Sotherly Hotels 10-Q 2016 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

SOTHERLY HOTELS INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-32379	20-1531029
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

SOTHERLY HOTELS LP

(Exact name of registrant as specified in its charter)

DELAWARE	001-36091	20-1965427
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

410 West Francis Street

Williamsburg, Virginia 23185

(757) 229-5648

(Address and Telephone Number of Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Sotherly Hotels Inc.    Yes  ☒    No  ☐Sotherly Hotels LP    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

Sotherly Hotels Inc.    Yes  ☒    No  ☐Sotherly Hotels LP    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Sotherly Hotels Inc.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒

Sotherly Hotels LP

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

Sotherly Hotels Inc.    Yes  ☐    No  ☒Sotherly Hotels LP    Yes  ☐    No  ☒

As of November 8, 2016, there were 14,949,651 shares of Sotherly Hotels Inc.’s common stock issued and outstanding and 1,610,000 shares of Sotherly Hotels Inc.’s 8% Series B Cumulative Redeemable Perpetual Preferred stock.  

EXPLANATORY NOTE

We refer to Sotherly Hotels Inc. as the “Company,” Sotherly Hotels LP as the “Operating Partnership,” and the Company’s common stock as “Common Stock.”  References to “we” and “our” mean the Company, its Operating Partnership and its subsidiaries and predecessors, collectively, unless the context otherwise requires or where otherwise indicated.

The Company conducts virtually all of its activities through the Operating Partnership and is its sole general partner. The partnership agreement provides that the Operating Partnership will assume and pay when due, or reimburse the Company for payment of, all costs and expenses relating to the ownership and operations of, or for the benefit of, the Operating Partnership. The partnership agreement further provides that all expenses of the Company are deemed to be incurred for the benefit of the Operating Partnership.

This report combines the Quarterly Reports on Form 10-Q for the period ended September 30, 2016 of the Company and the Operating Partnership. We believe combining the quarterly reports into this single report results in the following benefits:

• combined reports better reflect how management and investors view the business as a single operating unit;

• combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

• combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and

• combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:

• Consolidated Financial Statements;

• the following Notes to Consolidated Financial Statements:

• Note 6 – Equity; and

• Note 12 – Income Per Share and Per Unit;

• Item 4 - Controls and Procedures; and

• Item 6 - Certifications of CEO and CFO Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

2

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

INDEX

		Page
PART I
Item 1.	Consolidated Financial Statements	4
	Sotherly Hotels Inc.	4
	Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	4
	Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	5
	Consolidated Statement of Changes in Equity (unaudited) for the Nine Months Ended September 30, 2016	6
	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2016 and 2015	7
	Sotherly Hotels LP	8
	Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	8
	Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	9
	Consolidated Statement of Changes in Partners’ Capital (unaudited) for the Nine Months Ended September 30, 2016	10
	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2016 and 2015	11
	Notes to Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4	Controls and Procedures	44
PART II
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

3

PART I

Item 1. Consolidated Financial Statements

SOTHERLY HOTELS INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2016			December 31, 2015
	(unaudited)
ASSETS
Investment in hotel properties, net	$	354,137,772		$	354,963,242
Cash and cash equivalents		26,432,532			11,493,914
Restricted cash		5,866,231			5,793,840
Accounts receivable, net		4,552,916			4,071,175
Accounts receivable-affiliate		190,733			226,552
Loan proceeds receivable		—			2,600,711
Prepaid expenses, inventory and other assets		4,923,258			4,432,431
Deferred income taxes		5,846,563			5,390,374
TOTAL ASSETS	$	401,950,005		$	388,972,239
LIABILITIES
Mortgage loans, net	$	270,836,333		$	270,331,724
Unsecured notes, net		24,224,706			50,460,106
Accounts payable and accrued expenses		15,563,701			12,334,878
Advance deposits		2,439,097			1,651,840
Dividends and distributions payable		1,929,029			1,335,323
TOTAL LIABILITIES	$	314,992,866		$	336,113,871
Commitments and contingencies (See Note 5)		—			—
EQUITY
Sotherly Hotels Inc. stockholders’ equity
8% Series B Cumulative Redeemable Perpetual Preferred stock, par value $0.01,    11,000,000 shares authorized, liquidation preference $25 per share, 1,610,000    shares and 0 shares issued and outstanding at September 30, 2016 and    December 31, 2015, respectively		16,100			—
Common stock, par value $0.01, 49,000,000 shares authorized, 14,949,651    shares and 14,490,714 shares issued and outstanding at September 30, 2016 and    December 31, 2015, respectively		149,496			144,907
Additional paid in capital		121,559,775			82,749,058
Distributions in excess of retained earnings		(37,399,276	)		(33,890,834	)
Total Sotherly Hotels Inc. stockholders’ equity		84,326,095			49,003,131
Noncontrolling interest		2,631,044			3,855,237
TOTAL EQUITY		86,957,139			52,858,368
TOTAL LIABILITIES AND EQUITY	$	401,950,005		$	388,972,239

The accompanying notes are an integral part of these consolidated financial statements.

4

SOTHERLY HOTELS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
REVENUE
Rooms department	$	26,665,132		$	24,132,181		$	83,896,833		$	71,819,966
Food and beverage department		8,412,842			7,556,969			26,240,932			23,889,092
Other operating departments		2,197,338			2,252,725			6,772,647			6,073,555
Total revenue		37,275,312			33,941,875			116,910,412			101,782,613
EXPENSES
Hotel operating expenses
Rooms department		7,236,932			6,657,947			21,916,775			18,998,964
Food and beverage department		5,820,000			5,562,404			18,250,542			16,668,025
Other operating departments		642,219			491,751			1,880,618			1,192,917
Indirect		14,492,775			13,245,062			43,241,433			37,046,275
Total hotel operating expenses		28,191,926			25,957,164			85,289,368			73,906,181
Depreciation and amortization		3,790,872			3,374,209			11,260,987			9,583,506
Loss on disposal of assets		189,267			207,235			329,461			201,835
Corporate general and administrative		1,367,848			2,437,428			4,331,896			5,379,032
Total operating expenses		33,539,913			31,976,036			101,211,712			89,070,554
NET OPERATING INCOME		3,735,399			1,965,839			15,698,700			12,712,059
Other income (expense)
Interest expense		(4,626,333	)		(4,245,679	)		(13,872,129	)		(11,860,649	)
Interest income		44,485			15,480			63,523			40,888
Equity income in joint venture		—			8,173			—			506,890
Loss on early debt extinguishment		(1,087,395	)		(74,824	)		(1,157,688	)		(772,907	)
Unrealized loss on hedging activities		(492	)		(106,808	)		(66,567	)		(106,808	)
Gain on change in control		—			6,560,958			—			6,560,958
Gain on involuntary conversion of asset		—			—			—			32,433
Net income/(loss) before income taxes		(1,934,336	)		4,123,139			665,839			7,112,864
Income tax (provision)/benefit		385,145			513,505			308,398			(3,255	)
Net income/(loss)		(1,549,191	)		4,636,644			974,237			7,109,609
Less: Net (income)/loss attributable to the noncontrolling interest		172,846			(764,250	)		(106,377	)		(1,230,773	)
Net income/(loss) attributable to the Company		(1,376,345	)		3,872,394			867,860			5,878,836
Distributions to preferred shareholders		(339,889	)		—			(339,889	)		—
Net income/(loss) attributable to common shareholders	$	(1,716,234	)	$	3,872,394		$	527,971		$	5,878,836
Net income/(loss) per share attributable to the common shareholders
Basic and diluted	$	(0.11	)	$	0.27		$	0.04		$	0.49
Weighted average number of common shares outstanding
Basic and diluted		14,949,651			14,247,671			14,897,595			11,884,110

The accompanying notes are an integral part of these consolidated financial statements.

5

SOTHERLY HOTELS INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

									Additional		Distributions
	Preferred Stock				Common Stock				Paid-		in Excess of			Noncontrolling
	Shares		Par Value		Shares		Par Value		In Capital		Retained Earnings			Interest			Total
Balances at December 31, 2015		—	$	—		14,490,714	$	144,907	$	82,749,058	$	(33,890,834	)	$	3,855,237		$	52,858,368
Net income		—		—		—		—		—		867,860			106,377			974,237
Issuance of Series B    Preferred Stock		1,610,000		16,100		—		—		37,758,129		—			—			37,774,229
Issuance of unrestricted    common stock awards		—		—		24,250		242		128,040		—			—			128,282
Issuance of restricted    common stock awards		—		—		12,000		120		63,360		—			—			63,480
Conversion of Operating    Partnership units into    shares of common stock		—		—		422,687		4,227		846,248		—			(850,475	)		—
Amortization of restricted    stock award		—		—		—		—		14,940		—			—			14,940
Preferred stock dividends declared		—		—		—		—		—		(339,889	)		—			(339,889	)
Common shareholders'    dividends and    distributions declared		—		—		—		—		—		(4,036,413	)		(480,095	)		(4,516,508	)
Balances at September 30,    2016 (unaudited)		1,610,000	$	16,100		14,949,651	$	149,496	$	121,559,775	$	(37,399,276	)	$	2,631,044		$	86,957,139

The accompanying notes are an integral part of these consolidated financial statements.

6

SOTHERLY HOTELS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015
Cash flows from operating activities:
Net income	$	974,237		$	7,109,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,260,987			9,583,506
Gain on change in control		—			(6,560,958	)
Equity income in joint venture		—			(506,890	)
Amortization of deferred financing costs		939,122			991,858
Amortization of mortgage premium		(18,511	)		(12,341	)
Gain on involuntary conversion		—			(32,433	)
Unrealized loss on derivative instrument		66,567			106,808
Loss on disposal of assets		329,461			201,835
Loss on early debt extinguishment		1,157,688			772,907
Charges related to equity-based compensation		206,702			280,996
Changes in assets and liabilities:
Restricted cash		(2,409,252	)		(816,271	)
Accounts receivable		(481,741	)		(2,699,986	)
Prepaid expenses, inventory and other assets		(617,601	)		(955,695	)
Deferred income taxes		(456,188	)		(483,877	)
Accounts payable and other accrued liabilities		3,535,914			1,443,460
Advance deposits		787,257			1,001,999
Accounts receivable - affiliate		35,819			(89,654	)
Net cash provided by operating activities		15,310,461			9,334,873
Cash flows from investing activities:
Acquisitions of hotel properties		—			(25,525,754	)
Improvements and additions to hotel properties		(11,223,268	)		(15,694,033	)
Distributions from joint venture		—			600,000
Funding of restricted cash reserves		(3,970,657	)		(3,539,948	)
Proceeds from involuntary conversion of assets		—			124,609
Proceeds from the sale of assets		211,400			—
Proceeds of restricted cash reserves		6,307,518			5,797,378
Proceeds from sale of asset		—			2,027,113
Net cash used in investing activities		(8,675,007	)		(36,210,635	)
Cash flows from financing activities:
Proceeds of mortgage debt		45,700,000			125,000,000
Proceeds from mortgage loan receivable		2,600,711			—
Proceeds from sale of common stock		—			23,250,818
Proceeds from sale of preferred stock		37,774,229			—
Payments on mortgage loans		(44,453,440	)		(118,444,300	)
Redemption of unsecured notes		(27,600,000	)		—
Payment of deferred financing costs		(1,455,645	)		(1,326,663	)
Dividends and distributions paid		(4,262,691	)		(2,768,207	)
Net cash provided by financing activities		8,303,164			25,711,648
Net increase (decrease) in cash and cash equivalents		14,938,618			(1,164,114	)
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	$	26,432,532		$	15,470,385
Supplemental disclosures:
Cash paid during the period for interest	$	12,948,885		$	10,702,488
Cash paid during the period for income taxes	$	29,925		$	570,762
Non-cash investing and financing activities:
Change from assumed loan on Crowne Plaza Hollywood Beach Resort acquisition	$	—		$	57,000,000
Change in loan premium on the Crowne Plaza Hollywood Beach Resort assumed loan	$	—		$	246,815
Change in amount of hotel property improvements in accounts payable and accrued liabilities	$	307,098		$	657,990

The accompanying notes are an integral part of these consolidated financial statements.

7

SOTHERLY HOTELS LP

CONSOLIDATED BALANCE SHEETS

	September 30, 2016		December 31, 2015
	(unaudited)
ASSETS
Investment in hotel properties, net	$	354,137,772	$	354,963,242
Cash and cash equivalents		26,432,532		11,493,914
Restricted cash		5,866,231		5,793,840
Accounts receivable, net		4,552,916		4,071,175
Accounts receivable-affiliate		190,733		226,552
Loan proceeds receivable		—		2,600,711
Prepaid expenses, inventory and other assets		4,923,258		4,432,431
Deferred income taxes		5,846,563		5,390,374
TOTAL ASSETS	$	401,950,005	$	388,972,239
LIABILITIES
Mortgage loans, net	$	270,836,333	$	270,331,724
Unsecured notes, net		24,224,706		50,460,106
Accounts payable and other accrued liabilities		15,563,701		12,334,878
Advance deposits		2,439,097		1,651,840
Dividends and distributions payable		1,929,029		1,335,323
TOTAL LIABILITIES	$	314,992,866	$	336,113,871
Commitments and contingencies (see Note 5)		—		—
PARTNERS’ CAPITAL
8% Series B Cumulative Redeemable Perpetual Preferred units, liquidation preference    $25 per unit, 1,610,000 units and 0 units issued and outstanding at September 30,    2016 and December 31, 2015, respectively		37,434,340		—
General Partner: 167,278 units and 166,915 units issued and outstanding as of    September 30, 2016 and December 31, 2015, respectively		740,938		774,295
Limited Partners: 16,560,513 units and 16,524,626 units issued and outstanding as    of September 30, 2016 and December 31, 2015, respectively		48,781,861		52,084,073
TOTAL PARTNERS’ CAPITAL		86,957,139		52,858,368
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	401,950,005	$	388,972,239

The accompanying notes are an integral part of these consolidated financial statements.

