AMERIHOST PROPERTIES INC
10-Q, 1999-05-14
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     MARCH 31, 1999
                                                 ----------------------

                                       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 May 13,  1999,  6,038,332  shares of the  Registrant's  Common  Stock were
outstanding.


================================================================================
<PAGE>





                           AMERIHOST PROPERTIES, INC.

                                    FORM 10-Q

                    FOR THE THREE MONTHS ENDED MARCH 31, 1999



                                      INDEX



                       PART I: Financial Information                  Page
                       -----------------------------                  ----

Consolidated Balance Sheets as of March 31, 1999
    and December 31, 1998                                              4

Consolidated Statements of Operations for the Three Months
    Ended March 31, 1999 and 1998                                      6

Consolidated Statements of Cash Flows for the Three Months
    Ended March 31, 1999 and 1998                                      7

Notes to Consolidated Financial Statements                             9

Management's Discussion and Analysis                                  12

Quantitative and Qualitative Disclosures About Market Risk            21

Schedule of Earnings Before Interest/Rent, Taxes and
    Depreciation/Amortization for the Three Months
    Ended March 31, 1999 and 1998                                     22


                         PART II: Other Information
                         --------------------------

Item 6 - Exhibits and Reports on Form 8-K                             23

Signatures                                                            23



<PAGE>
















                          Part I: Financial Information

                          Item 1: Financial Statements



















<PAGE>



<TABLE>

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

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

                                                                              March 31,              December 31,
                                                                                 1999                    1998
                                                                              ---------              ------------
<S>                                                                       <C>                      <C>           
ASSETS


Current assets:
    Cash and cash equivalents                                             $     4,327,374          $    4,493,834
    Accounts receivable (including $239,107 and $290,859
       from related parties)                                                    2,439,728               2,931,216
    Notes receivable, current portion                                             168,061                 168,061
    Prepaid expenses and other current assets                                     950,180                 902,457
    Refundable income taxes                                                     1,597,126               1,261,194
    Costs and estimated earnings in excess of billings on
       uncompleted contracts with related parties                                 345,306                 649,858
                                                                          ---------------          --------------

         Total current assets                                                   9,827,775              10,406,620
                                                                          ---------------          --------------


Investments in and advances to unconsolidated
         hotel joint ventures                                                   5,852,830               5,331,247
                                                                          ---------------          --------------


Property and equipment:
    Land                                                                       10,399,194              11,170,463
    Buildings                                                                  66,280,138              68,405,566
    Furniture, fixtures and equipment                                          18,551,509              19,081,593
    Construction in progress                                                    3,204,477               6,743,319
    Leasehold improvements                                                      1,045,303               1,156,174
                                                                          ---------------          --------------
                                                                               99,480,621             106,557,115

    Less accumulated depreciation and amortization                             14,552,162              15,219,135
                                                                          ---------------          --------------
                                                                               84,928,459              91,337,980
                                                                          ---------------          --------------

Notes receivable, less current portion                                          1,165,577               1,181,962

Deferred income taxes                                                           4,748,000               3,904,000

Other assets, net of accumulated amortization of
    $1,731,174 and $1,602,338                                                   3,188,941               3,118,979
                                                                          ---------------          --------------
                                                                                9,102,518               8,204,941

                                                                          $   109,711,582          $  115,280,788
                                                                          ===============          ==============







                                                  (continued)
</TABLE>


<PAGE>



<TABLE>

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

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

                                                                              March 31,              December 31,
                                                                                1999                     1998
                                                                              ---------             --------------
<S>                                                                       <C>                      <C>           
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                      $     4,071,697          $    5,638,250
    Bank line-of-credit                                                             -                   1,961,213
    Accrued payroll and related expenses                                        1,062,011               1,180,674
    Accrued real estate and other taxes                                         2,045,798               2,285,333
    Other accrued expenses and current liabilities                              1,364,944                 756,308
    Current portion of long-term debt                                           5,389,686               5,508,498
                                                                          ---------------          --------------

         Total current liabilities                                             13,934,136              17,330,276
                                                                          ---------------          --------------


