EXHIBIT 99.5 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Extended Stay America, Inc. Ft. Lauderdale, Florida We have audited the accompanying combined balance sheets of Hometown Inn I, LTD and Hometown Inn II, LTD (the "Partnerships") as of December 31, 1994 and 1995, and the related combined statements of operations and partners' capital and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Hometown Inn I, LTD and Hometown Inn II, LTD at December 31, 1994 and 1995 and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Spartanburg, South Carolina February 23, 1996 1 HOMETOWN INN I, LTD AND HOMETOWN INN II, LTD COMBINED BALANCE SHEETS DECEMBER 31, --------------------- ASSETS 1994 1995 Current assets: Cash and cash equivalents............................... $ 177,079 $ 362,357 Accounts receivable, net of allowance for doubtful ac- counts of $3,813 in 1994 and $7,686 in 1995............ 3,751 32,260 Supply inventories...................................... 26,660 26,660 Advance to affiliate.................................... 91,938 Other current assets.................................... 2,913 ---------- ---------- Total current assets.................................. 207,490 516,128 Property and equipment, net............................... 4,966,202 4,964,094 Other assets.............................................. 7,000 17,733 ---------- ---------- $5,180,692 $5,497,955 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable........................................ $ 15,801 $ 29,912 Accrued expenses........................................ 75,304 60,274 Deposits................................................ 19,660 161,970 Advances from affiliates................................ 159,120 204,120 Current maturities of long-term debt.................... 117,903 185,949 ---------- ---------- Total current liabilities............................. 387,788 642,225 Long-term debt............................................ 1,483,324 1,529,874 ---------- ---------- Total liabilities..................................... 1,871,112 2,172,099 Partners' capital......................................... 3,309,580 3,325,856 ---------- ---------- $5,180,692 $5,497,955 ========== ========== The accompanying notes are an integral part of the combined financial statements. 2 HOMETOWN INN I, LTD AND HOMETOWN INN II, LTD COMBINED STATEMENTS OF OPERATIONS AND PARTNERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, ---------------------------------- 1993 1994 1995 Revenue: Room revenue............................. $1,802,707 $2,123,589 $2,234,569 Other, net............................... 84,679 99,719 96,617 ---------- ---------- ---------- Total revenue.......................... 1,887,386 2,223,308 2,331,186 ---------- ---------- ---------- Costs and expenses: Property operating expenses.............. 1,074,103 1,143,716 989,337 Property management fees to related par- ty...................................... 105,600 105,600 144,357 Depreciation and amortization............ 229,142 232,632 244,603 ---------- ---------- ---------- Total costs and expenses............... 1,408,845 1,481,948 1,378,297 ---------- ---------- ---------- Income from operations..................... 478,541 741,360 952,889 Interest expense........................... 131,848 137,532 170,232 ---------- ---------- ---------- Net income............................. 346,693 603,828 782,657 Partners' capital, beginning of year....... 3,538,770 3,455,553 3,309,580 Distributions............................ (429,910) (749,801) (766,381) ---------- ---------- ---------- Partners' capital, end of year............. $3,455,553 $3,309,580 $3,325,856 ========== ========== ========== The accompanying notes are an integral part of the combined financial statements. 3 HOMETOWN INN I, LTD AND HOMETOWN INN II, LTD COMBINED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, ------------------------------- 1993 1994 1995 Cash flows from operating activities: Net income.................................. $ 346,693 $ 603,828 $ 782,657 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation.............................. 229,142 232,632 243,056 Amortization.............................. 1,547 Change in: Accounts receivable..................... 9,271 37,488 (28,509) Other assets............................ (1,377) 1,377 (2,913) Accounts payable........................ 944 (26,506) 14,111 Deposits................................ 3,927 8,833 142,310 Accrued expenses........................ (10,763) 11,346 (15,030) --------- --------- --------- Net cash provided by operating activities... 577,837 868,998 1,137,229 --------- --------- --------- Cash flows from investing activities, purchases of property and equipment.......... (34,818) (41,384) (240,948) --------- --------- --------- Cash flows from financing activities: Payments of deferred loan costs............. (12,280) Advances to affiliates...................... (91,938) Advances from affiliates.................... 73,650 85,470 45,000 Principal payments on long-term debt........ (97,549) (130,956) (130,404) Proceeds from issuance of long-term debt.... 245,000 Distributions to partners................... (429,910) (749,801) (766,381) --------- --------- --------- Net cash used in financing activities. (453,809) (795,287) (711,003) --------- --------- --------- Net increase in cash.......................... 89,210 32,327 185,278 Cash at beginning of periods.................. 55,542 144,752 177,079 --------- --------- --------- Cash at end of periods........................ $ 144,752 $ 177,079 $ 362,357 ========= ========= ========= Supplemental cash flow disclosure, interest paid......................................... $ 125,141 $ 136,809 $ 170,227 ========= ========= ========= The accompanying notes are an integral part of the combined financial statements. 4 HOMETOWN INN I, LTD AND HOMETOWN INN II, LTD NOTES TO COMBINED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation. The combined financial statements include the assets, liabilities, capital and results of operations of two limited partnerships, Hometown Inn I, LTD and Hometown Inn II, LTD. Where referred to herein, the "Partnerships" include the two entities listed above. All significant intercompany accounts and transactions have been eliminated. Description of Business. The Partnerships operate two extended stay facilities in Norcross, Georgia and Riverdale, Georgia. On February 23, 1996, the Partnerships' extended stay facilities were acquired by Extended Stay America, Inc. Pervasiveness of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk. The Partnerships maintained deposits totalling $362,357 at December 31, 1995 with one bank. Deposits in excess of $100,000 are not insured by the Federal Deposit Insurance Corporation. Cash and cash equivalents. Cash and cash equivalents consist of cash on hand and on deposit, and highly liquid instruments with maturities of three months or less when purchased. The carrying amount of cash and cash equivalents is the estimated fair value at December 31, 1995. Supply Inventory. Supply inventories consist primarily of linen, cleaning and other room supplies and are stated at the lower of cost or market. Property and Equipment. Property and equipment is stated at cost. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to operations as incurred; major renewals and improvements are capitalized. The gain or loss on the disposition of property and equipment is recorded in the year of disposition. The estimated useful lives on the assets are as follows: Buildings and improvements...................................... 40 years Furniture, fixtures and equipment............................... 5-7 years Deferred Loan Costs. The Partnerships have incurred costs in obtaining financing. These costs have been deferred and are being amortized over the life of the respective loan using the effective yield method. Deferred loan costs are included in other assets. Income Taxes. Any income taxes related to income earned by the Partnerships are paid by the partners. Revenue Recognition. Room revenue and other income are recognized when earned. Prepayments and deposits are recorded as unearned revenue. 2. PROPERTY AND EQUIPMENT: Property and equipment consists of the following at December 31: 1994 1995 Land............................................ $ 646,007 $ 646,007 Building and improvements....................... 4,893,161 4,893,161 Furniture and fixtures.......................... 785,355 1,006,213 ----------- ----------- 6,324,523 6,545,381 Less accumulated depreciation................... (1,358,321) (1,581,287) ----------- ----------- $ 4,966,202 $ 4,964,094 =========== =========== 5 HOMETOWN INN I, LTD AND HOMETOWN INN II, LTD NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) 3. LONG-TERM DEBT: 1994 1995 Long-term debt consists of the following as of December 31: Mortgage loan, principal and interest payable monthly at approximately $23,000 through January 1997, interest at prime plus 1%........................................... $1,601,227 $1,483,325 Mortgage loan principal and interest payable monthly at approximately $5,300 through August 2000, interest at 11%..................................................... 232,498 ---------- ---------- 1,601,227 1,715,823 Less current maturities.................................. 117,903 185,949 ---------- ---------- Long-term debt, net of current maturities................ $1,483,324 $1,529,874 ========== ========== The mortgage loans are collateralized by substantially all of the Partnerships' property and equipment. Aggregate maturities of long term debt are as follows: 1996--$185,949; 1997--$1,382,719; 1998--$50,217; 1999--$56,028; 2000--$40,910. The Partnerships believe that there is no material difference in the carrying amount and estimated fair value of the long-term debt. 4. RELATED PARTY TRANSACTIONS: Management fees are charged by a related entity controlled by the partners and advances are made to and taken by the related entity from the Partnerships as follows: MANAGEMENT ADVANCES TO ADVANCES FROM FEES RELATED ENTITY RELATED ENTITY 1993............................. $105,600 $ $ 73,650 1994............................. 105,600 159,120 1995............................. 144,357 91,938 204,120 6