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, 2010





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          o  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 12, 2010, was
1,166.62 and the number of Class A-1 Membership Units outstanding as of November
12, 2010, was 437.83.





TABLE
OF CONTENTS




PagePART
      I
                              
                              3Item
      1.
                              Financial
      Statements
                              
                              3Condensed
      Consolidated Balance Sheets as of September 30, 2010 (Unaudited) and
      December 31, 2009
                              
                              3Condensed
      Consolidated Statements of Operations for the three and nine months ended
      September 30, 2010 and 2009 (Unaudited)
                              
                              4Condensed
      Consolidated Statement of Changes in Members’ Equity for the nine months
      ended September 30, 2010 (Unaudited)
                              
                              5Condensed
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 2010 and 2009 (Unaudited)
                              
                              6Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                              
                              8Item
      2.
                              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              
                              13Item
      3.
                              Quantitative
      and Qualitative Disclosures about Market Risk
                              
                              28Item
      4.
                              Controls
      and Procedures
                              
                              28PART
      II
                              
                              29Item
      1.
                              Legal
      Proceedings
                              
                              29Item
      1A.
                              Risk
      Factors
                              
                              30Item
      2.
                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                              
                              30Item
      3.
                              Defaults
      Upon Senior Securities
                              
                              30Item
      4.
                              Removed
      and Reserved
                              
                              30Item
      5.
                              Other
      Information
                              
                              30Item
      6.
                              Exhibits
                              
                              31Exhibit
      31.1Exhibit
      31.2Exhibit
      32.1Exhibit
      32.2




2




PART
I


FINANCIAL
INFORMATION





Item
      1.
            Financial
      Statements




SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 SEPTEMBER
30, 2010 (Unaudited) AND DECEMBER 31, 2009
 
 2010
                            
                            
                            2009ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                            
                            $
                            11,247,069
                            
                            
                            $
                            8,239,225Restricted
      cash
                            
                            
                            2,556,224
                            
                            
                            
                            1,755,053Trade
      receivables
                            
                            
                            4,772,974
                            
                            
                            
                            2,608,198Prepaid
      expenses and other
                            
                            
                            3,529,906
                            
                            
                            
                            1,416,480Total
      current assets
                            
                            
                            22,106,173
                            
                            
                            
                            14,018,956PROPERTY
      AND EQUIPMENT, NET
                            
                            
                            454,982,656
                            
                            
                            
                            482,767,601OTHER
      ASSETSDeferred
      charges and other assets, net
                            
                            
                            4,670,836
                            
                            
                            
                            4,828,185Land
      held for sale
                            
                            
                            23,242,004
                            
                            
                            
                            12,226,320Other
      noncurrent assets
                            
                            
                            4,027,649
                            
                            
                            
                            4,074,179Restricted
      cash
                            
                            
                            939,465
                            
                            
                            
                            331,190Total
      other assets
                            
                            
                            32,879,954
                            
                            
                            
                            21,459,874TOTAL
      ASSETS
                            
                            $
                            509,968,783
                            
                            
                            $
                            518,246,431LIABILITIES
      AND MEMBERS’ EQUITYCURRENT
      LIABILITIESCurrent
      portion of long-term debt
                            
                            $
                            146,378,800
                            
                            
                            $
                            134,370,900Lines
      of credit
                            
                            
                            19,992,785
                            
                            
                            
                            21,457,943Accounts
      payable
                            
                            
                            1,290,568
                            
                            
                            
                            1,088,265Related
      party accounts payable
                            
                            
                            436,953
                            
                            
                            
                            494,248Accrued
      expenses
                            
                            
                            12,204,358
                            
                            
                            
                            9,182,013Total
      current liabilities
                            
                            
                            180,303,464
                            
                            
                            
                            166,593,369LONG-TERM
      DEBT, NET OF CURRENT PORTION
                            
                            
                            255,826,259
                            
                            
                            
                            270,353,750COMMITMENTS
      AND CONTINGENCIESMEMBERS’
      EQUITYClass
      A, 1,166.62 units issued and outstanding
                            
                            
                            56,678,580
                            
                            
                            
                            59,961,958Class
      A-1, 437.83 units issued and outstanding
                            
                            
                            33,589,994
                            
                            
                            
                            34,244,056Class
      B, 81.36 units issued and outstanding
                            
                            
                            1,294,277
                            
                            
                            
                            1,804,718Class
      C, 173.60 units issued and outstanding
                            
                            
                            (16,099,328
                            )
                            
                            
                            (13,086,957
                            )Total
      Summit Hotel Properties, LLC members’ equity
                            
                            
                            75,463,523
                            
                            
                            
                            82,923,775Noncontrolling
      interest
                            
                            
                            (1,624,463
                            )
                            
                            
                            (1,624,463
                            )Total
      equity
                            
                            
                            73,839,060
                            
                            
                            
                            81,299,312TOTAL
      LIABILITIES AND MEMBERS’ EQUITY
                            
                            $
                            509,968,783
                            
                            
                            $
                            518,246,431
  See Note
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, 2010 AND 2009
 
 
 Three Months Ended
                          
                          
                          Nine Months EndedSeptember 30, 2010
                          
                          
                          September 30, 2009
                          
                          
                          September 30, 2010
                          
                          
                          September 30, 2009REVENUESRoom
      revenues
                          
                          $
                          36,935,600
                          
                          
                          $
                          31,620,101
                          
                          
                          $
                          102,874,263
                          
                          
                          $
                          91,095,662Other
      hotel operations revenues
                          
                          
                          664,897
                          
                          
                          
                          590,321
                          
                          
                          
                          1,938,680
                          
                          
                          
                          1,708,63537,600,497
                          
                          
                          
                          32,210,422
                          
                          
                          
                          104,812,943
                          
                          
                          
                          92,804,297COSTS
      AND EXPENSESDirect
      hotel operations
                          
                          
                          12,324,874
                          
                          
                          
                          10,942,625
                          
                          
                          
                          35,351,300
                          
                          
                          
                          31,415,257Other
      hotel operating expenses
                          
                          
                          4,879,357
                          
                          
                          
                          4,413,378
                          
                          
                          
                          14,056,399
                          
                          
                          
                          12,564,374General,
      selling and administrative
                          
                          
                          6,713,018
                          
                          
                          
                          5,890,767
                          
                          
                          
                          18,810,080
                          
                          
                          
                          17,861,695Repairs
      and maintenance
                          
                          
                          1,321,522
                          
                          
                          
                          1,411,181
                          
                          
                          
                          3,395,690
                          
                          
                          
                          5,048,783Depreciation
      and amortization
                          
                          
                          6,805,779
                          
                          
                          
                          5,601,084
                          
                          
                          
                          20,327,601
                          
                          
                          
                          16,984,804Loss
      on impairment of assets
                          
                          
                          -
                          
                          
                          
                          6,504,925
                          
                          
                          
                          -
                          
                          
                          
                          6,504,92532,044,550
                          
                          
                          
                          34,763,960
                          
                          
                          
                          91,941,070
                          
                          
                          
                          90,379,838INCOME
      FROM OPERATIONS
                          
                          
                          5,555,947
                          
                          
                          
                          (2,553,538
                          )
                          
                          
                          12,871,873
                          
                          
                          
                          2,424,459OTHER
      INCOME (EXPENSE)Interest
      income
                          
                          
                          12,055
                          
                          
                          
                          10,770
                          
                          
                          
                          35,614
                          
                          
                          
                          29,189Interest
      expense
                          
                          
                          (6,818,469
                          )
                          
                          
                          (4,301,651
                          )
                          
                          
                          (19,519,570
                          )
                          
                          
                          (12,639,306
                          )Gain
      (loss) on disposal of assets
                          
                          
                          (334
                          )
                          
                          
                          (28,895
                          )
                          
                          
                          (39,723
                          )
                          
                          
                          (4,335
                          )(6,806,748
                          )
                          
                          
                          (4,319,776
                          )
                          
                          
                          (19,523,679
                          )
                          
                          
                          (12,614,452
                          )INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                          
                          
