<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-Q/A


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

                  For the quarterly period ended March 31, 1998

                         Commission File Number 0-24568

                              INNKEEPERS USA TRUST
             (Exact name of registrant as specified in its charter)




                 Maryland                                   65-0503831
      (State or other Jurisdiction of                    (I.R.S. employer
      Incorporation or Organization)                    identification no.)

          306 Royal Poinciana Way                         (561) 835-1800
           Palm Beach, FL 33480                   (Registrant's telephone number
 (Address of principal executive offices)              including area code)
                (zip code)


                                       N/A
                                  (former name)


Indicate by check mark whether the Registrant (i) 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 short period that the Registrant was
required to file such report), and (ii) has been subject to such filing
requirements for the past 90 days.


                         X    Yes                  No
                       -----                -----

The number of common shares of beneficial interest, $.01 par value, outstanding
on May 1, 1998 was 33,114,422.


<PAGE>   2



                              INNKEEPERS USA TRUST

                                      INDEX

<TABLE>
<CAPTION>
                                                                         Page Number
                                                                         -----------
<S>           <C>                                                        <C>
PART I.       Financial Information

Item 1.       Financial Statements

              INNKEEPERS USA TRUST

              Consolidated Balance Sheets at
                 March 31, 1998 (unaudited) and December 31, 1997              1

              Consolidated Statements of Income for the
                 three months ended March 31, 1998 and
                 1997 (unaudited)                                              2

              Consolidated Statements of Cash Flows for the three months
                 ended March 31, 1998 and 1997 (unaudited)                     3

              Notes to Consolidated Financial Statements                       4

              JF HOTEL

              Combined Balance Sheets at March 31, 1998
              (unaudited) and December 31, 1997                               12

              Combined Statements of Income for the
                 three months ended March 31, 1998 and 1997
                 (unaudited)                                                  13

              Combined Statements of Cash Flows for
                 the three months ended March 31, 1998 and 1997
                 (unaudited)                                                  14

              Notes to Combined Financial Statements                          15

Item 2.       Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                          17

Item 3.       Quantitative and Qualitative Disclosures About Market Risk      27

</TABLE>



<PAGE>   3





<TABLE>
<CAPTION>

                                                                         Page Number
                                                                         -----------
<S>           <C>                                                       <C>
PART II.      Other Information


Item 6.       Exhibits and Reports on Form 8-K                                28

              Signature                                                       29

</TABLE>




<PAGE>   4



                              INNKEEPERS USA TRUST
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>

                                                                 March 31, 1998      December 31, 1997
                                                                 --------------      -----------------
                                                                  (Unaudited)
<S>                                                               <C>                <C>
                                                ASSETS
Investment in hotel properties:
   Land and improvements                                           $  86,338             $  71,508
   Buildings and improvements                                        530,649               449,813
   Furniture and equipment                                            72,357                63,439
   Renovations in process                                             12,916                14,837
   Hotels under development                                            3,372                 1,911
                                                                   ---------             ---------
                                                                     705,632               601,508

   Accumulated depreciation                                          (43,306)              (35,865)
                                                                   ---------             ---------
   Net investment in hotel properties                                662,326               565,643

Cash and cash equivalents                                              5,642                 4,228
Restricted cash and cash equivalents                                   6,782                 6,748
Due from Lessees                                                      11,313                 4,417
Deferred expenses, net                                                 4,748                 5,235
Deposits under purchase agreements                                       250                 5,050
Other assets                                                           1,072                 1,286
                                                                   ---------             ---------

              Total assets                                         $ 692,133             $ 592,607
                                                                   =========             =========

                                 LIABILITIES AND SHAREHOLDERS' EQUITY

Long-term debt                                                     $ 265,119             $ 160,455
Accounts payable and other accrued expenses                            4,878                 4,461
Distributions payable                                                 11,243                10,501
Deferred Percentage Lease revenue                                     10,344
Minority interest in Partnership                                      70,090                74,552
                                                                   ---------             ---------

              Total liabilities                                      361,674               249,969
                                                                   ---------             ---------
Commitments and contingencies (Note 4)

Shareholders' equity:
   Preferred Shares, $.01 par value, 20,000,000 shares
      authorized, no shares issued or outstanding
   Common Shares, $.01 par value, 100,000,000 shares 
      authorized, 33,113,211 and 32,848,608 shares
      issued and outstanding at March 31, 1998 and
      December 31, 1997, respectively                                    331                   328
   Additional paid-in capital                                        359,375               355,828
   Unearned compensation                                              (2,124)               (1,812)
   Distributions in excess of net earnings                           (27,123)              (11,706)
                                                                   ---------             ---------

              Total shareholders' equity                             330,459               342,638
                                                                   ---------             ---------

              Total liabilities and shareholders' equity           $ 692,133             $ 592,607
                                                                   =========             =========
</TABLE>


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




                                        1

<PAGE>   5



                              INNKEEPERS USA TRUST
                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)



<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,                 
                                                   ------------------------------
                                                        1998             1997
                                                        ----             ----
<S>                                                 <C>               <C>
                                                    (Unaudited)       (Unaudited)
Revenue:
   Percentage Lease revenue                          $ 13,336          $ 12,380
   Other revenue                                          176               345
                                                     --------          --------
      Total revenue                                    13,512            12,725
                                                     --------          --------

Expenses:
   Depreciation                                         7,441             3,217
   Amortization of franchise costs                         18                17
   Ground rent                                            112                88
   Interest expense                                     4,805             1,997
   Amortization of loan origination
      fees                                                268               256
   Real estate and personal
      property taxes and property
      insurance                                         2,355             1,129
   General and administrative                           1,126               430
   Amortization of unearned
      compensation                                        149                10
                                                     --------          --------
          Total expenses                               16,274             7,144
                                                     --------          --------

Income (loss) before minority interest
   and extraordinary loss                              (2,762)            5,581
Minority interest, common                                 549              (234)
Minority interest, preferred                           (1,173)           (1,117)
Extraordinary loss                                     (2,760)
                                                     --------          --------
Net income (loss) (Note 2)                           $ (6,146)         $  4,230
                                                     ========          ========

Basic earnings (loss) per share before
   extraordinary loss                                $  (0.10)         $   0.19
Basic earnings (loss) per share                         (0.19)             0.19
Diluted earnings (loss) per share before
   extraordinary loss                                   (0.10)             0.19
Diluted earnings (loss) per share                       (0.19)             0.19


</TABLE>




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




                                        2

<PAGE>   6



                              INNKEEPERS USA TRUST
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        (in thousands, except supplemental non-cash financing activities)


