AMERIHOST PROPERTIES INC
10-Q, 1998-11-16
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


             [x]  Quarterly Report Pursuant to Section 13
                  or 15(d) of the Securities Exchange Act of 1934

                  For the quarterly period ended       SEPTEMBER 30, 1998

                                       OR

             [ ]  Transition Report Pursuant to Section 13
                  or 15(d) of the Securities Exchange Act of 1934


                           Commission File No. 0-15291

                           AMERIHOST PROPERTIES, INC.
             (Exact name of Registrant as specified in its charter

                      DELAWARE                            36-3312434
           (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)             Identification No.)


2400 EAST DEVON AVE., SUITE 280, DES PLAINES, ILLINOIS       60018
      (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (847) 298-4500


Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No

As of November 13, 1998, 6,128,850 shares of the Registrant's Common Stock were
outstanding.


================================================================================

                           AMERIHOST PROPERTIES, INC.

                                    FORM 10-Q

             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998



                                  INDEX



           PART I: Financial Information                                  Page

Consolidated Balance Sheets as of September 30, 1998
    and December 31, 1997                                                    4

Consolidated Statements of Operations for the Three and Nine
    Months Ended September 30, 1998 and 1997                                 6

Consolidated Statements of Cash Flows for the Nine Months
    Ended September 30, 1998 and 1997                                        7

Notes to Consolidated Financial Statements                                   9

Management's Discussion and Analysis                                        12

Schedule of Earnings Before Interest/Rent, Taxes and
    Depreciation/Amortization for the Three and Nine
    Months Ended September 30, 1998 and 1997                                20


             PART II: Other Information

Item 4 - Submission of Matters to a Vote of Securities Holders21

Item 6 - Exhibits and Reports on Form 8-K                                   21

Signatures                                                                  21





                          Part I: Financial Information

                          Item 1: Financial Statements


<TABLE>

                   AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
================================================================================

<CAPTION>

                                                               September 30,    December 31,
                                                                   1998                 1997
                                                               -------------     -----------
              ASSETS
<S>                                                            <C>            <C>         
Current assets:
   Cash and cash equivalents                                   $  5,345,982   $  2,349,503
   Accounts receivable (including $157,508 and $1,375,936
      from related parties)                                       3,586,917      3,440,241
   Notes receivable, current portion                              1,380,018      1,459,986
   Prepaid expenses and other current assets                        224,901        209,779
   Refundable income taxes                                        1,698,390      2,342,734
   Costs and estimated earnings in excess of billings on
      uncompleted contracts with related parties                  1,684,586      1,913,103

         Total current assets                                    13,920,794     11,715,346
                                                               ------------   ------------


Investments in and advances to unconsolidated
         hotel joint ventures                                     5,796,209      5,319,689
                                                               ------------   ------------


Property and equipment:
   Land                                                          10,678,286     10,365,676
   Buildings                                                     64,467,227     49,156,742
   Furniture, fixtures and equipment                             18,543,570     15,366,291
   Construction in progress                                         859,726      3,549,408
   Leasehold improvements                                         1,295,937      1,223,206
                                                               ------------   ------------
                                                                 95,844,746     79,661,323

   Less accumulated depreciation and amortization                13,876,489      9,345,991

                                                                 81,968,257     70,315,332


Notes receivable, less current portion                            1,304,905      1,355,395

Deferred income taxes                                             3,319,000           --

Other assets, net of accumulated amortization of
   $4,908,179 and $4,255,609                                      5,902,847      3,962,336
                                                               ------------   ------------
                                                                 10,526,752      5,317,731


                                                               $112,212,012   $ 92,668,098
                                                               ============   ============

</TABLE>



                                   (continued)




<TABLE>


                   AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<CAPTION>


                                                                         September 30,     December 31,
                                                                             1998               1997
                                                                         -------------     ------------
<S>                                                                    <C>              <C>          
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                    $   3,124,484    $   4,780,444
   Bank line-of-credit                                                     2,550,748        1,289,709
   Accrued payroll and related expenses                                    1,588,636        1,004,265
   Accrued real estate and other taxes                                     2,394,751          885,610
   Other accrued expenses and current liabilities                            789,398
                                                                                              843,805
   Current portion of long-term debt                                       4,622,271        5,119,194
                                                                       -------------    -------------

         Total current liabilities                                        15,070,288       13,923,027
                                                                       -------------    -------------


Long-term debt, net of current portion                                    61,199,557       55,116,028
                                                                       -------------    -------------

Deferred income taxes                                                           --            108,000
                                                                       -------------    -------------

Deferred income                                                           14,282,162          927,444

Commitments

Minority interests                                                           645,109        1,000,740
                                                                       -------------    -------------


Shareholders' equity:
   Preferred stock, no par value; authorized 100,000 shares;
      none issued                                                               --               --
   Common stock, $.005 par value; authorized 25,000,000 shares;
      issued and outstanding 6,177,850 shares at September 30, 1998,
      and 6,212,925 shares at December 31, 1997                               30,889           31,065
   Additional paid-in capital                                             17,698,091       17,860,655
   Retained earnings                                                       3,722,791        4,138,014

                                                                          21,451,771       22,029,734
   Less:
         Stock subscriptions receivable                                     (436,875)        (436,875)

                                                                          21,014,896       21,592,859

                                                                       $ 112,212,012    $  92,668,098
                                                                       =============    =============


                 See notes to consolidated financial statements


</TABLE>


<TABLE>

                   AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>

                                           Three Months Ended September 30,   Nine Months Ended September 30,
                                                1998            1997            1998               1997
<S>                                         <C>             <C>              <C>                <C>        
Revenue: 
 Hotel operations:
       AmeriHost Inn hotels                 $ 10,788,132    $  4,729,708     $22,631,705        $10,504,167
       Other hotels                            3,920,469       4,792,954      11,481,208         13,725,713
 Development and construction                  1,459,851       3,281,059       7,932,438         11,724,159
 Management services                             621,839         881,822       1,925,652          2,254,201
 Employee leasing                              2,639,266       3,751,227       8,389,197          9,887,058
                                            ------------    ------------    ------------       ------------
                                              19,429,557      17,436,770      52,360,200         48,095,298
                                            ------------    ------------    ------------       ------------
Operating costs and expenses:
 Hotel operations:
       AmeriHost Inn hotels                    6,476,072       2,912,004      14,944,067          6,881,811
               Other hotels                    2,554,938       3,269,296       8,501,782         10,318,748
 Development and construction                  1,474,314       3,053,261       7,510,058         10,517,474
 Management services                             667,221         508,880       1,875,817          1,438,883
 Employee leasing                              2,552,712       3,654,811       8,176,611          9,632,149
                                            ------------    ------------    ------------       ------------
                                              13,725,257      13,398,252      41,008,335         38,789,065
                                            ------------    ------------    ------------       ------------
                                               5,704,300       4,038,518      11,351,865          9,306,233