                          (1,250,801
                          )
                          
                          
                          (6,873,314
                          )
                          
                          
                          (6,651,806
                          )
                          
                          
                          (10,189,993
                          )INCOME
      (LOSS) FROM DISCONTINUED OPERATIONS
                          
                          
                          -
                          
                          
                          
                          (335,736
                          )
                          
                          
                          -
                          
                          
                          
                          1,464,808NET
      INCOME (LOSS) BEFORE INCOME TAXES
                          
                          
                          (1,250,801
                          )
                          
                          
                          (7,209,050
                          )
                          
                          
                          (6,651,806
                          )
                          
                          
                          (8,725,185
                          )STATE
      INCOME TAX EXPENSE
                          
                          
                          (45,000
                          )
                          
                          
                          (20,370
                          )
                          
                          
                          (273,185
                          )
                          
                          
                          (20,370
                          )NET
      INCOME (LOSS)
                          
                          
                          (1,295,801
                          )
                          
                          
                          (7,229,420
                          )
                          
                          
                          (6,924,991
                          )
                          
                          
                          (8,745,555
                          )NET
      INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST
                          
                          
                          -
                          
                          
                          
                          393,240
                          
                          
                          
                          -
                          
                          
                          
                          207,328NET
      INCOME (LOSS) ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, LLC
                          
                          $
                          (1,295,801
                          )
                          
                          $
                          (7,622,660
                          )
                          
                          $
                          (6,924,991
                          )
                          
                          $
                          (8,952,883
                          )BASIC
      AND DILUTED EARNINGS PER $100,000 CAPITAL UNIT
                          
                          $
                          (696.89
                          )
                          
                          $
                          (4,322.04
                          )
                          
                          $
                          (3,724.29
                          )
                          
                          $
                          (5,243.52
                          )WEIGHTED
      AVERAGE NUMBER OF UNITS OUTSTANDING FOR CALCULATION OF BASIC AND DILUTED
      EARNINGS PER CAPITAL UNIT (based on $100,000 investment)
                          
                          
                          1,859.41
                          
                          
                          
                          1,763.67
                          
                          
                          
                          1,859.41
                          
                          
                          
                          1,707.42
  See Note
to Condensed Consolidated Financial Statements
  4
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010 (Unaudited)
 
  Equity#
      of
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      Attributable
      toCapital
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      NoncontrollingUnits
                      
                      
                      Class
      A
                      
                      
                      Class
      A-1
                      
                      
                      Class
      B
                      
                      
                      Class
      C
                      
                      
                      Total
                      
                      
                      InterestBALANCES,
      JANUARY 1, 2010
                      
                      
                      1,859.41
                      
                      
                      $
                      59,961,958
                      
                      
                      $
                      34,244,056
                      
                      
                      $
                      1,804,718
                      
                      
                      $
                      (13,086,957
                      )
                      
                      $
                      82,923,775
                      
                      
                      $
                      (1,624,463
                      )Net
      Income (Loss)
                      
                      
                      -
                      
                      
                      
                      (2,889,660
                      )
                      
                      
                      (512,519
                      )
                      
                      
                      (510,441
                      )
                      
                      
                      (3,012,371
                      )
                      
                      
                      (6,924,991
                      )
                      
                      
                      -Distributions
      to members
                      
                      
                      -
                      
                      
                      
                      (393,718
                      )
                      
                      
                      (141,543
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (535,261
                      )
                      
                      
                      -BALANCES,
      SEPTEMBER 30, 2010
                      
                      
                      1,859.41
                      
                      
                      $
                      56,678,580
                      
                      
                      $
                      33,589,994
                      
                      
                      $
                      1,294,277
                      
                      
                      $
                      (16,099,328
                      )
                      
                      $
                      75,463,523
                      
                      
                      $
                      (1,624,463
                      )
  See Note
to Condensed Consolidated Financial Statements
  5
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 
 2010
                        
                        
                        2009OPERATING
      ACTIVITIESNet
      income (loss)
                        
                        $
                        (6,924,991
                        )
                        
                        $
                        (8,745,555
                        )Adjustments
      to reconcile net income (loss) to net cash from operating
      activities:Depreciation
      and amortization
                        
                        
                        20,327,601
                        
                        
                        
                        17,138,752Amortization
      of prepaid lease
                        
                        
                        35,550
                        
                        
                        
                        -Unsuccessful
      project costs
                        
                        
                        -
                        
                        
                        
                        1,065,840(Gain)
      loss on disposal of assets
                        
                        
                        39,723
                        
                        
                        
                        (1,297,488
                        )Loss
      on impairment of assets
                        
                        
                        -
                        
                        
                        
                        6,504,925Changes
      in current assets and liabilities:Trade
      receivables
                        
                        
                        (2,164,776
                        )
                        
                        
                        (1,308,463
                        )Prepaid
      expenses and other
                        
                        
                        (2,113,426
                        )
                        
                        
                        1,417,544Accounts
      payable and related party accounts payable
                        
                        
                        145,008
                        
                        
                        
                        (5,613,554
                        )Accrued
      expenses
                        
                        
                        3,022,345
                        
                        
                        
                        147,857Restricted
      cash released (funded)
                        
                        
                        (801,171
                        )
                        
                        
                        (699,681
                        )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                        
                        
                        11,565,863
                        
                        
                        
                        8,610,177INVESTING
      ACTIVITIESLand
      and hotel acquisitions and construction in progress
                        
                        
                        (1,191,422
                        )
                        
                        
                        (10,167,860
                        )Purchases
      of other property & equipment
                        
                        
                        (1,050,096
                        )
                        
                        
                        (9,809,112
                        )Proceeds
      from asset dispositions, net of closing costs
                        
                        
                        10,980
                        
                        
                        
                        207,814Restricted
      cash released (funded)
                        
                        
                        (608,275
                        )
                        
                        
                        717,903NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                        
                        
                        (2,838,813
                        )
                        
                        
                        (19,051,255
                        )FINANCING
      ACTIVITIESProceeds
      from issuance of long-term debt
                        
                        
                        4,271,847
                        
                        
                        
                        -Principal
      payments on long-term debt
                        
                        
                        (6,791,438
                        )
                        
                        
                        (5,185,186
                        )Financing
      fees on long-term debt
                        
                        
                        (1,199,196
                        )
                        
                        
                        (614,092
                        )Proceeds
      from issuance of notes payable and line of credit
                        
                        
                        -
                        
                        
                        
                        4,598,831Principal
      payments on notes payable and line of credit
                        
                        
                        (1,465,158
                        )
                        
                        
                        (276,329
                        )Proceeds
      from equity contributions
                        
                        
                        -
                        
                        
                        
                        12,385,707Distributions
      to members
                        
                        
                        (535,261
                        )
                        
                        
                        (8,999,279
                        )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                        
                        
                        (5,719,206
                        )
                        
                        
                        1,909,652NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                        
                        
                        3,007,844
                        
                        
                        
                        (8,531,426
                        )CASH
      AND CASH EQUIVALENTS BEGINNING OF PERIOD
                        
                        
                        8,239,225
                        
                        
                        
                        18,153,435END
      OF PERIOD
                        
                        $
                        11,247,069
                        
                        
                        $
                        9,622,009
  See Note
to Condensed Consolidated Financial Statements
  6
  SUMMIT
HOTEL PROPERTIES, LLC
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 
 2010
                                  
                                  
                                  2009SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      payments for interest, net of the amounts capitalized
below
                                  
                                  $
                                  19,069,854
                                  
                                  
                                  $
                                  12,653,385Interest
      capitalized
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  2,786,468Cash
      payments for state income taxes, net of refunds
                                  
                                  $
                                  (3,726
                                  )
                                  
                                  $
                                  512,810SUPPLEMENTAL
      DISCLOSURE OF NON-CASH FINANCIAL INFORMATION:Construction
      in progress financed through related party accounts
payable
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,098,940Construction
      in progress financed through accounts payable
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  5,130,917Construction
      in progress financed through issuance of debt
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  44,489,363Issuance
      of long-term debt to refinance existing long-term debt
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  8,440,000Conversion
      of debt to equity
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  3,449,150Sale
      proceeds used to payoff long-term debt
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  6,134,285
  See Note
to Condensed Consolidated Financial Statements
  7
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTE
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 SEPTEMBER
30, 2010
 
  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, 2009.  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,
2009 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, 2009.
 