8

SOTHERLY HOTELS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	ThreeMonths Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
REVENUE
Rooms department	$	26,665,132		$	24,132,181		$	83,896,833		$	71,819,966
Food and beverage department		8,412,842			7,556,969			26,240,932			23,889,092
Other operating departments		2,197,338			2,252,725			6,772,647			6,073,555
Total revenue		37,275,312			33,941,875			116,910,412			101,782,613
EXPENSES
Hotel operating expenses
Rooms department		7,236,932			6,657,947			21,916,775			18,998,964
Food and beverage department		5,820,000			5,562,404			18,250,542			16,668,025
Other operating departments		642,219			491,751			1,880,618			1,192,917
Indirect		14,492,775			13,245,062			43,241,433			37,046,275
Total hotel operating expenses		28,191,926			25,957,164			85,289,368			73,906,181
Depreciation and amortization		3,790,872			3,374,209			11,260,987			9,583,506
Loss on disposal of assets		189,267			207,235			329,461			201,835
Corporate general and administrative		1,367,848			2,437,428			4,331,896			5,379,032
Total operating expenses		33,539,913			31,976,036			101,211,712			89,070,554
NET OPERATING INCOME		3,735,399			1,965,839			15,698,700			12,712,059
Other income (expense)
Interest expense		(4,626,333	)		(4,245,679	)		(13,872,129	)		(11,860,649	)
Interest income		44,485			15,480			63,523			40,888
Equity income in joint venture		—			8,173			—			506,890
Loss on early debt extinguishment		(1,087,395	)		(74,824	)		(1,157,688	)		(772,907	)
Unrealized loss on hedging activities		(492	)		(106,808	)		(66,567	)		(106,808	)
Gain on change in control		—			6,560,958			—			6,560,958
Gain on involuntary conversion of asset		—			—			—			32,433
Net income/(loss) before income taxes		(1,934,336	)		4,123,139			665,839			7,112,864
Income tax (provision)/benefit		385,145			513,505			308,398			(3,255	)
Net income/(loss)		(1,549,191	)		4,636,644			974,237			7,109,609
Distributions to preferred unit holders		(339,889	)		—			(339,889	)		—
Net income/(loss) attributable to operating    partnership unit holders	$	(1,889,080	)	$	4,636,644		$	634,348		$	7,109,609
Net income/(loss) attributable per operating partner    unit
Basic and diluted	$	(0.11	)	$	0.28		$	0.04		$	0.50
Weighted average number of operating partner units    outstanding
Basic and diluted		16,727,791			16,615,889			16,723,557			14,328,893

The accompanying notes are an integral part of these consolidated financial statements.

9

SOTHERLY HOTELS LP

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

	Preferred Units					General Partner					Limited Partner
	Units		Amount			Units		Amount			Units		Amounts			Total
Balances at December 31, 2015		—	$	—			166,915	$	774,295			16,524,626	$	52,084,073		$	52,858,368
Issuance of partnership units		—		—			363		1,918			35,887		189,844			191,762
Issuance of preferred units		1,610,000		37,774,229			—		—			—		—			37,774,229
Amortization of restricted units award		—		—			—		149			—		14,791			14,940
Preferred units distributions declared		—		(339,889	)		—		—			—		—			(339,889	)
Partnership units distributions declared		—		—			—		(45,165	)		—		(4,471,343	)		(4,516,508	)
Net income		—		—			—		9,741			—		964,496			974,237
Balances at September 30, 2016 (unaudited)		1,610,000	$	37,434,340			167,278	$	740,938			16,560,513	$	48,781,861		$	86,957,139

The accompanying notes are an integral part of these consolidated financial statements.

10

SOTHERLY HOTELS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015
Cash flows from operating activities:
Net income	$	974,237		$	7,109,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,260,987			9,583,506
Gain on change in control		—			(6,560,958	)
Equity income in joint venture		—			(506,890	)
Amortization of deferred financing costs		939,122			991,858
Amortization of mortgage premium		(18,511	)		(12,341	)
Gain on involuntary conversion		—			(32,433	)
Unrealized loss on derivative instrument		66,567			106,808
Loss on disposal of assets		329,461			201,835
Loss on early debt extinguishment		1,157,688			772,907
Charges related to equity-based compensation		206,702			280,996
Changes in assets and liabilities:
Restricted cash		(2,409,252	)		(816,271	)
Accounts receivable		(481,741	)		(2,699,986	)
Prepaid expenses, inventory and other assets		(617,601	)		(955,695	)
Deferred income taxes		(456,188	)		(483,877	)
Accounts payable and other accrued liabilities		3,535,914			1,443,460
Advance deposits		787,257			1,001,999
Accounts receivable - affiliate		35,819			(89,654	)
Net cash provided by operating activities		15,310,461			9,334,873
Cash flows from investing activities:
Acquisitions of hotel properties		—			(25,525,754	)
Improvements and additions to hotel properties		(11,223,268	)		(15,694,033	)
Distributions from joint venture		—			600,000
Funding of restricted cash reserves		(3,970,657	)		(3,539,948	)
Proceeds from involuntary conversion of assets		—			124,609
Proceeds from the sale of assets		211,400			—
Proceeds of restricted cash reserves		6,307,518			5,797,378
Proceeds from sale of asset		—			2,027,113
Net cash used in investing activities		(8,675,007	)		(36,210,635	)
Cash flows from financing activities:
Proceeds of mortgage debt		45,700,000			125,000,000
Proceeds from mortgage loan receivable		2,600,711			—
Proceeds from sale of operating units		—			23,250,818
Proceeds from sale of preferred operating units		37,774,229			—
Payments on mortgage loans		(44,453,440	)		(118,444,300	)
Redemption of unsecured notes		(27,600,000	)		—
Payment of deferred financing costs		(1,455,645	)		(1,326,663	)
Distributions paid		(4,262,691	)		(2,768,207	)
Net cash provided by financing activities		8,303,164			25,711,648
Net increase (decrease) in cash and cash equivalents		14,938,618			(1,164,114	)
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	$	26,432,532		$	15,470,385
Supplemental disclosures:
Cash paid during the period for interest	$	12,948,885		$	10,702,488
Cash paid during the period for income taxes	$	29,925		$	570,762
Non-cash investing and financing activities:
Change from assumed loan on Crowne Plaza Hollywood Beach Resort acquisition	$	—		$	57,000,000
Change in loan premium on the Crowne Plaza Hollywood Beach Resort assumed loan	$	—		$	246,815
Change in amount of hotel property improvements in accounts payable and accrued liabilities	$	307,098		$	657,990

The accompanying notes are an integral part of these consolidated financial statements.

11

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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”).

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’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 September 30, 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, we 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.

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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.

On June 27, 2016, we entered into a promissory note and other loan documents to secure a $35.0 million mortgage on the Hilton Savannah DeSoto with MONY Life Insurance Company.  The mortgage term is ten years maturing July 1, 2026, subject to certain criteria. The mortgage bears a fixed interest rate of 4.25%.  The mortgage amortizes on a 25-year schedule after a 1-year interest-only period. The Company used the proceeds to repay the existing first mortgage on the Hilton Savannah DeSoto and to pay closing costs, and will use the balance of the proceeds to fund ongoing renovations at the hotel and for general corporate purposes.

On June 30, 2016, we entered into a loan agreement and other loan documents, including a guaranty of payment by the Operating Partnership, to secure a $19.0 million mortgage on the Crowne Plaza Tampa Westshore with Fifth Third Bank.  The mortgage term has an initial term of three years, and may be extended for two additional periods of one year each, subject to certain conditions. The mortgage bears a floating interest rate of the 30-day LIBOR plus 3.75%, subject to a floor rate of 3.75%.  The mortgage amortizes on a 25-year schedule.  The Company used the proceeds to repay the existing first mortgage on the Crowne Plaza Tampa Westshore and to pay closing costs, and will use the balance of the proceeds for general corporate purposes.

On August 23, 2016, the Company sold 1,610,000 shares of 8% Series B Cumulative Redeemable Perpetual Preferred stock, for net proceeds after all expenses of approximately $37.8 million, which it contributed to the Operating Partnership for an equivalent number of preferred units.

On September 30, 2016, the Operating Partnership redeemed the entire $27.6 million aggregate principal amount of its outstanding 8% Senior Unsecured Notes.

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.

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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 – We record 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 September 30, 2016 and December 31, 2015 were $399,694 and $339,542, respectively. Amortization expense for the three month periods ended September 30, 2016 and 2015 totaled $15,331 and $40,572, respectively, and for the nine month periods ended September 30, 2016 and 2015 totaled $45,593 and $68,972, 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 common 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

14

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	)	$	—		$	—
September 30, 2016
Interest Rate Cap (4)	$	—		$	4,414		$	—
Mortgage loans (2)	$	—		$	(272,807,569	)	$	—
Unsecured notes (3)	$	(26,210,800	)	$	—		$	—

(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 Sheets as of September 30, 2016 and December 31, 2015.

(3) Unsecured notes are recorded at outstanding principal balance net of deferred financing costs on our Consolidated Balance Sheets as of September 30, 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%.

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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 $0.4 million and $0.5 million, for the three months ended September 30, 2016 and 2015, respectively, and approximately $1.3 million and $1.4 million, for the nine months ended September 30, 2016 and 2015, respectively.

A schedule of minimum future lease payments receivable for the remaining lease periods is as follows:

Remaining three months ending December 31, 2016	$	361,177
December 31, 2017		938,414
December 31, 2018		427,180
December 31, 2019		310,505
December 31, 2020		270,774
December 31, 2021 and thereafter		1,252,315
Total	$	3,560,365

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 September 30, 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 September 30, 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 September 30, 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 two 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.

16

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 September 30, 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 2004 and 2013 Plans for the nine months ended September 30, 2016 and 2015 was $206,703 and $276,016, respectively.  

Advertising – Advertising costs were $138,017 and $69,006 for the three months ended September 30, 2016 and 2015, respectively, and were $333,076 and $178,661 for the nine months ended September 30, 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 consolidating balance sheet, have been netted against mortgage loans and unsecured debt 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.” Loss on early debt extinguishments in the amount of $698,083 has been reclassified from amortization of deferred financing costs on the consolidated statements of cash flows as of September 30, 2015 to conform to the current period presentation.

New Accounting Pronouncements – In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230).  Current GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues included in the amendments in this update. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early application of this ASU is permitted for all entities. We are currently assessing the impact that the adoption of this standard will have on the statements of cash flows.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients”. The amendments in this ASU provide clarification to certain core recognition principles related to ASU No. 2014-09 including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.  The amendments do not change the core principle of the guidance.  We will adopt this ASU as of our quarter ending March 31, 2018.  We are currently evaluating the standard to determine the impact of the adoption of this guidance on our financial statements.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients”. This update clarifies guidance related to identifying performance obligations and licensing implementation contained in ASU No. 2014-09. The amendments do not change the core principle of the guidance.  We will adopt this ASU as of our quarter ending March 31, 2018.  We are currently evaluating the standard to determine the impact of the adoption of this guidance on our financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018.

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Early application of this ASU is permitted for all entities. We are currently assessing the impact that the adoption of this standard will have on the balance sheets and statements of operations.

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 ASU 2015-03 effective January 1, 2016 and applied its provisions retrospectively.  The adoption of this standard only affects the presentation of the consolidated balance sheets.

In February 2015, the FASB issued ASU 2015-02 related to ASC Topic 810, Consolidation. The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: 1. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; 2. Eliminate the presumption that a general partner should consolidate a limited partnership; 3. Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; 4. Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.  This guidance will be effective for annual reporting periods beginning after December 15, 2015.  We have assessed the impact of adopting this ASU as insignificant on the balance sheets and statements of operations.

3. Investment in Hotel Properties, Net

Investment in hotel properties, net as of September 30, 2016 and December 31, 2015 consisted of the following:

	September 30, 2016			December 31, 2015
Land and land improvements	$	58,837,554		$	59,910,212
Buildings and improvements		341,582,262			333,720,421
Furniture, fixtures and equipment		44,297,627			42,245,334
		444,717,443			435,875,967
Less: accumulated depreciation and impairment		(90,579,671	)		(80,912,725	)
Investment in Hotel Properties, Net	$	354,137,772		$	354,963,242

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4. Debt

Mortgage Loans, Net. As of September 30, 2016 and December 31, 2015, we had approximately $270.8 million and approximately $270.3 million of outstanding mortgage debt, respectively. The following table sets forth our mortgage debt obligations on our hotels.