 Depreciation and amortization                 1,196,026       1,118,695       3,993,447          3,360,619
 Leasehold rents - hotels                      1,548,878         387,170       2,477,094          1,451,760
 Corporate general and administrative            402,905         493,603       1,133,625          1,562,802
                                            ------------    ------------    ------------       ------------
Operating income                               2,556,491       2,039,050       3,747,699          2,931,052

Other income (expense):
 Interest expense                             (1,160,534)     (1,169,817)     (4,719,408)        (2,857,209)
 Interest income                                 133,707         212,138         392,721            552,838
 Other income                                     30,471          20,148         129,026             56,231
 Gain on sale of property                           --              --           161,191          1,697,999
 Contractual termination expenses                   --              --              --           (1,697,448)
 Equity in net income and losses
    of affiliates                                (38,410)         74,795           6,647           (134,618)
                                            ------------    ------------    ------------       ------------
Income (loss) before minority
    interests and income taxes                 1,521,725       1,176,314        (282,124)           548,845

Minority interests in (income) loss
  of consolidated subsidiaries
  and partnerships                               (90,489)       (100,935)        142,639             44,720
                                            ------------    ------------    ------------       ------------
Income (loss) before income tax                1,431,236       1,075,379        (139,485)           593,565

Income tax expense (benefit)                     587,000         441,000         (57,000)           193,000
                                            ------------    ------------    ------------       ------------
Net income (loss) before
 extraordinary item                              844,236         634,379         (82,485)           400,565

Extraordinary item - early extinguishment
 of debt, net of income tax (Note 9)                --              --          (332,738)              --
                                            ------------    ------------    ------------       ------------


Net income (loss)                           $    844,236    $    634,379    $   (415,223)      $    400,565
                                            ============    ============    ============       ============

Net income (loss) per share:
 Basic                                      $       0.14    $       0.10    $      (0.07)      $       0.06
                                            ============    ============    ============       ============
 Diluted                                    $       0.13    $       0.08    $      (0.08)      $       0.03
                                            ============    ============    ============       ============

               See notes to consolidated financial statements.


</TABLE>


<TABLE>

                 AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOW
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                 (UNAUDITED)

<CAPTION>

                                                           1998            1997
                                                      ------------    ------------
<S>                                                   <C>             <C>         
Cash flows from operating activities:

   Cash received from customers                       $ 53,259,648    $ 49,948,241
   Cash paid to suppliers and employees                (44,809,729)    (42,379,424)
   Interest received                                       685,895         418,438
   Interest paid                                        (4,578,698)     (2,798,670)
   Income taxes paid                                    (2,725,656)       (960,493)
   Contract termination costs                                 --        (1,642,831)
                                                      ------------    ------------

Net cash provided by operating activities                1,831,460       2,585,261
                                                      ------------    ------------
Cash flows from investing activities:

   Purchase of property and equipment                  (32,915,711)    (24,410,207)
   Purchase of investments in, and advances
        to, minority owned affiliates                   (2,306,697)     (3,959,086)
   Distributions, and collections on advances,
        from affiliates                                  1,977,894       1,966,951
   Acquisitions of partnership interests,
                net of cash acquired                    (7,779,175)           --
   Collections on notes receivable                         130,478         112,358
   Preopening and management contract costs               (184,962)       (358,568)
   Proceeds from sale of assets                         64,443,899       3,390,576
                                                      ------------    ------------

Net cash provided by (used in) investing
     activities                                         23,365,726     (23,257,976)
                                                      ------------    ------------

Cash flows from financing activities:

   Proceeds from issuance of long-term debt             26,860,036      21,812,654
   Principal payments on long-term debt                (49,808,945)     (2,149,126)
   Proceeds from line of credit                         22,656,804      12,411,143
   Repayment on line of credit                         (21,395,765)    (11,250,000)
   Decrease in minority interest                          (353,876)       (156,808)
   Proceeds from exercise of common stock options             --         1,166,075
   Common stock repurchase                                (158,961)           --
                                                      ------------    ------------

Net cash (used in) provided by financing activities    (22,200,707)     21,833,938
                                                      ------------    ------------

Net increase in cash and cash equivalents                2,996,479       1,161,223

Cash and cash equivalents, beginning of year             2,349,503       3,029,039
                                                      ------------    ------------

Cash and cash equivalents, end of period              $  5,345,982    $  4,190,262
                                                      ============    ============



</TABLE>

                                 (continued)


<TABLE>


                 AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                 (UNAUDITED)

<CAPTION>


                                                                       1998              1997
                                                                  -------------   -------------
<S>                                                                <C>            <C>        
Reconciliation of net income (loss) to net
     cash provided by operating activities:

Net income (loss)                                                  $  (415,223)   $   400,565

Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:

   Depreciation and amortization                                     3,993,447      3,360,619
   Equity in net (income) loss of affiliates and
       amortization of deferred income                                  (6,647)       134,618
   Minority interests in net income (loss) of subsidiaries            (142,639)       (44,720)
   Amortization of deferred gain on sale                              (341,629)          --
   Amortization of deferred interest and loan discount                  34,044         29,820
   Extraordinary item - early extinguishment of debt, net of tax       332,738           --
   Compensation recognized through issuance of common
        stock and common stock options                                    --          350,604
   Gain on sale of investments, property
        and equipment                                                 (161,191)    (1,697,999)
   Deferred income taxes                                            (3,427,000)       (50,000)
   Unpaid contractual termination costs                                   --           54,617

   Changes in assets and liabilities, net of effects
         of acquisitions:

         Decrease in accounts receivable                               328,033        855,681
         Decrease (increase) in prepaid expenses and
            other current assets                                        46,859       (419,338)
        Decrease (increase) in refundable income taxes                 644,344       (717,493)
        Decrease in costs and estimated earnings
           in excess of billings                                       228,517        623,869
        Decrease (increase) in other assets                          1,408,367       (884,502)

        Decrease in accounts payable                                (2,532,485)       (33,509)
        Increase (decrease) in accrued payroll
          and other accrued  expenses and current liabilities        1,252,495        280,774
        Increase in accrued interest                                   106,666         24,495
        Increase in deferred income                                    482,764        317,160

Net cash provided by operating activities                          $ 1,831,460    $ 2,585,261


               See notes to consolidated financial statements 


</TABLE>



                    AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997


1. BASIS OF PREPARATION:

   The financial statements included herein have been prepared by the Company,
   without audit. In the opinion of the Company, the accompanying unaudited
   financial statements contain all adjustments, which consist only of recurring
   adjustments necessary to present fairly the financial position of Amerihost
   Properties, Inc. and subsidiaries as of September 30, 1998 and December 31,
   1997 and the results of its operations for the three and nine months ended
   September 30, 1998 and 1997 and cash flows for the nine months ended
   September 30, 1998 and 1997. The results of operations for the three and nine
   months ended September 30, 1998 are not necessarily indicative of the results
   to be expected for the full year. It is suggested that the accompanying
   financial statements be read in conjunction with the financial statements and
   the notes thereto included in the Company's 1997 Annual Report on Form 10-K.
   Certain reclassifications have been made to the 1997 financial statements in
   order to conform with the 1998 presentation.

