SoTHERLY Hotels Inc. Reports Financial Results for the Fourth Quarter and Year 2013

  SoTHERLY Hotels Inc. Reports Financial Results for the Fourth Quarter and   Year 2013  Business Wire  WILLIAMSBURG, Va. -- February 18, 2014  Sotherly Hotels Inc. (NASDAQ:SOHO), formerly MHI Hospitality Corporation (NASDAQ:MDH) (“Sotherly”, “SoTHERLY”, or the “Company”), a self-managed and self-administered lodging real estate investment trust (a “REIT”), today reported its consolidated results for the fourth quarter and the year ended December 31, 2013. The Company’s results include the following^*:                   Three months ended             Year ended                   December 31,    December       December 31,   December                   2013              31, 2012       2013             31, 2012                   ($ in thousands except per share data)                                                                      Total Revenue     $  22,475         $  20,434      $  89,375        $ 87,343 Net income (loss) attributable         (44     )         1,458          (2,978  )       (4,105 ) to the Company                                                                      EBITDA               5,428             6,849          18,883          18,032 Adjusted             4,594             4,613          20,998          20,183 EBITDA Hotel EBITDA         5,358             5,091          23,280          22,440                                                                      FFO                  2,431             4,165          5,189           3,925 Adjusted FFO         1,843             2,146          10,898          9,471                                                                      Net income (loss) per diluted share     $  0.00           $  0.14        $  (0.27   )     $ (0.39  ) attributable to the Company FFO per share        0.19              0.32           0.40            0.30 and unit Adjusted FFO per share and        0.14              0.17           0.84            0.73 unit   ^(*) Earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, hotel EBITDA, funds from operations (“FFO”), adjusted FFO, FFO per share and unit and adjusted FFO per share and unit are non-GAAP financial measures. See further discussion of these non-GAAP measures, including definitions related thereto, and reconciliations to net income (loss) later in this press release. All references in this release to the “Company”, “Sotherly”, “SoTHERLY”, “we”, “us” and “our” refer to Sotherly Hotels Inc., its operating partnership and its subsidiaries and predecessors, unless the context otherwise requires or where otherwise indicated.  HIGHLIGHTS:    *Adjusted FFO. The Company generated adjusted FFO of approximately $1.8     million during the fourth quarter 2013, a decrease of 14.2% or     approximately $0.3 million over the fourth quarter 2012. For the year     ended December 31, 2013, the Company generated adjusted FFO of     approximately $10.9 million, an increase of 15.1% or approximately $1.4     million over 2012.   *Common Dividends. As previously reported on January 21, 2014, the Company     announced its quarterly dividend (distribution) on its common stock (and     units) of $0.045 per share (and unit), payable on April 11, 2014 to     stockholders (and unitholders) of record as of March 14, 2014.   *RevPAR. Room revenue per available room (“RevPAR”) for the Company’s     wholly-owned properties during the fourth quarter 2013 increased 5.0% over     the fourth quarter 2012 to $73.13 driven by a 0.4% decrease in occupancy     and a 5.4% increase in average daily rate (“ADR”). For the year ended     December 31, 2013, RevPAR for the Company’s wholly-owned properties     increased by 1.9% over 2012 to $80.16 driven by a 4.1% increase in ADR and     a 2.1% decrease in occupancy.   *Hotel EBITDA. The Company generated hotel EBITDA of approximately $5.4     million during the fourth quarter 2013, an increase of 5.3% or     approximately $0.3 million over the fourth quarter 2012. For the year     ended December 31, 2013, the Company generated hotel EBITDA of     approximately $23.3 million, an increase of 3.7% or approximately $0.9     million over 2012.   *Adjusted EBITDA. The Company generated adjusted EBITDA of approximately     $4.6 million during the fourth quarter 2013 – approximately the same as     for the fourth quarter 2012. For the year ended December 31, 2013, the     Company generated adjusted EBITDA of approximately $21.0 million, an     increase of 4.0% or approximately $0.8 million over 2012.  Andrew M. Sims, Chairman and Chief Executive Officer of Sotherly Hotels Inc., commented, “Calendar year 2013 marked a significant step forward for the Company. A return to the public markets with a new offering by the Company’s operating partnership restarted growth and completed the Company’s balance sheet restructuring, culminating in several fourth quarter transactions which we believe have positioned the Company for significant growth in the coming year.”  Acquisitions  On November 13, 2013, the Company acquired the entity which owns the Crowne Plaza Houston Downtown (the “Houston Hotel”) for $30.65 million in cash, 32,929 units of limited partnership interests in Sotherly Hotels LP valued at approximately $0.15 million, and an additional cash amount for working capital as of the closing date.  