Long-term debt, net of current portion                                         64,131,038              66,332,566
                                                                          ---------------          --------------

Deferred income                                                                15,004,363              13,164,007
                                                                          ---------------          --------------

Commitments

Minority interests                                                               170,878                  138,131


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 6,066,350 shares at March 31,
       1999, and 6,089,550 shares at December 31, 1998                             30,332                  30,448
    Additional paid-in capital                                                 17,300,761              17,380,295
    Retained earnings (deficit)                                                  (423,051)              1,341,940

                                                                               16,908,042              18,752,683
    Less:
         Stock subscriptions receivable                                          (436,875)               (436,875)

                                                                               16,471,167              18,315,808

                                                                          $   109,711,582          $  115,280,788
                                                                          ===============          ==============






                                See notes to consolidated financial statements.

</TABLE>

<PAGE>



                   AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)



                                                        1999           1998
                                                  --------------    -----------
Revenue:
     Hotel operations:
              AmeriHost Inn(R)hotels               $ 10,008,296    $  4,160,006
              Other hotels                            2,435,095       3,330,680
     Development and construction                       370,745       2,964,577
     Management services                                314,656         602,150
     Employee leasing                                 1,590,155       2,980,296
                                                   ------------    ------------
                                                     14,718,947      14,037,709
Operating costs and expenses:
     Hotel operations:
              AmeriHost Inn(R)hotels                  8,123,201       3,673,665
              Other hotels                            2,379,939       3,062,826
Franchising                                              87,381            --
     Development and construction                       403,551       2,810,991
     Management services                                284,821         345,966
     Employee leasing                                 1,520,093       2,907,667
                                                   ------------    ------------
                                                     12,798,986      12,801,115

                                                      1,919,961       1,236,594

     Depreciation and amortization                    1,154,519       1,253,489
     Leasehold rents - hotels                         1,768,275         393,612
     Corporate general and administrative               382,535         342,260

Operating loss                                       (1,385,368)       (752,767)

Other income (expense):
     Interest expense                                (1,553,587)     (1,471,089)
     Interest income                                    233,803         101,122
     Other income                                        15,795          57,977
     Equity in net income and losses of affiliates     (165,215)        (55,921)

Loss before minority interests and income taxes      (2,854,572)     (2,120,678)

Minority interests in (income) loss of
    consolidated subsidiaries and partnerships          (38,419)        207,587

Loss before income tax                               (2,892,991)     (1,913,091)

Income tax benefit                                    1,128,000         784,000

Net loss                                           $ (1,764,991)   $ (1,129,091)
                                                   ============    ============

Loss per share:
     Basic                                         $      (0.29)   $      (0.18)
                                                   ============    ============
     Diluted                                       $      (0.29)   $      (0.19)
                                                   ============    ============


                 See notes to consolidated financial statements.


<PAGE>


<TABLE>

                                  AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE THREE MONTHS ENDED MARCH 31,
                                                  (UNAUDITED)
<CAPTION>

==================================================================================================================
                                                                                 1999                    1998
                                                                         ------------------           -----------

<S>                                                                           <C>                       <C>         
Cash flows from operating activities:
                                                                                               
     Cash received from customers                                             $ 15,633,372              $ 14,711,995
     Cash paid to suppliers and employees                                      (17,275,643)              (14,390,331)
     Interest received                                                             203,737                   186,090
     Interest paid                                                              (1,587,677)               (1,466,921)
     Income taxes paid                                                             (51,932)                 (103,391)
                                                                                                       
Net cash used in operating activities                                           (3,078,143)               (1,062,558)
                                                                              ------------              ------------
                                                                                                       
Cash flows from investing activities:                                                                  
                                                                                                       
     Distributions, and collections on advances,                                                       
         from affiliates                                                           335,379                   353,599
     Purchase of property and equipment                                         (3,772,438)               (3,933,390)
     Purchase of investments in, and advances                                                          
         to, minority owned affiliates                                            (592,500)               (1,001,157)
     Acquisitions of partnership interests,                                                            
         net of cash acquired                                                       85,314                  (731,107)
     Collections on notes receivable                                                16,385                    26,077
     Preopening and management contract costs                                         --                     (76,536)
     Proceeds from sale of assets                                               12,816,969                      --
                                                                                                       