2. PRINCIPLES OF CONSOLIDATION:

   The consolidated financial statements include the accounts of the Company,
   its wholly-owned subsidiaries, and partnerships in which the Company has a
   majority ownership interest. Significant intercompany accounts and
   transactions have been eliminated.

3. INCOME (LOSS) PER SHARE:

   Basic income (loss) per share of common stock is computed by dividing net
   income (loss) by the weighted average number of shares of common stock
   outstanding. Diluted income (loss) per share of common stock is computed by
   dividing the adjusted net income (loss) by the weighted average number of
   shares of common stock and dilutive common stock equivalents outstanding. The
   Company is a general partner in four partnerships where the limited partners
   have the right at certain times and under certain conditions to convert their
   limited partner interests into 296,850 shares of the Company's common stock.
   The following are the calculations of basic and diluted earnings per share:

<TABLE>
<CAPTION>

                                     Three Months Ended September 30,     Nine Months Ended September 30,
                                     --------------------------------     -------------------------------
                                              1998         1997                  1998        1997
                                        -----------   ----------             -----------  ------------
<S>                                      <C>          <C>                     <C>           <C>       
  Net income (loss) before

       extraordinary item                $  844,236   $  634,379              $  (82,485)   $  400,565

  Extraordinary item, net of tax                 -            -                 (332,738)           -

  Net income (loss)                         844,236      634,379                (415,223)      400,565

  Impact of convertible
       partnership interests                 (1,698)     (62,076)               (127,787)     (191,155)
                                        -----------  -----------              ----------   -----------
                                         $  842,538   $  572,303              $ (543,010)   $  209,410
                                        ===========  ===========              ===========   ===========
     
  Weighted average common
       shares outstanding                6,181,544     6,325,560               6,196,147     6,266,854

  Dilutive effect of convertible
       partnership interests and
       common stock equivalents            413,049       805,691                 349,767     838,296

  Dilutive common shares outstanding     6,594,593     7,131,251               6,545,914   7,105,150
                                         ==========   ==========              ==========   =========


</TABLE>

3. INCOME (LOSS) PER SHARE (CONTINUED):

<TABLE>
<CAPTION>

                                              Three Months Ended September 30,  Nine Months Ended September 30,
                                                     1998         1997                1998        1997
<S>                                            <C>          <C>                   <C>           <C>      
  Basic net income (loss) per share,
     before extraordinary item                  $   0.14     $     0.10            $   (0.02)    $    0.06

     Extraordinary item, net of income tax           -              -                  (0.05)           -
                                               ---------    -----------           -----------    ---------
  Basic net income (loss) per share             $   0.14     $     0.10            $   (0.07)         0.06 
                                               =========    ===========           ===========   ==========


  Diluted net income (loss) per share,
    before extraordinary item                   $  0.13      $     0.08            $   (0.03)    $    0.03
 
     Extraordinary item, net of income tax           -               -                 (0.05)           -
                                               ---------    -----------           -----------    ---------
  Diluted net income (loss) per share           $  0.13      $     0.08            $   (0.08)    $    0.03
                                                =======      ===========           ==========    =========

</TABLE>


4.  INCOME TAXES:

  Deferred income taxes are provided on the differences in the bases of the
  Company's assets and liabilities determined for tax and financial reporting
  purposes.

  The income tax expense (benefit) for the three and nine months ended September
  30, 1998 and 1997 was based on the Company's estimate of the effective tax
  rate expected to be applicable for the full year. A $50,000 reduction in the
  deferred tax asset reserve was made during the nine months ended September 30,
  1997. The Company expects the effective tax rate to approximate the Federal
  and state statutory rates.


5. SUPPLEMENTAL CASH FLOW DATA:

  The following represents the supplemental schedule of noncash investing and
  financing activities for the nine months ended September 30:

                                                  1998          1997

          Reduction of receivable in exchange
              for common stock                    $    3,779   $   -

          Accrued contractual termination costs   $    -       $ 145,798


6. HOTEL LEASES:

   The Company leases 31 hotels, including the 26 hotels leased pursuant to the
   PMC transaction completed on June 30, 1998 (Note 8), the operations of which
   are included in the Company's consolidated financial statements. The five
   leases which were not part of the PMC transaction provide for an option to
   purchase the hotel. Some of the purchase prices are based upon a multiple of
   gross room revenues for the preceding twelve months and the others are based
   upon a fixed amount. At September 30, 1998, the aggregate purchase price for
   these five hotels was approximately $16,230,000.


7. INVESTMENTS:

   During the first nine months of 1998, the Company acquired the remaining
   ownership interests in fourteen hotel joint ventures. The following is a
   summary of these acquisitions:

           Fair value of assets acquired                  $37,456,299
           Cash paid, net of cash acquired                 (7,779,175)
                                                          ------------
           Liabilities assumed                            $29,677,124
                                                          ===========

In addition, the Company purchased ten hotels from entities in which the Company
held a minority ownership position, for a total purchase price of $24.0 million,
including the assumption of $13.1 million in mortgage debt.


8. SALE/LEASEBACK OF HOTELS:

   On June 30, 1998, the Company completed the sale of 26 AmeriHost Inn hotels
   to PMC Commercial Trust ("PMC") for $62.2 million. An additional four
   AmeriHost Inn hotels are under contract to sell to PMC which are expected to
   close within the next 60 days. Upon the sale to PMC, the Company entered into
   agreements to lease back the hotels for an initial term of ten years, with
   two five year renewal options. The lease payments are fixed at 10% of the
   sale price for the first three years. Thereafter, the lease payments are
   subject to a CPI increase with a 2% annual maximum. The Company has deferred
   the gain on the sale of these hotels pursuant to sale/leaseback accounting.
   This deferral will be recognized over the initial term of the lease as a
   reduction of leasehold rent expense.