As a part of the transaction, the Company closed on a $21.5 million loan with Mutual of Omaha Bank collateralized by a first mortgage on the Houston Hotel. The loan matures in April 2016, but can be extended through the fourth and fifth anniversary of the commencement date of the loan, subject to certain terms and conditions. The loan also carries a fixed interest rate of 4.50% and amortizes on a 25-year schedule. The balance of the cash portion of the purchase price was funded by the Company with available cash.  Financing Transactions  On October 23, 2013, the Company entered into a Warrant Redemption Agreement, with Essex Illiquid, LLC and Richmond Hill Capital Partners, LP (collectively, the “Holders”) to redeem a portion of the Warrant corresponding to an aggregate of 900,000 Issuable Warrant Shares (as defined in the Warrant) for an aggregate cash redemption price of $3.2 million.  The Company also entered into an amendment of the Warrant with the Holders whereby the Holders agreed to extend the holding period of the Warrant from April 18, 2014 to April 18, 2015.  On December 23, 2013, the Company entered into a second Warrant Redemption Agreement with the Holders to redeem the remaining portion of the Warrant corresponding to an aggregate of 1,000,000 Issuable Warrant Shares for an aggregate cash redemption price of $3.975 million.  On December 27, 2013, the joint venture that owns the Crowne Plaza Hollywood Beach Resort in Hollywood Beach, Florida (the “Hollywood Hotel”) closed on a $57.0 million refinancing of its outstanding mortgage indebtedness. The Company has a 25.0 percent interest in the Hotel through a joint venture with The Carlyle Group. The Bank of America, N.A. loan is collateralized by an interest-only non-recourse first mortgage on the Hollywood Hotel which bears a floating interest rate of the one-month LIBOR rate plus 3.95% and matures in January 2017. The proceeds from the loan were used to repay the existing first mortgage and to make distributions to the joint venture partners. The Company used approximately $3.5 million of its share of the distribution proceeds to extinguish its indebtedness related to the joint venture.  Balance Sheet/Liquidity  At December 31, 2013, the Company had approximately $13.2 million of available cash and cash equivalents, of which approximately $3.8 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had approximately $188.0 million in outstanding debt at a weighted average interest rate of approximately 5.38%.  2014 Outlook  Set forth below is guidance for 2014, which is predicated on continued strengthening of the economy and expected improvements in hotel lodging industry fundamentals. The outlook is based on estimates of occupancy and average daily rates that are consistent with most recent calendar year 2014 forecasts by Smith Travel Research for the market segments in which the Company operates.  The table below reflects the Company’s projections, within a range, of various financial measures for 2014:                                         Low Range           High Range                                         Y/E Dec 31, 2014      Y/E Dec 31, 2014                                         ($ in thousands except per share data) Total Revenue                           $      103,171        $     106,224 Net income                                     2,949                4,282                                                                EBITDA                                         24,995               26,351 Hotel EBITDA                                   26,924               28,293                                                                FFO                                            12,599               13,932 Adjusted FFO                                   13,099               14,432                                                                Net income per share attributable       $      0.22           $     0.33 to the Company FFO per share and unit                         0.96                 1.06 Adjusted FFO per share and unit                1.00                 1.10   Earnings Call/Webcast  The Company will conduct its fourth quarter 2013 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Tuesday, February 18, 2014. The conference call will be accessible by telephone and through the Internet. Interested individuals are invited to listen to the call by telephone at 888-317-6016 (United States) or 855-669-9657 (Canada) or +1 412-317-6016 (International). To participate on the webcast, log on to www.sotherlyhotels.com at least 15 minutes before the call to download the necessary software. For those unable to listen to the call live, a taped rebroadcast will be available beginning one hour after completion of the live call on February 18, 2014 through December 31, 2014. To access the rebroadcast, dial 877-344-7529 and enter conference number 10039709. A replay of the call also will be available on the Internet at www.sotherlyhotels.com until December 31, 2014.  About Sotherly Hotels Inc.  Sotherly Hotels Inc. (formerly MHI Hospitality Corporation) is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the Southern United States. Currently, the Company’s portfolio consists of investments in 11 hotel properties, 10 of which are wholly-owned and comprise 2,372 rooms. The Company also has a 25.0 percent interest in the Crowne Plaza Hollywood Beach Resort. All of the Company’s properties operate under the Hilton Worldwide, InterContinental Hotels Group and Starwood Hotels and Resorts brands. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information please visit www.sotherlyhotels.com.  Contact at the Company:  Scott Kucinski Vice President – Operations & Investor Relations Sotherly Hotels Inc. 410 West Francis Street Williamsburg, Virginia 23185 757.229.5648  Forward-Looking Statements  This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable, these statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and many of which are beyond the Company’s control. Therefore, actual outcomes and results may differ materially from what is expressed, forecasted or implied in such forward-looking statements. Factors which could have a material adverse effect on the Company’s future results, performance and achievements, include, but are not limited to: national and local economic and business conditions that affect occupancy rates and revenues at the Company’s hotels and the demand for hotel products and services; risks associated with the hotel industry, including competition, increases in wages and other labor costs, energy costs and other operating costs; the magnitude and sustainability of the economic recovery in the hospitality industry and in the markets in which the Company operates; the availability and terms of financing and capital and the general volatility of the securities markets; risks associated with the level of the Company’s indebtedness and its ability to meet covenants in its 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 the Company’s hotels; 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 the Company’s current and proposed market areas; the Company’s ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations; the Company’s 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 the Company’s ability to maintain adequate insurance coverage. These risks and uncertainties are described in greater detail under “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to and does not intend to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although the Company believes its current expectations to be based upon reasonable assumptions, it can give no assurance that its expectations will be attained or that actual results will not differ materially.                             Financial Tables Follow…   SOTHERLY HOTELS INC. CONSOLIDATED BALANCE SHEETS                                       December 31, 2013   December 31, 2012                                        (unaudited)           (audited) ASSETS Investment in hotel properties,        $  204,017,845        $  176,427,904 net Investment in joint venture               2,446,039             8,638,967 Cash and cash equivalents                 9,376,628             7,175,716 Restricted cash                           3,796,141             3,079,894 Accounts receivable, net                  1,982,091             1,478,923 Accounts receivable-affiliate             101,439               8,657 Prepaid expenses, inventory and           1,683,763             1,684,951 other assets Shell Island sublease, net                240,196               480,392 Deferred income taxes                     1,186,122             2,649,282 Deferred financing costs, net            3,820,838           2,406,183                                                                   TOTAL ASSETS                           $  228,651,102       $  204,030,869                                                                 LIABILITIES Mortgage debt                          $  160,363,549        $  135,674,432 Loans payable                             —                     4,025,220 Unsecured notes                           27,600,000            — Series A Cumulative Redeemable Preferred Stock, par value $0.01, 27,650 shares authorized, 0 and 14,228 shares issued and                  —                     14,227,650 outstanding at December 31, 2013 and December 31, 2012, respectively Accounts payable and accrued              7,650,219             6,786,684 liabilities Advance deposits                          666,758               625,822 Dividends and distributions               588,197               389,179 payable Warrant derivative liability             —                   4,969,752                                                                   TOTAL LIABILITIES                        196,868,723         166,698,739                                                                 Commitments and contingencies                                                               EQUITY Sotherly Hotels Inc. stockholders’ equity Preferred stock, par value $0.01; 972,350 shares authorized, 0 shares issued and outstanding at          —                     — December 31, 2013 and December 31, 2012, respectively Common stock, par value $0.01; 49,000,000 shares authorized; 10,206,927 shares and 9,999,786           102,069               99,998 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively Additional paid in capital                57,505,827            57,020,979 Distributions in excess of               (31,734,837  )       (27,179,392  ) retained earnings Total Sotherly Hotels Inc.                25,873,059            29,941,585 stockholders’ equity Noncontrolling interest                  