Hilton Laurel [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity in which prepayment is allowed without penalty | Apr. 30, 2017 | |
Double Tree by Hilton Laurel [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity in which prepayment is allowed without penalty | Aug. 30, 2017 | |
Double Tree By Hilton Philadelphia Airport [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.50% | |
Doubletree By Hilton Raleigh Brownstone - University [Member] | ||
Debt Instrument [Line Items] | ||
Number of months for prepayment before maturity | 2 months | |
Sheraton Louisville Riverside [Member] | ||
Debt Instrument [Line Items] | ||
Number of months for prepayment before maturity | 2 months | |
Georgian Terrace [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment date before maturity | Feb. 28, 2025 | |
Hilton Savannah DeSoto [Member] | ||
Debt Instrument [Line Items] | ||
Period in which prepayment not allowed | 6 years | |
Period before maturity in which prepayment is allowed with penalty | 90 days | |
Hilton Wilmington Riverside [Member] | ||
Debt Instrument [Line Items] | ||
Period in which prepayment not allowed | 6 years | |
Period before maturity in which prepayment is allowed with penalty | 90 days | |
The Whitehall [Member] | ||
Debt Instrument [Line Items] | ||
Extended maturity date | Nov. 30, 2018 | |
Note extended date | 2016-03 |
Debt - Schedule of Future Mortg
Debt - Schedule of Future Mortgage Debt Maturities (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 07, 2015 |
Debt Disclosure [Abstract] | |||
For the remaining nine months ended December 31, 2016 | $ 7,690,171 | ||
December 31, 2017 | 86,680,710 | ||
December 31, 2018 | 18,078,266 | ||
December 31, 2019 | 31,732,731 | ||
December 31, 2020 | 19,841,299 | ||
December 31, 2021 and thereafter | 106,267,743 | ||
Total future maturities | $ 270,290,920 | $ 271,737,608 | $ 18,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) | |
Hilton Savannah DeSoto [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly contribution of room revenues | 4.00% | |
Restricted cash reserve | amount equal to 1/12 of the annual real estate taxes due for the properties | |
Hilton Wilmington Riverside [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly contribution of room revenues | 4.00% | |
Restricted cash reserve | amount equal to 1/12 of the annual real estate taxes due for the properties | |
Crowne Plaza Hollywood Beach Resort [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly contribution of room revenues | 4.00% | |
Restricted cash reserve | amount equal to 1/12 of the annual real estate taxes due for the properties | |
Sheraton Louisville Riverside [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly contribution of room revenues | 4.00% | |
Restricted cash reserve | amount equal to 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 1/12 of the annual real estate taxes due for the properties | |
The Whitehall [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly contribution of room revenues | 4.00% | |
Crowne Plaza Hampton Marina [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 1/12 of the annual real estate taxes due for the properties | |
Double Tree 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 | 2.50% | |
Additional fees of room revenues | 2.50% | |
Franchise agreement expiry date | 2017-07 | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Franchise fees of room revenues | 5.00% | |
Additional fees of room revenues | 6.00% | |
Franchise agreement expiry date | 2025-09 | |
Savannah 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 one under renewal option second | Oct. 31, 2011 | |
Expiration date two under renewal option second | Oct. 31, 2016 | |
Expiration date three under renewal option second | Oct. 31, 2021 | |
Rent expense | $ 18,245 | $ 15,866 |
Doubletree By Hilton Raleigh Brownstone - University [Member] | ||
Operating Leased Assets [Line Items] | ||
Duration of operating lease term | 50 years | |
Operating lease, expiring date | Aug. 31, 2016 | |
Duration period under renewal option second | 10 years | |
Expiration date one under renewal option second | Aug. 31, 2026 | |
Expiration date two under renewal option second | Aug. 31, 2036 | |
Expiration date three under renewal option second | Aug. 31, 2046 | |
Rent expense | $ 23,871 | 23,871 |
Option to purchase leased land, date | Aug. 1, 2018 | |