<TABLE>
<CAPTION> 
                                                                             Three Months Ended
                                                                                  March 31,                   
                                                                       ------------------------------
                                                                            1998             1997
                                                                            ----             ----
                                                                        (Unaudited)       (Unaudited)
<S>                                                                     <C>               <C>

Cash flows from operating activities:
     Net income (loss)                                                   $  (6,146)        $   4,230
     Adjustments to reconcile net income (loss) to
        net cash provided by operating activities:
          Depreciation and amortization                                      7,876             3,500
          Minority interest, common and preferred                              624             1,351
          Extraordinary loss                                                 2,760
     Changes in operating assets and liabilities:
          Due from Lessees                                                  (6,896)           (3,227)
          Deferred expenses, net                                                              (1,087)
          Other assets                                                         214                10
          Accounts payable and other accrued expenses                          417               101
          Deferred Percentage Lease revenue                                 10,344
                                                                         ---------         ---------

              Net cash provided by operating activities                      9,193             4,878
                                                                         ---------         ---------


Cash flows from investing activities:
     Investment in hotel properties                                        (99,133)          (34,600)
     Net deposits into restricted cash accounts                                (34)           (4,300)
     Payments for franchise fees                                               (27)
     Deposits under purchase agreements                                       (250)
                                                                         ---------         ---------

             Net cash used in investing activities                         (99,444)          (38,900)
                                                                         ---------         ---------

Cash flows from financing activities:
     Proceeds from long-term debt                                          268,330             5,120
     Payments on long-term debt                                           (163,666)              (26)
     Dividend reinvestment plan and shelf registration costs paid              (24)             (121)
     Distributions paid to Unit holders                                     (1,961)             (195)
     Distributions paid to common shareholders                              (8,541)           (5,022)
     Loan origination fees and costs paid                                   (2,473)             (420)
                                                                         ---------         ---------

             Net cash provided (used) by financing activities               91,665              (664)
                                                                         ---------         ---------

Net increase (decrease) in cash and cash equivalents                         1,414           (34,686)

Cash and cash equivalents at beginning of period                             4,228            40,339
                                                                         ---------         ---------


Cash and cash equivalents at end of period                               $   5,642         $   5,653
                                                                         =========         =========

Supplemental cash flow information:
  Interest paid                                                          $   4,936         $   1,726
                                                                         =========         =========
</TABLE>


Supplemental non-cash financing activities:

  The Company issued 369,816 Common Units with a deemed value at the time of
  issuance of $4,920,000 for the acquisition of two hotel properties during the
  three months ended March 31,1997.

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



                                        3

<PAGE>   7


                              INNKEEPERS USA TRUST
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS

1.       ORGANIZATION AND RECENT DEVELOPMENTS

         ORGANIZATION

         Innkeepers USA Trust ("Innkeepers") is a self-administered real estate
         investment trust ("REIT"), which commenced operations on September 30,
         1994. At March 31, 1998, Innkeepers owned interests in 62 hotels with
         an aggregate of 7,439 rooms (the "Hotels") through its 82.7% interest
         in Innkeepers USA Limited Partnership (with its subsidiary
         partnerships, the "Partnership" and collectively with Innkeepers, the
         "Company"). The Hotels are comprised of 38 Residence Inn by Marriott
         hotels, 12 Hampton Inn hotels, 6 Summerfield Suites hotels, 2 Sierra
         Suites hotels, 1 Comfort Inn hotel, 1 Sheraton Inn hotel, 1 Holiday Inn
         Express hotel and 1 Sunrise Suites hotel. The Hotels are located in 24
         states, with ten hotels located in California.

         The Company leases 53 of the Hotels to JF Hotel, Inc. (or other
         entities under common ownership, collectively the "JF Lessee") and nine
         of the Hotels to affiliates of Summerfield Hotel Corporation (the
         "Summerfield Lessee" and collectively with the JF Lessee, the
         "Lessees") pursuant to leases which provide for rent based on the room
         revenues of the Hotels ("Percentage Leases"). Two officers of the
         Company are the shareholders of the JF Lessee. A trustee of the Company
         is a principal owner of the Summerfield Lessee.

         These unaudited financial statements have been prepared pursuant to the
         rules and regulations of the Securities and Exchange Commission ("SEC")
         and should be read in conjunction with the financial statements and
         notes thereto of the Company and the JF Lessee included in the
         Company's Annual Report on Form 10-K for the fiscal year ended December
         31, 1997 (the "10-K"). The notes to the financial statements included
         herein highlight significant changes to the notes included in the 10-K
         and present interim disclosures required by the SEC. In the opinion of
         management, all adjustments, consisting of normal recurring accruals,
         considered necessary for a fair presentation have been included. The
         results of any interim period are not necessarily indicative of results
         for the full year.



                                        4

<PAGE>   8


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

1.       ORGANIZATION AND RECENT DEVELOPMENTS, CONTINUED

         RECENT DEVELOPMENTS

         On January 11, 1998, the Company purchased a 120-room Residence Inn by
         Marriott hotel located in Bothell (Seattle Northeast), Washington for a
         cash price of $11,750,000. The purchase price was funded through its
         line of credit in place at that time (the "Previous Line of Credit").

         On January 14, 1998, the Company purchased five Residence Inn by
         Marriott hotels located in Lynnwood (Seattle North), Washington;
         Vancouver (Portland North), Washington; Bellevue (Seattle East),
         Washington; Lake Oswego (Portland South), Oregon; and, Tukwila (Seattle
         South), Washington, with an aggregate of 616 rooms for a purchase price
         of approximately $83,000,000. The purchase price was funded through the
         Previous Line of Credit and the assumption of a $59,320,000 loan.

         On April 24, 1998 the Company entered into an agreement to acquire a
         portfolio of six newly constructed Residence Inn by Marriott hotels
         from an affiliate of Marriott International, Inc. ("Marriott") for
         approximately $89.1 million in cash and common units of limited
         partnership interest in the Partnership ("Common Units"). The Company
         will acquire each hotel within 90 days of opening which is expected to
         occur between May and December 1998. The hotels are located in San
         Jose, California; Gaithersburg, Maryland; Chicago/O'Hare, Illinois;
         Richmond, Virginia; Detroit/Livonia, Michigan; and Atlanta, Georgia.
         The Company intends to utilize its New Line of Credit (defined below)
         to fund the cash portion of the purchase price of approximately $75.7
         million and to issue Common Units for the balance of the purchase price
         of approximately $13.4 million.

         On May 12, 1998, the Company priced a 4,200,000 convertible preferred
         share offering, which is expected to close on May 18, 1998. The
         offering price was $25 per share resulting in gross proceeds of
         $105,000,000.