5,909,320           7,390,545     TOTAL EQUITY                             31,782,379          37,332,130                                                                  TOTAL LIABILITIES AND EQUITY           $  228,651,102       $  204,030,869      SOTHERLY HOTELS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)                   Three months ended December 31,     Year ended December 31,                     2013           2012             2013            2012         REVENUE Rooms              $ 15,144,624       $ 13,542,843       $ 62,837,422        $ 60,824,016 department Food and beverage             6,106,212          5,713,500          22,054,209          21,961,328 department Other operating           1,224,598        1,177,995        4,482,896         4,557,876    departments                                                                               Total revenue        22,475,434         20,434,338         89,374,527          87,343,220                                                                               EXPENSES Hotel operating expenses Rooms                4,332,808          3,809,974          17,210,445          16,613,769 department Food and beverage             3,792,151          3,471,822          14,066,145          14,284,057 department Other operating            161,129            114,346            508,868             480,307 departments Indirect            8,673,628        7,792,530        33,683,486        32,919,610                                                                                 Total hotel operating            16,959,716         15,188,672         65,468,944          64,297,743 expenses                                                                               Depreciation and                  2,345,357          2,136,208          8,467,228           8,661,769 amortization Corporate general and         1,276,559        1,005,818        4,360,583         4,078,826    administrative                                                                               Total operating            20,581,632         18,330,698         78,296,755          77,038,338 expenses                                                                            NET OPERATING        1,893,802          2,103,640          11,077,772          10,304,882 INCOME                                                                               Other income (expense) Interest             (2,734,822 )       (2,367,164 )       (11,647,141 )       (12,382,146 ) expense Interest             6,774              4,173              17,914              16,158 income Equity income (loss) in            19,221             156,921            453,700             172,172 joint venture Impairment of note                 —                  (110,871   )       —                   (110,871    ) receivable Unrealized gain (loss) on      815,712          2,317,973        (2,205,248  )      (2,026,677  ) warrant derivative                                                                               Net income (loss) before        687                2,104,672          (2,303,003  )       (4,026,482  ) taxes Income tax          (52,347    )      (210,529   )      (1,521,182  )      (1,301,229  ) provision                                                                               Net income           (51,660    )       1,894,143          (3,824,185  )       (5,327,711  ) (loss) Add: Net (income) loss attributable        7,729            (435,789   )      846,206           1,223,036    to the noncontrolling interest                                                                               Net income (loss)             $ (43,931    )     $ 1,458,354       $ (2,977,979  )     $ (4,104,675  ) attributable to the Company                                                                               Net income (loss) per share attributable to the Company Basic              $ 0.00             $ 0.15             $ (0.29       )     $ (0.41       ) Diluted            $ 0.00             $ 0.14             $ (0.27       )     $ (0.39       ) Weighted average number of shares outstanding Basic                10,206,927         9,999,786          10,156,955          9,995,638 Diluted              10,883,542         10,722,219         11,088,145          10,647,246                                SOTHERLY HOTELS INC.                             KEY OPERATING METRICS                                  (unaudited)  The following tables illustrate the key operating metrics for the three months and years ended December 31, 2013 and 2012, respectively, for the Company’s wholly-owned properties during each respective reporting period (“consolidated” properties) as well as the nine wholly-owned properties in the portfolio that were under the Company’s control during both the three months and year ended December 31, 2013 and the corresponding periods in 2012 (“same-store” properties). Accordingly, the same-store data does not reflect the performance of the Crowne Plaza Houston Downtown, which was acquired in November 2013. Each table excludes performance data for the Crowne Plaza Hollywood Beach Resort hotel property, which was acquired through a joint venture in August 2007 and in which the Company has a 25.0% indirect interest.   