 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.  The Company
is a Class A Member and receives a 10% priority distribution on their
capital contribution before distributions to other classes.  Class A
members may also receive additional operating distributions based on their
Sharing Ratio.  These additional distributions are determined by the
managing member and are based on excess cash from operations after normal
operating expenses, loan payments, priority distributions, and
reserves.  Any income generated by the LLC is first allocated to Class
A members up to the 10% priority return, therefore, there was no income
allocated to the noncontrolling interest during the first three quarters of
2010.
 
 Use
of Estimates
 
 The
preparation of the condensed consolidated 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 condensed consolidated
financial statements and reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.
 
 Reclassifications
 
 Certain
prior year amounts have been reclassified to conform with current year
presentation.
 
 Adopted
Accounting Standards
 
 In
January 2010, the Financial Accounting Standards Board (FASB) issued an update
(ASU No. 2010-06) to Accounting Standards Codification (ASC) 820, Fair Value Measurements and
Disclosures, to improve disclosure requirements regarding transfers,
classes of assets and liabilities, and inputs and valuation
techniques.  This update is effective for interim and annual reporting
periods beginning after December 15, 2009.  The Company adopted this
ASC update on January 1, 2010, and it had no material impact on the consolidated
financial statements.
 
 In
February 2010, the FASB issued an update (ASU No. 2010-09) to ASC 855, Subsequent Events, by
removing the requirement for an SEC filer to disclose the date through which
that filer had evaluated subsequent events.  The Company has adopted
this change and therefore has removed the related disclosure from the “Basis of
Presentation.”
  8
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTE
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 SEPTEMBER
30, 2010
 
 Future
Adoption of Accounting Standards
 
 Certain
provisions of ASU No. 2010-06 to ASC 820, Fair Value Measurements and
Disclosures, related to separate line items for all purchases, sales,
issuances, and settlements of financial instruments valued using Level 3 are
effective for fiscal years beginning after December 15, 2010.  The
Company does not believe that this adoption will have a material impact on the
financial statements or disclosures.
 
 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, 2010,
were determined using available market information and appropriate valuation
methods, including discounted cash flow analysis.  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.
 
 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, 2010, the fair value of our consolidated mortgage and other
secured and unsecured loans aggregates $408,800,880, compared to the aggregate
carrying value of $422,197,844 on our condensed consolidated balance
sheet.  The Company estimates the fair value of its fixed rate debt by
discounting the future cash flows of each instrument at estimated market rates
consistent with the maturity of the debt obligation with similar
terms.
 
 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 and is recorded at the lower of its carrying amount or fair value
less cost to sell.  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 and adjust the carrying amount to fair value.
  9
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTE
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 SEPTEMBER
30, 2010
 
 
 Assets
Held for Sale
 
 As
      a part of regular policy, the Company periodically reviews hotels based on
      established criteria such as age of hotel property, type of franchise
      associated with hotel property, and adverse economic and competitive
      conditions in the region surrounding the property to determine if any
      hotels should be classified as held for
sale.
 
 The
Company performs a comprehensive review of its investment strategy and of its
existing hotel portfolio to identify properties which the Company believes is
either non-core or no longer complement the business as required by FASB ASC
360.  The Company has committed to sell nine parcels of land that were
originally purchased for development and thus, those parcels of land are
recorded as assets held for sale as of September 30, 2010.
 
 Assets
held for sale at September 30, 2010 and December 31, 2009 are comprised of the
following:
 
 2010
                      
                      
                      2009Land
                      
                      $
                      23,242,004
                      
                      
                      $
                      12,226,320
 
 Discontinued
Operations
 
 The
Company has reclassified its condensed consolidated financial statements of
operations for the three and nine month periods ended September 30,
2009, as a result of implementing FASB ASC 360, to reflect discontinued
operations of two 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 two hotel properties are located in St. Joseph, MO and
Ellensburg, WA.  These hotels were sold during 2009 for approximately
$6,810,000.
 
 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 are as follows:
  10
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTE
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 SEPTEMBER
30, 2010
 
 Three Months Ended
                          
                          
                          Nine Months EndedSeptember 30, 2009
                          
                          
                          September 30, 2009REVENUES
                          
                          $
                          166,648
                          
                          
                          $
                          1,133,690COSTS
      AND EXPENSESDirect
      hotel operations
                          
                          
                          50,254
                          
                          
                          
                          348,065Other
      hotel operating expenses
                          
                          
                          21,454
                          
                          
                          
                          135,122General,
      selling and administrative
                          
                          
                          69,093
                          
                          
                          
                          258,495Repairs
      and maintenance
                          
                          
                          3,143
                          
                          
                          
                          36,091Depreciation
      and amortization
                          
                          
                          61,442
                          
                          
                          
                          153,948205,386
                          
                          
                          
                          931,721INCOME
      FROM OPERATIONS
                          
                          
                          (38,738
                          )
                          
                          
                          201,969OTHER
      INCOME (EXPENSE)Interest
      income
                          
                          
                          -
                          
                          
                          
                          116Interest
      expense
                          
                          
                          (3,935
                          )
                          
                          
                          (39,100
                          )Gain
      (loss) on disposal of assets
                          
                          
                          (293,063
                          )
                          
                          
                          1,301,823(296,998
                          )
                          
                          
                          1,262,839INCOME
      (LOSS) FROM DISCONTINUED OPERATIONS
                          
                          $
                          (335,736
                          )
                          
                          $
                          1,464,808
  Acquisitions
 
 The
Company accounts for its acquisitions of hotels as a business combination under
the acquisition method of accounting.  Acquisition costs 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
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.  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.
 
 Accrued
Expenses
 
 Accrued
expenses at September 30, 2010 and December 31, 2009 are as
follows:
 
 2010
                      
                      
                      2009Accrued
      taxes
                      
                      $
                      6,747,664
                      
                      
                      $
                      5,238,690Accrued
      salaries and benefits
                      
                      
                      2,051,301
                      
                      
                      
                      1,400,729Accrued
      interest
                      
                      
                      1,753,715
                      
                      
                      
                      1,303,999Other
      accrued expenses
                      
                      
                      1,651,678
                      
                      
                      
                      1,238,595$
                      12,204,358
                      
                      
                      $
                      9,182,013
  11
  SUMMIT
HOTEL PROPERTIES, LLC
 NOTE
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 SEPTEMBER
30, 2010
 
 Note
Obligations
 
 The
Fortress Credit Corp. note with a current balance of $86,075,691 has a scheduled
maturity date of March 5, 2011, so it has been included in the current
maturities section of the condensed consolidated balance
sheet.   The renewed note has an interest rate of 30 day LIBOR
plus 575 bps, plus a 3% capitalized spread.  The interest rate at
September 30, 2010 was 10.75%.
 
 As of
September 30, 2010, the Company has $166,371,585 of debt due in the next twelve
months, of which $159,014,760 represents maturing debt and $7,356,825 represents
other scheduled principal payments.  We intend to pay scheduled
principal payments with available cash flow from operations.  In
addition, we intend to either refinance or extend the terms of those debt
instruments maturing in the next twelve months.
 
 Related
Parties
 
 Pursuant
to a management agreement, The Summit Group, Inc. (a related party through
common ownership and management control) provides management and accounting
services for the Company.  The agreement provides for the Company to
reimburse The Summit Group, Inc. for its actual overhead costs and expenses
relating to the managing of the hotel properties.  At no time are the
reimbursed management expenses to exceed 4.5% of annual gross
revenues.  For the nine months ended September 30, 2010 and 2009, the
Company reimbursed management expenses of $2,400,136 and $2,269,076,
respectively.  These expenses are located in the general, selling and
administrative section of the condensed consolidated statement of
operations.
 
