UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For
the Quarterly Period Ended September 30, 2009





OR





 ̈           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For
the Transition Period from ______________ to ______________





Commission
File Number:  000-51955





SUMMIT HOTEL PROPERTIES,
LLC


(Exact
name of registrant as specified in its charter)





South
Dakota


(State or
other jurisdiction


of
incorporation or organization)





20-0617340


(I.R.S.
Employer Identification No.)





2701
South Minnesota Avenue, Suite 6


Sioux
Falls, SD 57105


(Address
of principal executive


offices,
including zip code)





(605)
361-9566


(Registrant’s
telephone number,


including
area code)





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.      x
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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).      ̈
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 in
Rule 12b-2 of the Exchange Act.





Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer x
              Smaller
      reporting company   ̈





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


 ̈
Yes         x  No





The
number of Class A Membership Units outstanding as of November 13, 2009, was
1,166.62 and the number of Class A-1 Membership Units outstanding as of November
13, 2009, was 407.88.









TABLE
OF CONTENTS





PagePART
      I
                3Item
      1.
                Financial
      Statements
                3Condensed
      Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and
      December 31, 2008
                3Condensed
      Consolidated Statements of Operations for the three and nine months ended
      September 30, 2009 and 2008 (Unaudited)
                4Condensed
      Consolidated Statement of Changes in Members’ Equity for the nine months
      ended September 30, 2009 (Unaudited)
                5Condensed
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 2009 and 2008 (Unaudited)
                6Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                8Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                15Item
      3.
                Quantitative
      and Qualitative Disclosures about Market Risk
                31Item
      4.
                Controls
      and Procedures
                32PART
      II
                32Item
      1.
                Legal
      Proceedings
                32Item
      1A.
                Risk
      Factors
                33Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                34Item
      3.
                Defaults
      Upon Senior Securities
                34Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                34Item
      5.
                Other
      Information
                34Item
      6.
                Exhibits
                35Exhibit
      31.1Exhibit
      31.2Exhibit
      32.1Exhibit
      32.2Exhibit
      99.1




2




PART
I


FINANCIAL
INFORMATION





Item 1.
            Financial
      Statements




SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 SEPTEMBER
30, 2009 AND DECEMBER 31, 2008
  
 
 2009
                            
                            
                            2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                            
                            $
                            9,622,009
                            
                            
                            $
                            18,153,435Restricted
      cash
                            
                            
                            2,378,708
                            
                            
                            
                            1,679,027Trade
      receivables
                            
                            
                            3,930,627
                            
                            
                            
                            2,622,164Prepaid
      expenses and other
                            
                            
                            753,411
                            
                            
                            
                            2,170,955Total
      current assets
                            
                            
                            16,684,755
                            
                            
                            
                            24,625,581PROPERTY
      AND EQUIPMENT, NET
                            
                            
                            489,771,567
                            
                            
                            
                            461,894,270OTHER
      ASSETSDeferred
      charges and other assets, net
                            
                            
                            7,117,335
                            
                            
                            
                            5,664,796Land
      held for sale
                            
                            
                            12,226,320
                            
                            
                            
                            -Restricted
      cash
                            
                            
                            1,852,471
                            
                            
                            
                            2,570,374Total
      other assets
                            
                            
                            21,196,126
                            
                            
                            
                            8,235,170TOTAL
      ASSETS
                            
                            $
                            527,652,448
                            
                            
                            $
                            494,755,021LIABILITIES
      AND MEMBERS' EQUITYCURRENT
      LIABILITIESCurrent
      portion of long-term debt
                            
                            $
                            110,276,600
                            
                            
                            $
                            19,508,600Lines
      of credit
                            
                            
                            24,674,297
                            
                            
                            
                            12,288,500Notes
      payable
                            
                            
                            -
                            
                            
                            
                            7,469,865Accounts
      payable
                            
                            
                            6,175,629
                            
                            
                            
                            3,770,908Related
      party accounts payable
                            
                            
                            1,384,761
                            
                            
                            
                            3,173,179Accrued
      expenses
                            
                            
                            10,104,229
                            
                            
                            
                            9,956,372Total
      current liabilities
                            
                            
                            152,615,516
                            
                            
                            
                            56,167,424LONG-TERM
      DEBT, NET OF CURRENT PORTION
                            
                            
                            289,186,149
                            
                            
                            
                            350,826,837COMMITMENTS
      AND CONTINGENCIESMEMBERS'
      EQUITYClass
      A, 1,166.62 units issued and outstanding
                            
                            
                            65,360,640
                            
                            
                            
                            76,512,442Class
      A-1, 369.48 and 196.50 units issued and outstanding,
      respectively
                            
                            
                            29,447,360
                            
                            
                            
                            15,855,756Class
      B, 81.36 units issued and outstanding
                            
                            
                            2,324,591
                            
                            
                            
                            3,007,247Class
      C, 173.60 units issued and outstanding
                            
                            
                            (9,864,673
                            )
                            
                            
                            (5,990,222
                            )Total
      Summit Hotel Properties, LLC members' equity
                            
                            
                            87,267,918
                            
                            
                            
                            89,385,223Noncontrolling
      interest
                            
                            
                            (1,417,135
                            )
                            
                            
                            (1,624,463
                            )Total
      equity
                            
                            
                            85,850,783
                            
                            
                            
                            87,760,760TOTAL
      LIABILITIES AND MEMBERS' EQUITY
                            
                            $
                            527,652,448
                            
                            
                            $
                            494,755,021
  See Notes
to Condensed Consolidated Financial Statements
  3
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
 Three Months Ended
                                      
                                      
                                      Nine Months EndedSeptember 30,2009
                                      
                                      
                                      September 30, 2008
                                      
                                      
                                      September 30,2009
                                      
                                      
                                      September 30, 2008REVENUESRoom
      revenues
                                      
                                      $
                                      31,620,101
                                      
                                      
                                      $
                                      37,391,370
                                      
                                      
                                      $
                                      91,095,662
                                      
                                      
                                      $
                                      104,195,086Other
      hotel operations revenues
                                      
                                      
                                      590,321
                                      
                                      
                                      
                                      626,574
                                      
                                      
                                      
                                      1,708,635
                                      
                                      
                                      
                                      1,760,31432,210,422
                                      
                                      
                                      
                                      38,017,944
                                      
                                      
                                      
                                      92,804,297
                                      
                                      
                                      
                                      105,955,400COSTS
      AND EXPENSESDirect
      hotel operations
                                      
                                      
                                      10,942,625
                                      
                                      
                                      
                                      11,131,220
                                      
                                      
                                      
                                      31,415,257
                                      
                                      
                                      
                                      31,546,118Other
      hotel operating expenses
                                      
                                      
                                      4,413,378
                                      
                                      
                                      
                                      4,000,194
                                      
                                      
                                      
                                      12,564,374
                                      
                                      
                                      
                                      11,261,222General,
      selling and administrative
                                      
                                      
                                      5,890,767
                                      
                                      
                                      
                                      6,167,935
                                      
                                      
                                      
                                      17,861,695
                                      
                                      
                                      
                                      18,318,304Repairs
      and maintenance
                                      
                                      
                                      1,411,181
                                      
                                      
                                      
                                      1,333,866
                                      
                                      
                                      
                                      5,048,783
                                      
                                      
                                      
                                      6,479,285Depreciation
      and amortization
                                      
                                      
                                      5,601,084
                                      
                                      
                                      
                                      5,599,630
                                      
                                      
                                      
                                      16,984,804
                                      
                                      
                                      
                                      16,753,243Loss
      on impairment of assets
                                      
                                      
                                      6,504,925
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      6,504,925
                                      
                                      
                                      
                                      -34,763,960
                                      
                                      
                                      
                                      28,232,845
                                      
                                      
                                      
                                      90,379,838
                                      
                                      
                                      
                                      84,358,172INCOME
      FROM OPERATIONS
                                      
                                      
                                      (2,553,538
                                      )
                                      
                                      
                                      9,785,099
                                      
                                      
                                      
                                      2,424,459
                                      
                                      
                                      
                                      21,597,228OTHER
      INCOME (EXPENSE)Interest
      income
                                      
                                      
                                      10,770
                                      
                                      
                                      
                                      66,297
                                      
                                      
                                      
                                      29,189
                                      
                                      
                                      
                                      158,106Interest
      (expense)
                                      
                                      
                                      (4,301,651
                                      )
                                      
                                      
                                      (4,131,929
                                      )
                                      
                                      
                                      (12,639,306
                                      )
                                      
                                      
                                      (12,886,636
                                      )Gain
      (loss) on disposal of assets
                                      
                                      
                                      (28,895
                                      )
                                      
                                      
                                      (381,171
                                      )
                                      
                                      
                                      (4,335
                                      )
                                      
                                      
                                      (385,135
                                      )(4,319,776
                                      )
                                      
                                      
                                      (4,446,803
                                      )
                                      
                                      
                                      (12,614,452
                                      )
                                      
                                      
                                      (13,113,665
                                      )INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                                      
                                      
                                      (6,873,314
                                      )
                                      
                                      
                                      5,338,296
                                      
                                      
                                      
                                      (10,189,993
                                      )
                                      
                                      
                                      8,483,563INCOME
      (LOSS) FROM DISCONTINUED OPERATIONS
                                      
                                      
                                      (335,736
                                      )
                                      
                                      
                                      8,048,053
                                      
                                      
                                      
                                      1,464,808
                                      
                                      
                                      
                                      10,090,740NET
      INCOME (LOSS) BEFORE INCOME TAXES
                                      
                                      
                                      (7,209,050
                                      )
                                      
                                      
                                      13,386,349
                                      
                                      
                                      
                                      (8,725,185
                                      )
                                      
                                      
                                      18,574,303STATE
      INCOME TAX (EXPENSE)
                                      
                                      
                                      (20,370
                                      )
                                      
                                      
                                      (895,700
                                      )
                                      
                                      
                                      (20,370
                                      )
                                      
                                      
                                      (1,204,700
                                      )NET
      INCOME (LOSS)
                                      
                                      
                                      (7,229,420
                                      )
                                      
                                      
                                      12,490,649
                                      
                                      
                                      
                                      (8,745,555
                                      )
                                      
                                      
                                      17,369,603NET
      INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST
                                      
                                      
                                      393,240
                                      
                                      
                                      
                                      (157,635
                                      )
                                      
                                      
                                      207,328
                                      
                                      
                                      
                                      159,453NET
      INCOME (LOSS) ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, LLC
                                      
                                      $
                                      (7,622,660
                                      )
                                      
                                      $
                                      12,648,284
                                      
                                      
                                      $
                                      (8,952,883
                                      )
                                      
                                      $
                                      17,210,150BASIC
      AND DILUTED EARNINGS PER $100,000 CAPITAL
      UNIT
                                      
                                      $
                                      (4,322.04
                                      )
                                      
                                      $
                                      8,134.83
                                      
                                      
                                      $
                                      (5,243.52
                                      )
                                      