	Balance Outstanding as of
	September 30,			December 31,			Prepayment	Maturity	Amortization		Interest
Property	2016			2015			Penalties	Date	Provisions		Rate
Crowne Plaza Hampton Marina (1)	$	2,766,000		$	3,512,586		None	10/28/2016	$	83,000		5.00%
Crowne Plaza Hollywood Beach Resort (2)		59,150,782			59,795,743		n/a	10/1/2025	30 years			4.913%
Crowne Plaza Tampa Westshore  (3)		15,630,700			13,016,045		None	6/30/2019	25 years		LIBOR plus 3.75 %
DoubleTree by Hilton Jacksonville    Riverfront (4)		19,412,124			19,774,577		Yes	7/7/2019	25 years		LIBOR plus 3.50 %
DoubleTree by Hilton Laurel (5)		9,376,849			9,500,000		Yes	8/5/2021	25 years			5.25%
DoubleTree by Hilton Philadelphia Airport (6)		31,606,430			32,376,795		None	4/1/2019	25 years		LIBOR plus 3.00 %
DoubleTree by Hilton Raleigh    Brownstone –University (7)		14,837,870			15,029,121		n/a	8/1/2018	30 years			4.78%
The Georgian Terrace (8)		46,014,624			46,579,011		n/a	6/1/2025	30 years			4.42%
Hilton Savannah DeSoto (9)		30,000,000			20,522,836		Yes	7/1/2026	25 years			4.25%
Hilton Wilmington Riverside (10)		19,379,599			19,825,772		Yes	4/1/2017	25 years			6.21%
Sheraton Louisville Riverside (11)		11,159,125			11,345,866		n/a	1/6/2017	25 years			6.24%
The Whitehall (12)		13,650,062			20,459,256		None	11/13/2017	25 years			4.50%
Total Mortgage Principal Balance	$	272,984,165		$	271,737,608
Deferred financing costs, net		(2,369,657	)		(1,646,220	)
Unamortized premium on loan		221,825			240,336
Total Mortgage Loans, Net	$	270,836,333		$	270,331,724

(1)	The note was extended in September 2016 for one month until October 28, 2016 and the Operating Partnership is required to make monthly principal payments of $83,000. The note rate was changed to a fixed rate of 5.00%, effective June 27, 2014.  See “Note 13. Subsequent Events” for a description of the modification and extension of the mortgage loan.
(2)	With limited exception, the note may not be prepaid until June 2025.
(3)	The note provides that the mortgage can be extended for two additional periods of one year each, subject to certain conditions.  The note bears a minimum interest rate of 3.75%.
(4)	The note is subject to a pre-payment penalty until July 2017. Prepayment can be made without penalty thereafter. The note provides that the mortgage can be extended until July 2020 if certain conditions have been satisfied.
(5)	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. 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%.
(6)	The note bears a minimum interest rate of 3.50%.
(7)	With limited exception, the note may not be prepaid until two months before maturity.
(8)	With limited exception, the note may not be prepaid until February 2025.
(9)	The note is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date.
(10)	The note may not be prepaid during the first six years of the term. Prepayment can be made with penalty thereafter until 90 days before maturity.
(11)	With limited exception, the note may not be prepaid until two months before maturity. See “Note 13. Subsequent Events” for a description of the refinance of the mortgage loan.
(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. See “Note 13. Subsequent Events” for a description of the refinance of the mortgage loan.

As of September 30, 2016, we were in compliance with all debt covenants, current on all loan payments and not otherwise in default under any of our mortgage loans.  With regard to the mortgage loan on The Whitehall, we made a principal payment in the amount of $6.4 million during the fiscal quarter ended September 30, 2016, to bring the loan in compliance with its Debt Service Coverage Ratio covenant.  Please see “Note 13. Subsequent Events” which describes repayment of the mortgage loan on The Whitehall on October 12, 2016 with proceeds from a new mortgage loan.

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Total future mortgage debt maturities, without respect to any extension of loan maturity, as of September 30, 2016 were as follows:

For the remaining three months ended December 31, 2016	$	4,172,975
December 31, 2017	$	48,077,669
December 31, 2018	$	19,171,472
December 31, 2019	$	47,593,166
December 31, 2020	$	20,725,439
December 31, 2021 and thereafter	$	133,243,444
Total future maturities	$	272,984,165

7% 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% 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 required quarterly payments of interest and matures on September 30, 2018. The 8% Notes were callable after September 30, 2016 at 101% of face value.  On September 30, 2016, the Operating Partnership redeemed the entire $27.6 million aggregate principal amount of its outstanding 8% Notes.

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 September 30, 2016 and 2015 totaled $18,247 and $15,867, respectively and for the nine months ended September 30, 2016 and 2015, totaled $54,738 and $47,601, 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 and nine months ended September 30, 2016 and 2015, each totaled $23,871and $71,612, respectively.

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 and nine months ended September 30, 2016 and 2015, each totaled $651 and $1,952, respectively.

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 and nine months ended September 30, 2016 and 2015, each totaled $1,505 and $4,515, respectively.

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 September 30, 2016 and 2015 totaled $22,552 and $57,197 and for the nine months ended September 30, 2016 and 2015 totaled $68,451 and $100,339, respectively.

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We also lease certain furniture and equipment under financing arrangements expiring between October 2017 and March 2019.

A schedule of minimum future lease payments for the following twelve-month periods is as follows:

For the remaining three months ended December 31, 2016	$	63,004
December 31, 2017		225,967
December 31, 2018		176,740
December 31, 2019		100,480
December 31, 2020		95,482
December 31, 2021 and thereafter		541,065
Total	$	1,202,738

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 September 30, 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 September 30, 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 1/12th of the annual real estate taxes due for the properties. We are also required by several of our lenders to establish individual property improvement funds to cover the cost of replacing capital assets at our properties. Each month, those contributions equal 4.0% of gross revenues for the Hilton Savannah DeSoto, the Hilton Wilmington Riverside, the Sheraton Louisville Riverside, DoubleTree by Hilton Raleigh Brownstone–University, The Whitehall, Crowne Plaza Hampton Marina and The Georgian Terrace and equal 4.0% of room revenues for the DoubleTree by Hilton Philadelphia Airport.

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.

6. Equity

Preferred Stock – The Company has increased its authorized shares of preferred stock to 11,000,000.  On August 23, 2016 the Company issued 1,610,000 shares, $0.01 par value per share, of its 8% Series B Cumulative Redeemable Perpetual Preferred Stock for net proceeds after all expenses of approximately $37.8 million, which it contributed to the Operating Partnership for an equivalent number of preferred units. Holders of the Company’s preferred stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions.

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.

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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 September 30, 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 September 30, 2016 and December 31, 2015, the total number of Operating Partnership common units outstanding was 16,727,791 and 16,691,541, respectively.

As of September 30, 2016 and December 31, 2015, the total number of outstanding Operating Partnership common 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.

As of September 30, 2016 and December 31, 2015, the total number of outstanding Operating Partnership preferred units owned by the Company was 1,610,000 and 0, respectively,

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7. Related Party Transactions

Chesapeake Hospitality. As of September 30, 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 September 30, 2016 and December 31, 2015, there were no receivables due, respectively, from Chesapeake Hospitality.

Management Agreements – 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 $944,939 and $2,927,333 for the three and nine months ended September 30, 2016 and $823,609 and $2,490,047 for the three and nine months ended September 30, 2015, respectively.  In addition, estimated incentive management fees of $13,634 and $60,636 were accrued for the three and nine months ended September 30, 2016 and $9,905 and $104,713 were accrued for the three and nine months ended September 30, 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 $1,267,721 and $3,813,333 for the three and nine months ended September 30, 2016 and were approximately $1,190,699 and $3,432,372 for the three and nine months ended September 30, 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 $43,826 and $401,954 for the three and nine months ended September 30, 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 $21,913 and $200,976 for the three and nine months ended September 30, 2015.

Sotherly Foundation – During 2015, we loaned $180,000 to the Sotherly Foundation, a non-profit organization to benefit wounded warriors.  As of September 30, 2016 and December 31, 2015, the balance of the loan was $80,000 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 September 30, 2016 and 2015 totaled approximately $79,453 and $68,044, respectively, and for the nine months ended September 30, 2016 and 2015 totaled approximately $246,084 and $201,884, respectively, for the three individuals.  

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During the three month period ending September 30, 2016 and 2015, we reimbursed $31,803 and $44,691, respectively, and during the nine month period ending September 30, 2016 and 2015 we reimbursed $101,571 and $84,701, respectively, to a partnership controlled by the Chief Executive Officer for business-related air travel pursuant to the Company’s travel reimbursement policy.

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 $10,177 and $56,122 for the three and nine months ended September 30, 2016 and totaled $14,567 and $42,177 for the three and nine months ended September 30, 2015, respectively.

9. Unconsolidated Joint Venture

As of September 30, 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. Affiliates of both Carlyle Realty Partners V, L.P. and The Carlyle Group (“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 for the three and nine month periods September 30, 2015, which is accounted for under the equity method, is as follows:

	Three Months Ended			Nine Months Ended
	September 30, 2015			September 30, 2015
	(unaudited)			(unaudited)
Revenue
Rooms department	$	1,084,157		$	10,605,942
Food and beverage department		239,212			1,911,950
Other operating departments		137,483			880,564
Total revenue		1,460,852			13,398,456
Expenses
Hotel operating expenses
Rooms department		262,070			2,071,436
Food and beverage department		185,976			1,442,145
Other operating departments		67,190			388,087
Indirect		648,430			3,991,773
Total hotel operating expenses		1,163,666			7,893,441
Depreciation and amortization		148,134			1,037,113
General and administrative		36,944			1,060,687
Total operating expenses		1,348,744			9,991,241
Operating income		112,108			3,407,215
Interest expense		(223,218	)		(1,523,455	)
Net income	$	(111,110	)	$	1,883,760

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10. Indirect Hotel Operating Expenses

Indirect hotel operating expenses consists of the following expenses incurred by the hotels:

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
General and administrative	$	3,037,841	$	2,908,836	$	9,300,718	$	8,245,283
Sales and marketing		3,400,025		837,820		10,490,742		6,360,115
Repairs and maintenance		1,845,961		2,788,820		5,595,240		6,046,368
Utilities		1,903,611		994,203		4,951,378		3,836,014
Franchise fees		968,801		1,865,001		3,177,780		3,872,493
Management fees, including incentive		958,572		1,770,100		2,987,969		3,531,346
Property taxes		1,675,917		1,406,013		4,501,154		3,336,271
Insurance		618,598		591,058		1,984,269		1,614,391
Other		83,449		83,211		252,183		203,994
Total indirect hotel operating expenses	$	14,492,775	$	13,245,062	$	43,241,433	$	37,046,275

11. Income Taxes

The components of the income tax (benefit)/provision for the three and nine months ended September 30, 2016 and 2015 are as follows:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Current:
Federal	$	—		$	67,708		$	—		$	67,708
State		63,429			311,468			147,791			419,424
		63,429			379,176			147,791			487,132
Deferred:
Federal		(437,390	)		(774,207	)		(429,257	)		(424,111	)
State		(11,184	)		(118,474	)		(26,932	)		(59,766	)
		(448,574	)		(892,681	)		(456,189	)		(483,877	)
	$	(385,145	)	$	(513,505	)	$	(308,398	)	$	3,255

A reconciliation of the statutory federal income tax (benefit)/provision to the Company’s income tax (benefit)/provision is as follows:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Statutory federal income tax expense		(650,790	)	$	1,536,869		$	233,267		$	2,553,376
Effect of non-taxable REIT income		76,172			(2,243,368	)		(662,524	)		(2,909,779	)
State income tax benefit		189,473			192,994			120,859			359,658
	$	(385,145	)	$	(513,505	)	$	(308,398	)	$	3,255

As of September 30, 2016 and December 31, 2015, we had a net deferred tax asset of approximately $5.8 million and $5.4 million, respectively, of which, approximately $4.9 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 September 30, 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

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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.

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		Nine Months Ended		Nine Months Ended
	September 30, 2016			September 30, 2015		September 30, 2016		September 30, 2015
	(unaudited)			(unaudited)		(unaudited)		(unaudited)
Numerator
Net income/(loss) attributable to the common    shareholders for basic computation	$	(1,716,234	)	$	3,872,394	$	527,971	$	5,878,836
Denominator
Weighted average number of common shares    outstanding for basic computation		14,949,651			14,247,671		14,897,595		11,884,110
Basic and diluted net income per share	$	(0.11	)	$	0.27	$	0.04	$	0.49

Income Per Unit – The computation of basic and diluted earnings per unit is presented below.

	Three Months Ended			Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2016			September 30, 2015		September 30, 2016		September 30, 2015
	(unaudited)			(unaudited)		(unaudited)		(unaudited)
Numerator
Net income/(loss) attributable to the common    unitholders for basic computation	$	(1,889,080	)	$	4,636,644	$	634,348	$	7,109,609
Denominator
Weighted average number of units outstanding for basic computation		16,727,791			16,615,889		16,723,557		14,328,893
Basic and diluted net income per unit	$	(0.11	)	$	0.28	$	0.04	$	0.50

13. Subsequent Events

On October 6, 2016, we entered into an agreement to sell the Crowne Plaza Hampton Marina to Marina Hotel, LLC for a price of $5.65 million.  The Company may use the proceeds from the sale of the hotel to repay the existing first mortgage on the hotel and for general corporate purposes.  The closing of the sale, which may occur in December 2016, is subject to various customary closing conditions.

On October 11, 2016, we paid a quarterly dividend (distribution) of $0.095 per common share (and unit) to those stockholders (and unitholders of the Operating Partnership) of record on September 15, 2016.

On October 12, 2016, we entered into a loan agreement to secure a $20.5 million mortgage on The Whitehall with the International Bank of Commerce.  Pursuant to the loan documents, the loan: provides initial proceeds of $15.0 million, with an additional $5.5 million available upon the satisfaction of certain conditions, has a term of five years, bears a floating interest rate of the 30-day LIBOR plus 3.5%, subject to a floor rate of 4.0%, amortizes on an 18-year schedule after a 2-year interest only period, is subject to prepayment fees, and is guaranteed by Sotherly Hotels LP.  We used the proceeds to repay the existing first mortgage on The Whitehall.