 The
Company reimbursed accounting services of $479,748 and $443,125 for the nine
months ended September 30, 2010 and 2009, respectively. The Company also
reimbursed for maintenance and purchases services of $145,815 and $380,396 for
the nine months ended September 30, 2010 and 2009,
respectively.   These expenses are located in the general,
selling and administrative section of the condensed consolidated statements of
operations.
 
 As of
September 30, 2010 and December 31, 2009, the Company had accounts payable to
The Summit Group, Inc. for $436,953 and $494,248 relating to reimbursement of
management and development expenses.
 
 Recent
Developments
 
 On August
9, 2010, Summit Hotel OP, LP filed with the Securities and Exchange Commission
(SEC) a Form S-4 seeking to register its securities and Summit Hotel Properties,
Inc. filed with the SEC a Form S-11 seeking to register its
securities.  As described in these registration statements, upon
receipt of proper approval from our members, and third parties whose approval
may be required, we plan to merge with and into Summit Hotel OP,
LP.  Summit Hotel OP, LP will be the operating partnership for Summit
Hotel Properties, Inc., a hotel real estate investment trust
(REIT).  Summit Hotel Properties, Inc. intends to list its stock with
the New York Stock Exchange.  If these transactions are approved and
completed as described in the registration statements, the successor company
will have improved access to capital through the public trading
markets.
 
 On
October 22, 2010, the SEC declared effective the OP’s registration statement
filed on Form S-4 which registers the securities that the OP will issue in the
merger in exchange for the Company’s membership interests.
  12




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 future operations as well as the Merger (as defined below).
In some cases, forward-looking statements can be identified by the use of words
such as “may,” “will,” “expects,” “intends,” “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, failure of closing conditions 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.





Recent
Developments





As described in our
quarterly report on Form 10-Q filed on August 16, 2010, on August 5, 2010,
Summit Hotel Properties, LLC (the “Company”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Summit Hotel OP, LP, a newly-formed
Delaware limited partnership (the “OP”).The sole general
partner of the OP is a wholly-owned subsidiary of Summit Hotel Properties, Inc.
(“Summit REIT”), a newly formed Maryland corporation that will elect to be
treated as a real estate investment trust, or REIT, for U.S. federal income tax
purposes.  Summit REIT intends to undertake an underwritten initial
public offering (“IPO”) of its common stock and will apply to list its common
stock on the New York Stock Exchange.





The OP
will be the operating partnership of Summit REIT, in a structure utilized by
many other publicly traded REITs, and will continue the Company’s hotel
ownership business.  Each of the OP and Summit REIT are affiliates of
the Company and were organized to effect the reorganization of the Company
contemplated by the Merger Agreement and related transactions.


13




Pursuant to the Merger Agreement,
assuming the conditions to closing are satisfied or waived, at
closing:





§
            the
      Company will merge with and into the OP with the OP as the surviving
      entity (the “Merger”);


§
            the
      OP will be the successor to the assets and liabilities of the
      Company;


§
            the
      current members of the Company will receive an aggregate of 9,993,992
      common units of a single class of limited partnership interests in the OP
      (“OP units”);


§
            Class
      A and Class A-1 members of the Company will receive accrued and unpaid
      priority returns on their membership interests through August 31,
      2010;


§
            accrued
      and unpaid returns priority returns on Class A and Class A-1 membership
      interests of the Company for the period of September 1, 2010 through the
      closing of the Merger may be paid with any available cash after satisfying
      working capital requirements, reserve requirements and payments to lenders
      in the discretion of management of the Company;
  and


§
            the
      Company will cease to exist, the membership interests of the Company will
      become null and void and the former members of the Company will become
      limited partners of the OP.





The members of the Company will receive
a fixed number of OP units in the Merger based on the number of OP units
allocated to each class of membership interest in the Company owned by the
member and the ratio of that member’s adjusted capital contribution to the class
to the total adjusted capital contributions to the class.  The
following table describes the total number of OP units to be received in the
Merger by each class of membership interests in the Company:





Aggregate
                      Adjusted Capital
                      Contributions
                      as of
                      September 30,
                      2010
                    
                    
                    Total OP units
                      to be issued in the
                      MergerClass
      A
                    
                    $
                    119,138,717
                    
                    
                    
                    6,283,197Class
      A-1
                    
                    
                    44,237,893
                    
                    
                    
                    2,433,040Class
      B
                    
                    
                    6,687,944
                    
                    
                    
                    352,712Class
      C
                    
                    
                    17,540,183
                    
                    
                    
                    925,043Total
                    
                    $
                    187,604,737
                    
                    
                    
                    9,993,992





Beginning 12 months after completion of
the Merger, OP units will be redeemable by the holder, on the first day of each
calendar quarter after 60 days’ advance written notice, for cash based on an
average of the then-current market prices of Summit REIT common stock or, at the
election of the OP, shares of Summit REIT common stock, on a one-for-one
basis.


14




Completion
of the Merger is subject to satisfaction of a number of conditions, including
(i) approval by the required percentage of membership interests of the Company
of (a) an amendment to the Third Amended and Restated Operating Agreement of the
Company (“Operating Agreement”) to permit the Merger upon approval of the Class
C member of the Company and holders of 51% or more of the voting interests of
the Class A and Class A-1 members of the Company, voting as a group (the
“Amendment”) and (b) the Merger Agreement and (ii) completion of the
IPO.  On October 22, 2010, the Securities and Exchange Commission
declared effective the OP’s registration statement filed on Form S-4 which
registers the  securities the OP will issue in the Merger in exchange
for the Company’s membership interests.  This registration statement
includes a proxy statement relating to a special meeting of the Class A, Class
A-1 and Class C members of the Company to consider and vote on the proposals
described in the registration statement and above.





The Company will hold a special meeting
of the Class A, Class A-1 and Class C members of the Company at 11:00 a.m.
Central time, November 30, 2010. The special meeting was called at the direction
of the Company’s manager, The Summit Group, Inc. (“The Summit
Group”).  The board of managers of the Company, following the
unanimous approval and recommendation of a special committee of the board of
managers appointed to review the proposed merger, unanimously approved the
Company’s entry into the Merger Agreement.  Upon completion of the
Merger, all Class A, Class A-1, Class B and Class C membership interests in the
Company will be exchanged for limited partnership interests in the OP, as
described in the proxy statement/prospectus filed by the Company on Form
S-4.





The
Company’s members are being asked to approve at the special meeting (1) an
amendment to the Operating Agreement to permit the Merger, (2) the Merger
Agreement, and (3) adjournment of the meeting to a later date, if necessary or
appropriate.  The Company’s board of managers recommends a vote “FOR”
the amendment to the Operating Agreement, “FOR” approval of the Merger Agreement
and “FOR” the adjournment proposal.





The foregoing description of the
Merger, Merger Agreement and special meeting of the members does not purport to
be complete and is qualified in its entirety by reference to the full text of
the registration statement on Form S-4 filed by Summit Hotel OP, LP, and the
proxy statement/prospectus therein and the exhibits attached thereto, including
the Merger Agreement which is incorporated by reference to Exhibit 2.1 to the
Company’s quarterly report for the period ended June 30, 2010.





Where the following Management’s
Discussion and Analysis discusses the Company’s future plans, strategies and
activities, the discussion assumes that the Merger is not, and will not be,
completed.


15


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.





Critical
Accounting Policies





Capitalized Development and
Interest Costs





The Company capitalizes all hotel
development costs and other direct overhead costs related to the 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 once the assets are placed in service.  Organization
and start-up costs are expensed as incurred.  For the nine month
periods ended September 30, 2010 and 2009, the Company capitalized interest of
$0 and $2,786,468, respectively.





Assets Held For
Sale





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.





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.


16




Impairment of Long-Lived
Assets





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 and adjust the
carrying amount to fair value.





Consolidation
Policy





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





The Company’s condensed consolidated
financial statements are prepared on the accrual basis of
accounting.  The financial statements reflect the accounts of the
Company and its consolidated subsidiaries.