Net cash provided by (used in) investing activities                              8,889,109                (5,362,514)
                                                                              ------------              ------------
                                                                                                       
Cash flows from financing activities:                                                                  
                                                                                                       
     Proceeds from issuance of long-term debt                                    5,087,386                 5,876,229
     Principal payments on long-term debt                                       (9,018,277)               (2,625,036)
     Net (repayments of) proceeds from line of credit                           (1,961,213)                3,768,214
     Decrease in minority interest                                                  (5,672)                  (19,259)
     Common stock repurchases                                                      (79,650)                     --
                                                                                                       
Net cash (used in) provided by financing activities                             (5,977,426)                7,000,148
                                                                                                       
Net (decrease) increase in cash                                                   (166,460)                  575,076
                                                                                                       
Cash and cash equivalents, beginning of year                                     4,493,834                 2,349,503
                                                                                                       
Cash and cash equivalents, end of period                                      $  4,327,374              $  2,924,579
                                                                              ============              ============
                                                                                                       
                                                                                                       
                                                                                             

</TABLE>

                                                  (continued)


<PAGE>



<TABLE>

                                  AMERIHOST PROPERTIES, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE THREE MONTHS ENDED MARCH 31,
                                                  (UNAUDITED)
<CAPTION>


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

                                                                                1999                   1998
                                                                        -------------------     -----------
<S>                                                                           <C>                  <C>            
Reconciliation of net loss to net 
  cash used in operating activities:

Net loss                                                                      $ (1,764,991)        $   (1,129,091)

Adjustments to reconcile net loss to net cash 
  used in operating activities:

     Depreciation and amortization                                               1,154,519              1,253,489
     Equity in net (income) loss of affiliates and
         amortization of deferred income                                           165,215                 55,921
     Minority interests in net income of subsidiaries                               38,419               (207,587)
     Amortization of deferred interest and loan discount                            11,348                  9,940
     Amortization of deferred gain                                                (321,027)                 -
     Deferred income taxes                                                        (844,000)                 -

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

         Decrease in accounts receivable                                           623,581                 57,461
         Increase in prepaid expenses and
              other current assets                                                 (77,501)               (91,570)
         Increase in refundable income taxes                                      (335,932)              (887,391)
         Decrease in costs and estimated earnings
              in excess of billings                                                304,552                506,100
         Increase in other assets                                                 (343,346)              (223,776)

         Decrease in accounts payable                                           (1,586,806)              (360,136)
         Decrease in accrued payroll and other accrued
              expenses and current liabilities                                     (27,233)              (192,208)
         Decrease in accrued interest                                              (45,438)                (7,180)
         (Decrease) increase in deferred income                                    (29,503)               153,470
                                                                             -------------         --------------

Net cash used in operating activities                                        $  (3,078,143)        $   (1,062,558)
                                                                             ==============        ==============



                                See notes to consolidated financial statements.

</TABLE>


<PAGE>



                           AMERIHOST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                  ===============================================


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  March  31,  1999 and
    December 31, 1998 and the results of its  operations  and cash flows for the
    three months ended March 31, 1999 and 1998.  The results of  operations  for
    the three months ended March 31, 1999 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  1998 Annual
    Report on Form 10-K.  Certain  reclassifications  have been made to the 1998
    financial statements in order to conform with the 1999 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 three  partnerships  where the limited
    partners  have the right at certain  times and under  certain  conditions to
    convert their limited partner interests into 249,350 shares of the Company's
    common  stock.  The  following  are the  calculations  of basic and  diluted
    earnings per share:
<TABLE>

                                                                                       Three Months Ended March 31,
                                                                                       ----------------------------
                                                                                         1999              1998
                                                                                         ----              ----
   <S>                                                                              <C>                <C>            
   Net loss                                                                         $    (1,764,991)   $   (1,129,091)