Consolidated Properties (All    Three Months Ended December 31,   Hotels)                                     2013            2012        Variance Occupancy                            61.7%              61.9%       -0.4  % ADR                               $  118.57           $  112.46       5.4   % RevPAR                            $  73.13            $  69.67        5.0   %    Same-Store Properties (9        Three Months Ended December 31,   Hotels)                                     2013            2012        Variance Occupancy                            62.1%              61.9%       0.2   % ADR                               $  118.15           $  112.46       5.1   % RevPAR                            $  73.32            $  69.67        5.2   %    Consolidated Properties (All          Year Ended December 31,     Hotels)                                          2013       2012        Variance Occupancy                                 67.4%         68.9%       -2.1  % ADR                                     $ 118.91       $ 114.22       4.1   % RevPAR                                  $ 80.16        $ 78.65        1.9   %    Same-Store Properties (9 Hotels)   Year Ended December 31,                                           2013       2012        Variance Occupancy                              67.6%         68.9%       -1.8  % ADR                                  $ 118.82       $ 114.22       4.0   % RevPAR                               $ 80.32        $ 78.65        2.1   %    SOTHERLY HOTELS INC. RECONCILIATION OF NET INCOME (LOSS) TO FFO, Adjusted FFO, EBITDA, Adjusted EBITDA and Hotel EBITDA (unaudited)                   Three months ended December 31,     Year ended December 31,                     2013           2012             2013           2012                                                                                     Net income (loss)             $ (43,931    )     $ 1,458,354        $ (2,977,979 )     $ (4,104,675 ) attributable to the Company Noncontrolling       (7,729     )       435,789            (846,206   )       (1,223,036 ) interest Depreciation and                  2,345,357          2,136,208          8,467,228          8,661,769 amortization Equity in depreciation and                 136,940          134,262          545,667          590,675     amortization of joint venture                                                                              FFO                  2,430,637        $ 4,164,613          5,188,710        $ 3,924,733 Unrealized (gain) loss on       (18,689    )       (28,683    )       (89,998    )       13,752 hedging activities^(1) Unrealized (gain) loss on       (815,712   )       (2,317,973 )       2,205,248          2,026,677 warrant derivative Decrease in deferred             51,637             217,616            1,463,160          1,412,467 income taxes Impairment of note                 —                  110,871            —                  110,871 receivable Acquisition          89,743             —                  89,743             — costs Loss on early extinguishment      104,970          —                2,040,662        1,982,184   of debt^(2) (3)                                                                              Adjusted FFO       $ 1,842,586       $ 2,146,444       $ 10,897,524      $ 9,470,684                                                                                Weighted average shares       10,206,927         9,999,786          10,156,955         9,995,638 outstanding Weighted average units       2,848,736        2,972,839        2,885,065        2,978,315   outstanding                                                                              Weighted average shares      13,055,663       12,972,625       13,042,020       12,973,953  and units                                                                              FFO per share      $ 0.19            $ 0.32            $ 0.40            $ 0.30        and unit                                                                              Adjusted FFO per share and      $ 0.14            $ 0.17            $ 0.84            $ 0.73        unit                                                                                                                                                                            Three months ended December 31,       Year ended December 31,                     2013             2012             2013             2012                                                                                     Net income( loss)              $ (43,931    )     $ 1,458,354        $ (2,977,979 )     $ (4,104,675 ) attributable to the Company Noncontrolling       (7,729     )       435,789            (846,206   )       (1,223,036 ) interest Interest             2,734,822          2,367,164          11,647,141         12,382,146 expense Interest             (6,774     )       (4,173     )       (17,914    )       (16,158    ) income Income tax           52,347             210,529            1,521,182          1,301,229 provision Depreciation and                  2,345,357          2,136,208          8,467,228          8,661,769 amortization Equity in interest expense and depreciation        354,291          244,885          1,089,350        1,030,234   and amortization of joint venture                                                                              EBITDA               5,428,383          6,848,756          