The Company implemented new accounting
guidance effective January 1, 2010 regarding variable interest entities
(VIEs).  In accordance with the guidance, the Company re-evaluated
equity investments and all other potential variable interests to determine if
they are VIEs.  For each of these investments, the Company has
evaluated (1) the sufficiency of the entities’ equity investments at risk to
permit the entity to finance its activities without additional subordinated
financial support; (2) that as a group the holders of the equity investments at
risk have (a) the power through voting rights or similar rights to direct the
entities’ activities that most significantly impact the entity’s economic
performance, (b) the obligation to absorb the expected losses of the entity and
their obligations are not protected directly or  indirectly and (c)
the right to receive the expected residual return of the entity and their rights
are not capped and (3) the voting rights of these investors are not proportional
to their obligations to absorb the expected losses of the entity, their rights
to receive the expected returns of the entity, or both, and that substantially
all of the entities’ activities do not involve or are not conducted on behalf of
an investor that has disproportionately few voting rights.





If an investment is determined to be a
VIE, the Company then performs an analysis to determine if the Company is the
primary beneficiary of the VIE.  Generally Accepted Accounting
Principles require a VIE to be consolidated by its primary
beneficiary.  The primary beneficiary is the party that has a
controlling financial interest in an entity.  In order for a party to
have a controlling financial interest in an entity it must have (1) the power to
direct the activities of a VIE that most significantly impact the entity’s
economic performance, and (2) the obligation to absorb losses of an entity that
could potentially be significant to the VIE or the right to receive benefits
from the entity that could potentially be significant to the
VIE.


17




The Company’s consolidated VIE was
determined to be a VIE primarily because the entity’s equity holders’ obligation
to absorb losses is protected and their equity investment at risk is not
sufficient to permit the entity to finance its activities without additional
financial support.  The Company determined that it was the primary
beneficiary of this VIE as it has a controlling financial interest in the
entity.





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.





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.





Industry
Trends and Outlook





In
mid-2008, U.S. lodging demand started to decline as a result of the economic
recession which caused industry-wide RevPAR to decline for the year, as reported
by Smith Travel Research. Throughout 2009, the decrease in lodging demand
accelerated, with RevPAR down 16.7% for the year according to Smith Travel
Research. In the first half of 2010, we saw trends of improved fundamentals in
the U.S. lodging industry with demand for rooms showing signs of stabilization,
and even growth in many of the major markets, as general economic indicators
have begun to experience positive improvement. With supply of available rooms
expected to rise at a significantly slower pace over the next several years than
during 2006-2008 and demand for rooms expected to increase as the U.S. economy
rebounds, we expect meaningful growth in RevPAR to start in 2011 and to continue
for several years thereafter.





While we
believe the trends in room demand and supply growth will result in improvement
in lodging industry fundamentals, we can provide no assurances that the U.S.
economy will strengthen at projected levels and within the expected time
periods. If the economy does not improve or if any improvements do not continue
for any number of reasons, including, among others, an economic slowdown and
other events outside of our control, such as terrorism, lodging industry
fundamentals may not improve as expected. In the past, similar events have
adversely affected the lodging industry and if these events recur, they may
adversely affect the lodging industry in the future.


18


Results
of Operations





We use a
variety of operating and other information to evaluate the financial condition
and operating performance of our business. These key indicators include
financial information that is prepared in accordance with GAAP, as well as other
financial information that is not prepared in accordance with GAAP. In addition,
we use other information that may not be financial in nature, including
statistical information and comparative data. We use this information to measure
the performance of individual hotels, groups of hotels and/or our business as a
whole. We periodically compare historical information to our internal budgets as
well as industry-wide information. These key indicators include occupancy rate
(or Occupancy); Average Daily Rate (or ADR); and room Revenue per Available Room
(or RevPAR).





Occupancy,
ADR and RevPAR are commonly used measures within the hotel industry to evaluate
operating performance. RevPAR, which is calculated as the product of ADR and
occupancy percentage, is an important statistic for monitoring operating
performance at the individual hotel level and across our business as a whole. We
evaluate individual hotel RevPAR performance on an absolute basis with
comparisons to budget and prior periods, as well as on a company-wide and
regional basis. ADR and RevPAR include only room revenue. Room revenue is
dictated by demand, as measured by Occupancy, pricing, as measured by ADR, and
our available supply of hotel rooms. Our ADR, Occupancy and RevPAR performance
may be impacted by macroeconomic factors such as regional and local employment
growth, personal income and corporate earnings, office vacancy rates and
business relocation decisions, airport and other business and leisure travel,
new hotel construction and the pricing strategies of competitors. In addition,
our ADR, Occupancy and RevPAR performance is dependent on the continued success
of our franchisors and their brands.





Three
Months Ended September 30, 2010 Compared with Three Months Ended September 30,
2009





Loss
from Continuing Operations.





Loss from
continuing operations decreased by $5.6 million, or 81.8%, to ($1.3) million for
the three months ended September 30, 2010 from ($6.9) million for the three
months ended September 30, 2009.  This decrease in loss was primarily
due to the $6.5 million impairment loss recognized in 2009 with no corresponding
expense in the first three quarters of 2010.





Revenues.





The key indicators for the Company’s
hotel performance for the three months ended September 30, 2010 and 2009 are set
forth in the following table.





Three Months Ended
                  
                  
                  Three Months EndedSeptember 30, 2010
                  
                  
                  September 30, 2009
                  
                  
                  IncreaseAll
      Company HotelsRevPAR
                  
                  $
                  61.46
                  
                  
                  $
                  56.89
                  
                  
                  $
                  4.57Average
      Daily Rate
                  
                  $
                  88.99
                  
                  
                  $
                  87.21
                  
                  
                  $
                  1.78Occupancy
      Rate
                  
                  
                  69.06
                  %
                  
                  
                  65.23
                  %
                  
                  
                  3.83
                  %


19




Revenues
increased by $5.4 million, or 16.7%, from $32.2 million for the three months
ended September 30, 2009 to $37.6 million for the three months ended September
30, 2010. The increase was primarily due to the opening of six new hotels during
the third and fourth quarters of 2009 and further impacted by increases in
Occupancy and ADR in our existing hotels, resulting in an overall 8.0% increase
in RevPAR.





Due to
the ongoing recovery of the national economy and the improvement in the U.S.
hotel industry fundamentals experienced during the past seven months, we
anticipate that RevPAR at our hotels will continue to improve.  In
addition, as our 19 unseasoned hotels continue to stabilize, we anticipate they
will generate revenue growth for the Company.





Operating
Expenses.





Total
operating expenses from continuing operations decreased by $2.7 million, or
7.8%, to $32.0 million for the three months ended September 30, 2010 from $34.8
million for the three months ended September 30, 2009 because of a $6.5 million
loss on impairment of assets incurred in the three months ended September 30,
2009 with no similar impairment in the three months ended September 30,
2010.  Direct hotel operations expense increased by 12.6% to $12.3
million for the three months ended September 30, 2010 from $10.9 million for the
three months ended September 30, 2009.  The increased operating
expenses were in direct relationship to the increase in revenues from the six
new hotels opened during the third and fourth quarter of
2009.  General, selling and administrative expenses increased 14.0% to
$6.7 million for the three months ended September 30, 2010 from $5.9 million for
the three months ended September 30, 2009.  The increase was directly
related to the increase in revenues from the six new hotels opened in late
2009.





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.





Depreciation
and Amortization.





Total
depreciation and amortization expense from continuing operations increased by
$1.2 million, or 21.5%, from $5.6 million for the three months ended
September 30, 2009 to $6.8 million for the three months ended September 30,
2010.  This increase was primarily due to the six additional hotels
opened during the third and fourth quarter of 2009.




20




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, 2010, we
reimbursed The Summit Group $789,156 in hotel management and Company Manager
expenses, which was 2.1% of our total revenues from continuing
operations.  In 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.  The increase in management expense as a percentage of
revenues is due to additional travel and allocation of wages related to
oversight of the hotels and the merger and IPO. Management expense is contained
within the general, selling and administrative section of the condensed
consolidated statement of operations.