   Impact of convertible partnership interests                                              (34,215)          (95,158)
                                                                                    ----------------    -------------
                                                                                    $    (1,799,206)   $   (1,224,249)
                                                                                    ================   ==============

   Weighted average common shares outstanding                                             6,077,725         6,212,762

   Dilutive effect of convertible partnership interests and
         common stock equivalents                                                           249,350           376,225

   Dilutive common shares outstanding                                                     6,327,075         6,588,987
                                                                                    ===============    ==============

   Basic net loss per share                                                         $        (0.29)    $       (0.18)
                                                                                    ===============    =============
   Diluted net loss per share                                                       $        (0.29)    $       (0.19)
                                                                                    ===============    =============


</TABLE>

<PAGE>

                           AMERIHOST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                 ===============================================


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  months ended March 31, 1999
   and 1998 was  based  on the  Company's  estimate  of the  effective  tax rate
   expected  to be  applicable  for the  full  year.  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 three months ended March 31:
                                                              1999       1998
                                                            -------     -------

              Issuance of note payable in exchange for
                  partnership interest                     $  281,523   $   -

6. HOTEL LEASES:
   -------------

  The Company leases 35 hotels as of March 31, 1999 (including 30 sale/leaseback
  hotels - Note 8),  the  operations  of which  are  included  in the  Company's
  consolidated  financial  statements.  All of these  leases  are triple net and
  provide for monthly base rent  payments  ranging  from $9,500 to $26,667.  The
  Company leases or subleases  three of these hotels from  partnerships in which
  the Company  owns equity  interests  of up to 16.33%.  These three leases also
  provide for  additional  rent  payments  ranging  from  $36,000 to $72,000 per
  annum,  plus  percentage  rents  equal to 10% of room  revenues  in  excess of
  stipulated amounts. The leases and sub-leases expire through March 23, 2009.

  The five leases, other than the sale/leaseback  hotels,  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  with a  specified
  maximum,  and the others are based on a fixed amount.  At March 31, 1999,  the
  aggregate   purchase   price  for  these  leased   hotels  was   approximately
  $16,230,000.

  Limited partnership guaranteed distributions:
  ---------------------------------------------

  The Company is a general partner in three  partnerships  where the Company has
  guaranteed minimum annual  distributions to the limited partners in the amount
  of 10% of their original capital contributions.

7. INVESTMENTS:
   ------------

   During the first three months of 1999,  the Company  acquired  the  remaining
   ownership interest in one hotel joint venture.  The following is a summary of
   this acquisition:

              Fair value of assets acquired            $    1,570,109
              Cash acquired                                    85,314
                                                       --------------
              Liabilities assumed                      $    1,655,423
                                                       ==============


<PAGE>

                           AMERIHOST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                ================================================


8. SALE/LEASEBACK OF HOTELS:
   -------------------------

   On June 30,  1998,  the Company  completed  the sale of 26  AmeriHost  Inn(R)
   hotels to PMC  Commercial  Trust  ("PMC")  for  $62.2  million.  The  company
   completed the sale of four additional  AmeriHost  Inn(R) hotels to PMC during
   March 1999 for $10.8 million. Upon the sales 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.  BUSINESS SEGMENTS:
    ------------------

    Effective in 1998,  the Company  adopted  Statement of Financial  Accounting
    Standards No. 131,  "Disclosures about Segments of an Enterprise and Related
    Information,"  which  establishes  standards  for the way  companies  report
    information  about operating  segments in both interim and annual  financial
    statements  and  related  disclosures.  The  adoption  did  not  change  the
    Company's reportable segments.  The Company's business is primarily involved
    in five segments: (1) hotel operations,  consisting of the operations of all
    hotels in which the Company has a 100% or majority  ownership  or  leasehold
    interest,  (2) hotel  franchising,  (3)  hotel  development,  consisting  of
    development,  construction and renovation activities,  (4) hotel management,
    consisting  of  hotel  management   activities  and  (5)  employee  leasing,
    consisting  of the  leasing  of  employees  to  various  hotels.  Results of
    operations  of  the  Company's   business   segments  are  reported  in  the
    consolidated  statements of operations.  The following  represents revenues,
    operating costs and expenses, operating income, identifiable assets, capital
    expenditures  and  depreciation  and amortization for the three months ended
    March 31, 1999 and 1998, for each business segment, which is the information
    utilized by the Company's decision makers in managing the business:

      Revenues                                     1999                1998
      --------                               ---------------      -------------

             Hotel operations                 $   12,443,391       $   7,490,686
             Hotel franchising                         -                   -
             Hotel development                       370,745           2,964,577
             Hotel management                        314,656             602,150
             Employee leasing                      1,590,155           2,980,296
                                              --------------       -------------
                                              $   14,718,947       $  14,037,709
                                              ==============       =============
      Operating costs and expenses
      ----------------------------

             Hotel operations                 $   10,503,140       $   6,736,491
             Hotel franchising                        87,381               -
             Hotel development                       403,551           2,810,991
             Hotel management                        284,821             345,966
             Employee leasing                      1,520,093           2,907,667
                                              --------------       -------------
                                              $   12,798,986       $  12,801,115
                                              ==============       =============



<PAGE>



                           AMERIHOST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                ================================================


9.       BUSINESS SEGMENTS (CONTINUED):
         ------------------------------

         Operating income                           1999               1998
         ----------------                      -------------     --------------

                Hotel operations              $     (955,263)     $    (759,325)
                Hotel franchising                    (87,381)             -
                Hotel development                    (39,345)           133,864
                Hotel management                      18,795            166,956
                Employee leasing                      69,162             71,729
                Corporate                           (391,336)          (365,991)
                                              ---------------     --------------
                                              $   (1,385,368)     $    (752,767)
                                              ===============     ==============
         Identifiable assets
         -------------------

                Hotel operations              $   99,211,614      $ 104,076,512
                Hotel franchising                    183,149              -
                Hotel development                    853,145          2,309,240
                Hotel management                     730,028            899,660
                Employee leasing                     944,976            978,985
                Corporate                          7,788,670          7,016,391
                                              --------------      -------------
                                              $  109,711,582      $ 115,280,788
                                              ==============      =============
         Capital Expenditures

                Hotel operations              $    3,740,065      $   3,901,292
                Hotel franchising                      -                  -
                Hotel development                      -                  2,596
                Hotel management                      24,329             18,126
                Employee leasing                       -                  1,380
                Corporate                              8,044              9,996
                                              --------------      -------------
                                              $    3,772,438      $   3,933,390
                                              ==============      =============
         Depreciation/Amortization

                Hotel operations              $    1,127,238      $   1,119,909
                Hotel franchising                      -                  -
                Hotel development                      6,539             19,721
                Hotel management                      11,040             89,227
                Employee leasing                         900                900
                Corporate                              8,802             23,732
                                              --------------      -------------
                                              $    1,154,519      $   1,253,489
                                              ==============      =============



<PAGE>



                           AMERIHOST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
               ==================================================


10. SUBSEQUENT EVENT:
    -----------------

   On May 3, 1999, the Company  commenced a "Dutch Auction"  whereby the Company
    offered to buy back shares of its common stock at a price within a specified
    range.  The Company is  committed  to purchase up to  1,000,000  shares at a
    price determined by the tendering shareholders, ranging from $3.375 to $4.00
    per share.  This  transaction is scheduled to close on June 3, 1999,  unless
    extended by the Company.  The Company plans to purchase the tendered  shares
    with   operational   cash  flow  and,  if   necessary,   proceeds  from  the
    line-of-credit.