2.       CHANGE IN ACCOUNTING PRINCIPLE

         In May 1998, the Financial Accounting Standards Board's Emerging Issues
         Task Force (the "EITF") issued EITF number 98-9, "Accounting for
         Contingent Rent in Interim Financial Periods" ("EITF 98-9"). EITF 98-9
         provides that a lessor shall defer recognition of contingent rental
         income in interim periods until specified annual targets that trigger
         the contingent income are met. The Company has reviewed the terms of
         its Percentage Leases and has determined that the provisions of EITF
         98-9 will impact the Company's current revenue recognition on an
         interim basis, but will have no impact on the Company's annual
         Percentage Lease revenue recognition or interim cash flow from its
         Lessees. The


                                        5

<PAGE>   9


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

         Company adopted the provisions of EITF 98-9 as a change in accounting
         principle and restated the first quarter results of 1998 in accordance
         with the new pronouncement. The following table presents the effects
         of the adoption of the provisions of EITF 98-9 on the three months
         ended March 31, 1998 and 1997 (in thousands, except per share data):
         
<TABLE>
<CAPTION>


                                                         Three Months Ended
                                                               March 31,
                                                        ----------------------

                                                         1998            1997
                                                         ----            ----
<S>                                                    <C>             <C>
PRO FORMA AMOUNTS - EITF 98-9 APPLIED (A):
Percentage Lease revenue                               $13,336         $ 5,991

Net loss applicable to
common shareholders                                     (6,146)         (1,823)

Basic and diluted
loss per share                                           (0.19)          (0.08)

AMOUNTS ACTUALLY REPORTED - EITF 98-9
NOT APPLIED (B):
Percentage Lease revenue                                23,680          12,380

Net income applicable to
common shareholders                                      3,357           4,230

Basic and diluted
earnings per share                                        0.10            0.19
</TABLE>


         (a)      The 1998 amounts reflect the adoption of the provisions of
                  EITF 98-9 and are the amounts reported in the accompanying
                  statements of income. The 1997 amounts assume that the
                  provisions of EITF 98-9 were applied as of January 1, 1997.

         (b)      The 1998 amounts assume that the provisions of EITF 98-9 were
                  not applied and are the amounts originally reported. The 1997
                  amounts are as reported in the accompanying statements of
                  income and do not reflect the adoption of the provisions of
                  EITF 98-9.

3.       LONG-TERM DEBT

         On February 19, 1998, the Company obtained a new line of credit (the
         "New Line of Credit"). The New Line of Credit is uncollateralized and
         has a maximum borrowing amount of $250,000,000. The interest rate on
         the New Line of Credit is LIBOR plus 122.5 to 162.5 basis points. The
         Company utilized the New Line of Credit to repay the $59,320,000 loan
         which was assumed as described under "Recent Developments" above. Upon
         closing of the New Line of Credit, the Previous Line of Credit was
         extinguished. The Company was amortizing loan origination fees and
         costs incurred in connection with


                                        6

<PAGE>   10


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

3.       LONG-TERM DEBT, CONTINUED

         the Previous Line of Credit over its original three-year term. When the
         Previous Line of Credit was extinguished and replaced with the New Line
         of Credit, those loan origination fees and costs were expensed
         immediately and recognized as an extraordinary loss of approximately
         $2,760,000 in February 1998.

         On February 19, 1998, the Company refinanced $40,000,000 of borrowings
         outstanding under the Previous Line of Credit with a new term loan (the
         "Third Term Loan"). The terms of the Third Term Loan are similar to the
         Company's other two term loans (the "First and Second Term Loans"),
         except that the interest rate is fixed at 7.02%. At February 19, 1998,
         28 of the Company's hotel properties collateralize its long-term debt.

4.       EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
         earnings (loss) per share for the three months ended March 31, 1998 and
         1997:

<TABLE>
<CAPTION>
                                                                    1998                  1997     
---------------------------------------------------------------------------------------------------
         <S>                                                   <C>                   <C>
         Numerator for basic and diluted earnings per share:
              Net income (loss) before extraordinary loss      $ (3,386,000)         $ 4,230,000
              Net income (loss)                                  (6,146,000)           4,230,000

         Denominator:
              Denominator for basic
                  earnings per share -
                  weighted average shares                        32,858,291           22,310,651
              Effect of dilutive securities:
                  Stock options                                     316,661              168,689
                  Restricted shares                                  20,325                5,493
                                                               ------------          -----------
              Denominator for diluted
                  earnings per share -
                  adjusted weighted
                  average shares                                 33,195,277           22,484,833
                                                               ============          ===========

         Basic earnings (loss) per share before
              extraordinary loss                                     $(0.10)               $0.19
         Basic earnings (loss) per share                              (0.19)                0.19

         Diluted earnings (loss) per share before
              extraordinary loss                                      (0.10)(a)             0.19
         Diluted earnings (loss) per share                            (0.19)(a)             0.19

</TABLE>

         (a) The effect of dilutive securities is not considered in calculating
these amounts.

                                                     

                                        7

<PAGE>   11


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

5.       COMMITMENTS AND CONTINGENCIES

         Pursuant to the partnership agreement, limited partners who hold Common
         Units have redemption rights ("Redemption Rights") which enable them to
         redeem their Common Units for cash or, at Innkeeper's option, common
         shares on a one-for-one basis. The Redemption Rights become (or became)
         effective as follows (without regard to redemptions which may have
         previously occurred):

<TABLE>
<CAPTION>
                           Number of                     Effective
                          Common Units                     Date           
                          ------------                  ----------- 
                         <S>                           <C>          
                           654,906                     September 30, 1995
                            45,488                     July 31, 1997
                            91,991                     October 7, 1997
                           119,474                     November 1, 1997
                         1,572,861                     June 20, 1998
                           365,086                     June 20, 1999
                         ---------
                         2,849,806
                         =========
</TABLE>

         Additionally, limited partners who hold preferred units of limited
         partnership interest in the Partnership ("Preferred Units" and
         collectively with the Common Units, "Units") have Redemption Rights
         which enable them to redeem their Preferred Units for cash or, at
         Innkeeper's option, common shares on a one-for-one basis at any time
         after November 1, 1998. The aggregate number of Preferred Units
         outstanding was 4,063,329 at March 31, 1998.

         The current quarterly preferred distribution rate is $0.28875 for each
         Preferred Unit ($1.155 on an annualized basis). The Preferred Units
         have a preference value of $11.00 per unit, may be converted into
         Common Units at any time on a one-for-one basis and will be converted
         into Common Units on November 1, 2006 unless previously converted or
         redeemed.