Nine
Months Ended September 30, 2010 Compared with Nine Months Ended September 30,
2009





Loss
from Continuing Operations.





Loss from
continuing operations decreased by $3.5 million, or 34.7%, to ($6.7) million for
the nine months ended September 30, 2010 from ($10.2) million for the nine
months ended September 30, 2009.  This decrease was due in part to a
$6.5 million loss on impairment of assets incurred in the third quarter of 2009,
with no similar impairment losses during the first three quarters of 2010.
Additional factors affecting the loss from continuing operations include an
increase in income from operations, net of the impairment loss, of $3.9 million,
as well as an increase in interest expense of $6.9 million.





Revenues.





The key indicators for the Company’s
hotel performance for the nine months ended September 30, 2010 and 2009 are set
forth in the following table.





Nine Months Ended
                  
                  
                  Nine Months EndedSeptember 30, 2010
                  
                  
                  September 30, 2009
                  
                  
                  Increase/(Decrease)All
      Company HotelsRevPAR
                  
                  $
                  57.68
                  
                  
                  $
                  56.71
                  
                  
                  $
                  0.97Average
      Daily Rate
                  
                  $
                  87.88
                  
                  
                  $
                  88.42
                  
                  
                  $
                  (0.54
                  )Occupancy
      Rate
                  
                  
                  65.64
                  %
                  
                  
                  64.14
                  %
                  
                  
                  1.5
                  %





Revenues
increased by $12.0 million, or 12.9%, from $92.8 million for the nine months
ended September 30, 2009 to $104.8 million for the nine months ended September
30, 2010. The increase was primarily due to the opening of six new hotels during
the third and fourth quarters of 2009.





Operating
Expenses.





Total
operating expenses from continuing operations increased by $1.6 million, or
1.7%, to $91.9 million for the nine months ended September 30, 2010 from $90.4
million for the prior period despite the $6.5 million loss on impairment taken
in 2009.  Operating expenses increased due to the six new hotels
opened in the third and fourth quarter of 2009.  Of this increase,
direct hotel operations expense increased by 12.5% to $35.4 million for the nine
months ended September 30, 2010 from $31.4 million for the prior
period.  The increased operating expenses were in direct relationship
to the increase in revenues from the six new hotels opened during the third and
fourth quarter of 2009.  Non-capitalizable hotel renovation costs
during early 2009 caused repairs and maintenance for the nine month period ended
September 30, 2009 to be $1.7 million higher than repairs and maintenance in the
nine month period ended September 30, 2010.


21




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.





Depreciation
and Amortization.





Total
depreciation and amortization expense from continuing operations increased by
$3.3 million, or 19.7%, from $17.0 million for the nine months ended
September 30, 2009 to $20.3 million for the nine months ended September 30,
2010.  This increase was primarily due to the six additional hotels
opened during the third and fourth quarter of 2009.





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, 2010, we
reimbursed The Summit Group $2,400,136 in hotel management and Company Manager
expenses, which was 2.3% of our total revenues from continuing
operations.  In 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.  The reduction in management expense is due to the
Company’s efforts to reduce expenses during the economic
downturn.  Management expense is contained within the general, selling
and administrative section of the condensed consolidated statement of
operations.





Seasonality and
Diversification





Certain
segments of the hotel industry are very seasonal.  Leisure travelers
tend to travel more during the summer.  Business travelers occupy
hotels relatively consistently throughout the year, but decreases in business
travel occur during summer and the winter holidays.





The hotel
industry is also seasonal based upon geography.  Hotels in the south
tend to have high occupancy rates during the winter months.  Hotels in
the north have higher occupancy rates during the summer months.  On
balance, the hotel industry experiences its highest occupancies during summer,
and its lowest occupancy rates from December through February.  To
provide for more stable revenues throughout the year, we strive to maintain
geographic diversity of our hotels.  As a result, our revenues do not
vary significantly from quarter to quarter.





22




Liquidity
and Capital Resources


Our
short-term liquidity requirements consist primarily of funds necessary to pay
for operating expenses and other expenditures directly associated with our hotel
properties, including recurring maintenance and capital expenditures necessary
to maintain our hotel properties in accordance with franchise brand standards,
capital expenditures to improve our hotel properties, interest expense and
scheduled principal payments on outstanding indebtedness.





We expect
to satisfy these short-term liquidity requirements through working capital and
cash provided by operations.  Based upon the improving U.S. lodging
industry fundamentals, and our hotel portfolio’s improving performance as hotel
demand recovers and our unseasoned properties continue to stabilize, we believe
that our working capital and cash provided by operations will be sufficient to
meet our ongoing short-term liquidity requirements for at least the next 12
months.





Our
long-term liquidity requirements consist primarily of funds necessary to pay for
the costs of acquiring or developing additional hotel properties, major hotel
renovations, loan maturities and other non-recurring capital expenditures that
need to be made periodically with respect to our hotel properties and scheduled
debt payments.  We anticipate satisfying these long-term liquidity
requirements through various sources of capital, including existing working
capital, cash provided by operations, equity contributions and long-term hotel
mortgage indebtedness and other borrowings.  However, certain factors
may have a material adverse effect on our ability to access these capital
sources, including the current difficulty obtaining mortgage financing, our
degree of leverage, the value of our unencumbered hotel properties and borrowing
restrictions imposed by lenders.  We will continue to analyze which
source of capital is most advantageous to us at any particular point in time,
but the capital markets may not be consistently available to us on terms that
are attractive, or at all.





Due to
the economic recession and decline in the hotel industry that occurred during
2008 and 2009, as well as the increasing difficulty in obtaining financing for
hotel projects, the Company has sought to reduce its exposure to costs, expenses
and financing requirements related to construction and development activities.
Thus, the Company did not acquire any hotels and did not start any new hotel
construction projects during 2009 or the nine months ended September 30,
2010.  As of November 12, 2010, the Company has entered into a letter
of intent to purchase one hotel and no new hotel construction is yet scheduled
for 2010.





Additional
Information Concerning Sources and Uses of Cash





Major
capital improvements on existing hotels and the acquisition or construction of
new hotels is funded primarily through financing with commercial lenders and
equity contributions.  At this time, the Company does not anticipate
acquiring, or starting construction on any new hotels until such time as the
United States economy strengthens and debt and equity financing are in
place.


23





First
mortgage financing with commercial lenders provides the primary source of
liquidity for financing the acquisition and construction of
hotels.  As of September 30, 2010, our mortgage debt consisted of the
following:




Lender
                                                                                                                  
                                                                                                                  Outstanding Principal
                                                                                                                    Balance as of
                                                                                                                    September 30, 2010
                                                                                                                    (dollars in thousands)
                                                                                                                  
                                                                                                                  Interest Rate as of
                                                                                                                    September 30, 2010(1)
                                                                                                                  
                                                                                                                  Amortization
                                                                                                                    (years)
                                                                                                                  
                                                                                                                  Maturity DateBank
      of the Cascades(2)
                                                                                                                  
                                                                                                                  $
                                                                                                                  12,623
                                                                                                                  
                                                                                                                  Prime
      rate, subject to a floor of 6.00%
                                                                                                                  
                                                                                                                  25
                                                                                                                  
                                                                                                                  09/30/11ING
      Investment Management(3)(12)
                                                                                                                  
                                                                                                                  
                                                                                                                  29,204
                                                                                                                  
                                                                                                                  5.60%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  07/01/25MetaBank
                                                                                                                  
                                                                                                                  
                                                                                                                  7,340
                                                                                                                  
                                                                                                                  Prime
      rate, subject to a floor of 5.00%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  03/01/12Chambers
      Bank
                                                                                                                  
                                                                                                                  
                                                                                                                  1,615
                                                                                                                  
                                                                                                                  6.50%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  06/24/12Bank
      of the Ozarks(4)
                                                                                                                  
                                                                                                                  
                                                                                                                  6,444
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 4.00%, subject to a floor of 6.75%
                                                                                                                  