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On October 17, 2016, we paid a quarterly dividend (distribution) of $0.2111 per preferred share (and preferred unit) to those preferred stockholders (and preferred unitholders of the Operating Partnership) of record on September 30, 2016.

On October 24, 2016, we authorized payment of a quarterly dividend (distribution) of $0.095 per common share (and unit) to the stockholders (and unitholders of the Operating Partnership) of record as of December 15, 2016. The dividend (distribution) is to be paid on January 11, 2017.

On October 24, 2016, we authorized payment of a quarterly dividend (distribution) of $0.50 per preferred share (and preferred unit) to the preferred stockholders (and preferred unitholders of the Operating Partnership) of record as of December 30, 2016. The dividend (distribution) is to be paid on January 17, 2017.

On November 3, 2016,we entered into a loan agreement to refinance the mortgage on the Sheraton Louisville Riverside with Symetra Life Insurance Company.  Pursuant to the loan documents, the loan: provides proceeds of $12.0 million, has a maturity date of December 1, 2026, bears a fixed interest rate of 4.27% for the first 5 years of the loan with an option for the lender to reset that rate after 5 years, amortizes on a 25-year schedule, is subject to prepayment fees, and is guaranteed by Sotherly Hotels LP at 50% of the unpaid principal balance, interest, and other amounts owed.

On November 3, 2016, we entered into a loan agreement to modify and extend the $2.6 million mortgage on the Crowne Plaza Hampton Marina with TowneBank.  Pursuant to the amended loan documents, the loan:  continues to bear a fixed interest rate of 5.00%, has a maturity date of November 1, 2019, and beginning on December 1, 2016 requires monthly principal payments of $15,367 plus accrued unpaid interest.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT incorporated in Maryland in August 2004 to pursue opportunities in the full-service, primarily upscale and upper-upscale segments of the hotel industry located in primary and secondary markets in the mid-Atlantic and southern United States.  Substantially all of the assets of Sotherly Hotels Inc. are held by, and all of its operations are conducted through, Sotherly Hotels LP, formerly MHI Hospitality, L.P. We commenced operations in December 2004 when we completed our initial public offering and thereafter consummated the acquisition of the initial properties.

Our hotel portfolio currently consists of twelve full-service, primarily upscale and upper-upscale hotels, comprising 3,011 rooms. All of our properties, except for The Georgian Terrace and The Whitehall, operate under well-known brands such as Hilton, Crowne Plaza, DoubleTree and Sheraton.   As of September 30, 2016, we owned the following hotel properties:

	Number
Property	of Rooms		Location	Date of Acquisition	ChainDesignation
Wholly-owned
Crowne Plaza Hampton Marina (1)		173	Hampton, VA	April 24, 2008	Upscale
Crowne Plaza Hollywood Beach Resort		311	Hollywood, FL	August 9, 2007	Upscale
Crowne Plaza Tampa Westshore		222	Tampa, FL	October 29, 2007	Upscale
DoubleTree by Hilton Jacksonville Riverfront		293	Jacksonville, FL	July 22, 2005	Upscale
DoubleTree by Hilton Laurel		208	Laurel, MD	December 21, 2004	Upscale
DoubleTree by Hilton Philadelphia Airport		331	Philadelphia, PA	December 21, 2004	Upscale
DoubleTree by Hilton Raleigh Brownstone-University		190	Raleigh, NC	December 21, 2004	Upscale
The Georgian Terrace		326	Atlanta, GA	March 27, 2014	Independent(2)
Hilton Savannah DeSoto		246	Savannah, GA	December 21, 2004	Upper Upscale
Hilton Wilmington Riverside		272	Wilmington, NC	December 21, 2004	Upper Upscale
Sheraton Louisville Riverside		180	Jeffersonville, IN	September 20, 2006	Upper Upscale
The Whitehall		259	Houston, TX	November 13, 2013	Independent(2)
Total		3,011

(1) In October 2016, we entered into an agreement to sell the Crowne Plaza Hampton Marina, which is subject to customary closing conditions.  The previously disclosed purchase and sale agreement relating to this property, with a separate prospective buyer, terminated in accordance with its terms upon that prospective buyers failure to perform under the agreement.

(2) We believe that The Georgian Terrace and The Whitehall would each carry a chain scale designation of upper upscale if they were branded hotels.

We conduct substantially all our business through our Operating Partnership.  We are the sole general partner of our Operating Partnership, and we own an approximate 89.4% interest in our Operating Partnership, as of the date of this filing, with the remaining interest being held by limited partners who were the contributors of our initial properties and related assets.

To qualify as a REIT, we cannot operate hotels. Therefore, our wholly-owned hotel properties are leased to our TRS Lessees, which are wholly owned subsidiaries of the Operating Partnership.  Our TRS Lessees then engage an eligible independent hotel management company to operate the hotels under a management agreement.  Our TRS Lessee has engaged Chesapeake Hospitality to manage our wholly-owned hotels.  Our TRS Lessees, and their parent, MHI Hospitality TRS Holding, Inc., are consolidated into our financial statements for accounting purposes.  The earnings of MHI Hospitality TRS Holding, Inc. are subject to taxation similar to other C corporations.

Key Operating Metrics

In the hotel industry, room revenue is considered the most important category of revenue and drives other revenue categories such as food, beverage, catering, parking, and telephone. There are three key performance indicators used in the hotel industry to measure room revenues:

• Occupancy, or the number of rooms sold, usually expressed as a percentage of total rooms available;

• Average daily rate, or ADR, which is total room revenue divided by the number of rooms sold; and

• Revenue per available room, or RevPAR, which is total room revenue divided by the total number of available rooms.

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RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (such as housekeeping services, laundry, utilities, room supplies, franchise fees, management fees, credit card commissions and reservation expenses), but could also result in increased non-room revenue from the hotel’s restaurant, banquet or parking facilities. Changes in RevPAR that are primarily driven by changes in ADR typically have a greater impact on operating margins and profitability as they do not generate all of the additional variable operating costs associated with higher occupancy.

We also use FFO, Adjusted FFO and Hotel EBITDA as a measure of our operating performance.  See “Non-GAAP Financial Measures.”

Results of Operations

The following tables illustrate the key operating metrics for the three and nine months ended September 30, 2016 and 2015, respectively, for the Company’s wholly-owned properties, during each respective reporting period (“actual” portfolio metrics), as well as the eleven wholly-owned properties in the portfolio that were under the Company’s control during the three and nine months ended September 30, 2016 and the corresponding period in 2015 (“same-store” portfolio metrics). Accordingly, the same-store data does not reflect the performance for the Crowne Plaza Hollywood Beach Resort, which was acquired through a joint venture in August 2007 and in which the Company had a 25.0% indirect interest prior to its acquisition of the remaining 75.0% interest in July 2015.

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Actual Portfolio Metrics
Occupancy %		71.5	%		70.5	%		72.0	%		71.4	%
ADR	$	134.55		$	128.16		$	141.16		$	133.20
RevPAR	$	96.26		$	90.32		$	101.69		$	95.06
Same-Store Portfolio Metrics
Occupancy %		70.7	%		69.9	%		70.9	%		71.2	%
ADR	$	134.79		$	128.91		$	136.70		$	133.59
RevPAR	$	95.32		$	90.07		$	96.95		$	95.10

Comparison of the Three Months Ended September 30, 2016 to the Three Months Ended September 30, 2015  

Revenue.  Total revenue for the three months ended September 30, 2016 increased approximately $3.3 million, or 9.8%, to approximately $37.3 million compared to total revenue of approximately $33.9 million for the three months ended September 30, 2015. Approximately $1.5 million of the increase relates to the acquisition of our property in Hollywood Beach, Florida in July 2015.  Increases in revenues at our properties in Wilmington, North Carolina; Philadelphia, Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Tampa, Florida; and Hampton, Virginia, were offset by decreases in revenue impacted by the change in the performance resulting from our renovation activities at Savannah, Georgia, and the downturn in the oil market in Houston, Texas, as well as, other revenue decreases at properties in Raleigh, North Carolina and Atlanta, Georgia.

Room revenue increased approximately $2.5 million, or 10.5%, to approximately $26.7 million for the three months ended September 30, 2016 compared to room revenue of approximately $24.1 million for the three months ended September 30, 2015.  The increase in room revenue for the three months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $1.2 million for the period.  Increases in room revenues at our properties in Wilmington, North Carolina; Philadelphia Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Tampa, Florida; Hampton, Virginia and Atlanta, Georgia, were offset by decreases in room revenue impacted by the change in the performance resulting from our renovation activities at Savannah, Georgia, and the downturn in the oil market in Houston, Texas, as well as, other room revenue decreases at properties in Raleigh, North Carolina and Jeffersonville, Indiana, as compared to the same period in 2015.  

Food and beverage revenues increased approximately $0.9 million, or 11.3%, to approximately $8.4 million for the three months ended September 30, 2016 compared to food and beverage revenues of approximately $7.5 million for the three months ended September 30, 2015.   The increase in food and beverage revenues for the three months ended September 30, 2016 resulted mainly from increases in food and beverage revenues at our properties in Wilmington, North Carolina; Savannah, Georgia; Philadelphia, Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Hollywood Beach, Florida; Jeffersonville, Indiana; Tampa, Florida and Houston, Texas, were offset by decreases in food and beverage revenue at properties in Raleigh, North Carolina; Hampton, Virginia and Atlanta, Georgia, as compared to the same period in 2015.  

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Revenue from other operating departments decreased approximately $0.1 million, or 2.5%, to approximately $2.2 million for the three months ended September 30, 2016 compared to revenue from other operating departments of approximately $2.3 million for the three months ended September 30, 2015.  The decrease in revenue from other operating departments for the three months ended September 30, 2016 resulted mainly from decreases in room revenue impacted by the change in the performance resulting from renovation activities at Savannah, Georgia, and the downturn in the oil market in Houston, Texas.

Hotel Operating Expenses.  Hotel operating expenses, which consist of room expenses, food and beverage expenses, other direct expenses, indirect expenses and management fees, were approximately $28.2 million for the three months ended September 30, 2016, an increase of approximately $2.2 million, or 8.6%, compared to total hotel operating expenses of approximately $26.0 million for the three months ended September 30, 2015.  The increase in hotel operating expenses for the three months ended September 30, 2016 was substantially related to the increase from the acquired property in Hollywood Beach, Florida, accounting for an increase in hotel operating expenses of approximately $1.5 million for the period.   Increases in hotel operating expenses at our properties in Philadelphia, Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Jeffersonville, Indiana; Tampa, Florida and Houston, Texas were offset by reductions in hotel operating expenses at our properties in Wilmington, North Carolina; Savannah, Georgia; Raleigh, North Carolina; Hampton, Virginia and Atlanta, Georgia, as compared to the same period in 2015.

Rooms expense for the three months ended September 30, 2016 increased approximately $0.6 million, or 8.7%, to approximately $7.2 million compared to rooms expense for the three months ended September 30, 2015 of approximately $6.7 million. The increase in rooms expense for the three months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in rooms expense of approximately $0.4 million for the period, as compared to the same period in 2015.

Food and beverage expenses for the three months ended September 30, 2016 increased approximately $0.2 million, or 4.6%, to approximately $5.8 million compared to food and beverage expenses of approximately $5.6 million for the three months ended September 30, 2015.  The increase in food and beverage expenses for the three months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in food and beverage expenses of approximately $0.1 million for the period, and also was impacted by the change in the performance resulting from the downturn in the oil market in Houston, Texas, accounting for an increase in food and beverage expenses of approximately $0.1 million for the period, as compared to the same period in 2015.

Expenses from other operating departments increased approximately $0.2 million, or 30.6%, to approximately $0.6 million for the three months ended September 30, 2016 compared to expenses from other operating departments of approximately $0.5 million for the three months ended September 30, 2015.  The increase in expense from other operating departments for the three months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $0.1 million for the period.

Indirect expenses at our wholly-owned properties for the three months ended September 30, 2016 increased approximately $1.2 million, or 9.4%, to approximately $14.5 million compared to indirect expenses of approximately $13.2 million for the three months ended September 30, 2015.  The increase in indirect expenses for the three months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in indirect expenses of approximately $1.0 million for the period, compared with the three months ended September 30, 2015.

Depreciation and Amortization.  Depreciation and amortization expense for the three months ended September 30, 2016 increased approximately $0.4 million, or 12.3%, to $3.8 million compared to depreciation and amortization of approximately $3.4 million for the three months ended September 30, 2015.  The increase was mostly attributable to increases in the depreciation related to our acquired property in Hollywood Beach, Florida, accounting for increases of approximately $0.4 million for the period.

Corporate General and Administrative.  Corporate general and administrative expenses for the three months ended September 30, 2016 decreased approximately $1.1 million, or 43.9% to approximately $1.4 million compared to corporate general and administrative expenses of approximately $2.4 million for the three months ended September 30, 2015.  The decrease in corporate general and administrative expenses was mainly due to one-time corporate general and administrative expenses during the three month period ending September 30, 2015 including acquisition costs of approximately $0.6 million and a one-time tax penalty of $0.4 million, as well as, additional staffing and related salary increases of approximately $0.2 million, and decreased professional fees of approximately $0.1 million.