Land leased under second amendment dated | Apr. 28, 1998 | |
Land lease originally dated | May 25, 1966 | |
Purchase of leased land at fair market value subject to annual fee payment | $ 9,000 | |
Crowne Plaza Tampa Westshore [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating lease, expiring date | Jul. 31, 2019 | |
Rent expense | $ 651 | 651 |
Lease agreement | 5 years | |
Commencement date of agreement | Jul. 31, 2009 | |
Annual payment | $ 2,432 | |
Additional renewal of agreement | 5 years | |
Crowne Plaza Jacksonville Riverfront [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating lease, expiring date | Sep. 18, 2012 | |
Rent expense | $ 1,505 | 1,505 |
Lease agreement | 5 years | |
Annual payment | $ 4,961 | |
New operating lease annual payment | $ 6,020 | |
Lease renewable expiration date | Sep. 18, 2017 | |
Commercial Office Space In Williamsburg, Virginia [Member] | ||
Operating Leased Assets [Line Items] | ||
Area of commercial space leased | ft² | 5,216 | |
Rent expense | $ 23,871 | $ 20,920 |
Commencement date of agreement | Sep. 1, 2009 | |
Lease renewable expiration date | Aug. 31, 2018 | |
Furniture, Fixtures and Equipment [Member] | ||
Operating Leased Assets [Line Items] | ||
Financing arrangement expiration date | 2016-04 | |
Financing arrangement expiration date | 2019-03 | |
Six Year Operating Lease Property [Member] | Savannah Hotel Property [Member] | ||
Operating Leased Assets [Line Items] | ||
Duration of operating lease term | 6 years | |
Ninety Nine Year Operating Lease Property [Member] | Savannah 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 Contingencies41
Commitments and Contingencies - Schedule of Minimum Future Lease Payments (Detail) | Mar. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
For the remaining nine months ended December 31, 2016 | $ 215,295 |
December 31, 2017 | 228,793 |
December 31, 2018 | 176,740 |
December 31, 2019 | 100,480 |
December 31, 2020 | 95,482 |
December 31, 2021 and thereafter | 541,065 |
Total | $ 1,357,855 |
Equity - Additional Information
Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | Feb. 02, 2016shares | Jan. 29, 2016shares | Sep. 16, 2015shares | Jul. 17, 2015USD ($)shares | Jul. 02, 2015USD ($) | May. 01, 2015shares | Apr. 01, 2015shares | Jan. 01, 2015shares | Jun. 30, 2015USD ($)shares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jul. 01, 2015shares |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 972,350 | 972,350 | ||||||||||
Common stock, shares authorized | 49,000,000 | 49,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 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 issued | 435,000 | 14,949,651 | 14,490,714 | 3,000,000 | ||||||||
Proceeds from the sale of common stock | $ | $ 2.8 | $ 19.8 | $ 0.7 | |||||||||
Common stock, shares outstanding | 14,949,651 | 14,490,714 | ||||||||||
Common stock exchange ratio | 1 | |||||||||||
Redemption of units in operating partnership | 0 | |||||||||||
Operating Partnership units not owned | 1,778,140 | 2,200,827 | ||||||||||
Sotherly Hotels LP [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Operating Partnership units outstanding | 16,727,791 | 16,691,541 | ||||||||||
Fair market value | $ | $ 9.1 | $ 15 | ||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Restricted shares issued | 12,000 | |||||||||||
Conversion of units in Operating Partnership to shares of common stock, shares | 422,687 | 200,000 | 50,000 | 100,000 | 422,687 | |||||||
Common stock, shares issued | 98,682 | |||||||||||
Common stock, shares issued | 98,682 | |||||||||||
Common Stock [Member] | Sotherly Hotels LP [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of issued unit in Operating Partnership | 36,250 | 36,100 | ||||||||||
Common Stock [Member] | Executive Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Non-restricted shares issued | 22,000 | 26,350 | ||||||||||
Common Stock [Member] | Director [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Non-restricted shares issued | 2,250 | |||||||||||
Restricted shares issued | 12,000 | 9,750 | ||||||||||
Series A Cumulative Redeemable Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 27,650 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($)Hotelshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jul. 31, 2015 | Jul. 30, 2015 | |
Related Party Transaction [Line Items] | |||||