                                      $
                                      11,068.83WEIGHTED
      AVERAGE NUMBER OF UNITS OUTSTANDING FOR CALCULATION OF BASIC AND DILUTED
      EARNINGS PER CAPITAL UNIT (based on $100,000 investment)
                                      
                                      
                                      1,763.67
                                      
                                      
                                      
                                      1,554.83
                                      
                                      
                                      
                                      1,707.42
                                      
                                      
                                      
                                      1,554.83
  See Notes
to Condensed Consolidated Financial Statements
  4
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
 (UNAUDITED)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 
 Equity# of
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        Attributable toCapital
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        NoncontrollingUnits
                        
                        
                        Class A
                        
                        
                        Class A-1
                        
                        
                        Class B
                        
                        
                        Class C
                        
                        
                        Interest
                        
                        
                        TotalBALANCES,
      JANUARY 1, 2009
                        
                        
                        1,618.08
                        
                        
                        $
                        76,512,442
                        
                        
                        $
                        15,855,756
                        
                        
                        $
                        3,007,247
                        
                        
                        $
                        (5,990,222
                        )
                        
                        $
                        (1,624,463
                        )
                        
                        $
                        87,760,760Class
      A-1 units issuedin private placement
                        
                        
                        172.98
                        
                        
                        
                        
                        
                        
                        
                        15,834,857
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        15,834,857Net
      Income (Loss)
                        
                        
                        -
                        
                        
                        
                        (3,864,692
                        )
                        
                        
                        (531,084
                        )
                        
                        
                        (682,656
                        )
                        
                        
                        (3,874,451
                        )
                        
                        
                        207,328
                        
                        
                        
                        (8,745,555
                        )Distributions
      to members
                        
                        
                        -
                        
                        
                        
                        (7,287,110
                        )
                        
                        
                        (1,712,169
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (8,999,279
                        )BALANCES,
      SEPTEMBER 30, 2009
                        
                        
                        1,791.06
                        
                        
                        $
                        65,360,640
                        
                        
                        $
                        29,447,360
                        
                        
                        $
                        2,324,591
                        
                        
                        $
                        (9,864,673
                        )
                        
                        $
                        (1,417,135
                        )
                        
                        $
                        85,850,783
  See Notes
to Condensed Consolidated Financial Statements
  5
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 
 2009
                  
                  
                  2008OPERATING
      ACTIVITIESNet
      income (loss)
                  
                  $
                  (8,952,883
                  )
                  
                  $
                  17,210,150Adjustments
      to reconcile net income to net cash from operating
    activities:Depreciation
      and amortization
                  
                  
                  17,138,752
                  
                  
                  
                  17,418,163Unsuccessful
      project costs
                  
                  
                  1,065,840
                  
                  
                  
                  -Noncontrolling
      interest in operations of consolidated LLC
                  
                  
                  207,328
                  
                  
                  
                  159,453(Gain)
      loss on disposal of assets
                  
                  
                  (1,297,488
                  )
                  
                  
                  (8,609,567
                  )Loss
      on impairment of assets
                  
                  
                  6,504,925
                  
                  
                  
                  -Changes
      in current assets and liabilities:Trade
      receivables
                  
                  
                  (1,308,463
                  )
                  
                  
                  (1,140,641
                  )Prepaid
      expenses and other
                  
                  
                  1,417,544
                  
                  
                  
                  904,703Accounts
      payable and related party accounts payable
                  
                  
                  (5,613,554
                  )
                  
                  
                  (2,663,159
                  )Accrued
      expenses
                  
                  
                  147,857
                  
                  
                  
                  1,347,336NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                  
                  
                  9,309,858
                  
                  
                  
                  24,626,438INVESTING
      ACTIVITIESLand
      and hotel acquisitions and construction in progress
                  
                  
                  (10,167,860
                  )
                  
                  
                  (7,290,000
                  )Purchases
      of other property & equipment
                  
                  
                  (9,809,112
                  )
                  
                  
                  (6,207,620
                  )Proceeds
      from asset dispositions, net of closing costs
                  
                  
                  207,814
                  
                  
                  
                  27,775,000Restricted
      cash released (funded)
                  
                  
                  18,222
                  
                  
                  
                  (1,093,061
                  )NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                  
                  
                  (19,750,936
                  )
                  
                  
                  13,184,319FINANCING
      ACTIVITIESProceeds
      from issuance of long-term debt
                  
                  
                  -
                  
                  
                  
                  3,737,000Principal
      payments on long-term debt
                  
                  
                  (5,185,186
                  )
                  
                  
                  (13,123,821
                  )Financing
      fees on long-term debt
                  
                  
                  (614,092
                  )
                  
                  
                  (327,819
                  )Proceeds
      from issuance of notes payable and line of credit
                  
                  
                  4,598,831
                  
                  
                  
                  584,982Principal
      payments on notes payable and line of credit
                  
                  
                  (276,329
                  )
                  
                  
                  -Proceeds
      from equity contributions
                  
                  
                  12,385,707
                  
                  
                  
                  -Distributions
      to members
                  
                  
                  (8,999,279
                  )
                  
                  
                  (16,978,425
                  )Distributions
      to noncontrolling interest
                  
                  
                  -
                  
                  
                  
                  (306,000
                  )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                  
                  
                  1,909,652
                  
                  
                  
                  (26,414,083
                  )NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                  
                  
                  (8,531,426
                  )
                  
                  
                  11,396,674CASH
      AND CASH EQUIVALENTS BEGINNING OF PERIOD
                  
                  
                  18,153,435
                  
                  
                  
                  7,776,395END
      OF PERIOD
                  
                  $
                  9,622,009
                  
                  
                  $
                  19,173,069
  See Notes
to Condensed Consolidated Financial Statements
  6
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 
 2009
                  
                  
                  2008SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      payments for interest, net of the amounts capitalized
below
                  
                  $
                  12,653,385
                  
                  
                  $
                  13,385,605Interest
      capitalized
                  
                  $
                  2,786,468
                  
                  
                  $
                  2,871,952Cash
      payments for state income taxes
                  
                  $
                  512,810
                  
                  
                  $
                  764,913SUPPLEMENTAL
      DISCLOSURE OF NON-CASH FINANCIAL INFORMATION:Acquisitions
      of hotel properties and land through issuance of debt
                  
                  $
                  -
                  
                  
                  $
                  4,647,237Construction
      in progress financed through related party accounts
payable
                  
                  $
                  1,098,940
                  
                  
                  $
                  2,976,602Construction
      in progress financed through accounts payable
                  
                  $
                  5,130,917
                  
                  
                  $
                  -Construction
      in progress financed through issuance of debt
                  
                  $
                  44,489,363
                  
                  
                  $
                  24,836,712Conversion
      of notes payable to long-term debt
                  
                  $
                  -
                  
                  
                  $
                  5,263,260Issuance
      of long-term debt to refinance existing long-term debt
                  
                  $
                  8,440,000
                  
                  
                  $
                  9,925,237Equity
      contributions used to pay down long-term debt
                  
                  $
                  3,449,150
                  
                  
                  $
                  -Sale
      proceeds used to pay down long-term debt
                  
                  $
                  6,134,285
                  
                  
                  $
                  -
  See Notes
to Condensed Consolidated Financial Statements
  7
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 NOTE
1 -   SELECTED SUPPLEMENTARY INFORMATION
 
 Basis
of Presentation
 
 The
accompanying unaudited interim financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission for
reporting on interim periods.  Accordingly, certain information and
footnotes required by the accounting principles generally accepted in the United
States for complete financial statements have been omitted.  Interim
results may not be indicative of fiscal year performance because of seasonal and
other factors.  These interim statements should be read in conjunction with
the financial statements and notes thereto included in our Form 10-K filing for
the year ended December 31, 2008.  In management’s opinion, all
adjustments made were normal and recurring in nature and were necessary for a
fair statement of the results of the interim period.  The December 31,
2008 balance sheet has been derived from the Company’s audited financial
statements included in the Company’s annual report on Form 10-K for the year
ended December 31, 2008.  The Company has evaluated all subsequent
events through November 12, 2009, the date the financial statements were
issued.
 
 The
condensed consolidated financial statements include the accounts of the Company
and Summit Group of Scottsdale, Arizona, LLC.  The effects of all
intercompany accounts and transactions have been eliminated.
 
 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 at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.
 
 Adopted
Accounting Standards
 
 The
Company follows accounting standards set by the Financial Accounting Standards
Board, commonly referred to as the “FASB.”  The FASB sets generally
accepted accounting principles (GAAP) that we follow to ensure we consistently
report our financial condition, results of operations, and cash
flows.  In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting
Principles, which establishes the FASB Accounting Standards Codification,
sometimes referred to as the Codification or ASC, as the sole source of
authoritative GAAP.   The FASB finalized the Codification
effective for periods ending on or after September 1, 2009.  Prior
FASB standards are no longer being issued by the FASB.  Pursuant to
the provisions of FASB ASC 105, the Company has updated references to GAAP in
its financial statements issued for the period ended September 30,
2009.  The Codification will have no effect on the Company’s
consolidated financial statements as it is for disclosure purposes
only.
 
 In
January 2009, the Company adopted FASB ASC 810, Consolidation, which
establishes new accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  Among other items, Topic 810 requires that equity
attributable to noncontrolling interests be recognized in equity separate from
that of the Company’s and that consolidated net income now includes the results
of operations attributable to its noncontrolling interests.
 The
effects on our consolidated financial statements include the reclassification of
previously classified minority interest as noncontrolling interest in a
subsidiary with no effect on net income or loss.
 
 (continued
on next page)
  8
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 In
January 2009, the Company adopted FASB ASC 805, Business Combinations, which
includes the primary requirements as follows:  (i) Upon initially
obtaining control, the acquiring entity in a business combination must recognize
100% of the fair values of the acquired assets, including goodwill, and assumed
liabilities, with only limited exceptions even if the acquirer has not acquired
100% of its target.  As a consequence, the current step acquisition
model will be eliminated.  (ii) Contingent consideration arrangements
will be fair valued at the acquisition date and included on that basis in the
purchase price consideration.  The concept of recognizing contingent
consideration at a later date when the amount of that consideration is
determinable beyond a reasonable doubt, will no longer be
applicable.  (iii) All transaction costs will be expensed as
incurred.  This ASC is effective for business combinations in which
the acquisition date is on or after the first annual reporting period beginning
on or after December 15, 2008.  The adoption of this ASC did not have a
material impact on the Company’s consolidated financial statements.
 
 In
January 2009, the Company adopted FASB ASC 815, Derivatives and Hedging,
which is intended to improve financial reporting about derivative instruments
and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity’s financial position, financial
performance, and cash flows.  This ASC has had no impact on the
consolidated financial statements as the Company does not have derivative
instruments or hedging activities.
 
 In May,
2009, FASB ASC 855, Subsequent Eventswas issued and
establishes the period in which management of a reporting entity should evaluate
events and transactions for recognition or disclosure in the financial
statements.  It also describes the circumstances under which an entity
should recognize events or transactions that occur after the balance sheet
date.  The Company adopted this ASC on June 30, 2009, and it had no
impact on the consolidated financial statements.
 