                                                                                                                  25
                                                                                                                  
                                                                                                                  06/29/12ING
      Investment Management(5)(11)
                                                                                                                  
                                                                                                                  
                                                                                                                  7,954
                                                                                                                  
                                                                                                                  6.34%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  07/01/12ING
      Investment Management(5)(11)
                                                                                                                  
                                                                                                                  
                                                                                                                  29,602
                                                                                                                  
                                                                                                                  6.10%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  07/01/12BNC
      National Bank(13)
                                                                                                                  
                                                                                                                  
                                                                                                                  5,769
                                                                                                                  
                                                                                                                  5.01%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  11/01/13First
      National Bank of Omaha(6)
                                                                                                                  
                                                                                                                  
                                                                                                                  24,368
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 4.00%, subject to a floor of 5.25%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  07/01/13ING
      Investment Management(7)(12)
                                                                                                                  
                                                                                                                  
                                                                                                                  6,281
                                                                                                                  
                                                                                                                  6.61%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  11/01/28General
      Electric Capital Corp.(8)(14)
                                                                                                                  
                                                                                                                  
                                                                                                                  11,262
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 2.55%
                                                                                                                  
                                                                                                                  25
                                                                                                                  
                                                                                                                  04/01/14National
      Western Life Insurance(9)
                                                                                                                  
                                                                                                                  
                                                                                                                  13,734
                                                                                                                  
                                                                                                                  8.00%
                                                                                                                  
                                                                                                                  17
                                                                                                                  
                                                                                                                  01/01/15BNC
      National Bank(13)
                                                                                                                  
                                                                                                                  
                                                                                                                  5,814
                                                                                                                  
                                                                                                                  Prime
      rate – 0.25%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  04/01/16Compass
      Bank
                                                                                                                  
                                                                                                                  
                                                                                                                  16,492
                                                                                                                  
                                                                                                                  Prime
      rate – 0.25%, subject to a floor of 4.50%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  05/17/18General
      Electric Capital Corp.(14)
                                                                                                                  
                                                                                                                  
                                                                                                                  8,803
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 1.75%
                                                                                                                  
                                                                                                                  20
                                                                                                                  
                                                                                                                  04/01/18General
      Electric Capital Corp.(10)(14)
                                                                                                                  
                                                                                                                  
                                                                                                                  11,119
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 1.80%
                                                                                                                  
                                                                                                                  25
                                                                                                                  
                                                                                                                  03/01/19Fortress
      Credit Corp.
      (15)
                                                                                                                  
                                                                                                                  
                                                                                                                  86,076
                                                                                                                  
                                                                                                                  30-day
      LIBOR + 8.75%
                                                                                                                  
                                                                                                                  N/A
                                                                                                                  
                                                                                                                  03/05/11Lehman
      Brothers Bank
                                                                                                                  
                                                                                                                  
                                                                                                                  77,381
                                                                                                                  
                                                                                                                  5.40%
                                                                                                                  
                                                                                                                  25
                                                                                                                  
                                                                                                                  01/01/12Marshall
      & Illsley Bank
                                                                                                                  
                                                                                                                  
                                                                                                                  21,420
                                                                                                                  
                                                                                                                  30-day
      LIBOR + 3.90%
                                                                                                                  
                                                                                                                  N/A
                                                                                                                  
                                                                                                                  12/31/10First
      National Bank of Omaha (16)
                                                                                                                  
                                                                                                                  
                                                                                                                  19,993
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 4.00%, subject to a 5.50% floor
                                                                                                                  
                                                                                                                  N/A
                                                                                                                  
                                                                                                                  07/31/11First
      National Bank of Omaha
                                                                                                                  
                                                                                                                  
                                                                                                                  18,903
                                                                                                                  
                                                                                                                  90-day
      LIBOR + 4.00%, subject to a 5.50% floor
                                                                                                                  
                                                                                                                  N/A
                                                                                                                  
                                                                                                                  07/31/11Total
                                                                                                                  
                                                                                                                  $
                                                                                                                  422,198





24





(1)
            As
      of September 30, 2010, the Prime rate was 3.25% and the 90-day LIBOR rate
      was 0.29%.


(2)
            The
      maturity date may be extended to September 30, 2012, subject to the
      Company achieving a debt service coverage ratio of 1.25:1.00 on the
      property secured.


(3)
            The
      lender has the right to call the loan, which is secured by multiple
      properties, at January 1, 2012, January 1, 2017 and January 1,
      2022.  At January 1, 2012, the loan begins to amortize according
      to a 19.5 year amortization schedule. If this loan is repaid prior to
      maturity, there is a prepayment penalty equal to the greater of (i) 1% of
      the principal being repaid and the (ii) the yield maintenance premium.
      There is no prepayment penalty if the loan is prepaid 60 days prior to any
      call date.


(4)
            The
      maturity date may be extended to June 20, 2014 based on the exercise of
      two, one-year extension options, subject to the satisfaction of certain
      conditions. If this loan is repaid prior to June 29, 2011, there is a
      prepayment penalty equal to 1% of the principal being
    repaid.


(5)
            If
      this loan is repaid prior to maturity, there is a prepayment penalty equal
      to the greater of (i) 1% of the principal being repaid and the (ii) the
      yield maintenance premium.


(6)
            Consists
      of three loans with cross-collateralization and cross-default provisions
      secured by three hotel properties: the Hyatt Place, Atlanta, Georgia; the
      Courtyard by Marriott, Germantown, Tennessee; and the Courtyard by
      Marriott, Jackson, Mississippi.  The maturity date of the loan
      secured by the Hyatt Place located in Atlanta, Georgia is February 1,
      2014.


(7)
            The
      lender has the right to call the loan at November 1, 2013, 2018 and 2023.
      If this loan is repaid prior to maturity, there is a prepayment penalty
      equal to the greater of (i) 1% of the principal being repaid and the (ii)
      the yield maintenance premium. There is no prepayment penalty if the loan
      is prepaid 60 days prior to any call
date.


(8)
            If
      this loan is repaid prior to April 1, 2011, there is a prepayment penalty
      equal to 0.75% of the principal being repaid. After this date, there is no
      prepayment penalty. A portion of the loan can be prepaid without penalty
      at any time to bring the loan-to-value ratio to no less than
      65%.


(9)
            Consists
      of two mortgage loans with cross-collateralization and cross-default
      provisions. Prior to February 1, 2011, these loans cannot be prepaid. If
      these loans are prepaid after February 1, 2011, there is a prepayment
      penalty ranging from 5% to 1% of the principal being prepaid.  A
      one-time, ten-year extension of the maturity date is permitted, subject to
      the satisfaction of certain
conditions.


(10)
            If
      this loan is repaid prior to February 27, 2011, there is a prepayment
      penalty equal to 0.75% of the principal being repaid. After this date,
      there is no prepayment penalty. A portion of the loan can be prepaid
      without penalty at any time to bring the loan-to-value ratio to no less
      than 65%.


(11)
            The
      two ING Investment Management loans with the July 1, 2012 maturity dates
      are cross-collateralized.


25





(12)
            The
      ING Investment Management loans with the July 1, 2015 and November 1, 2028
      maturity dates are
cross-collateralized.


(13)
            The
      two BNC loans have cross-default
provisions.


(14)
            The
      three General Electric Capital Corp. loans are
      cross-defaulted.


(15)
            Interest
      is paid monthly at the 30-day LIBOR rate plus 5.75%, and additional
      interest accrues at the annual rate of 30-day LIBOR plus 3.00% and is
      deferred until the maturity date. As a result, the outstanding principal
      balance will increase prior to the date of repayment. The loan was
      extended for a period of one (1) year, to March 5, 2011, with an option
      for an additional six (6) month extension contingent on meeting certain
      requirements.  As a condition of the Fortress Loan extension,
      the Company agreed that all cash generated by the Company and not required
      for payment of hotel operational expenses, principal and interest payments
      on the Company’s loans, capital expenditures, and other expenses related
      to owning and operating the Company, will be reserved and used to pay down
      Company debts.  Additional covenants include, but are not
      limited to: covenants limiting the Company’s ability to sell or refinance
      assets, incur debt or obtain equity without Fortress’s prior approval; and
      restrictions on distributions to
members.