9. EXTRAORDINARY ITEM:

   In connection with the PMC transaction (Note 8), the Company expensed
   deferred loan costs associated with the early extinguishment of mortgage debt
   on the sold hotels.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

GENERAL

The Company is engaged in the development of AmeriHost Inn hotels, its
proprietary brand, and the ownership, operation and management of AmeriHost Inn
hotels and other mid-price hotels. As of September 30, 1998, there were 75
AmeriHost Inn hotels open, of which 58 were wholly-owned, one was
majority-owned, 13 were minority-owned, and three were managed for unrelated
third parties. A total of 16 AmeriHost Inn hotels were opened during the past
twelve months. The Company intends to use the AmeriHost Inn brand when expanding
its hotel operations segment. All of the hotels currently under construction
will be AmeriHost Inn hotels. As of September 30, 1998, six AmeriHost Inn hotels
were under construction, of which five will be wholly-owned, and one will be
minority-owned. Same room revenues for all AmeriHost Inn hotels (including
minority owned and managed only) increased approximately 9.1% and 9.4% during
the third quarter and first nine months of 1998, compared to the third quarter
and first nine months of 1997, respectively, attributable to an increase of
$0.20 and $0.09 in average daily rate for the third quarter and first nine
months, respectively, and an 8.6% and 9.2% increase in occupancy for the three
and nine month periods, respectively. These results relate to the 58 AmeriHost
Inn hotels that were operating for at least thirteen full months at September
30, 1998.

Revenues from hotel operations consist of the revenues from all hotels in which
the Company has a 100% or majority ownership or leasehold interest
("Consolidated" hotels). Investments in other entities in which the Company has
a minority ownership interest are accounted for using the equity method. As a
result of the Company's focus on increasing the number of Consolidated hotels,
the Company expects that revenues from the hotel operations segment will
increase over time as a percentage of the Company's overall revenues.
Development and construction revenues consist of one-time fees for new
construction and renovation activities performed by the Company for
minority-owned hotels and unrelated third parties. The Company also receives
revenue from management and employee leasing services provided to minority-owned
hotels and unrelated third parties.

The results for the first nine months of 1998 were consistent with the Company's
primary objective of increasing the number of wholly-owned or leased,
Consolidated AmeriHost Inn hotels. Due to the Company's focus on developing and
constructing a significant number of Consolidated AmeriHost Inn hotels during
1997 and the first nine months of 1998, as well as acquiring the remaining
ownership interests in a significant number of AmeriHost Inn hotels which were
previously minority-owned, the Company recognized lower revenues and profits
from the development and construction of hotels for minority-owned and unrelated
third parties during 1998. In addition, the Company disposed of several
non-AmeriHost Inn hotels during the past twelve months, as part of the Company's
plan to invest all available resources into the AmeriHost Inn hotel brand.
Although this strategy has a short-term negative impact on revenues and
earnings, the Company believes that the long-term benefits will be substantial.

Revenues from Consolidated AmeriHost Inn hotels increased 128.1% and 115.5% to
$10.8 million and $22.6 million during the third quarter and first nine months
of 1998, respectively, from revenues of $4.7 million and $10.5 million during
the third quarter and first nine months of 1997, due to the addition of 32
Consolidated AmeriHost Inn hotels during the past twelve months. Revenues from
the hotel management and employee leasing segments decreased by 29.6% and 15.0%
in total during the third quarter and first nine months of 1998, respectively,
due primarily to the acquisition of the remaining ownership interest in 22
minority-owned joint venture hotels, all of which are AmeriHost Inn hotels.
Revenues from Consolidated non-AmeriHost Inn hotels decreased 18.2% and 16.4%
during the third quarter and first nine months of 1998, compared to 1997, as a
result of the disposition of four Consolidated non-AmeriHost Inn hotels during
the first nine months of 1997 and one Consolidated non-AmeriHost Inn hotel
during the first nine months of 1998. Total revenues increased 11.4% and 8.9%,
to $19.4 million and $52.4 million during the third quarter and first nine
months of 1998, respectively, from $17.4 million and $48.1 million during the
1997 periods. The Company recorded net income of $844,236 for the third quarter
of 1998, or $0.13 per diluted share, compared to net income of $634,378, or
$0.08 per diluted share in 1997. For the nine months ended September 30, 1998,
the Company incurred a net loss of $415,223, or $0.08 per diluted share,
compared to net income of $400,565 during the first nine months of 1997, or
$0.03 per diluted share. Without an extraordinary item incurred during the
second quarter of 1998 in the amount of $332,738, net of income tax (due to the
write off of deferred loan costs associated with the prepayment of mortgage
debt), the net loss for the nine months ended September 30, 1998 would have been
$82,485, or $0.03 per diluted share. The Company sold one Consolidated
non-AmeriHost Inn hotel during the first nine months of 1998, and two
Consolidated non-AmeriHost Inn hotels during the first nine months of 1997,
resulting in a total gain, net of minority interests, of $161,191 and $1.7
million, respectively. The gains in 1997 were offset by a non-recurring charge
of $1.7 million from the termination of a consulting agreement with Urban 2000
Corp. (a company owned by the Company's Chairman of the Board and a former
officer/director) and the severance fees paid in connection with the departure
of an officer/director.

The Company uses EBITDA as a supplemental performance measure along with net
income to report its operating results. EBITDA is defined as net income before
extraordinary items, adjusted to eliminate the impact of (i) interest expense;
(ii) interest and other income; (iii) leasehold rents for hotels, which the
Company considers to be financing costs similar to interest; (iv) income tax
expense (benefit), (v) depreciation and amortization; and (vi) gains or losses
from property transactions. EBITDA should not be considered as an alternative to
operating income (as determined in accordance with Generally Accepted Accounting
Principles, "GAAP") as an indicator of the Company's operating performance or to
cash flows from operating activities (as determined in accordance with GAAP) as
a measure of liquidity. EBITDA, as defined by the Company is included herein due
to numerous requests by investors and analysts. Management believes that
investors and analysts find it to be a useful tool for measuring the Company's
ability to service debt. EBITDA increased 47.0% and 74.1% to $5.2 million and
$10.4 million during the three and nine months ended September 30, 1998,
respectively, from $3.5 million and $6.0 million during the three and nine
months ended September 30, 1997. After eliminating the impact of the
non-recurring charges, EBITDA increased 47.0% and 35.5% during the three and
nine months ended September 30, 1998, compared to the three and nine months
ended September 30, 1997. An EBITDA schedule is included herein.