 Future
Adoption of Accounting Standards
 
 In June
2009, the FASB issued an update to ASC 810, Consolidations, and changed
the consolidation guidance applicable to a variable interest
entity.  Among other things, it requires a qualitative analysis to be
performed in determining whether an enterprise is the primary beneficiary of a
variable interest entity.  FASB ASC 810 is effective for interim and
annual reporting periods ending after November 15, 2009.  The Company
is currently evaluating the effect that ASC 810 will have on its consolidated
financial statements.
 
 Fair
Value
 
 The
Company adopted the provisions of FASB ASC 820, Fair Value Measurements and
Disclosures, effective January 1, 2008.  FASB ASC 820 defines
fair value, establishes a framework for measuring fair value and enhances
disclosures about fair value measurements.   Fair value is
defined under generally accepted accounting principles 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.  Valuation techniques used to measure fair value, as required by
Topic 820 of the FASB ASC, must maximize the use of observable inputs and
minimize the use of unobservable inputs.
 
 Our
estimates of the fair value of financial instruments as of September 30, 2009,
were determined using available market information and appropriate valuation
methods.  Considerable judgment is necessary to interpret market data
and develop estimated fair value.  The use of different market
assumptions or estimation methods may have a material effect on the estimated
fair value amounts.
 
 (continued
on next page)
  9
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 The
carrying amounts of cash and cash equivalents, restricted cash, receivables,
accounts payable and other liabilities approximate fair value due to the
short-term nature of these instruments.
 
 As of
September 30, 2009, the fair value of our consolidated mortgage and other
secured and unsecured loans aggregates $426,263,390, compared to the aggregate
carrying value of $424,137,046 on our consolidated balance sheet.
 
 FASB ASC
820 also requires that non-financial assets and non-financial liabilities be
disclosed at fair value in the financial statements if these items occur
regularly, such as in determining impairment loss or the value of assets held
for sale as described below.
 
 The
following tables summarize the changes in fair value of our Level 3
non-financial assets for the three and nine months ended September 30, 2009 and
2008:
 
 Fair Value Measurement of Assets Using Level 3
      InputsBeginning
      balance at July 1, 2009
                                        
                                        $
                                        18,731,245Total
      losses (unrealized)
                                        
                                        
                                        (6,504,925
                                        )Ending
      balance at September 30, 2009
                                        
                                        $
                                        12,226,320Losses
      for the third quarter of 2009 included in earnings attributable to the
      change in unrealized losses relating to assets held for
    sale.
                                        
                                        $
                                        (6,504,925
                                        )Fair Value Measurement of Assets Using Level 3
      InputsBeginning
      balance at January 1, 2009
                                        
                                        $
                                        18,731,245Total
      losses (unrealized)
                                        
                                        
                                        (6,504,925
                                        )Ending
      balance at September 30, 2009
                                        
                                        $
                                        12,226,320Losses
      for the three quarters of 2009 included in earnings attributable to the
      change in unrealized losses relating to assets held for
    sale.
                                        
                                        $
                                        (6,504,925
                                        )
  Long-Lived
Assets and Impairment
 
 The
Company applies the provisions of FASB ASC 360, Property Plant and Equipment,
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets.  FASB ASC 360 requires a long-lived
asset to be sold to be classified as “held for sale” in the period in which
certain criteria are met, including that the sale of the asset within one year
is probable.  FASB ASC 360 also requires that the results of
operations of a component of an entity that either has been disposed of or is
classified as held for sale be reported in discontinued operations if the
operations and cash flows of the component have been or will be eliminated from
the Company’s ongoing operations.
 
 The
Company periodically reviews the carrying value of its long-term assets in
relation to historical results, current business conditions and trends to
identify potential situations in which the carrying value of assets may not be
recoverable.  If such reviews indicate that the carrying value of such
assets may not be recoverable, the Company would estimate the undiscounted sum
of the expected cash flows of such assets to determine if such sum is less than
the carrying value of such assets to ascertain if an impairment
exists.  If an impairment exists, the Company would determine the fair
value by using quoted market prices, if available for such assets, or if quoted
market prices are not available, the Company would discount the expected future
cash flows of such assets.
 
 (continued
on next page)
  10
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 During
2009, the Company has determined that six land parcels were deemed to be
impaired and written down to their fair market value.  Carrying value
of the assets exceeded fair value by $6,504,925, with fair value being
determined by reference to the estimated quoted market prices of such assets as
defined in Level 3 Inputs.  An impairment loss of that amount has been
charged to operations in 2009.
 
 Assets
Held for Sale
 
 During
the third quarter of 2009, the Company completed a comprehensive review of its
investment strategy and of its existing hotel portfolio to identify properties
which the Company believes are either non-core or no longer complement the
business as required by FASB ASC 360.  The Company has committed to
sell six parcels of land that were originally purchased for development and
thus, their net book value, as defined in Level 3 Inputs, is recorded as assets
held for sale as of September 30, 2009.
 
 Assets
held for sale at September 30, 2009 and December 31, 2008 are comprised of the
following:
 
 2009
                    
                    
                    2008Land
                    
                    $
                    12,226,320
                    
                    
                    $
                    -
 
 Discontinued
Operations
 
 In
accordance with FASB ASC 360, the Company classifies its condensed consolidated
financial statements of operations for the three and nine month periods ended
September 30, 2009 and 2008, and its condensed consolidated balance sheet as of
September 30, 2009.  This presentation reflects discontinued
operations of seven consolidated hotel properties sold during the period, or to
be sold pursuant to the plan for hotel dispositions.  This
classification has no impact on the Company’s net income or the net income per
capital unit.  The seven hotel properties are located in St. Joseph,
MO; Ellensburg, WA; two in Kennewick, WA; Lewiston, ID; Jackson, MS; and
Overland Park, KS.  The Lewiston, ID; Jackson, MS; Overland Park, KS;
and Kennewick, WA hotel properties were sold during 2008 for approximately
$28,575,000.  The St. Joseph, MO property was sold during 2nd quarter
2009 for approximately $4,050.000.  The Ellensburg, WA property was
sold during 3rd quarter
of 2009 for approximately $2,760,000.
 
 Condensed
financial information of the results of operations for these hotel properties
included in discontinued operations for the three and nine month periods ended
September 30, 2009 and 2008 are as follows:
    11
 
 SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 Three Months Ended
                    
                    
                    Nine Months EndedSeptember 30,2009
                    
                    
                    September 30, 2008
                    
                    
                    September 30,2009
                    
                    
                    September 30, 2008REVENUES
                    
                    $
                    166,648
                    
                    
                    $
                    898,017
                    
                    
                    $
                    1,133,690
                    
                    
                    $
                    6,342,041COSTS
      AND EXPENSESDirect
      hotel operations
                    
                    
                    50,254
                    
                    
                    
                    345,883
                    
                    
                    
                    348,065
                    
                    
                    
                    2,009,777Other
      hotel operating expenses
                    
                    
                    21,454
                    
                    
                    
                    155,192
                    
                    
                    
                    135,122
                    
                    
                    
                    750,903General,
      selling and administrative
                    
                    
                    69,093
                    
                    
                    
                    207,716
                    
                    
                    
                    258,495
                    
                    
                    
                    1,125,363Repairs
      and maintenance
                    
                    
                    3,143
                    
                    
                    
                    29,283
                    
                    
                    
                    36,091
                    
                    
                    
                    182,038Depreciation
      and amortization
                    
                    
                    61,442
                    
                    
                    
                    48,961
                    
                    
                    
                    153,948
                    
                    
                    
                    664,920205,386
                    
                    
                    
                    787,035
                    
                    
                    
                    931,721
                    
                    
                    
                    4,733,001INCOME
      FROM OPERATIONS
                    
                    
                    (38,738
                    )
                    
                    
                    110,982
                    
                    
                    
                    201,969
                    
                    
                    
                    1,609,040OTHER
      INCOME (EXPENSE)Interest
      income
                    
                    
                    -
                    
                    
                    
                    4,576
                    
                    
                    
                    116
                    
                    
                    
                    15,967Interest
      (expense)
                    
                    
                    (3,935
                    )
                    
                    
                    (25,849
                    )
                    
                    
                    (39,100
                    )
                    
                    
                    (528,969
                    )Gain
      (loss) on disposal of assets
                    
                    
                    (293,063
                    )
                    
                    
                    7,958,344
                    
                    
                    
                    1,301,823
                    
                    
                    
                    8,994,702(296,998
                    )
                    
                    
                    7,937,071
                    
                    
                    
                    1,262,839
                    
                    
                    
                    8,481,700INCOME
      (LOSS) FROM DISCONTINUED OPERATIONS
                    
                    $
                    (335,736
                    )
                    
                    $
                    8,048,053
                    
                    
                    $
                    1,464,808
                    
                    
                    $
                    10,090,740BASIC
      AND DILUTED EARNINGS PER $100,000 CAPITAL UNIT
                    
                    $
                    (190.36
                    )
                    
                    $
                    5,176.16
                    
                    
                    $
                    857.91
                    
                    
                    $
                    6,489.93
 
 Acquisitions
 
 The
Company applies the principles of FASB ASC 805, Business Combinations, in
accounting for its acquisitions.  The Company determines the cost of
the acquired property based upon the fair value of assets distributed as
consideration and the fair value of liabilities incurred.  The cost of
the acquired entity includes all direct costs of the business combination
whereas indirect and general expenses are expensed as incurred.  The
Company allocates the cost of the acquired entity to the assets acquired and
liabilities assumed based upon their estimated fair market values at the date of
acquisition.  To determine fair value of the various components
acquired, the Company engages independent valuation consultants and other
third-party real-estate appraisals as necessary.  The Company
allocates the cost of the acquired property based upon the relative fair values
of the various components contained in the appraisals.  In some cases,
the cost of the property acquired may be less than the fair value contained in
the appraisals.  In these cases, the Company reduces the fair values
based upon the relative value of the components of the
acquisition.  The excess of the cost of the acquisition over the fair
value will be assigned to intangible assets if the intangible asset is separable
and if it arises from a contractual or other legal right.  Any
remaining excess of the cost of acquisition over fair values assigned to
separable assets is recognized as goodwill.  Further, many of the
Company’s hotel acquisitions to date have been aggregated which in accordance
with Topic 805 of the FASB ASC has resulted in an aggregated purchase price
allocation.  Since its inception, the Company’s acquisitions and
subsequent purchase price allocations have resulted in no goodwill.
 
 (continued
on next page)
  12
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 Accrued
Expenses
 
 Accrued
expenses at September 30, 2009 and December 31, 2008 are as
follows:
 
 2009
                    
                    
                    2008Accrued
      taxes
                    
                    $
                    5,943,385
                    
                    
                    $
                    5,910,209Accrued
      salaries and benefits
                    
                    
                    1,770,527
                    
                    
                    
                    1,838,615Accrued
      interest
                    
                    
                    1,188,972
                    
                    
                    
                    1,109,577Other
      accrued expenses
                    
                    
                    1,201,345
                    
                    
                    
                    1,097,971$
                    10,104,229
                    
                    
                    $
                    9,956,372
 
 Note
Obligations
 
 On March
10, 2009, the Company entered into a loan modification agreement with MetaBank
in the amount of $7,450,000 on the Boise, ID Cambria Suites.  The loan
modification extended the maturity date to April 1, 2012.
 