         The Hotels are operated under franchise or management agreements with
         the Lessees as Residence Inn by Marriott, Summerfield Suites, Sierra
         Suites, Sunrise Suites, Hampton Inn, Sheraton Inn, Holiday Inn Express
         or Comfort Inn hotels. The Company has paid the cost of obtaining or
         transferring certain franchise license agreements to the JF Lessee. For
         hotels which do not require a franchise transfer fee, the Company has
         advanced to the JF Lessee the working capital deposit required under
         the JF Lessee's management agreements




                                                  
                                        8

<PAGE>   12


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


5.       COMMITMENTS AND CONTINGENCIES, CONTINUED

         with Residence Inn by Marriott. The franchise and management agreements
         require the Lessees to pay fees based on a percentage of hotel revenue.
         The Company has guaranteed certain of the JF Lessee's obligations under
         the franchise licenses and the Marriott management agreements,
         generally in exchange for certain rights to substitute replacement
         lessees if the Company terminates the related Percentage Lease.

         The Company has a Sierra Suites hotel in Westborough, Massachusetts
         under development, which is expected to be completed in the second
         quarter of 1998. The Company has committed to fund the development
         costs of this hotel. An affiliate of Summerfield, which has been
         engaged to develop the hotel, has guaranteed that the Company's
         development costs will not exceed approximately $7,900,000.

         Under the Percentage Leases, the Company generally is obligated to pay
         the costs of certain capital improvements, real estate and personal
         property taxes and property insurance at the Hotels. Additionally, the
         Company must make available to the Lessees on a monthly basis an amount
         equal to 4.0% of room revenues from the Hotels, on a monthly basis, for
         the periodic replacement or refurbishment of furniture and equipment at
         the Hotels. The Second and Third Term Loans require that the Company
         make available for such purposes, at the eight Hotels collateralizing
         that loan, an additional 1.0% (for a total of 5.0%) of room revenues
         from such Hotels.

         The Company's Declaration of Trust limits the consolidated indebtedness
         of the Company to 50.0% of the Company's investment in hotels, at cost,
         after giving effect to the Company's use of proceeds from any
         indebtedness (the "Debt Limitation"). The Company's consolidated
         indebtedness was approximately $265,119,000, or 37.6% of its investment
         in hotels, at cost, at March 31, 1998.



                                        9

<PAGE>   13


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


6.       PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

         The unaudited pro forma statements of income of the Company are
         presented as if the acquisition of the Hotels and the equity offerings
         in 1996 and 1997 had occurred at the beginning of the periods presented
         and all of the Hotels had been leased to the Lessees pursuant to
         Percentage Leases throughout the periods presented. Such pro forma
         information is based in part on the consolidated statements of income
         of the Company and the JF Lessee. In management's opinion, all
         adjustments necessary to reflect the effects of these transactions have
         been made.

         The unaudited pro forma statements of income of the Company for the
         periods presented are not necessarily indicative of what the results of
         the operations of the Company would have been assuming such
         transactions had been completed as of the beginning of the periods
         presented, nor does it purport to represent the results of operations
         for future periods.



                                       10

<PAGE>   14


                              INNKEEPERS USA TRUST
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



              UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                               March 31,
                                                      ------------------------

                                                        1998             1997
                                                        ----             ----
<S>                                                   <C>              <C>
Revenue:
   Percentage Lease revenue (A)                       $ 14,074         $ 13,974
   Other revenue                                           176              345
                                                      --------         --------
         Total revenue                                  14,250           14,319
                                                      --------         --------
Expenses:
   Depreciation                                          7,441            6,654
   Amortization of franchise costs                          23               27
   Ground rent                                             112               88
   Interest expense                                      5,037            4,977
   Amortization of loan origination fees                   268              383
   Real estate and personal property taxes
      and property insurance                             2,383            1,983
   General and administrative                            1,126              785
   Amortization of unearned compensation                   149               10
                                                      --------         --------
         Total expenses                                 16,539           14,907
                                                      --------         --------

Loss before minority interest and
    extraordinary loss                                  (2,289)            (588)
Minority interest, common                                  273              135
Minority interest, preferred                            (1,173)          (1,117)
                                                      --------         --------
         Net loss before extraordinary loss           $ (3,189)        $ (1,570)
                                                      ========         ========

Diluted loss per share                                $  (0.10)        $  (0.05)

</TABLE>

(a) Recognized in accordance with EITF 98-9, see Note 2.




                                       11

<PAGE>   15







                                    JF HOTEL
                             COMBINED BALANCE SHEETS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>

                                                   March 31, 1998       December 31, 1997
                                                   --------------       -----------------
                                                    (Unaudited)
<S>                                                <C>                  <C>
                                          ASSETS
Current assets:
  Cash and cash equivalents                           $16,090              $  7,863
  Marketable securities                                 1,947                 1,775
  Accounts receivable, net                              6,462                 3,090
  Inventory                                                20                    23
  Prepaid expenses                                        249                   351
                                                    ---------              --------

      Total current assets                             24,768                13,102

Other assets                                              169                   180
                                                    ---------              --------

      Total assets                                    $24,937              $ 13,282
                                                      =======              ========

                         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                    $ 5,406              $  3,061
  Accrued expenses                                      2,990                 2,055
  Payable to Manager                                    2,794                 2,025
  Due to Partnership                                    9,805                 3,791
                                                      -------              --------

      Total current liabilities                        20,995                10,932

Other long-term liabilities                               585                   585 
                                                      -------              --------

      Total liabilities                                21,580                11,517
                                                      -------              --------
Commitments (Note 2)

Shareholders' equity:
  Common shares, $1 par value, 3,000 shares
     authorized issued and outstanding                      3                     3
  Unrealized gain on marketable securities                657                   562
  Retained earnings                                     2,697                 1,200
                                                      -------              --------

      Total shareholders' equity                        3,357                 1,765
                                                      -------              --------

      Total liabilities and shareholders' equity      $24,937              $ 13,282
                                                      =======              ========
</TABLE>

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



                                       12

<PAGE>   16







                                    JF HOTEL
                          COMBINED STATEMENTS OF INCOME
                                 (in thousands)

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                March 31,                 
                                                    -------------------------------
                                                         1998             1997
                                                         ----             ----
                                                     (Unaudited)       (Unaudited)
<S>                                                  <C>               <C>
Gross operating revenue:
  Rooms                                              $ 41,572          $ 25,533
  Food and beverage                                       158               169
  Telephone                                             1,311               964
  Other                                                   807               534
                                                     --------          --------
               Gross operating revenue                 43,848            27,200