Interest Expense.  Interest expense for the three months ended September 30, 2016 increased approximately $0.4 million, or 9.0%, to approximately $4.6 million compared to interest expense of approximately $4.2 million for the three months ended September 30, 2015.  The increase in interest expense for the three months ended September 30, 2016 was substantially related to the

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assumed mortgage loan for the acquired property in Hollywood Beach, Florida, accounting for an increase in interest expense of approximately $0.5 million for the period.

Equity Income (Loss) in Joint Venture.  Equity income in joint venture for the three months ended September 30, 2015 represented our 25.0% share of the net income of the Crowne Plaza Hollywood Beach Resort.  For the three months ended September 30, 2016 and 2015, we realized $0 and $8,174 net income, respectively.  

Loss on Early Debt Extinguishment.  During the three months ended September 30, 2016 we redeemed the entire $27.6 million aggregate principal amount of its outstanding 8% Notes, with accumulated un-amortized loan costs in the amount of $811,395 written off and $276,000 in early termination costs paid, during the period ending September 30, 2016.  In addition, we refinanced a variable rate mortgage loan we had with Fifth Third Bank on the DoubleTree by Hilton Jacksonville Riverfront, with a new variable rate loan from Bank of the Ozarks.  Accumulated un-amortized loan costs in the amount of $74,824 were written off during the period ending September 30, 2015.

Gain on Change in Control.  On July 31, 2015, we acquired from Carlyle the remaining 75% of the entities that own and lease the Crowne Plaza Hollywood Beach Resort.  Due to the increased fair market value of the property for our original 25% we recognized a discounted gain on change in control.  The gain on change in control during the three months ended September 30, 2016 and 2015, was approximately $0 and $6.6 million, respectively.  

Unrealized Loss on Hedging Activities.  As of September 30, 2016, the fair market value of the interest rate cap is $4,414.  The unrealized loss on hedging activities during the three months ended September 30, 2016 and 2015, was $492 and $106,808, respectively.

Income Taxes.  We had an income tax benefit of approximately $0.4 million for the three months ended September 30, 2016 compared to an income tax benefit of approximately $0.5 million for the three months ended September 30, 2015.  The income tax benefit is primarily derived from the operations of our TRS Lessees.  Our TRS Lessees realized an operating loss for the three months ended September 30, 2016 and for the three months ended September 30, 2015.

Net Loss Attributable to the Company.  We realized a net loss attributable to the Company for the three months ended September 30, 2016 of approximately $1.4 million compared to net income of approximately $3.9 million for the three months ended September 30, 2015 as a result of the operating results discussed above.

Distributions to Preferred Shareholders.  During the three month period ending September 30, 2016 we sold 1,610,000 shares of preferred stock which have quarterly dividends payable to those preferred shareholders at a rate of 8% annually.  As of September 30, 2016 and 2015, we accrued $339,889 and $0 as dividends on the shares of preferred stock, respectively.

Comparison of the Nine Months Ended September 30, 2016 to the Nine Months Ended September 30, 2015

Revenue.  Total revenue for the nine months ended September 30, 2016 increased approximately $15.1 million, or 14.9%, to approximately $116.9 million compared to total revenue of approximately $101.8 million for the nine months ended September 30, 2015.  Approximately $12.9 million of the increase relates to the acquisition of our property in Hollywood Beach, Florida in July 2015.  Increases in revenues at our properties in Wilmington, North Carolina; Laurel, Maryland; Jacksonville, Florida; Tampa, Florida; Hampton, Virginia and Atlanta, Georgia, were offset by decreases in revenue impacted by the change in the performance of our Jeffersonville, Indiana property over the weekend of the Kentucky Derby and by renovation activities at Savannah, Georgia, and the downturn in the oil market in Houston, Texas, as well as, a revenue decrease at our property in Raleigh, North Carolina.

Room revenue increased approximately $12.1 million, or 16.8%, to approximately $83.9 million for the nine months ended September 30, 2016 compared to room revenue of approximately $71.8 million for the nine months ended September 30, 2015. The increase in room revenue for the nine months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $9.7 million for the period.  Increases in room revenues at our properties in Wilmington, North Carolina; Philadelphia, Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Tampa, Florida; Hampton, Virginia and Atlanta, Georgia, were offset by decreases in room revenue impacted by the change in the performance of our Jeffersonville, Indiana property over the weekend of the Kentucky Derby and by renovation activities at Savannah, Georgia, and the downturn in the oil market in Houston, Texas, as well as, other room revenue decreases at the property in Raleigh, North Carolina, as compared to the same period in 2015.   In addition, the increase in room revenue for the nine months ended September 30, 2016 resulted from a 6.0% increase in ADR and a 7.0% increase in RevPAR and a 0.9% increase in occupancy, as compared to the same period in 2015.    

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Food and beverage revenues increased approximately $2.4 million, or 9.8%, to approximately $26.2 million for the nine months ended September 30, 2016 compared to food and beverage revenues of approximately $23.9 million for the nine months ended September 30, 2015. The increase in food and beverage revenues for the nine months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $1.8 million for the period.  Increases in food and beverage revenues at our properties in Wilmington, North Carolina; Savannah, Georgia; Laurel, Maryland; Jacksonville, Florida; Jeffersonville, Indiana and Tampa, Florida, were offset by decreases in food and beverage revenue impacted by the downturn in the oil market in Houston, Texas, as well as, other food and beverage revenue decreases at properties in Raleigh, North Carolina; Philadelphia, Pennsylvania; Hampton, Virginia and Atlanta, Georgia, as compared to the same period in 2015.  

Revenue from other operating departments increased approximately $0.7 million, or 11.5%, to approximately $6.8 million for the nine months ended September 30, 2016 compared to revenue from other operating departments of approximately $6.1 million for the nine months ended September 30, 2015. The increase in revenue from other operating departments for the nine months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $0.7 million for the period.

Hotel Operating Expenses.  Hotel operating expenses, which consist of room expenses, food and beverage expenses, other direct expenses, indirect expenses and management fees, were approximately $85.3 million for the nine months ended September 30, 2016, an increase of approximately $11.4 million, or 15.4%, compared to total hotel operating expenses of approximately $73.9 million for the nine months ended September 30, 2015. The increase in hotel operating expenses for the nine months ended September 30, 2016 was substantially related to the increase from the acquired property in Hollywood Beach, Florida, accounting for an increase in hotel operating expenses of approximately $12.1 million for the period, which along with increases in hotel operating expenses from our properties in Wilmington, North Carolina; Philadelphia, Pennsylvania; Laurel, Maryland; Jacksonville, Florida; Tampa, Florida; Hampton, Virginia and Atlanta, Georgia was offset by reductions in hotel operating expenses at our properties in Savannah, Georgia; Raleigh, North Carolina; Jeffersonville, Indiana and Houston, Texas.

Rooms expense for the nine months ended September 30, 2016 increased approximately $2.9 million, or 15.4%, to approximately $21.9 million compared to rooms expense of approximately $19.0 million for the nine months ended September 30, 2015. The increase in rooms expense for the nine months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in rooms expense of approximately $2.3 million for the period.

Food and beverage expenses for the nine months ended September 30, 2016 increased approximately $1.6 million, or 9.5%, to approximately $18.3 million compared to food and beverage expenses of approximately $16.7 million for the nine months ended September 30, 2015. The increase in food and beverage expenses for the nine months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in food and beverage expenses of approximately $1.3 million for the period.

Expenses from other operating departments increased approximately $0.7 million, or 57.6%, to approximately $1.9 million for the nine months ended September 30, 2016 compared to expenses from other operating departments of approximately $1.2 million for the nine months ended September 30, 2015.  The increase in expense from other operating departments for the nine months ended September 30, 2016 resulted mainly from the acquired property in Hollywood Beach, Florida, accounting for an increase of approximately $0.4 million for the period, along with increases at our properties in Philadelphia, Pennsylvania and Jacksonville, Florida.

Indirect expenses at our wholly-owned properties were approximately $43.2 million for the nine months ended September 30, 2016, an increase of approximately $6.2 million, or 16.7%, compared to indirect expenses of approximately $37.0 million for the nine months ended September 30, 2015. The increase in indirect expenses for the nine months ended September 30, 2016 was substantially related to the acquired property in Hollywood Beach, Florida, accounting for an increase in indirect expenses of approximately $5.1 million for the period, compared with the nine months ended September 30, 2015, along with increased property taxes at our properties in Savannah, Georgia and Atlanta, Georgia by approximately $0.4 million and increased sales and marketing expenses by approximately $0.9 million at our properties in Wilmington, North Carolina; Philadelphia, Pennsylvania;Laurel, Maryland; Jacksonville, Florida; Tampa, Florida and Atlanta, Georgia.

Depreciation and Amortization.  Depreciation and amortization expense for the nine months ended September 30, 2016 increased approximately $1.7 million, or 17.5%, to $11.3 million compared to depreciation and amortization of approximately $9.6 million for the nine months ended September 30, 2015. The increase was mostly attributable to increases in the depreciation related to our acquired property in Hollywood Beach, Florida, accounting for increases of approximately $1.3 million for the period.

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Corporate General and Administrative.  Corporate general and administrative expenses for the nine months ended September 30, 2016 decreased approximately $1.0 million, or 19.5%, to approximately $4.3 million compared to corporate general and administrative expenses of approximately $5.4 million, for the nine months ended September 30, 2015.  The decrease in corporate general and administrative expenses was mainly due to one-time corporate general and administrative expenses during the nine month period ending September 30, 2015 including acquisition costs of approximately $0.6 million and a one-time tax penalty of $0.4 million, as well as, additional staffing and related salary increases of approximately $0.2 million, and decreased professional fees of approximately $0.1 million.

Interest Expense.  Interest expense for the nine months ended September 30, 2016 increased approximately $2.0 million, or 17.0%, to approximately $13.9 million compared to interest expense of approximately $11.9 million for the nine months ended September 30, 2015. The increase in interest expense for the nine months ended September 30, 2016 was substantially related to the assumed mortgage loan for the acquired property in Hollywood Beach, Florida, accounting for an increase in interest expense of approximately $1.6 million for the period, as compared to the same period in 2015.

Equity Income in Joint Venture.  Equity income in joint venture for the nine months ended September 30, 2015 represented our 25.0% share of the net income of the Crowne Plaza Hollywood Beach Resort.  For the nine months ended September 30, 2016 and 2015, we realized approximately $0 and $0.5 million net income, respectively.  

Loss on Early Debt Extinguishment.  During the nine months ended September 30, 2016 we refinanced a fixed rate mortgage loan, we had with the C-1 Bank on the Crowne Plaza Tampa Westshore, with a new fixed rate loan from Fifth Third Bank.  The amount of accumulated un-amortized loan costs of $40,236 was written off during the period ending September 30, 2016.  We also refinanced a fixed rate mortgage loan we had with the MONY Life Insurance Co. on the Hilton Savannah Desoto, writing off loan costs of $30,057. Lastly we redeemed the entire $27.6 million aggregate principal amount of its outstanding 8% Notes, with accumulated un-amortized loan costs in the amount of $811,395 written off and $276,000 in early termination costs paid during the period ending September 30, 2016. During the nine months ended September 30, 2015 we refinanced a variable rate mortgage loan, we had with the Bank of the Ozarks on The Georgian Terrace, with a new fixed rate loan from Bank of America.  In addition, we refinanced a variable rate mortgage loan, we had with Fifth Third Bank on the DoubleTree by Hilton Jacksonville Riverfront, with a new variable rate loan from Bank of the Ozarks.  Accumulated un-amortized loan costs in the amount of $75,324 were written off during the period ending September 30, 2015.  

Loss on Disposal of Assets.  During the nine months ended September 30, 2016, we recorded a loss on disposal of assets of $329,461, compared to 201,835 loss on disposal of assets for the nine months ended September 30, 2015.

Unrealized Loss on Hedging Activities.  As of September 30, 2016, the fair market value of the interest rate cap, on the DoubleTree by Hilton Jacksonville Riverfront mortgage, is $4,414.  The unrealized loss on hedging activities during the nine months ended September 30, 2016 and 2015, was $66,567 and $106,808, respectively.

Gain on Involuntary Conversion of Asset.  During the nine months ended September 30, 2015, we recorded a gain on involuntary conversion of asset in the amount of $32,433, compared to no gain on involuntary conversion of asset for the nine months ended September 30, 2016.

Gain on Change in Control.  On July 31, 2015, we acquired from Carlyle the remaining 75% of the entities that own and lease the Crowne Plaza Hollywood Beach Resort.  Due to the increased fair market value of the property for our original 25% we recognized a discounted gain on change in control.  The gain on change in control during the nine months ended September 30, 2016 and 2015, was approximately $0 and $6.6 million, respectively.  

Income Taxes.  We had an income tax benefit of approximately $0.3 million for the nine months ended September 30, 2016 compared to an income tax provision of approximately $3,255 for the nine months ended September 30, 2015.  The income tax benefit is primarily derived from the operations of our TRS Lessee.  Our TRS Lessee realized a taxable operating loss for the nine months ended September 30, 2016 and 2015, respectively.

Net Income (Loss) Attributable to the Company.  We realized net income attributable to the Company of approximately $0.9 million for the nine months ended September 30, 2016 compared to a net income attributable to the Company of approximately $5.9 million for the nine months ended September 30, 2015, as a result of the operating results discussed above.

Distributions to Preferred Shareholders.  During the nine month period ending September 30, 2016 we sold 1,610,000 shares of preferred stock which have quarterly dividends payable to those preferred shareholders at a rate of 8% annually.  As of September 30, 2016 and 2015, we accrued $339,889 and $0 as dividends on the preferred stock, respectively.