On June 30, 1998, the Company completed the sale of 26 AmeriHost Inn hotels to
PMC Commercial Trust ("PMC") for $62.2 million. An additional four AmeriHost Inn
hotels are under contract to sell to PMC which are expected to close within the
next 60 days. Upon the sale to PMC, the Company entered into agreements to lease
back the hotels for an initial term of ten years, with two five year renewal
options. The lease payments are fixed at 10% of the sale price for the first
three years. Thereafter, the lease payments are subject to a CPI increase with a
2% annual maximum. The Company has deferred the gain on the sale of these hotels
pursuant to sale/leaseback accounting. This deferral will be recognized over the
initial term of the lease as a reduction of leasehold rent expense.

Amerihost had an ownership interest in 86 hotels at September 30, 1998 versus 75
hotels at September 30, 1997 (excluding hotels under construction). This
increased ownership was achieved primarily through the development of AmeriHost
Inn hotels for the Company's own account and for minority-owned entities. These
figures include a net increase of 31 Consolidated hotels, from 36 at September
30, 1997 to 67 at September 30, 1998.


RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997

Revenues increased 11.4% and 8.9% to $19.4 million and $52.4 million during the
three and nine months ended September 30, 1998, respectively, from $17.4 million
and $48.1 million during the three and nine months ended September 30, 1997. The
increase in revenue from the Consolidated AmeriHost Inn hotels was partially
offset by the decreases from the hotel management and employee leasing segments,
a decrease from the hotel development and construction segment, as well as the
decrease from non-AmeriHost Inn hotel operations.

Hotel operations revenue increased 54.5% and 40.8% to $14.7 million and $34.1
million during the three and nine months ended September 30, 1998, respectively,
from $9.5 million and $24.2 million during the three and nine months ended
September 30, 1997. Revenues from Consolidated AmeriHost Inn hotels increased
128.1% and 115.5% to $10.8 million and $22.6 million during the three and nine
months ended September 30, 1998, respectively, from $4.7 million and $10.5
million during the three and nine months ended September 30, 1997. These
increases were attributable primarily to the addition of 32 Consolidated
AmeriHost Inn hotels from October 1, 1997 through September 30, 1998, including
the addition of nine newly constructed Consolidated AmeriHost Inn hotels, and
the acquisition of additional ownership interest in 23 existing hotels causing
them to become a Consolidated AmeriHost Inn hotels, as well as an increase in
same room revenues. The increase in Consolidated AmeriHost Inn hotel revenue was
offset by a 18.2% and 16.4% decrease in Consolidated other brand hotel revenue
during the three and nine month periods, respectively. This decrease was the
result of the sale of three non-AmeriHost Inn Consolidated hotels, and the
termination of the lease for two other non-AmeriHost Inn hotels. The hotel
operations segment included the operations of 67 Consolidated hotels (including
59 AmeriHost Inn hotels) comprising 4,784 rooms at September 30, 1998, compared
to 36 Consolidated hotels (including 27 AmeriHost Inn hotels) comprising 2,939
rooms at September 30, 1997. After considering the Company's ownership interest
in the majority-owned Consolidated hotels, this translates to 4,515 and 2,619
equivalent owned rooms as of September 30, 1998 and 1997, respectively, or an
increase of 72.4%. Recently, the Company has experienced an increase in
competition in certain markets, primarily from newly constructed hotels. As a
result, there is increased downward pressure on occupancy levels and average
daily rates. The Company believes that as the number of AmeriHost Inn hotels
increases, the greater the benefits will be at all locations from marketplace
recognition and repeat business. In addition, the Company typically builds new
hotels in growing markets where it anticipates a certain level of additional
hotel development.

Hotel development revenue decreased 55.5% and 32.3% to $1.5 million and $7.9
million during the three and nine months ended September 30, 1998, respectively,
from $3.3 million and $11.7 million during the three and nine months ended
September 30, 1997. Hotel development revenues are directly related to the
number of hotels being developed and constructed for minority-owned entities or
unrelated third parties. The Company was constructing three hotels for
minority-owned entities or unrelated third parties during the third quarter of
1998, compared to six hotels during the three months ended September 30, 1997.
The Company was constructing six hotels for minority-owned entities or unrelated
third parties during the first nine months of 1998, compared to 12 hotels during
the nine months ended September 30, 1997. The Company also had several
additional projects in various stages of pre-construction development during
both nine month periods.

Hotel management revenue decreased 29.5% and 14.6% to $621,839 and $1.9 million
during the three and nine months ended September 30, 1998, respectively, from
$881,822 and $2.3 million during the three and nine months ended September 30,
1997. The number of hotels managed for third parties and minority-owned entities
decreased from 49 hotels, representing 3,933 rooms, at September 30, 1997 to 26
hotels, representing 2,222 rooms, at September 30, 1998. The addition of
management contracts for six newly constructed hotels (373 rooms) was more than
offset by the termination of three management contracts (250 rooms) with
minority-owned entities as a result of the sale of the hotels (non-AmeriHost Inn
hotels), the termination of 23 management contracts (1,497 rooms) with
minority-owned hotels which became Consolidated hotels due to the Company
acquiring additional ownership interests, and the termination of three
management contracts for non-AmeriHost Inn hotels with unrelated third parties
(337 rooms) as a result of the sale of the hotels in two of the three instances.

Employee leasing revenue decreased 29.6% and 15.2% to $2.6 million and $8.4
million during the three and nine months ended September 30, 1998, respectively,
from $3.8 million and $9.9 million during the three and nine months ended
September 30, 1997, due primarily to the reduction in hotels managed for
minority-owned entities and unrelated third parties as described above, and the
associated decrease in payroll costs which is the basis for the employee leasing
revenue.

Total operating costs and expenses increased 2.4% and 5.7% to $13.7 million
(70.6% of total revenues) and $41.0 million (78.3% of total revenues) during the
three and nine months ended September 30, 1998, respectively, from $13.4 million
(76.8% of total revenues) and $38.8 million (80.7% of total revenues) during the
three and nine months ended September 30, 1997. Operating costs and expenses in
the hotel operations segment increased 46.1% and 36.3% to $9.0 million and $23.4
million during the three and nine months ended September 30, 1998, respectively,
from $6.2 million and $17.2 million during the three and nine months ended
September 30, 1997. These increases resulted primarily from the net addition of
31 Consolidated hotels to this segment and are directly related to the 128.1%
and 115.5% increase in Consolidated AmeriHost Inn revenues during the three and
nine months ended September 30, 1998, respectively, offset by the 18.2% and
16.4% decrease in non-AmeriHost Inn hotel revenues during the three and nine
months ended September 30, 1998. Hotel operations segment operating costs and
expenses as a percentage of segment revenue decreased to 61.4% during the three
months ended September 30, 1998, from 64.9% during the three months ended
September 30, 1997. Hotel operations segment operating costs and expenses as a
percentage of segment revenue decreased to 68.7% during the nine months ended
September 30, 1998, from 71.0% during the nine months ended September 30, 1997.
Operating costs and expenses as a percentage of revenues for the Consolidated
AmeriHost Inn hotels decreased to 60.0% during the three month period ended
September 30, 1998, from 61.6% during the three month period ended September 30,
1997, while the percentage increased slightly during the nine month period
compared to the prior year, due primarily to the significant number of AmeriHost
Inn hotels operating during their pre-stabilization period during the first nine
months of 1998.