 The
Fortress Credit Corp. note with a current balance of $82,282,218 has a scheduled
maturity date of March 2010, so it has been included in the current maturities
section of the balance sheet.   However, the loan agreement does
have an option of two one-year maturity date extensions.   These
options are at the discretion of the lender based on review of the loan
covenants.
 
 On June
29, 2009, the Company entered into a loan with Bank of the Ozarks in the amount
of $10,816,000 to fund the hotel construction located in Portland,
OR.  The loan carries a variable interest rate of 90 day LIBOR plus
400 basis points, and matures in June 29, 2012.  The balance at
September 30, 2009 is approximately $2,488,000.
 
 Commitments/Agreements
 
 The
Company has entered into 4 construction contracts totaling approximately
$48,200,000 with three contractors to develop hotel properties.  The
remaining commitment is estimated to be $4,400,000 and will be funded with
existing construction loans or equity contributions.
 
 Related
Parties
 
 For the
three months ended September 30, 2009 and 2008, the Company paid reimbursed
management expenses of $575,176 and $904,874, respectively.  For the
nine months ended September 30, 2009 and 2008, the Company paid reimbursed
management expenses of $2,269,076 and $2,975,395,
respectively.   The Company paid reimbursed accounting services
of $443,125 and $491,913 for the nine months ended September 30, 2009 and
2008.
 
 As of
September 30, 2009 and December 31, 2008, the Company had accounts payable to
The Summit Group, Inc. for $1,384,761 and $3,173,179 relating to reimbursement
of management and development expenses.
 
 (continued
on next page)
  13
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIALS STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2009
 
 In 2008,
the Company issued a private placement memorandum (PPM) for the purpose of
acquiring additional investors.  Summit Capital Partners, LLC (SCP), a
related party through common ownership and management control, brokered
securities related to the PPM for the company.  For the nine months
ended September 30, 2009, capital contributions of $17,298,000,000 (cash
proceeds received net of expenses equaled $15,834,857) was raised with the
assistance of SCP.  Commission expense paid to SCP for the nine months
ended September 30, 2009 was $424,865.
 
 Subsequent
Events
 
 On
October 21, 2008, the Company issued a private placement memorandum (PPM) for
the purpose of acquiring additional investors.  For the one month
period ended October 31, 2009, the Company received capital contributions of
$3,840,000 in connection with this offering and issued 76.8 Class A-1 $50,000
membership units.  The Company received proceeds of the offering (net
of expenses) of approximately $3,544,000.
  14




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





Forward-Looking
Statements





This
report includes “forward-looking” statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and releases. Forward-looking
statements are any statements other than statements of historical fact,
including statements regarding our expectations, beliefs, hopes, intentions or
strategies regarding the future. In some cases, forward-looking statements can
be identified by the use of words such as “may,” “will,” “expects,” “should,”
“believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,”
“continue,” or other words of similar meaning. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, general economic conditions, our financial and business prospects,
our capital requirements, our financing prospects, and those disclosed as risks
in other reports filed by us with the Securities and Exchange Commission,
including those described in Item 1A. of our annual report filed on Form 10-K.
We caution readers that any such statements are based on currently available
operational, financial and competitive information, and they should not place
undue reliance on these forward-looking statements, which reflect management’s
opinion only as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these forward-looking statements
to reflect events or circumstances as they occur.





Overview





Management’s
discussion and analysis of financial conditions and results of operations
(“MD&A”) discusses our condensed consolidated financial statements, which
have been prepared in accordance with United States generally accepted
accounting principles.  The preparation of these condensed
consolidated financial statements requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and reported amounts of revenues and costs and expenses
during the reporting periods.  On an ongoing basis, management
evaluates its estimates and judgments, including those related to revenue
recognition, bad debts, investments, plant, property and equipment and
intangible assets, income taxes, financing operations, self-insurance claims
payable, contingencies, and litigation.





Management
bases its estimates and judgments on historical experience and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of the
assets and liabilities that are not readily available from other
sources.  Actual results may differ from these estimates under
different assumptions and conditions.




15




Critical
Accounting Policies





Property and
Equipment





Property and equipment are stated at
cost less accumulated depreciation.  We periodically review the
carrying value of property and equipment and other long-lived assets for
indications that the carrying value of such assets may not be
recoverable.  This review consists of a comparison of the carrying
value of the assets with the expected future undiscounted cash
flows.  If the respective carrying values exceed the expected future
undiscounted cash flows, the impairment is measured using fair value measures to
the extent available or discounted cash flows.





Capitalized Development and
Interest Costs





The Company capitalizes all hotel
development costs and other direct overhead costs related to the purchase and
construction of hotels.  Additionally, the Company capitalizes the
interest costs associated with constructing new hotels.  Capitalized
development, direct overhead and interest are depreciated over the estimated
lives of the respective assets.  Organization and start-up costs are
expensed as incurred.





Adopted Accounting
Standards





The
Company follows accounting standards set by the Financial Accounting Standards
Board, commonly referred to as the “FASB.”  The FASB sets generally
accepted accounting principles (GAAP) that we follow to ensure we consistently
report our financial condition, results of operations, and cash
flows.  In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting
Principles, which establishes the FASB Accounting Standards Codification,
sometimes referred to as the Codification or ASC, as the sole source of
authoritative GAAP.   The FASB finalized the Codification
effective for periods ending on or after September 1, 2009.  Prior
FASB standards are no longer being issued by the FASB.  Pursuant to
the provisions of FASB ASC 105, the Company has updated references to GAAP in
its financial statements issued for the period ended September 30,
2009.





Impairment of Long-Lived
Assets





We consider each individual hotel to be
an identifiable component of our business.  In accordance with FASB
ASC 360, “Property Plant and Equipment,” we do not consider a hotel as “held for
sale” until the potential transaction has been approved by our Board, as may be
required, and it is probable that the sale will be completed within one year. We
do not consider a sale to be probable until a buyer’s due diligence review is
completed and all substantive conditions to the buyer’s performance have been
satisfied.  Once a hotel is “held for sale,” the operations related to
the hotel will be included in discontinued operations.




16




We do not depreciate hotel assets while
they are classified as “held for sale.”  Upon designation of a hotel
as being “held for sale,” and quarterly thereafter, we review the carrying value
of the hotel and, as appropriate, adjust its carrying value to the lesser of
depreciated cost or fair value less cost to sell, in accordance with ASC
360.  Any such adjustment in the carrying value of a hotel classified
as “held for sale” will be reflected in discontinued operations.  We
will include in discontinued operations the operating results of hotels
classified as “held for sale” or that have been sold.





We
periodically review the carrying value of certain long-lived assets in relation
to historical results, current business conditions and trends to identify
potential situations in which the carrying value of assets may not be
recoverable.  If such reviews indicate that the carrying value of such
assets may not be recoverable, we estimate the undiscounted sum of the expected
cash flows of such assets to determine if such sum is less than the carrying
value of such assets to ascertain if an impairment exists.  If an
impairment exists, we determine the fair value by using quoted market prices, if
available for such assets, or if quoted market prices are not available, we
would discount the expected future cash flows of such assets.





Management has identified six land
parcels that the Company intends to sell and no longer develop.  These
parcels were deemed to be impaired and written down to their fair market
value.  Carrying value exceeded their fair value by $6,504,925, which
fair value was determined to be the quoted market prices of the
assets.  Therefore, an impairment loss of that amount has been charged
to operations in the quarter ending September 30, 2009.





Consolidation
Policy





The consolidated financial statements
include the accounts of the Company and its variable interest entity, Summit
Group of Scottsdale, Arizona, LLC.  All significant intercompany
accounts and transactions have been eliminated.





The Company adopted FASB ASC 810,
“Consolidations” beginning October 1, 2004.  This ASC requires that we
present any variable interest entities in which we have a majority variable
interest on a consolidated basis in our financial statements.





In January 2009, the Company adopted an
update to ASC 810, which requires that equity attributable to non-controlling
interests be recognized separate from that of the Company’s and that
consolidated net income now includes the results of operations attributable to
the Company’s non-controlling interests.





Revenue
Recognition





The
revenue from the operation of a hotel is recognized as part of the hotel
operations segment when earned.  Typically, cash is collected from the
guest at the time of check-in or checkout or the guest pays by credit card which
is typically reimbursed within 2-3 days; however, we also extend credit to
selected corporate customers.




17




Results
of Operations





The
following discussion presents an analysis of results of our operations for the
three and nine months ended September 30, 2009 and September 30,
2008.





Our
operating results declined for the three and nine months ended September 30,
2009 compared to the three and nine months ended September 30, 2008. The primary
cause was a decline in revenues caused by decreased occupancy rates and average
daily rates (ADRs) at our hotels.  Due to the significant decline in
the national economy, occupancy rates and room rates have decreased at hotels
throughout the United States, including the Company’s hotels.





All of
our revenues are derived from guestroom rentals at our hotels, and revenues from
services related to guestroom rentals.  In addition to guestroom
rental revenue, our hotels derived revenues from fees to guests for telephone
usage, hotel meeting room rentals, restaurant and lounge receipts, hotel laundry
and valet services, revenues from concessions and other fees charged to hotel
users for similar services.  All revenues were generated from hotels
located in the United States.





Management
utilizes a variety of indicators to compare the financial and operating
performance of the hotels between periods, as well as the performance of
individual hotels or groups of hotels.  The key indicators we use
include: occupancy percentage rate which is the percentage computed as the
number of hotel guestrooms occupied divided by the number of guestrooms
available for occupancy; average daily rate (ADR) which is the average rental
rate charged to guests; revenue per available room (RevPAR) which is the product
of the occupancy rate and ADR.  Each of these indicators is also
commonly used throughout the hotel industry.  Because the number of
hotels we own each year is variable, we believe these indicators give a better
indication of our performance.





Three
Months Ended September 30, 2009 Compared with Three Months Ended September 30,
2008





Revenues





Total revenue for the three months
ended September 30, 2009 was $32.2 million, compared to $38.0 million during the
three months ended September 30, 2008.  This is a decrease of
15.3%.  The decrease was primarily caused by decreasing occupancy
rates and ADRs at our hotels.





The key indicators for the Company’s
hotel performance for the three months ended September 30, 2009 and 2008 are set
forth in the following table.