Departmental expenses:
  Rooms                                                 7,653             4,867
  Food and beverage                                       150               142
  Telephone                                               447               344
  Other                                                   347               232
                                                     --------          --------
         Total departmental profit                     35,251            21,615
                                                     --------          --------
Unallocated operating expenses:
  General and administrative                            3,385             1,947
  Franchise fees                                        2,694             1,993
  Advertising and promotions                            1,948               884
  Utilities                                             1,897             1,328
  Repairs and maintenance                               1,830             1,220
  Management fees                                         871               539
                                                     --------          --------
         Total unallocated operating
           expenses                                    12,625             7,911
                                                     --------          --------

         Gross profit                                  22,626            13,704

  Insurance                                              (264)             (205)
  Lessee overhead                                        (795)             (623)
  Percentage Lease payments                           (20,070)          (12,380)
                                                     --------          --------

         Net income                                     1,497               496

Other comprehensive income -
  unrealized gains on marketable
  securities                                               95
                                                     --------          --------

         Comprehensive income                        $  1,592          $    496
                                                     ========          ========
</TABLE>

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




                                       13

<PAGE>   17



                                    JF HOTEL
                        COMBINED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                          March 31, 
                                                               ------------------------------                   
                                                                  1998              1997
                                                                  ----              ----
                                                               (Unaudited)       (Unaudited)
<S>                                                            <C>               <C>

Cash flows from operating activities:
      Net income                                                 $  1,497         $    496
      Adjustments to reconcile net income to
         net cash provided by operating activities:
      Depreciation and amortization                                    12               11

      Changes in operating assets and liabilities:
         Accounts receivable                                       (3,372)            (814)
         Inventory                                                      3               58
         Prepaid expenses                                             102               19
         Other assets                                                  (1)              43
         Accounts payable                                           2,345              531
         Accrued expenses                                             935             (216)
         Payable to Manager                                           769            1,828
         Other liabilities                                                            (165)
         Due to Partnership                                         6,014            3,227
                                                                 --------         --------

         Net cash provided by operating activities                  8,304            5,018
                                                                 --------         --------
Cash flows from investing activities:
     Purchase of equipment                                                              (6)
     Advances from affiliates                                                          387
     Purchase of marketable securities                                (77)
                                                                 --------         --------
         Net cash provided (used) by investing activities             (77)             381
                                                                 --------         --------

Net increase in cash and cash equivalents                           8,227            5,399

Cash and cash equivalents at beginning of period                    7,863            5,551
                                                                 --------         --------

Cash and cash equivalents at end of period                       $ 16,090         $ 10,950
                                                                 ========         ========

</TABLE>

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



                                       14

<PAGE>   18

                                    JF HOTEL
                     NOTES TO COMBINED FINANCIAL STATEMENTS


1.       ORGANIZATION AND BASIS OF PRESENTATION

         JF Hotel, Inc., JF Hotel II, Inc., JF Hotel III, Inc., JF Hotel IV,
         Inc., JF Hotel V, Inc., JF Hotel VI, Inc. and Royal Poinciana
         Management, Inc. (collectively "JF Hotel" or the "JF Lessee") are under
         common control and were formed primarily to lease and operate hotels
         owned by Innkeepers USA Trust ("Innkeepers") through Innkeepers USA
         Limited Partnership and its subsidiaries (collectively the
         "Partnership," and together with Innkeepers, the "Company"). The JF
         Lessee commenced the leasing and operation of seven hotels (the
         "Initial Hotels") on September 30, 1994 and at March 31, 1998 leased 53
         hotels (the "JF Leased Hotels") from the Company.

         The JF Lessee operates 31 of the JF Leased Hotels, Residence Inn by
         Marriott, Inc. ("RIBM", a wholly-owned subsidiary of Marriott
         International, Inc.) operates 20 of the JF Leased Hotels, and an
         unaffiliated party operates two of the Hotels. The financial statements
         of the 20 hotels operated by RIBM are maintained on a 52/53 week period
         basis. The 1997 fiscal first quarter for the RIBM managed hotels ended
         on March 28, 1997 and the 1998 fiscal first quarter for the RIBM
         managed hotels ended on March 27, 1998.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto of the Company and the JF
         Lessee included in the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1997 (the "10-K"). The notes to the
         financial statements included herein highlight significant changes to
         the notes included in the 10-K and present interim disclosures required
         by the SEC. In the opinion of management, all adjustments, consisting
         of normal recurring accruals, considered necessary for a fair
         presentation have been included. The results of any interim period are
         not necessarily indicative of results for the full year.

2.       COMMITMENTS

         RIBM operates 20 of the Hotels under management agreements with the JF
         Lessee (the "RIBM Management Agreements"). The RIBM Management
         Agreements, generally, have an initial term of 13 years and provide for
         a base fee of 2% of gross revenues at the RIBM managed hotels and an
         incentive fee which is 50% of available cash flow, as defined. For
         seven of the JF Leased Hotels, the RIBM Management Agreements provide
         for an incentive fee of 65% of available cash flow up to 3.5% of gross
         revenue and 50% of available cash flow thereafter. The payment of
         incentive fees is subordinate to the JF Lessee's obligations under the
         Percentage Leases at the RIBM managed hotels. The RIBM Management
         Agreements also contain substantial penalties for

                                                      

                                       15

<PAGE>   19


                                    JF HOTEL
           NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS, CONTINUED


         early termination. Amounts due to RIBM under the RIBM Management
         Agreements are included in Payable to Manager in the accompanying
         combined balanced sheets. The right to operate the 20 hotels as
         Residence Inn by Marriott hotels is contained in the RIBM Management
         Agreements. In lieu of a franchise fee, the RIBM Management Agreements
         provide for a system fee of 5% of gross revenues at the RIBM managed
         hotels. The system fee is included in franchise fees in the
         accompanying combined statements of income.

3.       COMPREHENSIVE INCOME

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 130, "Reporting Comprehensive
         Income" ("SFAS 130"). SFAS 130 establishes standards for reporting and
         display of comprehensive income and its components. As required by SFAS
         130, JF Hotel has implemented this standard in the accompanying
         financial statements.




                                       16

<PAGE>   20


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the consolidated financial statements and related notes thereto
of Innkeepers USA Trust included in its Annual Report on Form 10-K for the year
ending December 31, 1997.

GENERAL

For background information relating to the Company and the JF Lessee and the
definitions of certain capitalized terms used herein, reference is made to the
notes to the Consolidated Financial Statements of Innkeepers USA Trust and the
Combined Financial Statements of JF Hotel appearing elsewhere herein, or in the
Company's Annual Report on Form 10-K for the year ending December 31, 1997.