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Non-GAAP Financial Measures

We consider FFO, Adjusted FFO and Hotel EBITDA, all of which are non-GAAP financial measures, to be key supplemental measures of our performance and could be considered along with, not alternatives to, net income (loss) as a measure of our performance.  These measures do not represent cash generated from operating activities determined by generally accepted accounting principles (“GAAP”) or amounts available for our discretionary use and should not be considered alternative measures of net income, cash flows from operations or any other operating performance measure prescribed by GAAP.

FFO and Adjusted FFO.  Industry analysts and investors use FFO as a supplemental operating performance measure of an equity REIT.  FFO is calculated in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  FFO, as defined by NAREIT, represents net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures.  Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time.  Since real estate values instead have historically risen or fallen with market conditions, many investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by itself.

We consider FFO to be a useful measure of adjusted net income (loss) for reviewing comparative operating and financial performance because we believe FFO is most directly comparable to net income (loss), which remains the primary measure of performance, because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies.  Although FFO is intended to be a REIT industry standard, other companies may not calculate FFO in the same manner as we do, and investors should not assume that FFO as reported by us is comparable to FFO as reported by other REITs.

We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO, including changes in deferred income taxes, any unrealized gain (loss) on its hedging instruments or warrant derivative, loan impairment losses, losses on early extinguishment of debt, aborted offering costs, franchise termination costs, loan modification fees, costs associated with the departure of executive officers, litigation settlement, over-assessed real estate taxes on appeal, change in control gains or losses and acquisition transaction costs.

We exclude these items as we believe it allows for meaningful comparisons between periods and among other REITs and is more indicative of the on-going performance of our business and assets.  Our calculation of Adjusted FFO may be different from similar measures calculated by other REITs.

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The following is a reconciliation of net income to FFO and Adjusted FFO for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net income/(loss) attributable to the common    shareholders	$	(1,716,234	)	$	3,872,394		$	527,971		$	5,878,836
Add: Net income/(loss) attributable to the    noncontrolling interest		(172,846	)		764,250			106,377			1,230,773
Depreciation and amortization		3,790,872			3,374,209			11,260,987			9,583,506
Equity in depreciation and amortization of    joint venture		—			37,034			—			259,279
Gain on involuntary conversion of asset		—			—			—			(32,433	)
Gain on change in control		—			(6,560,958	)		—			(6,560,958	)
Loss on disposal of assets		189,267			207,235			329,461			201,835
FFO	$	2,091,059		$	1,694,164		$	12,224,796		$	10,560,838
Increase (decrease) in deferred income taxes		(448,574	)		(824,973	)		(456,188	)		(416,169	)
Acquisition costs		—			622,973			—			622,973
Loss on early debt extinguishment		1,087,395			74,824			1,157,688			772,907
Loan modification fees		—			—			30,057			—
Loss on hedging activities		492			106,808			66,567			106,808
Adjusted FFO attributed to common    shareholders	$	2,730,372		$	1,673,796		$	13,022,920		$	11,647,357
Weighted average number of shares    outstanding, basic and diluted		14,949,651			14,247,671			14,897,595			11,884,110
Weighted average number of    non-controlling units		1,778,140			2,368,218			1,825,962			2,444,783
Weighted average number of shares and    units outstanding, basic and diluted		16,727,791			16,615,889			16,723,557			14,328,893
FFO per share and unit	$	0.13		$	0.10		$	0.73		$	0.74
Adjusted FFO per share and unit	$	0.16		$	0.10		$	0.78		$	0.81

Hotel EBITDA.  We define Hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax provision or benefit, (4) equity in the income or loss of equity investees, (5) unrealized gains and losses on derivative instruments not included in other comprehensive income, (6) gains and losses on disposal of assets, (7) realized gains and losses on investments, (8) impairment of long-lived assets or investments, (9) loss on early debt extinguishment, (10) gains or losses on change in control, (11) corporate general and administrative expense, (12) depreciation and amortization, (13) gains and losses on involuntary conversions of assets and (14) other operating revenue not related to our wholly-owned portfolio.  We believe this provides a more complete understanding of the operating results over which our wholly-owned hotels and its operators have direct control.  We believe Hotel EBITDA provides investors with supplemental information on the on-going operational performance of our hotels and the effectiveness of third-party management companies operating our business on a property-level basis.

Our calculation of Hotel EBITDA may be different from similar measures calculated by other REITs.

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The following is a reconciliation of net income to Hotel EBITDA for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net income/(loss) attributable to the common    shareholders	$	(1,716,234	)	$	3,872,394		$	527,971		$	5,878,836
Add: Net income/(loss) attributable to the    noncontrolling interest		(172,846	)		764,250			106,377			1,230,773
Interest expense		4,626,333			4,245,679			13,872,129			11,860,649
Interest income		(44,485	)		(15,480	)		(63,523	)		(40,888	)
Income tax provision		(385,145	)		(513,505	)		(308,398	)		3,255
Depreciation and amortization		3,790,872			3,374,209			11,260,987			9,583,506
Equity in interest, depreciation and    amortization of joint venture		—			92,844			—			640,188
Loss on early debt extinguishment		1,087,395			74,824			1,157,688			772,907
Loss on disposal of assets		189,267			207,235			329,461			201,835
Gain on involuntary conversion of asset		—			—			—			(32,433	)
Distributions to preferred shareholders		339,889			—			339,889			—
EBITDA		7,715,046			12,102,450			27,222,581			30,098,628
Acquisition costs		—			622,973			—			622,973
Adjusted EBITDA		7,715,046			12,725,423			27,222,581			30,721,601
Corporate general and administrative		1,367,848			1,814,455			4,331,896			4,756,059
Equity in Adjusted EBITDA of joint venture		—			(101,017	)		—			(1,147,078	)
Unrealized loss on hedging activities		492			106,808			66,567			106,808
Gain on change in control		—			(6,560,958	)		—			(6,560,958	)
Other fee income		—			(21,913	)		—			(200,976	)
Hotel EBITDA	$	9,083,386		$	7,962,798		$	31,621,044		$	27,675,456

Sources and Uses of Cash

Operating Activities. Our principal source of cash to meet our operating requirements, including distributions to unitholders and stockholders as well as debt service (excluding debt maturities), is the operations of our hotels.  Cash flow provided by operating activities for the nine months ended September 30, 2016 was approximately $15.3 million.  We had an increase in cash provided by operating activities for the nine months ended September 30, 2016 of approximately $6.0 million, compared to the nine months ended September 30, 2015.  The increase is mainly attributable to a net increase in adjustments to reconcile net income to net cash provided by operating activities of approximately $3.0 million and a net increase of changes in assets and liabilities of approximately $3.0 million.  We expect that cash on hand and the net cash provided by operations will be adequate to fund our continuing operations, monthly and quarterly scheduled payments of principal and interest (excluding any balloon payments due upon maturity of a debt) and the payment of common and preferred dividends (distributions) to the Company’s stockholders (and unitholders of the Operating Partnership) in accordance with federal income tax laws which require us to make annual distributions, as “qualifying distributions,” to the Company’s stockholders of at least 90% of its REIT taxable income (determined without regard to the dividends-paid deduction and by excluding its net capital gains, and reduced by certain non-cash items).

Investing Activities.  During the nine months ended September 30, 2016, we used approximately $11.2 million on capital expenditures, of which, approximately $4.2 million related to the routine replacement of furniture, fixtures and equipment and $7.0 million related to renovation of our properties in Laurel, Maryland; Atlanta, Georgia; Houston, Texas and Savannah, Georgia.  We also contributed approximately $4.0 million during the nine months ended September 30, 2016 into reserves required by the lenders for ten of our hotels according to the provisions of their respective loan agreements.  During the nine months ended September 30, 2016, we received reimbursements from those reserves of approximately $6.3 million for capital expenditures related to those properties and proceeds from the sale of assets of $0.2 million.

Financing Activities. Cash flow provided by financing activities for the nine months ended September 30, 2016 was approximately $8.3 million.  This inflow was comprised of net proceeds (after all expenses) from our preferred stock offering of approximately $37.8 million, offset by net proceeds on mortgage loans of approximately $3.8 million, redemption of the 8%

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unsecured loans of $27.6 million, dividend and distribution payments of approximately $4.3 million and payments of deferred financing costs of approximately $1.5 million.

Capital Expenditures

We anticipate that our need for recurring capital expenditures for the replacement and refurbishment of furniture, fixtures and equipment over the next 12 to 24 months will be at historical norms for our properties and the industry.  Historically, we have aimed to maintain overall capital expenditures, except for those required by our franchisors as a condition to a franchise license or license renewal, at 4.0% of gross revenue.  Below is a description of capital expenditures by property:

• At the Company’s hotel in Atlanta, Georgia, an estimated $7.0 million guestroom renovation is complete.    

• At the Company’s hotel in Savannah, Georgia, renovations of the guestrooms and public spaces totaling an estimated $8.2 million are underway.  As of September 30, 2016, the Company had incurred costs totaling approximately $3.9 million toward this renovation.  Renovations are expected to be completed in August 2017.  

Given our desire to continue renovations in Savannah, Georgia, we aim to restrict all other capital expenditures at this hotel during the renovation period to the replacement of broken or damaged furniture and equipment and the acquisition of items mandated by our licensor that are necessary to maintain our brand affiliation.  We anticipate that capital expenditures for the replacement and refurbishment of furniture, fixtures and equipment that are not related to these renovation activities to total 2.50% to 3.00% of gross revenues in 2016.

We expect a substantial portion of our capital expenditures for the recurring replacement or refurbishment of furniture, fixtures and equipment at our properties will be funded by our replacement reserve accounts, other than costs that we incur to make capital improvements required by our franchisors.  Reserve accounts are escrowed accounts with funds deposited monthly and reserved for capital improvements or expenditures with respect to all of our hotels.  We currently deposit an amount equal to 4.0% of gross revenue for the Hilton Savannah DeSoto, the Hilton Wilmington Riverside, the Crowne Plaza Hampton Marina, the DoubleTree by Hilton Raleigh Brownstone-University, the Sheraton Louisville Riverside, The Whitehall, the DoubleTree by Hilton Jacksonville Riverfront, the Crowne Plaza Hollywood Beach Resort and The Georgian Terrace as well as 4.0% of room revenues for the DoubleTree by Hilton Philadelphia Airport on a monthly basis.

Liquidity and Capital Resources

As of September 30, 2016, we had total cash of approximately $32.3 million, of which approximately $26.4 million was in cash and cash equivalents and approximately $5.9 million was restricted for real estate taxes, insurance, capital improvement and certain other expenses, or otherwise restricted.  We expect that our cash on hand combined with our cash flow from the operations of our hotels should be adequate to fund continuing operations, recurring capital expenditures for the refurbishment and replacement of furniture, fixtures and equipment, and monthly and quarterly scheduled payments of principal and interest (excluding any balloon payments due upon maturity of the indentures or mortgage debt).

On June 27, 2016, we entered into a promissory note and other loan documents to secure a $35.0 million mortgage on the Hilton Savannah DeSoto with MONY Life Insurance Company.  The loan has a maturity date of July 1, 2026.

On June 30, 2016, we entered into a loan agreement and other loan documents, including a guaranty of payment by the Operating Partnership, to secure a $19.0 million mortgage on the Crowne Plaza Tampa Westshore with Fifth Third Bank.  The loan has an initial term of three years with a maturity on July 1, 2019, and may be extended for two additional periods of one year each, subject to certain conditions.

On August 23, 2016, the Company issued 1,610,000 shares, $0.01 par value per share, of its 8% Series B Cumulative Redeemable Perpetual Preferred Stock for net proceeds after all expenses of approximately $37.8 million, which it contributed to the Operating Partnership for an equivalent number of preferred units.

On September 30, 2016, the Operating Partnership redeemed the entire $27.6 million aggregate principal amount of its outstanding 8% Notes.

On October 6, 2016, we entered into a purchase and sale agreement to sell the Crowne Plaza Hampton Marina, which is subject to customary closing conditions.

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On October 12, 2016, we entered into a loan agreement to secure a $20.5 million mortgage on The Whitehall with International Bank of Commerce.  Pursuant to the loan documents, the loan: provides initial proceeds of $15.0 million, with an additional $5.5 million available upon the satisfaction of certain conditions, has a term of five years, bears a floating interest rate of the 30-day LIBOR plus 3.5%, subject to a floor rate of 4.0%, amortizes on an 18-year schedule after a 2-year interest only period, is subject to prepayment fees, and is guaranteed by Sotherly Hotels LP.

On November 3, 2016,we entered into a loan agreement to refinance the mortgage on the Sheraton Louisville Riverside with Symetra Life Insurance Company.  Pursuant to the loan documents, the loan: provides proceeds of $12.0 million, has a maturity date of December 1, 2026, bears a fixed interest rate of 4.27% for the first 5 years of the loan with an option for the lender to reset that rate after 5 years, amortizes on a 25-year schedule, is subject to prepayment fees, and is guaranteed by Sotherly Hotels LP at 50% of the unpaid principal balance, interest, and other amounts owed.

On November 3, 2016, we entered into a loan agreement to modify and extend the $2.6 million mortgage on the Crowne Plaza Hampton Marina with TowneBank.  Pursuant to the amended loan documents, the loan:  continues to bear a fixed interest rate of 5.00%, has a maturity date of November 1, 2019, and beginning on December 1, 2016 requires monthly principal payments of $15,367 plus accrued unpaid interest.