Three Months Ended
                                        
                                        
                                        Three Months EndedSeptember 30,
                                        
                                        
                                        September 30,2009
                                        
                                        
                                        2008
                                        
                                        
                                        Increase/(Decrease)All
      Company HotelsRevPAR
                                        
                                        $
                                        56.89
                                        
                                        
                                        $
                                        75.32
                                        
                                        
                                        $
                                        (18.43
                                        )Average
      Daily Rate
                                        
                                        $
                                        87.21
                                        
                                        
                                        $
                                        104.60
                                        
                                        
                                        $
                                        (17.39
                                        )Occupancy
      Rate
                                        
                                        
                                        65.23
                                        %
                                        
                                        
                                        72.01
                                        %
                                        
                                        
                                        (6.78
                                        )%




18




Management
attributes the decline in revenues to decreased occupancy rates and average
daily rates (ADRs) at our hotels.  Due to the significant decline in
the national economy, many business and leisure travelers have cancelled or
postponed travel plans.  As a result, occupancy rates at hotels
throughout the United States have declined.  Because of the lower
occupancy rates, many hotel operators have lowered their room rates in an
attempt to be more competitive.  Consequently, we were also forced to
lower room rates during the fourth quarter of 2008 and the first three quarters
of 2009 to remain competitive in our markets.





The
effects of the decline in the national economy are exacerbated by the increased
supply in hotel rooms that occurred in our markets during 2007 and
2008.  Due to increased construction of new hotels throughout the
United States, the supply of new hotels rooms exceeded demand for hotel rooms
during the past few years.  This resulted in decreasing occupancy
rates at our hotels throughout 2007 and 2008.  Thus, the effects of
the national economy are in addition to already overbuilt hotel markets in much
of the United States.





Occupancy and ADR declined at our
hotels during the three months ended September 30, 2009 compared to the three
months ended September 30, 2008 in large part because of the effects of the
national recession as described above.  In addition, the Company
opened three new hotels during the third quarter of 2009.  New hotels
generally open with lower occupancy rates and ADRs, as was the case with the
Company’s three new hotels.  Thus, these new hotels caused a further
reduction in our portfolio occupancy rates and ADR.  We continue to
focus our efforts on revenue management to ensure that each of our hotels
maximizes its revenues each day by attaining the optimum balance between ADR and
occupancy rate.  Further, we continue to emphasize marketing at our
newer hotels so that they continue to stabilize, despite the challenges caused
by the economy.





Hotel Operating
Expenses





Our hotel
operating expenses increased as a percentage of revenues, and totaled $34.8
million for the three months ended September 30, 2009, which was 107.9% of our
total revenues, compared to $28.2 million for the three months ended September
30, 2008, which was 74.3% of our total revenues. The largest component of this
increase was due to the impairment loss of $6.5 million or 20.2% of total
revenue.  This non-cash expense reflects a write-down of the value of
certain parcels of land to their fair market value.  The remaining
increase in the percentage of operating expenses to revenues was caused by the
decline in revenues, but a limited corresponding decline in
expenses.  Hotel operating expenses consist primarily of expenses
incurred in the day-to-day operation of our hotels such as hotel staff salaries
and wages, hotel utility expenses, hotel real estate taxes, and royalty and
other fees charged by our franchisors.  Many of our expenses are
fixed, such as essential hotel staff, real estate taxes, insurance,
depreciation, and certain types of franchise fees, and these expenses do not
decrease even if the revenues at our hotels decrease.





Due to
the decline in revenues, management has re-focused its efforts on operating our
hotels efficiently and reducing expenses, but without sacrificing a high-quality
guest experience. Despite the efforts to decrease expenses during the three
months ended September 30, 2009 compared to the three months ended September 30,
2008, because of the significant decline in revenues, the Company generated Net
Loss of $7.2 million. Although Net Income declined during the three months ended
September 30, 2009 compared to the three months ended September 30, 2008,
because of the Company’s efforts to reduce expenses, the Company continues to
generate positive Net Cash from Operations (as defined below).




19




The
Company generated Net Cash from Operations of $0.9 million during the three
months ended September 30, 2009. Net Cash from Operations as defined in the
Company’s Operating Agreement is gross cash proceeds from the Company’s
operations and disposition of assets, less the portion used to pay the
established reserves, debt payments, capital improvements, replacements and
contingencies, all as determined by the Company Manager. Management believes
this non-GAAP financial measure is significant because many members are highly
interested in the Company’s cash flow, which reflects its ability to make
distributions to its members including the Priority Return
payments.  Management continues to review operational cash flow and
debt obligations on a monthly basis, and believes it is prudent to hold excess
Net Cash from Operations in reserve due to the current challenging economic
environment.  At this time, management does not anticipate making
distributions to its investors in excess of Priority Return payments, and will
continue to monitor the prudence of making the Priority Return payments until
such time as the economic challenges facing the Company subside. Please see the
attached Exhibit 99.1 for a reconciliation of Net Cash from Operations to Net
Income (Loss).





Depreciation





Our depreciation and amortization
expenses totaled $5.6 million for the three months ended September 30, 2009, and
$5.6 million for the three months ended September 30, 2008.  Our
buildings and major improvements are recorded at cost and depreciated using the
straight-line method over 27 to 40 years, the estimated useful lives of the
assets. Hotel equipment, furniture and fixtures are recorded at cost and
depreciated using the straight-line method over the estimated useful lives of
the related assets of 2 to 15 years. Periodically, we adjust the estimated
useful life of an asset based upon our current assessment of the remaining
utility of such asset.





Management Expense





We reimburse The Summit Group, Inc. for
the expenses it incurs in the management of our hotels and as Company
Manager.  During the three months ended September 30, 2009, we
reimbursed The Summit Group $575,176 in hotel management and Company Manager
expenses, which was 1.8% of our total revenues from continuing
operations.  In the three months ended September 30, 2008, we
reimbursed The Summit Group $904,874 in hotel management and Company Manager
expenses, which was 2.4% of our total revenues from continuing
operations.  The reduction in management expense is due to the
Company’s efforts to reduce expenses during the economic downturn.




20




Repairs and Maintenance





We incurred $1.4 million in repair and
maintenance expenses for the three months ended September 30, 2009, and $1.3
million in repair and maintenance expenses for the three months ended September
30, 2008.  Normal maintenance and repair costs are expensed as they
are incurred.  Hotel development costs and other direct overhead costs
related to the purchase and construction of hotels are
capitalized.  Expenses related to remodeling hotels are expensed to
the extent permitted by generally accepted accounting principles.





Net Income
(Loss)





Net Income (Loss) Attributable to
Summit Hotel Properties, LLC for the three months ended September 30, 2009 was
($7.6 million) million compared to $12.6 million for the three months ended
September 30, 2008.  Income (Loss) from Continuing Operations
decreased from $5.3 million for the three months ended September 30, 2008 to
($6.9 million) for the three months ended September 30, 2009.  We
generated Earnings (Loss) Per Unit of ($4,322) for the three months ended
September 30, 2009 compared to $8,135 for the three months ended September 30,
2008.  Despite the decline in Net Income during the three months ended
September 30, 2009 compared to the three months ended September 30, 2008, the
Company’s management anticipates that the Company will continue to make the
Priority Return payments to investors, but continues to review operational cash
flow and debt obligations on a monthly basis to determine the prudence of
continuing to make the Priority Return payments.





Net Income (Loss) Attributable to
Summit Hotel Properties, LLC and related financial measures decreased in the
three months ended September 30, 2009 compared to the three months ended
September 30, 2008 due to three primary factors:  (i) the $5.8 million
decline in revenue due to decreased occupancy rates and ADR; (ii) the $6.5
million non-cash loss on impairment taken in the third quarter of 2009; and
(iii) the $8.0 million Income From Discontinued Operations generated in the
third quarter of 2008.





Nine
Months Ended September 30, 2009 Compared with Nine Months Ended September 30,
2008





Revenues





Total revenue for the nine months ended
September 30, 2009 was $92.8 million, compared to $106.0 million during the nine
months ended September 30, 2008.  This is a decrease of
12.4%.  The decrease was primarily caused by decreasing occupancy
rates and ADRs at our hotels.





The key indicators for the Company’s
hotel performance for the nine months ended September 30, 2009 and 2008 are set
forth in the following table.





Nine Months Ended
                            
                            
                            Nine Months EndedSeptember 30,
                            
                            
                            September 30,2009
                            
                            
                            2008
                            
                            
                            Increase/(Decrease)All
      Company HotelsRevPAR
                            
                            $
                            56.71
                            
                            
                            $
                            70.22
                            
                            
                            $
                            (13.51
                            )Average
      Daily Rate
                            
                            $
                            88.42
                            
                            
                            $
                            102.55
                            
                            
                            $
                            (14.13
                            )Occupancy
      Rate
                            
                            
                            64.14
                            %
                            
                            
                            68.47
                            %
                            
                            
                            (4.33
                            )%




21




Management
attributes the decline in revenues to decreased occupancy rates and average
daily rates (ADRs) at our hotels.  Due to the significant decline in
the national economy, many business and leisure travelers have cancelled or
postponed travel plans.  As a result, occupancy rates at hotels
throughout the United States have declined.  Because of the lower
occupancy rates, many hotel operators have lowered their room rates in an
attempt to be more competitive.  Consequently, we were also forced to
lower room rates during the fourth quarter of 2008 and first three quarters of
2009 to remain competitive in our markets.





The
effects of the decline in the national economy are exacerbated by the increased
supply in hotel rooms that occurred in our markets during 2007 and
2008.  Due to increased construction of new hotels throughout the
United States, the supply of new hotels rooms exceeded demand for hotel rooms
during the past few years.  This resulted in decreasing occupancy
rates at our hotels throughout 2007 and 2008.  Thus, the effects of
the national economy are in addition to already overbuilt hotel markets in much
of the United States.





Occupancy and ADR declined at our
hotels during the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008 in large part because of the effects of the
national recession as described above.  In addition, the Company
opened three new hotels during the third quarter of 2009.  New hotels
generally open with lower occupancy rates and ADRs, as was the case with the
Company’s three new hotels.  Thus, these new hotels caused a further
reduction in our portfolio occupancy rates and ADR.  We continue to
focus our efforts on revenue management to ensure that each of our hotels
maximizes its revenues each day by attaining the optimum balance between ADR and
occupancy rate.  Further, we continue to emphasize marketing at our
newer hotels so that they continue to stabilize, despite the challenges caused
by the economy.





Hotel Operating
Expenses





Our hotel
operating expenses increased as a percentage of revenues, and totaled $90.4
million for the nine months ended September 30, 2009, which was 97.4% of our
total revenues, compared to $84.4 million for the nine months ended September
30, 2008, which was 79.6% of our total revenues. The largest component of this
increase was due to the impairment loss of $6.5 million or 7.0% of total
revenues.  This non-cash expense reflects a write-down of the value of
certain parcels of land to their fair market value. There was also $1.0 million
in development costs from unsuccessful projects expensed during 2009, and a
similar expense did not occur during 2008.  The remaining increase in
the percentage of operating expenses to revenues was caused by the decline in
revenues, but a limited corresponding decline in expenses.  Hotel
operating expenses consist primarily of expenses incurred in the day-to-day
operation of our hotels such as hotel staff salaries and wages, hotel utility
expenses, hotel real estate taxes, and royalty and other fees charged by our
franchisors.  Many of our expenses are fixed, such as essential hotel
staff, real estate taxes, insurance, depreciation, and certain types of
franchise fees, and these expenses do not decrease even if the revenues at our
hotels decrease.