Operating costs and expenses for the hotel development segment decreased 51.7%
and 28.6% to $1.5 million and $7.5 million during the three and nine months
ended September 30, 1998, respectively, from $3.1 million and $10.5 million
during the three and nine months ended September 30, 1997, consistent with the
55.5% and 32.3% decrease in hotel development revenues for the three and nine
months ended September 30, 1998, respectively. Operating costs and expenses in
the hotel development segment as a percentage of segment revenue increased
during the three and nine months ended September 30, 1998 due primarily to the
overall decrease in the level of hotel development and construction activity
performed for minority-owned entities and unrelated third parties and the
relatively higher level of construction activity performed in 1998 compared to
1997, versus the level of pre-construction development activity. Construction
activity has significantly higher operating costs compared to the
pre-construction development activity. Hotel management segment operating costs
and expenses increased 31.1% and 30.4% to $667,221 and $1.9 million during the
three and nine months ended September 30, 1998, respectively, from $508,880 and
$1.4 million during the three and nine months ended September 30, 1997. This
increase was due to the increase in the number of hotels operated and managed,
and the allocation of certain general and administrative expenses and preopening
costs associated with the hotels opened during the three and nine months ended
September 30, 1998 and 1997. Employee leasing operating costs and expenses
decreased 30.2% and 15.1% to $2.6 million and $8.2 million during the three and
nine months ended September 30, 1998, respectively, from $3.7 million and $9.6
million during the three and nine months ended September 30, 1997, which is
consistent with the 29.6% and 15.2% decrease in segment revenue for the three
and nine months ended September 30, 1998.

Depreciation and amortization expense increased 6.9% and 18.8% to $1.2 million
and $4.0 million during the three and nine months ended September 30, 1998,
respectively, from $1.1 million and $3.4 million during the three and nine
months ended September 30, 1997. The increase was primarily attributable to the
net addition of 31 Consolidated hotels to the hotel operations segment and the
resulting depreciation and amortization therefrom, offset by the decrease in
depreciation from non-AmeriHost Inn hotels as a result of the sale/dispositions,
and the completion of the sale and leaseback of 26 hotels on June 30, 1998. As a
result of the sale/leaseback transaction, the Company did not recognize any
depreciation on the assets sold during the third quarter of 1998 and will not
recognize any depreciation from these sold assets going forward.

Leasehold rents - hotels increased 300.1% and 70.6% to $1.5 million and $2.5
million during the three and nine months ended September 30, 1998, respectively,
from $387,170 and $1.5 million during the three and nine months ended September
30, 1997. These increases are due primarily to the sale and leaseback
transaction with PMC on June 30, 1998, partially offset by the sale of two
leased Consolidated non-AmeriHost Inn hotels and the termination of the lease
for another Consolidated non-AmeriHost Inn hotel in the first and second
quarters of 1997. The Company anticipates leasehold rents hotels to continue
increasing going forward as a result of the sale/leaseback transaction.

Corporate general and administrative expense decreased 18.4% and 27.5% to
$402,905 and $1.1 million during the three and nine months ended September 30,
1998, respectively, from $493,603 and $1.6 million during the three and nine
months ended September 30, 1997, and can be attributed primarily to the
recognition of compensation expense in the first nine months of 1997 for options
issued at an exercise price below the then current market price, operational
efficiencies and the allocation of certain expenses.

The Company's operating income increased 25.4% and 27.9% to $2.6 million and
$3.7 million during the three and nine months ended September 30, 1998,
respectively, from $2.0 million and $2.9 million during the three and nine
months ended September 30, 1997. The following discussion of operating income by
segment is exclusive of any corporate general and administrative expense.
Operating income from Consolidated AmeriHost Inn hotels increased 88.5% and
78.0% to $2.2 million and $3.7 million during the three and nine months ended
September 30, 1998, respectively, from $1.2 million and $2.1 million during the
three and nine months ended September 30, 1997. These increases in operating
income were due to the increased number of Consolidated AmeriHost Inn hotels and
the increase in same room revenues as a significant number of recently opened
Consolidated AmeriHost Inn hotels were still operating in 1997 during their
pre-stabilization period when revenues are typically lower. Operating income
from the hotel development segment decreased to a loss of ($35,849) during the
three months ended September 30, 1998, from income of $209,740 during the three
months ended September 30, 1997 and decreased to $363,216 during the first nine
months of 1998 from $1.2 million during the first nine months of 1997. The
fluctuations in hotel development operating income were due to the timing of
hotels developed and constructed for third parties and minority-owned entities
during the third quarter and first nine months of 1998, compared with the third
quarter and first nine months of 1997, and the overall decrease in the number of
hotels developed and constructed for minority-owned entities and unrelated third
parties. The hotel management segment incurred an operating loss of ($139,503)
and ($226,677) during the three and nine months ended September 30, 1998, from
operating income of $288,533 and $566,784 during the three and nine months ended
September 30, 1997. This decrease was due primarily to the expenses associated
with the increased number of Consolidated hotels managed during the past twelve
months and the allocation of certain costs. Employee leasing operating income
decreased 10.3% and 16.8% to $85,654 and $209,886 during the three and nine
months ended September 30, 1998, respectively, from $95,516 and $252,209 during
the three and nine months ended September 30, 1997, due to the decrease in
employee leasing agreements with minority-owned entities and unrelated third
parties.

Interest expense remained relatively constant at $1.2 million during the three
months ended September 30, 1998 and September 30, 1997. Interest expense
increased 60.5% to $4.7 million for the nine months ended September 30, 1998
from $2.9 million during the nine months ended September 30, 1997. The increase
attributable to the additional mortgage financing of newly constructed and
acquired Consolidated AmeriHost Inn hotels, was offset by the sale and leaseback
transaction with PMC, whereby the Company did not recognize any interest expense
on the sold hotels beginning June 30, 1998.