The Company acquired the following hotel properties during the three months
ended March 31, 1998:

<TABLE>
<CAPTION>

                                    Number of        Date                Purchase
Hotel                             Suites/Rooms      Acquired              Price  
-----                             ------------      --------              -----  
<S>                               <C>            <C>                   <C>
Residence Inn-Bothell, WA            120         January 9, 1998       $11,750,000
Residence Inn-Lynnwood, WA           120         January 14, 1998          (a)
Residence Inn-Vancouver, WA          120         January 14, 1998          (a)
Residence Inn-Bellevue, WA           120         January 14, 1998          (a)
Residence Inn-Tukwila, WA            144         January 14, 1998          (a)
Residence Inn-Lake Oswego, OR        112         January 14, 1998          (a)

</TABLE>

(a) Aggregate purchase price of $83,000,000






                                       17

<PAGE>   21


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


THE HOTELS

The following chart summarizes information regarding the Hotels at March 31,
1998.

<TABLE>
<CAPTION>

                                               Number of               Number of
Franchise Affiliation                      Hotel Properties          Rooms/Suites
---------------------                      ----------------          ------------
<S>                                        <C>                       <C>
Upscale extended-stay hotels:
   Residence Inn                                 38                     4,385
   Summerfield Suites                             6                       759*
   Sunrise Suites                                 1                        96
                                                ---                    ------
                                                 45                     5,240
Mid-priced extended-stay hotels:
   Sierra Suites                                  2                       202
                                                ---                    ------
Limited service hotels:
   Hampton Inn                                   12                     1,527
   Comfort Inn                                    1                       127
   Holiday Inn Express                            1                       204
                                                 --                      ----
                                                 14                     1,858
Full service hotels:
   Sheraton Inn                                   1                       139
                                                 --                     -----

  Total                                          62                     7,439
                                                 ==                     =====
</TABLE>

* contains a total of 1,057 bedrooms



                                       18

<PAGE>   22


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Average daily rate ("ADR"), occupancy and revenue per available room ("RevPAR")
for 61 of the Hotels are presented in the following table. Results were excluded
for such comparison for one hotel which was closed for renovation during the
first quarter of 1997. Management believes that growth in RevPAR at the Hotels
reflects the results of the Company's focused acquisition strategy, the
continued implementation of professional management techniques by the Lessees
and third party management and improving industry conditions. No assurance can
be given that the trends reflected in the following table will continue or that
occupancy, ADR and RevPAR will not decrease due to changes in national or local
economic, hospitality or other industry conditions.

<TABLE>
<CAPTION>

                                           Three Months ended
                                                 March 31,                  %
                                           1997           1998          Inc (dec)
                                          -----           ----          ---------
<S>                                      <C>             <C>            <C>
Portfolio (1)                        
Average Daily Rate                       $90.15          $ 99.09             9.9
Occupancy                                 77.5%            78.1%              .7
RevPAR                                   $69.89          $ 77.34            10.7


By Type                              
Upscale Extended Stay Hotels (2)
   Average Daily Rate                    $95.66          $106.70            11.5
   Occupancy                              82.2%            81.5%            (.9)
   RevPAR                                $78.65          $ 86.90            10.5

Limited Service Hotels (3)
   Average Daily Rate                    $71.26           $76.58             7.5
   Occupancy                              64.9%            68.0%             4.8
   RevPAR                                $46.26           $52.11            12.6

</TABLE>

(1)  61 hotels (excludes one hotel closed during the first quarter of 1997 due
     to renovation)
(2)  45 hotels
(3)  14 hotels (excludes one hotel closed during the first quarter of 1997 due
     to renovation)



                                       19

<PAGE>   23


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

In May 1998, the Financial Accounting Standards Board's Emerging Issues Task
Force (the"EITF") issued EITF number 98-9, "Accounting for Contingent Rent in
Interim Financial Periods" ("EITF 98-9"). EITF 98-9 provides that a lessor shall
defer recognition of contingent rental income in interim periods until specified
annual targets that trigger the contingent income are met. The company has
reviewed the terms of its Percentage Leases and has determined that the
provisions of EITF 98-9 will impact the Company's current revenue recognition on
an interim basis, but will have no impact on the Company's annual Percentage
Lease revenue recognition or interim cash flow from its Lessees.

The Company's Percentage Leases provide for rent equal to the greater of (i)
fixed annual base rent or (ii) rent based on percentages of room revenues for
each of the hotels ("Percentage Rent"). The Company's Percentage Leases are
structured to provide Percentage Rent equal to a certain percentage (generally
30%) of a specified level of room revenues which is expressed on an annual basis
(the "Threshold"), and a certain higher percentage (generally 68%) of room
revenues in excess of the Threshold. Prior to EITF 98-9 the Company, in
accordance with industry practice, recognized Percentage Lease revenue in
interim periods equal to Percentage Rent due under the Percentage Leases. Under
the terms of the Percentage Leases, Percentage Rent is calculated by applying
the percentage rent formula to year-to-date room revenue using a prorated
portion of the Threshold (i.e., 25% for the first quarter, 50% for the second
quarter, etc.). Thus, "higher tier" percentage rent was recognized as income,
and collected from the Company's Lessees, in interim periods before room
revenues exceeded the Threshold. EITF 98-9 clarifies that meeting the Threshold
is a contingency that must be met before higher tier percentage rent can be
recognized as current income. This will generally result in base rent being
recognized as revenue in the first and second quarters and percentage rents
already collected or due from the Lessees being deferred and recognized as
revenue in the third and/or fourth quarters. The adoption of EITF 98-9 had no
effect on the Percentage Rent payments due under the Percentage Leases.

The Company adopted the provisions of EITF 98-9 as a change in accounting
principle and restated the first quarter results of 1998 in accordance with the
new pronouncement. The Company was not required to, and did not, restate the
1997 amounts in the accompanying statements of income. However, the effects of
adopting the provisions of EITF 98-9 on the 1997 amounts is reflected in Note 2
to the financial statements. The effect of the change as reflected in Note 2 on
the three months ended March 31, 1998 and 1997 was to: decrease Percentage Lease
revenue by $10,344,000 and $6,389,000, respectively; decrease minority interest,
common by $841,000 and $336,000, respectively; and decrease net income
applicable to common shareholders by $9,503,000 and $6,053,000, respectively.



                                       20

<PAGE>   24


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


At March 31, 1998 "deferred Percentage Lease revenue" of $10,344,000 represents
Percentage Rent collected or due from the Lessees under the terms of the
Percentage Leases which the Company expects to recognize as Percentage Lease
revenue in the third and/or fourth quarters of 1998. The Company's quarterly
distributions are based on Percentage Rent collected or due from the Lessees as
opposed to Percentage Lease revenue recognized.