Due to
the decline in revenues, management has re-focused its efforts on operating our
hotels efficiently and reducing expenses, but without sacrificing a high-quality
guest experience.  Despite the significant efforts to decrease
revenues during the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008, because of the significant decline in revenues,
the Company generated Net Loss of $8.7 million. Although Net Income declined
during the nine months ended September 30, 2009 compared to the nine months
ended September 30, 2008, because of the Company’s efforts to reduce expenses,
the Company continues to generate positive Net Cash from Operations (as defined
below).




22




The
Company generated Net Cash from Operations of $2.5 million during the nine
months ended September 30, 2009.  Net Cash from Operations as defined
in the Company’s Operating Agreement is gross cash proceeds from the Company’s
operations and disposition of assets, less the portion used to pay the
established reserves, debt payments, capital improvements, replacements and
contingencies, all as determined by the Company Manager. Management believes
this non-GAAP financial measure is significant because many members are highly
interested in the Company’s cash flow, which reflects its ability to make
distributions to its members including the Priority Return payments. Management
continues to review operational cash flow and debt obligations on a monthly
basis, and believes it is prudent to hold excess Net Cash from Operations in
reserve due to the current challenging economic environment.  At this
time, Management does not anticipate making distributions to its investors in
excess of Priority Return payments, and will continue to monitor the prudence of
making the Priority Return payments  until such time as the economic
challenges facing the Company subside.  Please see the attached
Exhibit 99.1 for a reconciliation of Net Cash from Operations to Net Income
(Loss).





Depreciation





Our depreciation and amortization
expenses totaled $17.0 million for the nine months ended September 30, 2009, and
$16.8 million for the nine months ended September 30, 2008.  Our
buildings and major improvements are recorded at cost and depreciated using the
straight-line method over 27 to 40 years, the estimated useful lives of the
assets. Hotel equipment, furniture and fixtures are recorded at cost and
depreciated using the straight-line method over the estimated useful lives of
the related assets of 2 to 15 years. Periodically, we adjust the estimated
useful life of an asset based upon our current assessment of the remaining
utility of such asset.





Management Expense





We reimburse The Summit Group, Inc. for
the expenses it incurs in the management of our hotels and as Company
Manager.  During the nine months ended September 30, 2009, we
reimbursed The Summit Group $2,269,076 in hotel management and Company Manager
expenses, which was 2.4% of our total revenues from continuing
operations.  In the nine months ended September 30, 2008, we
reimbursed The Summit Group $2,975,395 in hotel management and Company Manager
expenses, which was 2.8% of our total revenues from continuing
operations.  The reduction in management expense is due to the
Company’s efforts to reduce expenses during the economic downturn.




23




Repairs and Maintenance





We incurred $5.0 million in repair and
maintenance expenses for the nine months ended September 30, 2009, and $6.5
million in repair and maintenance expenses for the nine months ended September
30, 2008.  Our repair and maintenance expense has declined because
fewer of the Company’s hotels are undergoing regularly scheduled renovations
during 2009. Normal maintenance and repair costs are expensed as they are
incurred.  Hotel development costs and other direct overhead costs
related to the purchase and construction of hotels are
capitalized.  Expenses related to remodeling hotels are expensed to
the extent permitted by generally accepted accounting principles.




Net Income
(Loss)





Net Income (Loss) Attributable to
Summit Hotel Properties, LLC for the nine months ended September 30, 2009 was
($9.0 million) compared to $17.2 million for the nine months ended September 30,
2008.  Income (Loss) from Continuing Operations decreased from $8.5
million for the nine months ended September 30, 2008 to ($10.2 million) for the
nine months ended September 30, 2009.  We generated Earnings (Loss)
Per Unit of ($5,244) for the nine months ended September 30, 2009 compared to
$11,069 for the nine months ended September 30, 2008.  Despite the
decline in Net Income in the nine months ended September 30, 2009 compared to
the nine months ended September 30, 2008, the Company’s management anticipates
that the Company will continue to make the Priority Return payments to
investors, but continues to review operational cash
flow and debt obligations on a monthly basis to determine the prudence of
continuing to make the Priority Return payments.  Net Income
(Loss) Attributable to Summit Hotel Properties, LLC decreased in the nine months
ended September 30, 2009 compared to the nine months ended September 30, 2008,
due to three primary factors:  (i) the $13.1 million decline in
revenue due to decreased occupancy rates and ADR; (ii) the $6.5 million non-cash
loss on impairment taken in the third quarter of 2009; and (iii) the $8.6
million decrease in Income From Discontinued Operations.





Seasonality and
Diversification





The hotel
and leisure industry is seasonal in nature; however, the periods during which
our properties experience higher hotel revenue activities vary from property to
property and depend principally upon location. Our revenues historically have
generally been lower in the first and fourth quarters than in the second or
third quarters.





Liquidity
and Capital Resources





Cash From Operating
Activities





Cash
generated from hotel operations is the primary source of funding for operational
expenses, debt service and distributions to members.  We maintain a
cash reserve to fund anticipated and unanticipated shortfalls in
liquidity.  The cash reserve balance is reviewed and adjusted on a
monthly basis to reflect anticipated decreases in revenues resulting from
seasonal fluctuations, declines in revenues resulting from significant events
affecting projected industry revenues, and planned major capital
expenditures.   Due to the downturn in the economy and the
reduced amount available under our line of credit discussed under Cash From
Financing Activities below, management anticipates increasing cash reserves
above levels that we have historically maintained.




24




We
generated $9.3 million in cash from operating activities during the nine months
ended September 30, 2009, compared to $24.6 million during the nine months ended
September 30, 2008.  This decline in cash generated was largely due to
the decline in the Company’s revenues.





Many
economists have reported that the United States is in a severe recession. During
the third and fourth quarters of 2008 and first three quarters of 2009, many
individuals and families cancelled or postponed leisure travel
plans.  Furthermore, corporations and businesses throughout the United
States eliminated or significantly restricted travel budgets.  As a
result, occupancy rates fell in hotels across the country.  In
addition, luxury hotels have drastically reduced their room rates, thus
competing with mid-scale hotels.  These trends intensified in the
first three quarters of 2009.  We anticipate that these trends will
continue for the remainder of 2009 and a portion of 2010.  Hotels in
large metropolitan areas appear to have suffered the most significant effects of
the financial crisis.  Hotels in mid-sized and smaller markets have
also experienced declining revenues, but to a lesser degree than in major
metropolitan areas.





The
Company experienced declining occupancy rates in 2007 and 2008 due to
over-building of hotels in many markets.  The decline in occupancy
rates intensified during the third and fourth quarters of 2008, and the first
three quarters of 2009, as the nationwide recession
worsened.  Furthermore, we have been forced to reduce room rates at
many of our hotels in order to remain competitive.  Our hotels located
in major metropolitan areas (including Bellevue, Washington, Dallas, Texas, and
Phoenix, Arizona) have experienced the most significant declines in occupancy
rates and ADR.  Our hotels located in mid-sized and smaller markets
have experienced smaller declines in occupancy rates and ADR.  Thus,
our diversity across various markets has helped to lessen the impact of the
recession on our portfolio.





In order
to combat the effects of the recession and over-building in many markets, we
continue to focus on remaining highly competitive within our markets, and
engaging in the direct sales process.  Furthermore, our hotels have
intensified efforts to provide a quality guest-experience, but with reduced
expenses.  Hotel staffs have been reduced, primarily through
attrition.  Expenses are very closely monitored and controlled, but
with a focus on not reducing guest satisfaction.  As a result of these
efforts, management anticipates that, for the foreseeable future, we will have
sufficient resources to fund hotel operating expenses, make all debt service
payments, make capital improvements, and make the Priority Return distributions
to our investors, but Management continues to review operational cash flow and
debt obligations on a monthly basis to determine the prudence of continuing to
make the Priority Return payments.





Cash From Investing
Activities





Certain
of our borrowing arrangements require that we maintain cash reserves for payment
of property taxes, insurance and maintenance expenses of our
hotels.  These restricted funds are for use only at the hotels
financed by the respective lender requiring the reserve.  As of
September 30, 2009, $4.2 million of cash on our balance sheet was classified as
restricted.




25




Cash From Financing
Activities





During
the nine months ended September 30, 2009, we paid $5.2 million in principal
payments on long-term debt.  In addition, during the nine months ended
September 30, 2009, the Company received short-term financing of $4.6 million
for renovation activities. The financing was primarily from the First National
Bank of Omaha line of credit.





We have a line of credit with First
National Bank of Omaha for the purpose of temporarily funding acquisitions and
construction of new hotels (“Acquisition Line of Credit”).  The
Acquisition Line of Credit was renewed on August 31, 2009, and carries an
interest rate at the 90-day LIBOR plus 4.0%, with a floor of
5.5%.  The total principal available under the Acquisition Line of
Credit is $28.2 million, which is roughly equivalent to the current amount
outstanding under the Line, amounts outstanding under letters of credit issued
by First National Bank of Omaha, plus funds sufficient to complete the
construction of the Jacksonville, FL Aloft hotel.  As a result, we
will need to refinance or otherwise pay down the principal balance on the
Acquisition Line of Credit prior to being able to access the Line for additional
funds. The borrowings under the Acquisition Line of Credit are repaid as
permanent financing and equity sources for such acquisitions are
secured.  The outstanding balance on the Acquisition Line of Credit as
of September 30, 2009 was $24.7 million.  We are required to maintain
a minimum aggregate debt service coverage ratio of 1.50 to 1.00.  In
addition, the Company may not exceed an aggregate of $450 million of outstanding
debt without prior approval by the lender.





In addition, we have a credit pool with
First National Bank of Omaha for the permanent financing of
hotels.  We renewed the credit pool on August 31, 2009, and the
maximum principal available is $35 million. We will be unable to finance
additional hotels from the credit pool until we have refinanced or otherwise
paid down loans currently financed under the credit pool. Each loan from the
credit pool is classified as either a Pool One loan or a Pool Two
loan.  Loans from Pool One pay interest only for a maximum of two
years.  Loans from Pool Two are for a term of five years, and
principal and interest payments are based upon a twenty-year amortization
schedule.  Under this arrangement, our hotels can be financed in Pool
One for up to two years and then be financed in Pool Two for up to five years.
The interest rate for Pool One loans is 90-day LIBOR plus 4.0%, with a floor of
5.50%; the interest rate for Pool Two loans is 90-day LIBOR plus 4.0%, with a
floor of 5.25%.  The credit pool carries a covenant that the Company
may not exceed an aggregate of $450 million outstanding debt without the prior
approval of the lender.  We are further required to maintain a minimum
aggregate debt service coverage ratio of 1.50 to 1.00.