The Company's share of equity in income (loss) of affiliates decreased to
($38,410) during the three months ended September 30, 1998, from $74,795 during
the three months ended September 30, 1997. The Company's share of equity in
income (loss) of affiliates increased to $6,647 during the nine months ended
September 30, 1998, from ($134,618) during the nine months ended September 30,
1997. The fluctuations in equity of affiliates during the three and nine months
ended September 30, 1998, compared to the three and nine months ended September
30, 1997, were primarily due to the sale of three minority owned hotels at a
significant gain and the acquisition of a significant number of minority owned
hotels by the Company resulting in 100% ownership positions . Distributions from
affiliates were $1.1 million during the nine months ended September 30, 1998,
compared to $282,274 during the nine months ended September 30, 1997.

The Company expensed $1.7 million during the first nine months of 1997 in costs
associated with the termination of a consulting agreement and an employment
agreement. The Company considers these costs non-recurring in nature.


LIQUIDITY AND CAPITAL RESOURCES

The Company has four main sources of cash from operating activities: (i)
revenues from hotel operations; (ii) fees from development, construction and
renovation projects; (iii) fees from management contracts; and (iv) fees from
employee leasing services. Cash from hotel operations is typically received at
the time the guest checks out of the hotel. Approximately 10% of the Company's
hotel operations revenues is generated through other businesses and contracts
and is usually paid within 30 to 45 days from billing. Fees from development,
construction and renovation projects are typically received within 15 to 45 days
from billing. Due to the procedures in place for processing its construction
draws, the Company typically does not pay its contractors until the Company
receives its draw from the equity or lending source. Management fee revenues
typically are received by the Company within five working days from the end of
each month. Cash from the Company's employee leasing segment typically is
received 24 to 48 hours prior to the pay date.

During the first nine months of 1998, the Company generated cash from operations
of $1.8 million, compared to $2.6 million during the first nine months of 1997,
or a decrease in cash provided by operations of $759,145. The first nine months
of 1997 included a non-recurring payment of $1.6 million in contractual
termination costs. The decrease in cash flow from operations during the first
nine months of 1998, when compared to 1997, can be attributed to the increasing
impact of seasonality and the significant number of hotels operating during
their pre-stabilization period as the number of Consolidated hotels increased
from 36 hotels at September 30, 1997 to 67 hotels at September 30, 1998, and the
timing of collections from hotel development and construction activity for
minority-owned entities.

The Company invests cash in three principal areas: (i) the purchase of property
and equipment through the construction and renovation of Consolidated hotels;
(ii) the purchase of equity interests in hotels; and (iii) the making of loans
to affiliated and non-affiliated hotels for the purpose of construction,
renovation and working capital. During the first nine months of 1998, the
Company received $23.4 million from investing activities compared to using $23.3
million during the first nine months of 1997. During the first nine months of
1998, the Company received $64.4 million from the sale of 27 hotels, used $32.9
million to purchase property and equipment for Consolidated AmeriHost Inn
hotels, used $323,515 for investments in and advances to affiliates, net of
distributions and collections, and used $7.8 million for the acquisition of
additional partnership interests. During the first nine months of 1997, the
Company used cash primarily for the purchase of $24.4 million in property and
equipment for Consolidated AmeriHost Inn hotels, used $1.9 million for
investments in and advances to affiliates, net of distributions and collections,
and received $3.4 million from the sale of hotels.

Cash used in financing activities was $21.9 million during the first nine months
of 1998 compared to cash provided by financing activities of $21.8 million
during the first nine months of 1997. In 1998, the primary factors were
principal repayments of $49.5 million including the repayment of mortgages in
connection with the sale of hotels, offset by $26.9 million in proceeds from the
mortgage financing of Consolidated hotels and the assumption of mortgage debt in
connection with the acquisition of hotels, and net proceeds of $1.3 million from
the Company's operating line-of-credit. In 1997, the contributing factors were
proceeds of $19.7 million from the mortgage financing of Consolidated hotels,
net of principal repayments, net proceeds of $1.2 million from the exercise of
common stock purchase options, and $1.2 million in net proceeds from the
Company's operating line-of-credit.

At September 30, 1998, the Company had $2.6 million outstanding under its
operating line-of-credit which has been repaid subsequently. The Company has
obtained a new operating line-of-credit effective November 1, 1998 which (i) has
a limit of $7.0 million (ii) is collateralized by a security interest in certain
of the Company's assets, including its interest in various joint ventures; (iii)
bears interest at an annual rate equal to the lending bank's base rate plus 1/2%
(with a minimum interest rate of 7.5%); and (iv) matures October 31, 1999. At
September 30, 1998, the Company also had outstanding $2.25 million of its 7%
Subordinated Notes which are unsecured obligations due October 9, 1999 and which
pay interest quarterly. Pursuant to the terms of the 7% Subordinated Notes, no
dividends may be paid on any capital stock of the Company until the 7%
Subordinated Notes have been paid in full. At the Company's sole discretion, the
7% Subordinated Notes may be prepaid at any time without penalty.

In March 1998, the Company's Board of Directors authorized the repurchase, from
time to time on the open market, of up to $1.0 million of Common Stock over the
next year. Through September 30, 1998, the Company repurchased 34,600 shares of
the Company's Common Stock for approximately $159,000.

The Company expects cash from operations to be sufficient to pay all operating
and interest expenses in 1998.

YEAR 2000

As is the case with other companies using computers in their operations, the
Company has to address the Year 2000 compliance issue. The Year 2000 issue
arises from the widespread use of computer programs that rely on two-digit date
codes to perform computations or decision-making functions. The Company has
begun its review of its computer programs to identify the systems that would be
affected by the Year 2000 issue, and is in the process of reviewing any exposure
the Company may have from vendors and financial institutions. However, the
majority of the Company's critical computer applications are contracted out to a
third-party provider. We have received written confirmation from this provider
that they will be fully Year 2000 compliant by December 31, 1998. The Company
believes that the cost, if any, to correct any Year 2000 issues in regards to
its other systems will not be material.


SEASONALITY

The lodging industry, in general, is seasonal by nature. The Company's hotel
revenues are generally greater in the second and third calendar quarters than in
the first and fourth quarters due to weather conditions in the markets in which
the Company's hotels are located, as well as general business and leisure travel
trends. This seasonality can be expected to continue to cause quarterly
fluctuations in the Company's revenues, and is expected to have a greater impact
as the number of Consolidated hotels increases. Quarterly earnings may also be
adversely affected by events beyond the Company's control such as extreme
weather conditions, economic factors and other general factors affecting travel.
In addition, hotel construction is seasonal, depending upon the geographic
location of the construction projects. Construction activity in the Midwest may
be slower in the first and fourth calendar quarters due to weather conditions.

INFLATION

Management does not believe that inflation has had, or is expected to have, any
significant adverse impact on the Company's financial condition or results of
operations for the periods presented.

RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about
Segments of an Enterprise and Related Information, which supersedes SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise, establishes standards
for the way that public enterprises report information about operating segments
in annual and interim financial statements. It also establishes new standards
for disclosures regarding products and services, geographic areas and major
customers. This Statement is effective for the Company for the year end December
31, 1998 and requires comparative information for earlier years to be restated.
The Company's consolidated balance sheets and the related consolidated
statements of income, changes in shareholder's equity and cash flows will not be
affected by the implementation of SFAS No. 131.

Statement of Position (SOP) No. 98-5, Reporting on the Costs of Start-Up
Activities, provides guidance on the financial reporting of start-up costs and
organization costs. This Statement requires costs of start-up activities and
organization costs to be expensed as incurred. This SOP is effective for the
Company for 1999, and will require the Company to report the cumulative effect
of this change in accounting principle as of January 1, 1999, in accordance with
Accounting Principles Board Opinion No. 20, Accounting Changes. The Company
anticipates this cumulative effect will have a material impact on the Company's
consolidated financial statements.


PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

All statements contained herein that are not historical facts, including but not
limited to, statements regarding the Company's hotels under construction and the
operation of AmeriHost Inn hotels are based on current expectations. These
statements are forward looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance the Company's business plan on
terms satisfactory to the Company; competitive factors, such as the introduction
of new hotels or renovation of existing hotels in the same markets; changes in
travel patterns which could affect demand for the Company's hotels; changes in
development and operating costs, including labor, construction, land, equipment,
and capital costs; general business and economic conditions; and other risk
factors described from time to time in the Company's reports filed with the
Securities and Exchange Commission. The Company wishes to caution readers not to
place undue reliance on any such forward looking statements, which statements
are made pursuant to the Private Securities Litigation Reform Act of 1995 and,
as such, speak only as of the date made.

<TABLE>


                   AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                   SCHEDULE OF EARNINGS BEFORE INTEREST/RENT,
                       TAXES AND DEPRECIATION/AMORTIZATION
                                   (UNAUDITED)

<CAPTION>


                                        Three Months Ended September 30,   Nine Months Ended September 30,
                                        --------------------------------   -------------------------------
                                                 1998         1997             1998            1997
                                                 ----         ----             ----            ----
<S>                                       <C>             <C>              <C>             <C>        
Revenue                                   $ 19,429,557    $ 17,436,770     $52,360,200     $48,095,298


Operating costs and expenses                13,725,257      13,398,252      41,008,335      38,789,065


                                             5,704,300       4,038,518      11,351,865       9,306,233


Corporate general and administrative          (402,905)       (493,603)     (1,133,625)     (1,562,802)
Equity in net income and losses
   of affiliates                               (38,410)         74,795           6,647        (134,618)


Earnings before minority interests           5,262,985       3,619,710      10,224,887       7,608,813

Minority interests in earnings of
   consolidated subsidiaries and
   partnerships                                (90,489)       (100,935)        142,639          44,720


Earnings before interest/rent, taxes
  and depreciation/amortization, before
  non-recurring charges                      5,172,496       3,518,775      10,367,526       7,653,533


Non-recurring charges                             --              --              --        (1,697,448)


Earnings before interest/rent, taxes
  and depreciation/amortization           $  5,172,496    $  3,518,775     $10,367,526      $5,956,085


</TABLE>



                           PART II - OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Securities Holders:

         The annual shareholders' meeting was held on August 6, 1998. One matter
was voted as follows:

         Matter 1:  Election of Directors

            Director                    For         Against      Abstain
            --------                    ---         -------      -------

            H. Andrew Torchia          5,192,106       1,320      30,154
            Michael P. Holtz           5,079,496     113,930      30,154
            Russell J. Cerqua          5,070,246     123,180      30,154
            Reno J. Bernardo           5,069,646     123,780      30,154
            Salomon J. Dayan           5,077,696     115,730      30,154
            Richard A. Chaifetz        5,189,634       3,792      30,154


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

         (a)    Exhibits:

                Exhibit No.
                  27.0  Financial Data Schedule


         (b) Reports on Form 8-K:

                The Company filed a Form 8-K on July 15, 1998 with respect to
                    the sale and leaseback of 26 hotels with PMC Commercial
                    Trust, which included pro forma financial statements.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                           AMERIHOST PROPERTIES, INC.
                                   Registrant


      Date:  November 13, 1998
                             By:        /s/ James B. Dale
                                        James B. Dale
                                        Treasurer/Senior Vice President, Finance



                             By:        /s/ Michael E. Kirk
                                        Michael E. Kirk
                                        Corporate Controller


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>                              <C>
<PERIOD-TYPE>                   9-MOS                            9-MOS
<FISCAL-YEAR-END>                                DEC-31-1998         DEC-31-1997
<PERIOD-END>                                     SEP-30-1998         SEP-30-1997<F1>
<CASH>                                             5,345,982           4,190,262
<SECURITIES>                                               0                   0
<RECEIVABLES>                                      6,969,893           6,802,784
<ALLOWANCES>                                               0                   0
<INVENTORY>                                                0                   0
<CURRENT-ASSETS>                                  13,920,794          12,629,594
<PP&E>                                            95,844,746          74,899,685
<DEPRECIATION>                                    13,876,489           8,768,237
<TOTAL-ASSETS>                                   112,212,012          90,443,669
<CURRENT-LIABILITIES>                             15,070,288          12,169,301
<BONDS>                                                    0                   0
                                      0                   0
                                                0                   0
<COMMON>                                              30,889              31,990
<OTHER-SE>                                        20,984,007          23,041,025
<TOTAL-LIABILITY-AND-EQUITY>                     112,212,012          90,443,669
<SALES>                                           52,360,200          48,095,298
<TOTAL-REVENUES>                                  52,360,200          48,095,298
<CGS>                                             41,008,335          38,789,065
<TOTAL-COSTS>                                     41,008,335          38,789,065
<OTHER-EXPENSES>                                   7,604,166           6,375,181
<LOSS-PROVISION>                                           0                   0
<INTEREST-EXPENSE>                                 4,719,408           2,857,209
<INCOME-PRETAX>                                     (139,485)            593,656
<INCOME-TAX>                                         (57,000)            193,000
<INCOME-CONTINUING>                                  (82,485)            400,565
<DISCONTINUED>                                             0                   0
<EXTRAORDINARY>                                     (332,738)                  0
<CHANGES>                                                  0                   0
<NET-INCOME>                                        (415,223)            400,565
<EPS-PRIMARY>                                          (0.07)               0.06
<EPS-DILUTED>                                          (0.08)               0.03
        

<FN>
<F1> Restated
</FN>

</TABLE>


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