Due from Chesapeake Hospitality | $ 208,726 | $ 226,552 | |||
Crowne Plaza Hollywood Beach Resort [Member] | |||||
Related Party Transaction [Line Items] | |||||
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% | ||||
Percentage of ownership interest | 100.00% | 100.00% | |||
Percentage of operating partnership owned | 25.00% | ||||
Chesapeake Hospitality [Member] | |||||
Related Party Transaction [Line Items] | |||||
Company's outstanding common stock owned by members of Chesapeake Hospitality | 11.80% | ||||
Operating Partnership units owned by members of Chesapeake Hospitality | shares | 870,271 | ||||
Company's common stock shares owned by members of Chesapeake Hospitality | shares | 1,760,001 | ||||
Due from Chesapeake Hospitality | $ 55,919 | $ 0 | |||
Management fee of gross revenues for first full fiscal year | 2.00% | ||||
Management fee of gross revenues for second full fiscal year | 2.50% | ||||
Management fee of gross revenues for every year thereafter | 3.00% | ||||
Period of incentive management fee due within end of the fiscal year | 90 days | ||||
Incentive management of increase in gross operating profit | 10.00% | ||||
Maximum incentive management fee of gross revenues | 0.25% | ||||
Agreement term | 5 years | ||||
Percentage of management fees due thereafter | 2.50% | ||||
Percentage of management fee due through 2017 | 2.65% | ||||
Base management and administrative fees earned by related party | $ 932,386 | $ 753,898 | |||
Incentive management fees earned by related party | 13,698 | 35,349 | |||
Employee medical benefits paid | $ 1,326,154 | 1,118,556 | |||
Expiry date of management agreement | Aug. 30, 2017 | ||||
Management fee | 3.00% | ||||
Base management fees | 211,259 | ||||
Chesapeake Hospitality [Member] | Georgian Terrace [Member] | |||||
Related Party Transaction [Line Items] | |||||
Administrative fee per year | $ 30,000 | ||||
Chesapeake Hospitality [Member] | Crowne Plaza Houston Downtown and Georgian Terrace Hotel [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of management fee due through 2015 | 2.00% | ||||
Percentage of management fee due in 2016 | 2.25% | ||||
Percentage of management fees due thereafter | 2.50% | ||||
Chesapeake Hospitality [Member] | Aggregate Basis [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of hotels | Hotel | 8 | ||||
Chesapeake Hospitality [Member] | Individual Basis [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of hotels | Hotel | 2 | ||||
Chesapeake Hospitality [Member] | Individual Hotel Management Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
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% | ||||
Chesapeake Hospitality [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expiry date of master management agreement | 2014-12 | ||||
Chesapeake Hospitality [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expiry date of master management agreement | 2019-03 | ||||
Affiliated Entity [Member] | Crowne Plaza Hollywood Beach Resort [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of operating partnership owned | 25.00% | ||||
MHI Hospitality TRS II, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Asset management fee as percentage of revenue | 1.50% | ||||
Asset management fee paid | 105,629 | ||||
Sotherly Foundation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount loaned to related party | 180,000 | ||||
Loan receivable outstanding | $ 130,000 | $ 160,000 | |||
Daughter of Chief Executive Officer and Her Husband [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total compensation for related parties | 85,521 | 62,972 | |||
Partnership controlled by Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business-related air travel expense reimbursed to partnership | $ 28,802 | $ 0 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer contribution for first 3% of employee contributions | 100.00% | |
Employer contribution for next 2% of employee contributions | 50.00% | |
Percentage of first specified employee contributions | 3.00% | |
Percentage of next specified employee contributions | 2.00% | |
Contribution for retirement plan | $ 29,231 | $ 12,787 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Additional Information (Detail) | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 30, 2015 |
Crowne Plaza Hollywood Beach Resort [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Percentage of direct ownership | 100.00% | 100.00% | |