On March
5, 2007 we entered into agreements with Fortress Credit Corp. for the purpose of
financing our equity requirements for the acquisition, development and
construction of real estate and hotel properties.  The loan is in the
amount of $99.7 million.  Up to $75.0 million of the loan was
available to fund a portion of real estate acquisition and construction
costs.  The remaining $24.7 million was available to fund interest
payments under the loan.  As of September 30, 2009, the outstanding
principal balance of the loan was $82.3 million.  The loan carries a
variable interest rate of 30-day LIBOR plus 575 basis points, and matures March
2010 with two one-year maturity date extensions available upon satisfaction of
certain conditions.  Until the maturity date in March 2010, interest
payments are not paid in cash, but rather are paid through advances on the line
of credit.  No principal payments are scheduled.  The loan
is secured by a pledge of 49% of the membership interests of our wholly-owned
subsidiaries.  We are unable to request the extension of the Fortress
credit facility until December 2009, and thus we do not currently know whether
Fortress will grant the requested extension.  If the request for
extension is denied, we will be required to re-pay the entire balance of the
credit facility at maturity, or risk having Fortress foreclose on its security
interest in 49% of the membership interest of our wholly-owned subsidiaries,
which own 37 of the Company’s 64 hotels as of October 31, 2009.




26




On June
29, 2009, the Company entered into a loan with Bank of the Ozarks to fund the
land acquisition and construction of the Hyatt Place hotel located in Portland,
OR.  The loan is in the amount of $7.4 million, but based on the
hotel’s performance, the Company has the opportunity to increase the loan amount
to $10.8 million.  The loan carries a variable interest rate of the
three-month LIBOR plus 400 basis points, with a floor of 6.75%, and matures in
June 2012, with two one-year extensions available.  The outstanding
balance as of September 30, 2009 was approximately $2.5 million.





On
October 3, 2008, the Company entered into a loan with Bank of the Cascades in
the amount of $13.27 million to fund the land acquisition and construction of
the Residence Inn hotel located in Portland, OR.  The loan carries a
variable interest rate of the Bank of the Cascades prime rate, with a floor of
6%, and matures in September 2011, with a one-year extension
available.  The outstanding balance as of September 30, 2009 was $11.7
million.





On
September 17, 2008, the Company entered into a loan with Compass Bank in the
amount of $19.3 million to fund the construction of a hotel located in
Flagstaff, Arizona.  The loan carries a variable rate of the prime
rate minus 25 basis points, and matures in May 2018.  The outstanding
principal balance as of September 30, 2009 was $14.4 million.





We have
also obtained financing with regional banks, or in connection with a hotel
acquisition have assumed the financing, for several of our
hotels.  Certain of these loans may contain provisions requiring
maintenance of specific leverage ratios or replacement reserves. As of September
30, 2009, 49.74% of our debt carried a fixed interest rate, which includes
outstanding balances on multiple advance loans.





Due to our significant reliance on
financing for the acquisition and construction of hotels, changes in interest
rates and underwriting parameters may affect our ability to acquire or build
hotels which meet our investment objectives.  Due to the current
conditions in the banking industry and general economy, many lenders have
limited offers for new commercial loans.  We have experienced
increasing difficulties obtaining financing for our hotels, particularly
construction financing, on reasonable terms and conditions.  As a
result, we will not acquire real estate or begin new hotel construction until
such time as equity and debt financing are in place for such projects.
Furthermore, upon the scheduled maturity of existing indebtedness we may be
unable to obtain financing at terms similar to those on credit facilities
currently financing our hotels.  In addition, as of September 30,
2009, approximately 50.26% of our indebtedness, including any outstanding
balances on multiple advance loans, carried variable interest rates which
increase or decrease with general interest rate changes.




27




Uses of Cash





Our
primary uses of cash are to fund operational expenses, debt service, capital
improvements on existing hotels, construction of hotels, and distributions to
members.  Cash generated from hotel operations is the primary source
of funding for operational expenses, debt service and distributions to
members.  For the foreseeable future, we anticipate that cash flow
from operations will be sufficient to fund operational expenses, debt service,
and the Priority Return payments to members, but management continues to review
operational cash flow and debt obligations on a monthly basis to determine the
prudence of continuing to make the Priority Return payments.  We will
also consider acquiring hotels only if we have sufficient debt and equity
available to fund the acquisition. Distributions to members totaled $3.1 million
and $8.7 million during the three months ended September 30, 2009 and 2008,
respectively, and totaled $9.0 million and $17.0 million during the nine months
ended September 30, 2009 and 2008, respectively.





Major
capital improvements on existing hotels and the acquisition or construction of
new hotels is funded primarily through financing of hotels with commercial
lenders and equity contributions.  Due to the rapid increase in
construction of new hotels during 2007, 2008, and 2009 the total amount of our
debt increased quickly.  Because the hotels financed are recently
opened or finalizing construction, however, they are generating little, if any,
cash from operations.  Most of the loans obtained for the construction
of new hotels do not require interest payments, and instead interest is financed
through advances on the respective construction loans.  Hence, there
have not been significant increases in short-term use of cash to fund financing
costs as financing costs have been funded by additional
debt.  However, many of the construction loans for the hotels
completed in 2007 and 2008 have begun amortizing.  As these hotels and
the hotels constructed in 2009 continue to stabilize, their revenues are
expected to generate additional cash from operations to fund debt
service.  During the nine months ended September 30, 2009 and 2008, we
used debt in the amount of $44.5 million and $24.8 million, respectively, to
finance hotel and land acquisitions, construction and development.





Additional Information Concerning
Sources and Uses of Cash





In
October 2008, we began a private equity offering.  As of October 20,
2009, we received and accepted subscriptions from 380 holders for 616 $50,000
Units with gross proceeds of $30.8 million (net proceeds of $28.2
million).  These proceeds were used to finance new hotel construction
and pay down debt related to land and hotel acquisitions.  This
Offering was closed on October 20, 2009.





We have historically made monthly
Priority Return distributions to Class A and Class A-1
members.  In addition, generally during April, July and October, we
distribute excess cash resulting from hotel operations, however, we have
suspended these payments so that we can increase reserves for
operations.  During the three months ended September 30, 2009 and
2008, the Company’s average monthly Priority Return distribution was $1,048,415
and $908,140, respectively.  During the nine months ended September
30, 2009 and 2008, the Company’s average monthly Priority Return distribution
was $999,920 and $898,269, respectively.  The Company made
distributions of excess cash during the three months ended September 30, 2009
and 2008 of $0 and $6,000,001, respectively, and during the nine months ended
September 30, 2009 and 2008 of $0 and $8,894,001, respectively. There can be no
assurance that we will be able to make the monthly Priority Return or additional
distributions in the future.  However, based upon current operating
conditions, management believes that we will continue to make the Priority
Return distributions into the foreseeable future, but Management continues to
review operational cash flow and debt obligations on a monthly basis to
determine the prudence of continuing to make the Priority Return
payments.




28




Due to our significant reliance on
financing for the acquisition and construction of hotels, increases in interest
rates may affect our ability to acquire or build hotels which meet our
investment objectives.  Furthermore, upon the scheduled maturity of
existing indebtedness we may be unable to obtain financing at interest rates
similar to those on credit facilities currently financing our
hotels.  In addition, as of September 30, 2009, approximately 50.26%
of our indebtedness, including outstanding balances on multiple advance loans,
carried variable interest rates which increase as general interest rates
rise.  As of September 30, 2008, approximately 53.94% of our
indebtedness, including any outstanding balances on multiple advance loans,
carried variable interest rates.  The decrease in the proportion of
variable rate debt to fixed rate debt is because, in some cases, variable rate
construction loans converted to fixed rate permanent loans.  Increases
in interest rates on permanent loans for our hotels are expected to reduce cash
flow from operations.  The interest accrued on construction loans
generally is capitalized with the cost of construction.  Therefore,
increased interest rates on these loans are not expected to reduce cash flow in
the short term, but may increase the cost of construction.





Management periodically reviews our
hotel investments to determine whether any assets no longer meet our investment
standards, are located in markets in which we no longer desire to own hotels, or
no longer complement our core business.  In such cases we take steps
to dispose of such hotels at commercially reasonable prices and
terms.  We can provide no assurance that we will be able to complete
such dispositions in reasonable time frames or upon reasonable
terms.





We have several properties that are
under construction and land that is held for future development and
construction.  The properties under construction and held for
development as of November 1, 2009 are described in the table
below:





Acquisition
                  
                  OpeningLocation
                  
                  # Rooms
                  
                  Franchise
                  
                  Status
                  
                  Date
                  
                  Date (1)Houston,
      TX (2)
                  
                  118
                  
                  Springhill
      Suites
                  
                  Future
      Construction
                  
                  2/15/07
                  
                  TBDJacksonville,
      FL(2)
                  
                  136
                  
                  Aloft
                  
                  Opened
                  
                  11/29/06
                  
                  08/09Flagstaff,
      AZ (2)
                  
                  164
                  
                  Courtyard
      by Marriott
                  
                  Opened
                  
                  4/5/06
                  
                  09/09Portland,
      OR (2)(3)
                  
                  124
                  
                  Residence
      Inn
                  
                  Opened
                  
                  6/13/07
                  
                  09/09Portland,
      OR (2)(3)
                  
                  136
                  
                  Hyatt
      Place
                  
                  Under
      Construction
                  
                  6/13/07
                  
                  11/09El
      Paso, TX (2)
                  
                  101
                  
                  Hampton
      Inn & Suites
                  
                  Future
      Construction
                  
                  7/16/07
                  
                  TBDEl
      Paso, TX (2)
                  
                  121
                  
                  Courtyard
      by Marriott
                  
                  Future
      Construction
                  
                  7/16/07
                  
                  TBDFt.
      Myers, FL (2)
                  
                  149
                  
                  Hyatt
      Place
                  
                  Opened
                  
                  8/30/07
                  
                  10/09Boise,
      ID(2)
                  
                  120
                  
                  Holiday
      Inn Express &Suites
                  
                  Future
      Construction
                  
                  10/1/04
                  
                  TBDTwin
      Falls, ID
                  
                  91
                  
                  Holiday
      Inn Express & Suites
                  
                  Opened
                  
                  2/1/08
                  
                  03/09Twin
      Falls, ID(2)
                  
                  116
                  
                  Courtyard
      by Marriott
                  
                  Future
      Construction
                  
                  12/9/08
                  
                  TBDSpokane,
      WA(2)
                  
                  105
                  
                  Courtyard
      by Marriott
                  
                  Future
      Construction
                  
                  7/31/08
                  
                  TBDSpokane,
      WA(2)
                  
                  108
                  
                  Springhill
      Suites
                  
                  Future
      Construction
                  
                  7/31/08
                  
                  TBD





(1)
            The opening
      date is estimated and is subject to
change.




29




(2)
            Number
      of rooms and franchise indicate our plans as of November 1, 2009, which
      are subject to change.


(3)
            Real estate is
      subject to a ground lease.