(16)
            This
      is comprised of three cross-collateralized, cross-defaulted
      notes.





As of
September 30, 2010, the Company has $166,371,585 of debt due in the next twelve
months, of which $159,014,760 represents maturing debt and $7,356,825 represents
other scheduled principal payments.  We intend to pay regularly
scheduled principal payments with available cash flow from
operations.  For maturing debts, we intend either to refinance or
extend the terms of those debt instruments maturing in the next twelve
months.





We
believe that we will have adequate liquidity to meet requirements for scheduled
maturities. However, we can provide no assurances that we will be able to
refinance our indebtedness as it becomes due and, if refinanced, whether such
refinancing will be available on favorable terms.





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
at below-market values, reduce capital expenditures, or seek to 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.





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.  As a result of the
current conditions in the banking industry and general economy, many lenders are
not offering new commercial loans, or if they do offer such loans, the terms and
conditions are restrictive.  We have experienced increasing
difficulties obtaining financing for our hotels, particularly construction
financing, on reasonable terms and conditions.  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.  As of September 30, 2010, approximately 59.4% of our
long-term indebtedness carried variable interest rates which increase or
decrease with general interest rates changes.


26




Construction and Development
Requirements





Properties Under
Construction or Held for Development





The table
below describes our properties held for possible future
development.  At this time, we have no intention of developing new
hotels or restaurants or expanding any of our existing hotels at these parcels.
As of November 12, 2010, we have nine parcels of land which we believe no longer
complement our business, and thus they are held for sale.  We may in
the future sell the other parcels described below when market conditions
warrant.  If we do develop these parcels, construction will not begin
on any hotel until debt and equity financing are in place and management has
determined that market conditions are appropriate.





Location
              
              Potential Use
              
              AcresFlagstaff,
      Arizona
              
              Development
      of one restaurant pad
              
              2.0Jacksonville,
      Florida
              
              Development
      of one hotel
              
              3.3Ft.
      Myers, Florida
              
              Development
      of one or two restaurant pads
              
              3.1Boise,
      Idaho
              
              Development
      of one hotel
              
              3.1Boise,
      Idaho
              
              Possible
      expansion of existing hotel
              
              2.3Boise,
      Idaho
              
              Possible
      expansion of existing hotel
              
              1.0Twin
      Falls, Idaho
              
              Development
      of one hotel
              
              2.5Missoula,
      Montana.
              
              Development
      of one hotel
              
              2.2El
      Paso, Texas
              
              Development
      of two hotels
              
              5.0Houston,
      Texas
              
              Development
      of one hotel
              
              2.8San
      Antonio, Texas
              
              Development
      of one hotel
              
              2.6San
      Antonio, Texas
              
              Development
      of two hotels
              
              6.0San
      Antonio, Texas
              
              Development
      of two restaurant pads
              
              3.0Spokane,
      Washington
              
              Development
      of two hotels
              
              4.6





We have
no current intention of developing new hotels or restaurants or expanding any of
our existing hotels at these parcels. We intend to sell the parcels that are
held for sale, and we may in the future sell the remaining parcels when market
conditions warrant.





Acquisitions and
Dispositions





From January 1, 2010 through November
12, 2010 we have not acquired or disposed of any properties.  We have
entered into a letter of intent to acquire a 216-room hotel located in downtown
Minneapolis, Minnesota. The letter of intent is non-binding and we cannot assure
you that we will be able to enter into a definitive purchase agreement on
favorable terms, or at all, or, if we enter into a definitive agreement, that we
will complete this acquisition. Any definitive purchase agreement would be
subject to a number of conditions to completion.





27


As reported in the Company’s quarterly
report on Form 10-Q filed with the SEC on August 16, 2010, we entered into a
contract to sell several parcels of vacant land to an unaffiliated hotel
developer for an aggregate purchase price of $30.4 million.  During
October 2010, the developer terminated the contract; however, as of November 12,
2010, these parcels of land continue to be classified as held for sale as they
no longer complement our business and we believe they will be sold within the
next twelve months.





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,
the 90-day LIBOR rate and the Prime rate.  We primarily 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.





As of September 30, 2010, 40.6% of our
debt carried fixed interest rates, and 59.4% carried variable interest
rates.  As of September 30, 2010, our fixed interest rate debt totaled
$171.5 million.  Our variable interest rate debt totaled $250.7
million as of September 30, 2010, 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 $2,506,573 per
year.





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 2010.





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, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


28




PART
II


OTHER
INFORMATION





Item
1.  Legal
Proceedings





Peter J.
Poulos, a former employee of the Company, filed a complaint against us, Mr.
Boekelheide and others with the U.S. Department of Labor/Occupational Safety and
Health Administration, or OSHA.  The administrative file was opened on
April 6, 2009.  The complaint alleges that, as a result of one
circumstance of a payment being applied to incorrect accounts, we engaged in a
scheme to perpetuate fraud and that the employee’s subsequent termination was
retaliatory and in violation of the Corporate and Criminal Fraud Accountability
Act of 2002, or CCFA.  The only relief sought under the complaint is
an administrative finding that we violated the CCFA.  We vehemently
deny these allegations and are vigorously defending the claim.  On
August 24, 2010, OSHA determined that there was no reasonable cause to
believe that the Company violated the CCFA and the complaint was dismissed. On
August 30, 2010, Mr. Poulos objected to the findings and requested a
formal hearing in the matter. A scheduling conference with the Administrative
Law Judge was held on October 6, 2010. The administrative hearing is being
held in abeyance until the federal lawsuit is adjudicated. The parties are to
file a Status Report on or before December 7, 2010.





On May
12, 2009, Mr. Poulos filed a complaint in the United States District Court,
Southern District of South Dakota against the Company, Mr. Boekelheide and Trent
Peterson, our Director of Operations—Eastern United States.  The
complaint is based upon the same set of circumstances as in the OSHA complaint
described above.  The relief sought includes damages, including front
and back pay, compensatory damages, punitive damages and other relief, in excess
of $10.0 million.  We vehemently deny these allegations and are
vigorously defending the claim. On July 10, 2009, Mr. Boekelheide was dismissed
from the lawsuit.  Discovery is proceeding in this case. A pre-trial
conference and motions hearing was held on August 6, 2010. On
September 10, 2010, the Court granted summary judgment in our favor and
dismissed five of the six claims asserted by Mr. Poulos. The Court denied
summary judgment on the claim asserting wrongful termination for
whistleblowing.  A trial date has not been scheduled.





Although
we cannot be certain of the outcome of the above actions, at this time we do not
believe the above actions against us will have a material adverse affect on our
business, financial conditions or results of operations.





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 condition or
results of operations.  We may be subject to future claims which could
cause us to incur significant expenses or damages.  We have assumed
liability for past events at the hotels and for entities previously acquired by
the Company, including lawsuits that have not yet materialized.  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.


29




Item
      1A.
            Risk
      Factors





The
Company’s annual report on Form 10-K filed on March 31, 2010 (the “annual
report”) and the Company’s quarterly reports on Form 10-Q filed on May 14, 2010,
and August 16, 2010 (the “quarterly reports”) set forth a number of risk factors
and other information which should be carefully considered. In addition to the
risks described in the annual report and quarterly reports, 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.  Management does
not believe that there are new material risk factors in addition to those set
forth in the annual report and quarterly reports.




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




None.




Item
      3.
            Defaults Upon Senior
      Securities




Not
Applicable.




Item
      4.
            Removed and
      Reserved




Item
      5.
            Other
      Information




None.


30


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.




31


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
      15, 2010
              By:
              /s/ Kerry W. BoekelheideKerry W. BoekelheideChief Executive OfficerDate:    November
      15, 2010
              By:
              /s/ Daniel P. HansenDaniel P. HansenChief Financial Officer




32


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.




33