Percentage of operating partnership owned | 25.00% | ||
Carlyle [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Percentage of indirect interest owned | 75.00% |
Unconsolidated Joint Venture 46
Unconsolidated Joint Venture - Summarized Financial Information of Investment (Detail) - Crowne Plaza Hollywood Beach Resort [Member] | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Revenue | |
Rooms department | $ 5,744,329 |
Food and beverage department | 871,287 |
Other operating departments | 426,343 |
Total revenue | 7,041,959 |
Hotel operating expenses | |
Rooms department | 952,598 |
Food and beverage department | 637,728 |
Other operating departments | 166,908 |
Indirect | 2,169,747 |
Total hotel operating expenses | 3,926,981 |
Depreciation and amortization | 444,576 |
General and administrative | 127,145 |
Total operating expenses | 4,498,702 |
Operating income | 2,543,257 |
Interest expense | (645,860) |
Net income | $ 1,897,397 |
Indirect Hotel Operating Expe47
Indirect Hotel Operating Expenses - Summary of Indirect Hotel Operating Expenses (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | $ 14,135,595 | $ 11,468,343 |
General and Administrative [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 3,142,543 | 2,574,104 |
Sales and Marketing [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 3,511,030 | 2,645,062 |
Repairs and Maintenance [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 1,854,619 | 1,606,670 |
Utilities [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 1,528,962 | 1,422,778 |
Franchise Fees [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 1,087,921 | 884,764 |
Management Fees, Including Incentive [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 946,083 | 789,246 |
Property Taxes [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 1,293,355 | 952,642 |
Insurance [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | 694,202 | 543,386 |
Other [Member] | ||
Component Of Operating Cost And Expense [Line Items] | ||
Total indirect hotel operating expenses | $ 76,880 | $ 49,691 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Current: | ||
State | $ 51,390 | $ 57,679 |
Total | 51,390 | 57,679 |
Deferred: | ||
Federal | (395,225) | (425,159) |
State | (92,244) | (71,295) |
Total | (487,469) | (496,454) |
Income tax benefit | $ (436,079) | $ (438,775) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Benefit (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Statutory federal income tax expense | $ 37,330 | $ 93,528 |
Effect of non-taxable REIT income | (514,263) | (518,687) |
State income tax benefit | 40,854 | (13,616) |
Income tax benefit | $ (436,079) | $ (438,775) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 5,877,844 | $ 5,390,374 |
Accumulated net operating losses | 5,100,000 | 4,500,000 |
Start-up expense related to company | $ 200,000 | $ 200,000 |
Amortized period | 15 years | |
Loss carryforwards, expired | 2,028 | |
Valuation allowance | $ 0 |
Income Per Share and Per Unit -
Income Per Share and Per Unit - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator | ||
Net income attributable to the Company for basic computation | $ 483,095 | $ 575,336 |
Denominator | ||
Weighted average number of common shares outstanding for basic computation | 14,792,911 | 10,595,801 |
Basic and diluted net income per share | $ 0.03 | $ 0.05 |
Income Per Share and Per Unit52
Income Per Share and Per Unit - Computation of Basic and Diluted Earnings Per Unit (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ||
Net income | $ 545,874 | $ 713,859 |
Basic and diluted net income per unit | $ 0.03 | $ 0.05 |
Sotherly Hotels LP [Member] | ||
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ||
Net income | $ 545,874 | $ 713,859 |
Weighted average number of units outstanding | 16,715,044 | 13,146,628 |
Basic and diluted net income per unit | $ 0.03 | $ 0.05 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Apr. 29, 2016 | Apr. 27, 2016 | Apr. 11, 2016 |
Subsequent Event [Line Items] | |||
Dividend paid | $ 0.085 | ||
Dividend record date | Jun. 15, 2016 | Mar. 15, 2016 | |
Dividend distributed | $ 0.09 | ||
Dividend payment date | Jul. 11, 2016 | ||
Crowne Plaza Hampton Marina [Member] | |||
Subsequent Event [Line Items] | |||
Expected proceeds from sale of business | $ 5.8 |