The table
above does not include renovation or remodeling of hotels, and includes only
construction of new hotels.  Construction of the Portland, OR
Residence Inn is financed through the Bank of the Cascades
loan.  Construction of the Flagstaff, AZ Courtyard by Marriott is
financed through the Compass Bank loan. Construction of the Portland, OR Hyatt
Place is financed through the Bank of the Ozarks loan.  Construction
of the Jacksonville, FL Aloft hotel is financed through the First National Bank
of Omaha Acquisition Line of Credit.  The construction of the Ft.
Myers, FL Hyatt Place hotel is currently being funded with equity, however, a
portion of the equity will be replaced with commercial debt at such time as the
company locates debt for this project upon reasonable terms and
conditions.  Future hotel construction is expected to be financed
through proceeds received from the sale of a hotel, equity contributions, and
debt financing.





Due to
the rapid pace of construction and acquisition of new hotels during 2007, 2008
and 2009, the total amount of our debt increased quickly.  Because
many of the hotels financed are recently opened or finalizing construction,
however, they are generating little, if any, cash from
operations.  Most of the loans obtained for the construction of new
hotels do not require interest payments, and instead interest is financed
through advances on the respective construction loans.  However, may
of the construction loans for the hotels completed in 2007 and 2008 have begun
amortizing.  As these hotels and the hotels constructed in 2009
continue to stabilize, their revenues are expected to generate cash from
operations to fund debt service.





We have
$104.4 million in outstanding debt maturing and approximately $5.9 million in
scheduled principal payments during 2010.  Based upon our current
level of operations, and despite new restrictions on amounts available under our
line of credit for new construction, management believes that we have sufficient
financing sources to meet scheduled maturities, equity distributions, working
capital requirements, anticipated capital expenditures, anticipated operational
expenses including advertising and marketing, and scheduled interest and
principal debt payments for the foreseeable future.  Financing
continues to be difficult to obtain and there is no assurance that we will be
able to refinance our indebtedness as it becomes due, and if we are able to
secure financing, that it will be on favorable terms.  Furthermore, we
have one hotel that is under construction and we have been unable to locate debt
to finance this hotel on terms and conditions that are
reasonable.  For this hotel we continue to seek financing, but in the
meantime are funding construction costs with equity.





We cannot
provide assurance that our business will continue to generate cash flow
sufficient to service our debt payments.  If we are unable to generate
sufficient cash flow from operations in the future to service our debt, we may
be required to sell assets, reduce capital expenditures, refinance all or a
portion of our debt or obtain additional financing.  Our ability to
make scheduled principal payments, and to pay interest on or to refinance our
indebtedness depends on our future performance and financial results, which, to
a certain extent, are subject to general conditions affecting the hotel industry
and to general economic, financial, competitive, and other factors beyond our
control.




30




Recent
Developments





Acquisitions and
Dispositions





As of
November 1, 2009 we have disposed of two properties, as set forth in the table
below.





Location
                
                # Rooms
                
                Franchise
                
                Property Sold/Purchased
                
                Status
                
                Closing DateSt.
      Joseph, MO
                
                65
                
                Comfort
      Suites
                
                Hotel
                
                Sold
                
                5/20/2009Ellensburg,
      WA
                
                52
                
                Comfort
      Inn
                
                Hotel
                
                Sold
                
                8/14/2009





The sale
price of the St. Joseph, MO Comfort Suites was $4.05 million.  The
sale price of the Ellensburg, WA Comfort Inn was $2.75 million.





Commitments
and Contingencies





As
of November 1, 2009, including those properties where construction has already
started, the Company has entered into construction contracts to develop and
build four hotels for a total cost of $48.2 million, with a remaining commitment
of approximately $4.4 million.  Although financing had been secured,
during the first quarter of 2009 we terminated a contract for the construction
of the Houston, TX Springhill Suites, and during the second quarter of 2009 we
terminated a contract for the construction of the Boise, ID Holiday Inn Express.
Construction of these projects was postponed until such time as the Company
determines that these hotel markets are stable enough to make these projects
financially feasible. Construction will not begin on any property on which
construction has not already started until such time as construction financing
and equity are in place, and market conditions will support the new
hotel.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements that are likely to have a material impact on
our assets, liabilities, revenues or operating expenses.





Item
3.  Quantitative and
Qualitative Disclosures About Market Risk





Market
risk includes risks that arise from changes in interest rates, foreign currency
exchange rates, commodity prices, equity prices and other market changes that
affect market sensitive instruments.  In pursuing our business
strategies, the primary market risk to which we are currently exposed, and to
which we expect to be exposed in the future, is interest rate
risk.  Our primary interest rate exposure is to the 30-day LIBOR
rate.  We use fixed interest rate financing to manage our exposure to
fluctuations in interest rates.  We do not use any hedge or other
instruments to manage interest rate risk.




31




As of September 30, 2009, 49.74% of our
debt carried fixed interest rates, and 50.26% carried variable interest
rates.  As of September 30, 2009, our fixed interest rate debt totaled
$211.0 million.  Our variable interest rate debt totaled $213.1
million as of September 30, 2009, which included amounts outstanding under our
lines of credit, and not the total available under the lines of
credit.  Assuming no increase in the amount of our variable rate debt,
if the interest rates on our variable rate long-term debt were to increase by
1.0%, our cash flow would decrease by approximately $2.13 million per year. This
further assumes that interest payments are regularly due on all of our variable
rate debt when, in fact, much of our variable rate debt is for construction of
hotels or under the Fortress Credit Corp. line of credit, in which cases
interest payments are currently deferred or capitalized into the cost of the
construction project.





As the
hotels that are recently acquired or constructed mature, we anticipate
refinancing these hotels with permanent loans.  To the extent the
Company is able to obtain fixed-rate financing with reasonable terms, the
permanent financing will be fixed-rate loans.  At such time as the
Company begins to acquire and build hotels again, we anticipate that the debt
required will be variable-rate debt until such properties are stabilized, and
can be refinanced with appropriate fixed-rate instruments, if
available.





As our
debts mature, the financing arrangements which carry fixed interest rates will
become subject to interest rate risk.  None of our fixed interest rate
debt matures during 2009.  Additional information concerning our
fixed- and variable-rate debt is included in Item 1.  Financial
Statements.





Item
4.  Controls and
Procedures





Our
management conducted an evaluation, under the supervision and with the
participation of our principal executive and principal financial officers, of
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end
of the period covered by this report. Based on the evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, our disclosure controls and procedures were
effective in enabling us to record, process, summarize and report in a timely
manner the information required to be disclosed in reports we file under the
Exchange Act.




There
were no changes in our internal control over financial reporting or in other
factors that occurred during the quarter ended September 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





PART
II


OTHER
INFORMATION





Item
1.  Legal
Proceedings





In its
Quarterly Report filed on Form 10-Q on May 15, 2009, the Company reported the
filing of a civil complaint by a former employee against the Company, The Summit
Group, Inc., Kerry W. Boekelheide and Trent Peterson. On July 10, 2009 Kerry W.
Boekelheide was dismissed from the lawsuit, as reported in the Company’s
Quarterly Report filed on Form 10-Q on August 14, 2009.




32




In
addition, the Company reported in its Quarterly Report filed on Form 10-Q on May
15, 2009 that the Company had a complaint filed against it with the US
Department of Labor/Occupational Safety and Health Administration  by
a former employee.  There have been no material developments
concerning this proceeding.





In
addition to the foregoing, we are involved from time to time in litigation
arising in the ordinary course of business, however, we are not currently aware
of any actions against us that we believe would materially adversely affect our
business, financial conditions or results of operations.  We may be
subject to future claims which could cause us to incur significant expenses or
damages, including from entities that we have previously acquired.  If
we acquire or consolidate additional entities in the future, we may assume
obligations and liabilities of such entities.  We operate in an
industry susceptible to personal injury claims and significant personal injury
claims could be asserted against us in the future arising out of events not
known to us at this time.





Item
1A.  Risk
Factors





The
Company’s annual report on Form 10-K filed on or about March 31, 2009 (the
“annual report”) sets forth a number of risk factors and other information which
should be carefully considered. In addition to the risk factors set forth in the
Company’s annual report, management believes that another risk factor has
developed as described below.  Furthermore, in addition to the risks
described in the annual report, we are subject to a number of other risks and
uncertainties which we may not be aware of or which we currently deem to be
immaterial to our business operations.  If any of such risks or other
risks occur, our business, financial condition, operating results and cash flows
could be adversely affected.





IF
WE CANNOT EXTEND OUR CREDIT FACILITY WITH FORTRESS CREDIT CORP., WE MAY NOT BE
ABLE TO REFINANCE OR REPAY IT WHEN IT BECOMES DUE. IF WE DEFAULT ON THE LOAN
WITH FORTRESS CREDIT CORP. WE MAY FORFEIT OWNERSHIP OF 49% OF OUR WHOLLY-OWNED
SUBSIDIARIES.





Our $99.7
million loan with Fortress Credit Corp. is secured by a pledge of 49% of the
membership interests of our wholly-owned subsidiaries.  As of November
1, 2009, these entities own 37 of our 64 hotels.  All new hotels
acquired or developed by us will be required to be owned by a wholly-owned
subsidiary subject to this pledge.  The Fortress credit facility
matures on March 5, 2010, and two one-year extensions are available upon the
satisfaction of certain conditions, some of which are related to our financial
condition.  We are unable to request the extension of the Fortress
credit facility until December 2009, and thus we do not currently know whether
Fortress will grant the requested extension.  If the request for
extension is denied, we will be required to re-pay the entire balance of the
credit facility at maturity or risk having Fortress foreclose on its security
interest in our wholly-owned subsidiaries and take other remedies available
under the loan agreement.




33




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




No
unregistered sales of equity securities have been made except as reported on the
Company’s Current Reports on Form 8-K.




Item
3. Defaults Upon Senior
Securities




Not
Applicable.




Item
4. Submission of Matters to a Vote of
Security Holders




None.




Item
5. Other
Information




None.




34




Item
6.   Exhibits





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





ExhibitNumber
              
              Description of Exhibit31.1
              
              Certification
      pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Chief
      Executive Officer.31.2
              
              Certification
      pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 - Chief
      Financial Officer.32.1
              
              Certification
      pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
      Code – Chief Executive Officer.32.2
              
              Certification
      pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
      Code - Chief Financial Officer.99.1
              
              Reconciliation
      of Non-GAAP Financial Measure




35




SIGNATURES





Pursuant to the requirements 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.





SUMMIT
      HOTEL PROPERTIES, LLCDate:  
      November 16, 2009
              By:
              /s/
              Kerry W. BoekelheideKerry
      W. BoekelheideChief
      Executive Officer and ManagerDate:  
      November 16, 2009
              By:
              /s/
              Daniel P. HansenDaniel
      P. HansenChief
      Financial Officer and Manager




36




EXHIBIT
INDEX





31.1
              
              Certification
      pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Chief
      Executive Officer.31.2
              
              Certification
      pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 - Chief
      Financial Officer.32.1
              
              Certification
      pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
      Code – Chief Executive Officer.32.2
              
              Certification
      pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
      Code - Chief Financial Officer.99.1
              
              Reconciliation
      of Non-GAAP Financial Measure




37