On September 14, 2016, we entered into an agreement to purchase the commercial unit of the Hyde Resort & Residences, a condominium hotel under development in the Hollywood, Florida market, for a price of $4.25 million from 4111 South Ocean Drive, LLC.  The agreement also includes the Company’s purchase of certain inventories consistent with the management and operation of the hotel and the related condominium association for an additional price of approximately $0.47 million.  In connection with the closing under the agreement, the Company intends to enter into a lease agreement for the 400-space parking garage and meeting rooms associated with the hotel, a management agreement relating to the operation and management of the hotel condominium association, and a pre-opening services agreement whereby the seller will pay the Company a fee of $0.75 million in connection with certain pre-opening preparations.  The closing of the transaction is subject to various closing conditions as described in the agreement and is expected to close in January 2017.

Prior to August 2018, our only maturity debt obligation is mortgage on the Hilton Wilmington Riverside which matures on April 1, 2017.  We anticipate refinancing the indebtedness prior to the maturity date.

We will need to, and plan to, renew, replace or extend our existing indebtedness prior to their respective maturity dates.  We are uncertain whether we will be able to refinance these obligations or if refinancing terms will be favorable.  If we are unable to obtain alternative or additional financing arrangements in the future, or if we cannot obtain financing on acceptable terms, we may be forced to dispose of hotel properties on disadvantageous terms.  To the extent we cannot repay our outstanding debt, we risk losing some or all of these properties to foreclosure and we could be required to invoke insolvency proceedings including, but not limited to, commencing a voluntary case under the U.S. Bankruptcy Code.

We intend to continue to invest in hotel properties as suitable opportunities arise. The success of our acquisition strategy depends, in part, on our ability to access additional capital through other sources. There can be no assurance that we will continue to make investments in properties that meet our investment criteria. Additionally, we may choose to dispose of certain hotels as a means to provide liquidity.

We expect to meet our liquidity requirements for hotel property acquisitions, property redevelopment, investments in new joint ventures and debt maturities, which include the repayment of the 7% Notes (which are callable after November 15, 2017) and the retirement of maturing mortgage debt, through net proceeds from additional issuances of common shares, additional issuances of preferred shares, issuances of units of limited partnership interest in our Operating Partnership, secured and unsecured borrowings, as well as the selective disposition of non-core assets.  We remain committed to a flexible capital structure and strive to maintain prudent debt leverage.

Financial Covenants

Mortgage Loans

Our mortgage loan agreements contain various financial covenants.  Failure to comply with these financial covenants could result from, among other things, changes in the local competitive environment, general economic conditions and disruption caused by renovation activity or major weather disturbances.

If we violate the financial covenants contained in these agreements, we may attempt to negotiate waivers of the violations or amend the terms of the applicable mortgage loan agreement with the lender; however, we can make no assurance that we would be

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successful in any such negotiation or that, if successful in obtaining waivers or amendments, such waivers or amendments would be on attractive terms.  Some mortgage loan agreements provide alternate cure provisions which may allow us to otherwise comply with the financial covenants by obtaining an appraisal of the hotel, prepaying a portion of the outstanding indebtedness or by providing cash collateral until such time as the financial covenants are met by the collateralized property without consideration of the cash collateral.  Alternate cure provisions which include prepaying a portion of the outstanding indebtedness or providing cash collateral may have a material impact on our liquidity.

If we are unable to negotiate a waiver or amendment or satisfy alternate cure provisions, if any, or unable to meet any alternate cure requirements and a default were to occur, we would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financing.

Under the terms of our non-recourse secured mortgage loan agreements, failure to comply with the financial covenants in the loan agreement triggers cash flows from the property to be directed to the lender, which may limit our overall liquidity as that cash flow would not be available to us.

As of September 30, 2016, we were in compliance with all debt covenants, current on all loan payments and not otherwise in default under any of our mortgage loans. With regard to the mortgage loan on The Whitehall, we made a principal payment in the amount of approximately $6.4 million during the fiscal quarter ended September 30, 2016, to bring the loan in compliance with its Debt Service Coverage Ratio covenant.  The mortgage loan was then refinanced as described in the “Subsequent Events” section.

Unsecured Notes

The indenture for the 7% Notes contains certain covenants and restrictions that require us to meet certain financial ratios.  We are not permitted to incur any Debt (other than intercompany Debt), as defined in the indentures, if, immediately after giving effect to the incurrence of such Debt and to the application of the proceeds thereof, the ratio of the aggregate principal amount of all outstanding Debt to Adjusted Total Asset Value, as defined in the indentures, would be greater than 0.65 to 1.0.  In addition, we are not permitted to incur any Debt if the ratio of Stabilized Consolidated Income Available for Debt Service to Stabilized Consolidated Interest Expense, both as defined in the indentures, on the date on which such additional Debt is to be incurred, on a pro-forma basis, after giving effect to the incurrence of such Debt and to the application of the proceeds thereof, would be less than 1.50 to 1.0.

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These financial measures are not calculated in accordance with GAAP and are presented below for the sole purpose of evaluating our compliance with the key financial covenants as they were applicable at September 30, 2016 and December 31, 2015, respectively.

	September 30,			December 31,
	2016			2015
Ratio of Stabilized Consolidated Income Available    for Debt Service to Stabilized Consolidated    Interest Expense
Net income/(loss)(1)	$	262,277		$	6,397,653
Interest expense(1)		18,527,311			16,515,827
Loss on early debt extinguishment		1,157,688			772,907
Unrealized loss on hedging activities		68,577			108,819
Gain on change in control		(42,191	)		(6,603,148	)
Gain on involuntary conversion		32,433			-
Gain on disposal of assets		86,190			(41,435	)
Provision for taxes(1)		(1,647,686	)		(1,336,033	)
Equity in income of joint venture(1)		31,377			(475,514	)
Impairment of investment in hotel properties, net(1)		500,000			500,000
Depreciation and amortization(1)		15,268,977			13,591,495
Corporate general and administrative expenses(1)		6,221,120			7,268,256
Consolidated income available for debt service(1)		40,466,073			36,698,827
Less: income of non-stabilized assets(1) (2)		(11,741,227	)		(16,284,975	)
Stabilized Consolidated Income Available for    Debt Service(1) (2)	$	28,724,846		$	20,413,852
Interest expense(1)	$	18,803,311		$	16,515,827
Amortization of issuance costs(1)		(1,247,296	)		(1,300,032	)
Consolidated interest expense(1)		17,556,015			15,215,795
Less: interest expense of non-stabilized assets(1) (2)		(3,329,186	)		(5,295,224	)
Stabilized Consolidated Interest Expense(1) (2)	$	14,226,829		$	9,920,571
Ratio of Stabilized Consolidated Income Available    for Debt Service to Stabilized Consolidated    Interest Expense		2.02			2.06
Threshold Ratio Minimum		1.50			1.50
Ratio of Debt to Adjusted Total Asset Value:
Mortgage loans	$	272,984,165		$	271,977,944
Unsecured notes		25,300,000			52,900,000
Total debt	$	298,284,165		$	324,877,944
Stabilized Consolidated Income Available for    Debt Service(1) (2)	$	28,724,846		$	20,413,852
Capitalization rate		7.5	%		7.5	%
		382,997,947			272,184,693
Non-stabilized assets		160,100,000			305,255,698
Total cash		32,298,763			17,287,754
Adjusted Total Asset Value	$	575,396,710		$	594,728,145
Ratio of Debt to Adjusted Total Asset Value		0.52			0.55
Threshold Ratio Maximum		0.65			0.65

(1) Represents the four preceding calendar quarters.

(2) As permitted by the indenture, the DoubleTree by Hilton Philadelphia Airport, DoubleTree by Hilton Laurel, DoubleTree by Hilton Jacksonville Riverfront and The Whitehall, for the period ended September 30, 2016, and the DoubleTree by Hilton Philadelphia Airport, DoubleTree by Hilton Laurel, DoubleTree by Hilton Jacksonville Riverfront, Crowne Plaza Hollywood Beach Resort, and The White Hall, for the period ended December 31, 2015, are considered non-stabilized assets for purposes of the financial covenants.

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Dividend Policy

We intend to continue to declare quarterly distributions to our stockholders.  The amount of future common stock (and Operating Partnership unit) distributions will be based upon quarterly operating results, general economic conditions, requirements for capital improvements, the availability of debt and equity capital, the Internal Revenue Code’s annual distribution requirements and other factors, which the Company’s board of directors deems relevant.  The amount, timing and frequency of distributions will be authorized by the Company’s board of directors and declared by us based upon a variety of factors deemed relevant by our directors, and no assurance can be given that our distribution policy will not change in the future.

In January 2016, we increased the quarterly dividend (distribution) to $0.085 per common share (and unit).

In April 2016, we increased the quarterly dividend (distribution) to $0.09 per common share (and unit).

In July 2016, we increased the quarterly dividend (distribution) to $0.095 per common share (and unit).

Off-Balance Sheet Arrangements

Through a joint venture with a Carlyle subsidiary, until July 30, 2015 we owned a 25.0% indirect, noncontrolling interest in an entity that acquired the 311-room Crowne Plaza Hollywood Beach Resort in Hollywood Beach, Florida in 2007.  Pursuant to the joint venture, we had the right to receive a pro rata share of operating surpluses and we had an obligation to fund our pro rata share of operating shortfalls.  We also had the opportunity to earn an incentive participation in the net proceeds realized from the sale of the hotel based upon the achievement of certain overall investment returns, in addition to our pro rata share of net sale proceeds.  The Crowne Plaza Hollywood Beach Resort was leased to another entity in which we also owned a 25.0% indirect, noncontrolling interest.

Carlyle owned a 75.0% controlling interest in the entities that own and lease the Crowne Plaza Hollywood Beach Resort.  Carlyle had the right to dispose of the Crowne Plaza Hollywood Beach Resort without our consent.  We accounted for our noncontrolling 25.0% interest in all of these entities under the equity method of accounting.

On July 31, 2015, indirect subsidiaries of the Operating Partnership acquired from Carlyle the remaining 75.0% interest in the entities that own and lease 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.  The property was refinanced on September 28, 2015 and is encumbered by a $60.0 million mortgage which matures in September 2025 and requires monthly payments of interest at a rate of 4.913%. The Crowne Plaza Hollywood Beach Resort secures the mortgage.

Inflation

We generate revenues primarily from lease payments from our TRS Lessees and net income from the operations of our TRS Lessees. Therefore, we rely primarily on the performance of the individual properties and the ability of the management company to increase revenues and to keep pace with inflation.  Operators of hotels, in general, possess the ability to adjust room rates daily to keep pace with inflation.  However, competitive pressures at some or all of our hotels may limit the ability of the management company to raise room rates.

Our expenses, including hotel operating expenses, administrative expenses, real estate taxes and property and casualty insurance are subject to inflation. These expenses are expected to grow with the general rate of inflation, except for energy, liability insurance, property and casualty insurance, property tax rates, employee benefits, and some wages, which are expected to increase at rates higher than inflation.

Geographic Concentration and Seasonality

Our hotels are located in Florida, Georgia, Indiana, Maryland, North Carolina, Pennsylvania, Texas and Virginia.  As a result, we are particularly susceptible to adverse market conditions in these geographic areas, including industry downturns, relocation of businesses and any oversupply of hotel rooms or a reduction in lodging demand.  Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could materially and adversely affect us.

The operations of our hotel properties have historically been seasonal.  The months of April and May are traditionally strong, as is October.  The periods from mid-November through mid-February are traditionally slow with the exception of hotels located in certain markets, namely Florida and Texas, which experience significant room demand during this period.

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Critical Accounting Policies

The critical accounting policies are described below.  We consider these policies critical because they involve difficult management judgments and assumptions, are subject to material change from external factors or are pervasive, and are significant to fully understand and evaluate our reported financial results.

Investment in Hotel Properties. Hotel properties are stated at cost, net of any impairment charges, and are depreciated using the straight-line method over an estimated useful life of 7-39 years for buildings and improvements and 3-10 years for furniture and equipment.  In accordance with generally accepted accounting principles, the controlling interests in hotels comprising our accounting predecessor, MHI Hotels Services Group, and noncontrolling interests held by the controlling holders of our accounting predecessor in hotels acquired from third parties, which were contributed to us in connection with the Company’s initial public offering, are recorded at historical cost basis.  Noncontrolling interests in those entities that comprise our accounting predecessor and the interests in hotels, other than those held by the controlling members of our accounting predecessor, acquired from third parties are recorded at fair value at the time of acquisition.

We review our hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable.  Events or circumstances that may cause us to perform our review include, but are not limited to, adverse changes in the demand for lodging at our properties due to declining national or local economic conditions and/or new hotel construction in markets where our hotels are located.  When such conditions exist, management performs a recoverability analysis to determine if the estimated undiscounted future cash flows from operating activities and the estimated 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 a hotel property, an adjustment to reduce the carrying value to the related hotel property’s estimated fair market value would be recorded and an impairment loss is recognized.

There were no charges for impairment of hotel properties recorded for the nine months ended September 30, 2016.

In performing the recoverability analysis, we project future operating cash flows based upon significant assumptions regarding growth rates, occupancy, room rates, economic trends, property-specific operating costs and future capital expenditures required to maintain the hotel in its current operating condition.  We also project cash flows from the eventual disposition of the hotel based upon various factors including property-specific capitalization rates, ratio of selling price to gross hotel revenues and the selling price per room.