The following is a discussion of the results of operations for the Company.

Comparison of the Three Months Ended March 31, 1998 ("1998") to the Three Months
Ended March 31"1997) ("1997")

The increase in Percentage Lease revenue for 1998 from 1997 is attributable to
the RevPAR growth at the Company's hotels and the increase in the number of
hotels owned as discussed below offset by the change in the Company's revenue
recognition policy as discussed previously. Included in deferred Percentage
Lease revenue at March 31, 1998 is $10,344,000 of first quarter percentage rents
collected or due from the Lessees which management expects the Company to
recognize as Percentage Lease revenue in the third and/or fourth quarters of
1998. For comparability purposes only, assuming that amounts included in
deferred Percentage Lease revenue at March 31, 1998 were earned March 31, 1998,
the Company would have had revenues for 1998 of $23,856,000 consisting of
$23,680,000 of Percentage Lease revenue from the Lessees and $176,000 of other
revenue, compared with $12,725,000, $12,380,000 and 345,000, respectively, for
1997. This increase due, primarily, to the RevPAR growth of approximately 10.7%
at the Company's Hotels and the number of hotels owned increasing from 32 at
January 1, 1997 to 35 at March 31, 1997 to 56 at January 1, 1998 and to 62 at
March 31, 1998.

Depreciation, amortization of franchise costs, amortization of loan origination
fees, and amortization of unearned compensation ("Depreciation and
Amortization") were $7,876,000 in the aggregate for 1998 compared with
$3,500,000 for 1997. The increase in Depreciation and Amortization was primarily
due to the increase in the number of hotels owned as discussed previously. Also
contributing to the increase in Depreciation and Amortization was the
depreciation of renovations completed at the Hotels and amortization of the
restricted share awards in 1998.

Real estate and personal property taxes and property insurance were $2,355,000
for 1998 compared with $1,129,000 for 1997. This increase was primarily due to
the increase in the number of hotels owned as discussed previously and the
reassessment of the taxable value of certain Hotels for real estate tax
assessment purposes.

Interest expense for 1998 was $4,805,000 compared with $1,997,000 for 1997.
Interest expense for 1998 consisted primarily of interest incurred on borrowings
outstanding under the Company's



                                       21

<PAGE>   25


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Previous Line of Credit, the New Line of Credit, the term loans, and borrowings
under various mortgage notes. Interest expense for 1997 consisted primarily of
interest incurred on borrowings outstanding under the Previous Line of Credit,
one term loan and borrowings under various mortgage notes.

General and administrative expenses for 1998 were $1,126,000 compared with
$430,000 for 1997. This increase is due primarily to increases in certain
expenses as a result of the increase in the number of hotels owned and the
addition of new employees.

Net income (loss) for 1998 was $(6,146,000), or $(0.19) per diluted share,
compared with $4,230,000, or $0.19 per diluted share, for 1997. This decrease
was due to the extraordinary loss related to the extinguishment of the Company's
Previous Line of Credit and the change in the Company's revenue recognition
policy as discussed previously.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal source of liquidity is rent payments from the Lessees
under the Percentage Leases, and the Company is dependent on the Lessees to make
such payments to provide cash for debt service, distributions, capital
expenditures on its Hotels, and working capital. The Company believes that its
cash provided by operating activities will be adequate to meet some of its
liquidity needs. The Company currently expects to fund its growth objectives
primarily by accessing the capital markets, borrowing on its New Line of Credit
or other facilities, and exchanging equity for hotel properties.

Cash and cash equivalents at March 31, 1998 were $12,424,000, including
approximately $1,535,000 which the Company is required, under the Percentage
Leases, to make available to the Lessees for the replacement and refurbishment
of furniture and equipment. Additionally, cash and cash equivalents include
approximately $5,247,000 that is held in escrow to pay for insurance, taxes, and
capital expenditures for certain Hotels.

Net cash provided by operating activities for the three months ended March 31,
1998 and 1997 was $9,193,000 and $4,878,000, respectively.

Net cash used in investing activities was $99,444,000 for the three months ended
March 31, 1998. This was comprised primarily of the Company (a) acquiring a
Residence Inn by Marriott hotel in Bothell, Washington, for approximately
$11,750,000, and (b) acquiring a portfolio of six Residence Inn by Marriott
hotels in Washington and Oregon for approximately $83,000,000.


                                               
                                       22

<PAGE>   26


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Net cash provided by financing activities was $91,665,000 for the three months
ended March 31, 1998, consisting primarily of net proceeds from long-term debt
of $104,664,000 and distributions paid of $10,502,000.

The Company pays regular quarterly distributions on its common shares and the
current quarterly distribution is $0.28 per share. Quarterly preferred
distributions of $0.28875 are payable on each Preferred Unit. On or after
November 1, 1998, the holders of the Preferred Units may redeem their units for
cash or, at the election of Innkeepers, common shares on a one-for-one basis.
Under federal income tax law provisions applicable to REITs, the Company is
required to distribute at least 95% of its taxable income to maintain its REIT
status.

The Company's consolidated indebtedness was 37.6% of its investment in hotels,
at cost, at March 31, 1998. At March 31, 1998, the Company had outstanding
indebtedness of approximately $265,119,000, of which approximately 49% bore
interest at a fixed rate. In making future investments in hotel properties, the
Company may incur additional indebtedness. The Company may also incur
indebtedness to meet distribution requirements imposed on a REIT under the
Internal Revenue Code to the extent that working capital and cash flow from the
Company's investments are insufficient to make such distributions. The Company's
Declaration of Trust limits aggregate indebtedness to 50% of the Company's
investment in hotel properties, at cost, after giving effect to the Company's
use of proceeds from any indebtedness.

The Company's New Line of Credit bears interest based on the 30-day LIBOR rate
and increases or decreases in the LIBOR rate will increase or decrease the
Company's cost of borrowings outstanding under the New Line of Credit. Based on
the borrowings outstanding under the New Line of Credit at March 31, 1998, a one
percent increase in the LIBOR rate would increase annual interest charges
$1,250,000. In March 1998, the Company entered into an interest rate cap
agreement with a notional amount of $125,000,000 and a term of one year. The
agreement effectively caps the interest rate on $125,000,000 of borrowings on
the New Line of Credit at 7.625%.

