Lodging Fund Reit Iii 8-K Entry into a Material Definitive Agreement

Exhibit 99.1

Preliminary Unaudited Results for the Year Ended December 31, 2022

Below are preliminary unaudited consolidated financial statements of Lodging Fund REIT III, Inc. (the “Company”) as of and for the year ended December 31, 2022, based on currently available information. The Company’s independent auditor has not completed a review of these preliminary estimated financial statements. Accordingly, these preliminary financial statements remain subject to change upon completion of standard annual audit procedures by the Company’s independent auditors, and the Company’s actual results may differ materially from these preliminary financial statements. In addition, these preliminary statements are not necessarily indicative of results to be expected for any future period. This preliminary financial data has been prepared by and is the responsibility of the Company.

Forward-Looking Statements

Any statements contained in this Exhibit that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “should,” “expect,” “could,” “intend,” “anticipate,” “plan,” “estimate,” “believe,” “potential,” “continue,” “seek” or similar expressions.  Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, the timing for the completion of the audit of the preliminary unaudited financial statements for the year ended December 31, 2022 and the completion and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022  (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”); the potential identification of changes to the consolidated financial statements for the year ended December 31 2022 upon completion of such audit, the results of the Wells notice process disclosed in the Company’s other SEC filings; and such other factors that may be identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Prior Form 10-K”), including those set forth under the captions “Summary Risk Factors” and “Risk Factors” in such Prior Form 10-K, and in such other SEC filings subsequent to the filing of the Prior Form 10-K. Further, forward-looking statements contained herein speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

LODGING FUND REIT III, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,		December 31,
	2022		2021
Assets
Investment in hotel properties, net of accumulated depreciation of $25,093,876 and $9,487,728	$	284,152,134	$	169,424,775
Cash and cash equivalents		6,299,449		7,866,401
Restricted cash		10,629,785		6,469,999
Accounts receivable, net		1,468,732		748,364
Franchise fees, net		2,363,114		1,459,641
Prepaid expenses and other assets		2,150,738		4,360,555
Total Assets (variable interest entities - $18,240,352 and $0)	$	307,063,952	$	190,329,735
Liabilities and Equity
Debt, net	$	189,909,402	$	103,126,884
Finance lease liabilities		13,026,849		—
Accounts payable		3,169,686		1,549,380
Accrued expenses		5,077,790		2,621,520
Distributions payable		678,867		495,657
Due to related parties		6,999,416		2,580,326
Other liabilities		4,949,853		7,499,568
Total liabilities (variable interest entities - $18,027,896 and $0)		223,811,863		117,873,335
Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; no shares issued and outstanding		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized; 9,607,462 and 8,348,310 shares issued and outstanding		96,074		83,481
Additional paid-in capital		93,798,070		81,655,994
Accumulated deficit		(69,441,452)		(43,586,952)
Total stockholders' equity		24,452,692		38,152,523
Non-controlling interest – Series B LP Units		(2,990,068)		(1,563,489)
Non-controlling interest – Series GO LP Units		14,198,304		12,498,527
Non-controlling interest – Series T LP Units		45,739,120		21,931,757
Non-controlling interest – Common LP Units		4,612,254		1,437,082
Non-controlling interest – El Paso University Property		(2,760,212)		—
Total equity		83,252,089		72,456,400
Total Liabilities and Equity	$	307,063,952	$	190,329,735

LODGING FUND REIT III, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Year Ended December 31,
	2022		2021
Revenues
Room revenue	$	50,335,176	$	26,111,767
Other revenue		2,794,118		1,000,240
Total revenue		53,129,294		27,112,007
Expenses
Property operations		25,985,687		12,153,087
General and administrative		10,577,266		6,449,285
Sales and marketing		3,318,003		1,674,557
Franchise fees		4,849,226		2,512,796
Management fees		4,204,291		2,779,715
Acquisition expense		29,608		81,963
Depreciation and amortization		8,025,091		4,831,022
Total expenses		56,989,172		30,482,425
Other Income (Expense)
Other income (expense), net		(1,353,096)		58,564
PPP loan forgiveness		—		1,684,400
Interest expense		(10,956,989)		(4,560,186)
Total other income (expense)		(12,310,085)		(2,817,222)
Net Loss Before Income Taxes		(16,169,963)		(6,187,640)
Income tax (expense) benefit		(5,845,015)		920,965
Net Loss		(22,014,978)		(5,266,675)
Net loss attributable to non-controlling interest - Series B LP Units		(1,092,162)		(261,540)
Net loss attributable to non-controlling interest - Series GO LP Units		(3,592,033)		(757,966)
Net loss attributable to non-controlling interest - Common LP Units		(1,021,602)		(75,618)
Net loss attributable to non-controlling interest - El Paso University Property		(124,983)		—
Net Loss Attributable to Common Stockholders	$	(16,184,198)	$	(4,171,551)
Basic and Diluted Net Loss Per Share of Common Stock	$	(1.78)	$	(0.52)
Weighted-average Shares of Common Stock Outstanding, Basic and Diluted		9,071,919		8,031,965