18,882,802         18,031,509 Unrealized (gain) loss on       (18,689    )       (28,683    )       (89,998    )       13,752 hedging activities^(1) Unrealized (gain) loss on       (815,712   )       (2,317,973 )       2,205,248          2,026,677 warrant derivative Impairment of note                —                110,871          —                110,871     receivable                                                                              Adjusted             4,593,982          4,612,971          20,998,052         20,182,809 EBITDA Corporate general and          1,276,559          1,005,818          4,360,583          4,078,826 administrative Equity in adjusted             (354,822   )       (373,125   )       (1,453,051 )       (1,216,158 ) EBITDA of joint venture Net lease            (87,500    )       (87,500    )       (350,000   )       (350,000   ) rental income Other fee           (69,964    )      (67,206    )      (275,775   )      (255,707   ) income                                                                              Hotel EBITDA       $ 5,358,255       $ 5,090,958       $ 23,279,809      $ 22,439,770        ^(1)    Includes equity in unrealized (gain)/loss on hedging                    activities of joint venture.         ^(2)       Reflected in interest expense for the periods presented                    above.         ^(3)       Includes equity in loss on early extinguishment of debt of                    joint venture.   Non-GAAP Financial Measures  The Company considers the non-GAAP measures of FFO (including FFO per share), EBITDA and hotel EBITDA to be key supplemental measures of the Company’s performance and could be considered along with, not alternatives to, net income (loss) as a measure of the Company’s performance. These measures do not represent cash generated from operating activities determined by generally accepted accounting principles (“GAAP”) or amounts available for the Company’s discretionary use and should not be considered alternative measures of net income, cash flows from operations or any other operating performance measure prescribed by GAAP.  FFO  Industry analysts and investors use Funds from Operations (“FFO”), as a supplemental operating performance measure of an equity REIT. FFO is calculated in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT, represents net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by itself.  The Company considers FFO to be a useful measure of adjusted net income (loss) for reviewing comparative operating and financial performance because we believe FFO is most directly comparable to net income (loss), which remains the primary measure of performance, because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies. Although FFO is intended to be a REIT industry standard, other companies may not calculate FFO in the same manner as we do, and investors should not assume that FFO as reported by us is comparable to FFO as reported by other REITs.  EBITDA  The Company believes that excluding the effect of non-operating expenses and non-cash charges, and the portion of those items related to unconsolidated entities, all of which are also based on historical cost accounting and may be of limited significance in evaluating current performance, can help eliminate the accounting effects of depreciation and financing decisions and facilitate comparisons of core operating profitability between periods and between REITs, even though EBITDA also does not represent an amount that accrued directly to shareholders.  Hotel EBITDA  The Company defines hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) equity in the income or loss of equity investees, (4) unrealized gains and losses on derivative instruments not included in other comprehensive income, (5) gains and losses on disposal of assets, (6) realized gains and losses on investments, (7) impairment of long-lived assets or investments, (8) corporate general and administrative expense; (9) depreciation and amortization; and (10) other operating revenue not related to the Company’s wholly-owned portfolio. We believe this provides a more complete understanding of the operating results over which the Company’s 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 the Company’s hotels and the effectiveness of third-party management companies operating the Company’s business on a property-level basis. The Company’s calculation of hotel EBITDA may be different from similar measures calculated by other REITs.  Adjusted FFO and Adjusted EBITDA  The Company presents adjusted FFO, including adjusted FFO per share and unit, and adjusted EBITDA, which adjusts for certain additional items including any unrealized gain (loss) on its hedging instruments or warrant derivative, loan impairment losses, losses on early extinguishment of debt, aborted offering costs, costs associated with the departure of executive officers and acquisition transaction costs. The Company excludes these items as it believes it allows for meaningful comparisons between periods and among other REITs and is more indicative of the on-going performance of its business and assets. The Company’s calculation of adjusted FFO and adjusted EBITDA may be different from similar measures calculated by other REITs.  Contact:  Sotherly Hotels Inc. Scott Kucinski, 757-229-5648 Vice President – Operations & Investor Relations