Revenue Recognition.  Hotel revenues, including room, food, beverage and other hotel revenues, are recognized as the related services are delivered. We generally consider accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If we determine that amounts are uncollectible, which would generally be the result of a customer’s bankruptcy or other economic downturn, such amounts will be charged against operations when that determination is made.  Revenues are reported net of occupancy and other taxes collected from customers and remitted to governmental authorities. Receivables for amounts earned under various contracts are subject to audit.

Income Taxes. We record a valuation allowance to reduce deferred tax assets to an amount that we believe is more likely than not to be realized.  Due to our history of earnings without expiration of loss carryforwards coupled with expected future taxable income of our TRS Lessees, we have not recorded a valuation allowance to reduce our net deferred tax asset as of September 30, 2016.  In conjunction with our ongoing analysis, should negative evidence be identified to suggest that the recoverability of our deferred tax assets no longer remains more likely than not, we would record an adjustment to the net deferred tax asset in the period such determination was made.

Recent Accounting Pronouncements

For a summary of recently adopted and newly issued accounting pronouncements, please refer to the Recent Accounting Pronouncements section of Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements.

Forward Looking Statements

Information included and incorporated by reference in this Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our current strategies, expectations, and future plans are generally identified by our use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,”

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“anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward-looking.  All statements regarding our expected financial position, business and financing plans are forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

• national and local economic and business conditions that affect occupancy rates and revenues at our hotels and the demand for hotel products and services;

• risks associated with the hotel industry, including competition, increases in wages, energy costs and other operating costs;

• the magnitude and sustainability of the economic recovery in the hospitality industry and in the markets in which we operate;

• the availability and terms of financing and capital and the general volatility of the securities markets;

• risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements and, if necessary, to refinance or seek an extension of the maturity of such indebtedness or modify such debt agreements;

• management and performance of our hotels;

• risks associated with maintaining our system of internal controls;

• risks associated with the conflicts of interest of the Company’s officers and directors;

• risks associated with redevelopment and repositioning projects, including delays and cost overruns;

• supply and demand for hotel rooms in our current and proposed market areas;

• risks associated with our ability to maintain our franchise agreements with our third party franchisors;

• our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations;

• our ability to successfully expand into new markets;

• legislative/regulatory changes, including changes to laws governing taxation of REITs;

• the Company’s ability to maintain its qualification as a REIT; and

• our ability to maintain adequate insurance coverage.

Additional factors that could cause actual results to vary from our forward-looking statements are set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission.

These risks and uncertainties should be considered in evaluating any forward-looking statement contained in this report or incorporated by reference herein.  All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document.  All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section.  We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report, except as required by law.  In addition, our past results are not necessarily indicative of our future results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The effects of potential changes in interest rates are discussed below.  Our market risk discussion includes “forward-looking statements” and represents an estimate of possible changes in fair value or future earnings that could occur assuming hypothetical future movements in interest rates.  These disclosures are not precise indicators of expected future losses, but only indicators of reasonably possible losses.  As a result, actual future results may differ materially from those presented.  The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

To meet in part our long-term liquidity requirements, we will borrow funds at a combination of fixed and variable rates.  Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs.  From time to time we may enter into interest rate hedge contracts such as collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments.  We do not intend to hold or issue derivative contracts for trading or speculative purposes.

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As of September 30, 2016, we had approximately $231.6 million of fixed-rate debt and approximately $66.6 million of variable-rate debt.  The weighted-average interest rate on the fixed-rate debt was 5.11%.  A change in market interest rates on the fixed portion of our debt would impact the fair value of the debt, but have no impact on interest incurred or cash flows.  Our variable-rate debt is exposed to changes in interest rates, specifically the changes in 1-month LIBOR.  However, to the extent that 1-month LIBOR does not exceed the 1-month LIBOR floor on the mortgage on the DoubleTree by Hilton Philadelphia Airport of 0.50%, a portion of our variable-rate debt would not be exposed to changes in interest rates.   Assuming that the aggregate amount outstanding on the mortgages on the DoubleTree by Hilton Philadelphia Airport, the DoubleTree by Hilton Jacksonville Riverfront and on the Crowne Plaza Tampa Westshore remain at approximately $66.6 million, the balance at September 30, 2016, the impact on our annual interest incurred and cash flows of a one percent increase in 1-month LIBOR would be approximately $0.7 million.

As of December 31, 2015, we had approximately $272.6 million of fixed-rate debt and approximately $52.3 million of variable-rate debt.  The weighted-average interest rate on the fixed-rate debt was 5.58%.  A change in market interest rates on the fixed portion of our debt would impact the fair value of the debt, but have no impact on interest incurred or cash flows.  Our variable-rate debt is exposed to changes in interest rates, specifically the changes in 1-month LIBOR.  However, to the extent that 1-month LIBOR does not exceed the 1-month LIBOR floor on the mortgage on the DoubleTree by Hilton Philadelphia Airport of 0.50%, a portion of our variable-rate debt would not be exposed to changes in interest rates.   Assuming that the aggregate amount outstanding on the mortgage on the DoubleTree by Hilton Philadelphia Airport and the mortgage on the DoubleTree by Hilton Jacksonville Riverfront remains at approximately $52.2 million, the balance at December 31, 2015, the impact on our annual interest incurred and cash flows of a one percent increase in 1-month LIBOR would be approximately $0.5 million.

Item 4. Controls and Procedures

Sotherly Hotels Inc.

Disclosure Controls and Procedures

The Company’s management, under the supervision and participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act), as of September 30, 2016. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2016, its disclosure controls and procedures were effective and designed to ensure that (i) information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported with the time periods specified in the SEC’s rules and instructions, and (ii) information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within Sotherly Hotels Inc. have been detected.

Changes in Internal Control over Financial Reporting

There was no change in Sotherly Hotels Inc.’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during Sotherly Hotels Inc.’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, Sotherly Hotels Inc.’s internal control over financial reporting.

Sotherly Hotels LP

Disclosure Controls and Procedures

The Operating Partnership’s management, under the supervision and participation of the Chief Executive Officer and Chief Financial Officer of Sotherly Hotels Inc., as general partner, has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act), as of September 30, 2016. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2016, the disclosure controls and procedures were effective and designed to ensure that (i) information required to be disclosed in the reports filed under the Exchange Act is recorded, processed, summarized and

44

reported with the time periods specified in the SEC’s rules and instructions, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of Sotherly Hotels Inc., as general partner, does not expect that the disclosure controls and procedures or the internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within Sotherly Hotels LP have been detected.

Changes in Internal Control over Financial Reporting

There was no change in Sotherly Hotels LP’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during Sotherly Hotels LP’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, Sotherly Hotels LP’s internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are not involved in any legal proceedings other than routine legal proceedings occurring in the ordinary course of business. We believe that these routine legal proceedings, in the aggregate, are not material to our financial condition and results of operations.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our risk factors from those disclosed in our annual report on Form 10-K for the year ended December 31, 2015.

Holders of our outstanding preferred shares have dividend, liquidation and other rights that are senior to the rights of the holders of our common shares.

Our board of directors has the authority to designate and issue preferred shares with liquidation, dividend and other rights that are senior to those of our common shares.  As of September 30, 2016, 1,610,000 shares of our 8.0% Series B Cumulative Redeemable Preferred Stock were issued and outstanding.  The aggregate liquidation preference with respect to the outstanding preferred shares is approximately $40.25 million, and annual dividends on our outstanding preferred shares are approximately $3.22 million.  Holders of our Series B Preferred Stock are entitled to cumulative dividends before any dividends may be declared or set aside on our common shares.  Upon our voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of our common shares, holders of these preferred shares are entitled to receive a liquidation preference of $25.00 per share plus any accrued and unpaid distributions.  This will reduce the remaining amount of our assets, if any, available to distribute to holders of our common shares.  In addition, holders of these preferred shares have the right to elect two additional directors to our board of directors whenever dividends on the preferred shares are in arrears in an aggregate amount equivalent to six or more quarterly dividends (whether or not consecutive).  Because our decision to issue securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future preferred offerings.  Thus, our stockholders bear the risk of our future securities issuances reducing the market price of our common shares and diluting their interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

From time to time, the Operating Partnership issues limited partnership units to the Company, as required by the Partnership Agreement, to mirror the capital structure of the Company to reflect additional issuances by the Company and to preserve equitable ownership ratios.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

Exhibit
Number	Description of Exhibit
3.1	Articles of Amendment and Restatement of the Company (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on October 20, 2004 (File No. 333-118873)).
3.3	Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.3 to the Company’s Pre-Effective Amendment No. 5 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on December 13, 2004 (File No. 333-118873)).
3.4	Articles Supplementary of the Company (incorporated by reference to the document previously filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011).
3.6	Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011).
3.7	Articles of Amendment to the Articles of Amendment and Restatement of the Company, effective as of April 16, 2013 (incorporated by reference to the document previously filed as Exhibit 3.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2013).
3.8	Second Amended and Restated Bylaws of the Company, effective as of April 16, 2013 (incorporated by reference to the document previously filed as Exhibit 3.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2013).
3.9	Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.3 to the Operating Partnership’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on August 9, 2013 (File No. 333-189821)).
3.10	Articles of Amendment to the Articles of Amendment and Restatement of the Company, effective as of August 12, 2016 (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016).
3.11	Articles Supplementary designating the Series B Preferred Stock of the Company, effective as of August 19, 2016 (incorporated by reference to the document previously filed as Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 22, 2016).
3.12	Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2016.)
4.0	Form of Common Stock Certificate of the Company (incorporated by reference to the document previously filed as Exhibit 4.0 to the Company’s Pre-Effective Amendment No. 5 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on December 13, 2004 (File No. 333-118873)).
4.6	Senior Unsecured Note issued by Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 4.6 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2013).
4.7	Indenture between Sotherly Hotels LP and Wilmington Trust, National Association, as trustee (incorporated by reference to the document previously filed as Exhibit 4.7 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2013).
4.8	Indenture by and among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association, as trustee, dated November 21, 2014 (incorporated by reference to the document previously filed as Exhibit 4.8 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2014).

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Exhibit
Number	Description of Exhibit
4.9	First Supplemental Indenture by and among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association, as trustee, dated November 21, 2014 (incorporated by reference to the document previously filed as Exhibit 4.9 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2014).
4.10	7.00% Senior Unsecured Note due 2019, issued by Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on April 14, 2015).
4.11	Form of Specimen Certificate of Series B Preferred Stock of the Company (incorporated by reference to the document previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 22, 2016).
10.56	Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016 (incorporated by reference to the document previously filed as Exhibit 10.56 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016).
10.57	Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016 (incorporated by reference to the document previously filed as Exhibit 10.57 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016).
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company.
31.3	Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
31.4	Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company.
32.3	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
32.4	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOTHERLY HOTELS INC.
Date: November 14, 2016	By:	/s/ Andrew M. Sims
		Andrew M. Sims
		Chief Executive Officer
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOTHERLY HOTELS LP
	By:	SOTHERLY HOTELS INC.
		Its General Partner
Date: November 14, 2016	By:	/s/ Andrew M. Sims
		Andrew M. Sims
		Chief Executive Officer
	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
3.1	Articles of Amendment and Restatement of the Company (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on October 20, 2004 (File No. 333-118873)).
3.3	Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.3 to the Company’s Pre-Effective Amendment No. 5 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on December 13, 2004 (File No. 333-118873)).
3.4	Articles Supplementary of the Company (incorporated by reference to the document previously filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011).
3.6	Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011).
3.7	Articles of Amendment to the Articles of Amendment and Restatement of the Company, effective as of April 16, 2013 (incorporated by reference to the document previously filed as Exhibit 3.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2013).
3.8	Second Amended and Restated Bylaws of the Company, effective as of April 16, 2013 (incorporated by reference to the document previously filed as Exhibit 3.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2013).
3.9	Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.3 to the Operating Partnership’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on August 9, 2013 (File No. 333-189821)).
3.10	Articles of Amendment to the Articles of Amendment and Restatement of the Company, effective as of August 12, 2016 (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016).
3.11	Articles Supplementary designating the Series B Preferred Stock of the Company, effective as of August 19, 2016 (incorporated by reference to the document previously filed as Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 22, 2016).
3.12	Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2016.)
4.0	Form of Common Stock Certificate of the Company (incorporated by reference to the document previously filed as Exhibit 4.0 to the Company’s Pre-Effective Amendment No. 5 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on December 13, 2004 (File No. 333-118873)).
4.6	Senior Unsecured Note issued by Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 4.6 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2013).
4.7	Indenture between Sotherly Hotels LP and Wilmington Trust, National Association, as trustee (incorporated by reference to the document previously filed as Exhibit 4.7 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 7, 2013).
4.8	Indenture by and among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association, as trustee, dated November 21, 2014 (incorporated by reference to the document previously filed as Exhibit 4.8 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2014).

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Exhibit
Number	Description of Exhibit
4.9	First Supplemental Indenture by and among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association, as trustee, dated November 21, 2014 (incorporated by reference to the document previously filed as Exhibit 4.9 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2014).
4.10	7.00% Senior Unsecured Note due 2019, issued by Sotherly Hotels LP (incorporated by reference to the document previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on April 14, 2015).
4.11	Form of Specimen Certificate of Series B Preferred Stock of the Company (incorporated by reference to the document previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 22, 2016).
10.56	Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016 (incorporated by reference to the document previously filed as Exhibit 10.56 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016).
10.57	Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016 (incorporated by reference to the document previously filed as Exhibit 10.57 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016).
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company.
31.3	Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
31.4	Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company.
32.3	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
32.4	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Operating Partnership.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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