The Company, in the future, may seek to increase the amount of its credit
facilities, negotiate additional credit facilities, or issue corporate debt
instruments, all in compliance with the Debt Limitation. Any debt incurred or
issued by the Company may be secured or unsecured, short-term or long-term,
fixed or variable interest rate and may be subject to such other terms as
management or the Board of Trustees of the Company deems prudent.

The Company has a shelf registration statement for $250,000,000 of common
shares, preferred shares or warrants to purchase shares of the Company. The
shelf registration statement was declared effective by the Securities and
Exchange Commission on April 11, 1997. The terms and conditions of the
securities issued thereunder are determined by the Company based on market


                                       23

<PAGE>   27


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


conditions at the time of issuance. In July and August of 1997, the Company
issued 10,284,000 common shares, raising gross proceeds of $143,976,000 and
leaving $106,024,000 available under the shelf registration statement.

On May 12, 1998, the Company priced a 4,200,000 convertible preferred share
offering, which is expected to close on May 18, 1998. The offering price was $25
per share resulting in gross proceeds of $105,000,000.

The Percentage Leases require the Company to make available to the Lessees an
amount equal to 4.0% of room revenues from the Hotels, on a monthly basis, for
the periodic replacement or refurbishment of furniture and equipment at the
Hotels. The Second Term Loan requires that the Company make available for such
purposes, at the eight Hotels collateralizing that loan, an additional 1.0% (for
a total of 5.0%) of room revenues from such Hotels. The Company intends to cause
the expenditure of amounts in excess of such obligated amounts if necessary to
comply with the reasonable requirements of any franchise agreement and otherwise
to the extent that the Company deems such expenditures to be in the best
interests of the Company.

Management believes that the amounts required to be made available by the
Company will be sufficient to meet required expenditures for furniture and
equipment at the Hotels. The Company currently intends to pay for the cost of
capital improvements and any additional furniture and equipment requirements
from undistributed cash or, to the extent that undistributed cash is
insufficient to pay such costs, the New Line of Credit.

SEASONALITY OF HOTEL BUSINESS

The hotel industry is seasonal in nature. Historically, the Hotels' operations
have generally reflected higher occupancy rates and ADR during the second and
third quarters. To the extent that cash flow from the Percentage Leases for a
quarter is insufficient to fund all of the distributions for such quarter due to
seasonal and other factors, the Company may maintain the annual distribution
rate by funding quarterly distributions with available cash or borrowings under
the New Line of Credit.

FUNDS FROM OPERATIONS

The Company considers Funds From Operations ("FFO") a widely used and
appropriate measure of performance for an equity REIT. FFO, as defined by the
National Association of Real Estate Investment Trusts ("NAREIT"), is income
(loss) before minority interest (determined in accordance with generally
accepted accounting principles), excluding gains (losses) from debt
restructuring and sales of property, plus real estate related depreciation and
amortization and after adjustments for unconsolidated partnerships and joint
ventures. FFO is presented to assist



                                       24

<PAGE>   28


                              INNKEEPERS USA TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


investors in analyzing the performance of the Company. The Company's method of
calculating FFO may be different from methods used by other REITs and,
accordingly, may not be comparable to such other REITs. FFO (i) does not
represent cash flows from operating activities as defined by generally accepted
accounting principles, (ii) is not indicative of cash available to fund all cash
flow and liquidity needs, including its ability to make distributions, and (iii)
should not be considered as an alternative to net income (as determined in
accordance with generally accepted accounting principles) for purposes of
evaluating the Company's operating performance.

The Company has implemented EITF 98-9 and further presented "Adjusted FFO."
Adjusted FFO is FFO calculated as described previously with an adjustment for
Percentage Lease revenue deferred in accordance with EITF 98-9. The Company
believes that Adjusted FFO will enable readers of its financial statements to
more fully understand the fundamentals of its business and operations because
the adoption of EITF 98-9 had no effect on the Percentage Rent payments due
under the Percentage Leases.




                                       25

<PAGE>   29



The following presents the Company's calculation of FFO, Adjusted FFO, FFO per
share and Adjusted FFO per share (in thousands, except share and per share
data):

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31, 
                                               ---------------------------------                
                                                     1998                 1997
                                                     ----                 ----
<S>                                           <C>                   <C>
Net income (loss) applicable to
 common shareholders                          $     (6,146)         $      4,230
Minority interest, common                             (549)                  234
Minority interest, preferred                         1,173                 1,117
Extraordinary loss                                   2,760
Depreciation                                         7,441                 3,217
                                              ------------          ------------

FFO                                                  4,679                 8,798
Deferred Percentage Lease revenue                   10,344
                                              ------------          ------------

Adjusted FFO                                  $     15,023          $      8,798
                                              ============          ============
Denominator for diluted
 earnings per share                             33,195,237            22,484,833
Weighted average
 Common Units                                    2,947,316             1,113,289
Weighted average
 Preferred Units                                 4,063,329             4,063,329
                                              ------------          ------------
Denominator for FFO and
 Adjusted FFO per share                         40,205,922            27,661,451
                                              ============          ============

FFO per share                                 $       0.12          $       0.32
                                              ============          ============

Adjusted FFO per share                        $       0.37          $       0.32
                                              ============          ============

</TABLE>

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including, without limitation, statements
containing the words "believes", "anticipates", "expects" and words of similar
import. Such forward-looking statements relate to future events and the future
financial performance of the Company, and involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from the results or
achievements expressed or implied by such forward-looking statements. The
Company is not obligated to update any such factors or to reflect the impact of
actual future events or developments on such forward-looking statements.




                                       26

<PAGE>   30



                              INNKEEPERS USA TRUST
                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK


         Pursuant to the General Instructions to Rule 305 of the Securities and
         Exchange Commission's Regulation S-K, the quantitative and qualitative
         disclosures called for by Rule 305 are inapplicable to the Company at
         this time.


           




                                       27

<PAGE>   31



                              INNKEEPERS USA TRUST

                           PART II - OTHER INFORMATION

ITEM 6   Exhibits and Reports on Form 8-K

         (a)      Exhibits - 

                     27 - Financial Data Schedule (SEC Use only)

         (b)      Reports on Form 8-K -

                  -     A Form 8-K regarding the acquisition of a portfolio
                        of eight Residence Inn by Marriott hotels on December
                        30, 1997 and a portfolio of five Residence Inn by
                        Marriott hotels on January 14, 1998 was filed on
                        January 22, 1998.






                                       28

<PAGE>   32




                                    SIGNATURE

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 hereunto duly authorized.



                                              INNKEEPERS USA TRUST



November 6, 1998                              /s/ Gregory M. Fay 
----------------                              --------------------------------
                                              Gregory M. Fay
                                              Vice-President of Accounting
                                              (Chief Accounting Officer)







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