<PAGE>



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(R)  hotels,  its
proprietary  brand,  and the  ownership,  operation and  management of AmeriHost
Inn(R) hotels and other mid-price  hotels.  As of March 31, 1999,  there were 77
AmeriHost Inn(R) hotels open, of which 63 were  wholly-owned or leased,  one was
majority-owned,  12 were  minority-owned,  and one was managed for an  unrelated
third party.  A total of 15 AmeriHost  Inn(R) hotels were opened during the past
twelve  months.  The  Company  intends to use the  AmeriHost  Inn(R)  brand when
expanding its hotel operations  segment.  As of March 31, 1999, one wholly-owned
AmeriHost  Inn(R)  hotel was under  construction.  Same  room  revenues  for all
AmeriHost  Inn(R) hotels  (including  minority owned and managed only) increased
approximately  9.3%  during  the first  quarter of 1999,  compared  to the first
quarter of 1998, attributable to an increase of $2.16 in average daily rate, and
a 4.9% increase in occupancy.  These results  relate to the 65 AmeriHost  Inn(R)
hotels that were  operating  for at least  thirteen full months during the three
months ended March 31, 1999.

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  three  months  of 1999  were  consistent  with the
Company's  primary objective of increasing the number of wholly-owned or leased,
Consolidated  AmeriHost Inn(R) hotels.  Due to the Company's focus on developing
and  constructing a significant  number of Consolidated  AmeriHost Inn(R) hotels
during  1998 and the  first  three  months  of 1999,  as well as  acquiring  the
remaining ownership interests in a significant number of AmeriHost Inn(R) hotels
which were previously minority-owned, the Company recognized lower revenues from
the development  and  construction  of hotels for  minority-owned  and unrelated
third  parties   during  1999.  In  addition,   the  Company   disposed  of  one
non-AmeriHost  Inn(R)  hotel  during  the  past  twelve  months,  as part of the
Company's plan to invest all available resources into the AmeriHost Inn(R) 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(R) hotels  increased 140.6% to $10.0
million  during the first quarter of 1999,  from revenues of $4.2 million during
the first quarter of 1998, due to the net addition of 33 Consolidated  AmeriHost
Inn(R) hotels during the past twelve months.  Revenues from the hotel management
and  employee  leasing  segments  decreased  by 46.8% in total  during the first
quarter of 1999,  due primarily to the  acquisition  of the remaining  ownership
interest  in 25  minority-owned  joint  venture  hotels  during the last  twelve
months,  24 of which are AmeriHost  Inn(R)  hotels.  Revenues from  Consolidated
non-AmeriHost  Inn(R) hotels  decreased  26.9% during the first quarter of 1999,
compared  to  1998,  as  a  result  of  the  disposition  of  one   Consolidated
non-AmeriHost  Inn(R) hotel during the second  quarter of 1998.  Total  revenues
increased  4.9% to $14.7 million  during the first  quarter of 1999,  from $14.0
million  during the first  quarter of 1998.  The Company  recorded a net loss of
$1.8  million  for the first  quarter of 1999,  or ($0.29)  per  diluted  share,
compared to a net loss of $1.1 million, or ($0.19) per diluted share in 1998.

After  approximately  10 years of developing and using the AmeriHost Inn(R) name
exclusively  for the Company's  own account and for joint  ventures in which the
Company  maintains an ownership  interest,  the Company has decided to franchise
the  AmeriHost  Inn(R) brand name.  Currently,  the Company is qualified to sell
AmeriHost Inn(R)  franchises in nearly all states and expects to be qualified in
the remaining states by the end of the second quarter.  To date, the Company has
entered into one AmeriHost Inn(R) franchise agreement. However, the Company does
not  anticipate  the  franchising  activity to have a significant  impact on the
operations  of the  Company  in 1999,  and  there can be no  assurance  that the
Company will be successful in selling AmeriHost Inn(R) franchises in the future.


<PAGE>


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 27.5% to $1.3 million during the three
months  ended March 31, 1999,  from $1.0  million  during the three months ended
March 31, 1998. An EBITDA schedule is included herein.

On June 30, 1998, the Company  completed the sale of 26 AmeriHost  Inn(R) hotels
to PMC  Commercial  Trust  ("PMC")  for  $62.2  million.  The  Company  sold  an
additional  four  AmeriHost  Inn(R)  hotels to PMC  during  March 1999 for $10.8
million. 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 89 hotels at March 31, 1999 versus 80
hotels at March 31, 1998 (excluding hotels under  construction).  This increased
ownership was achieved  primarily  through the  development of AmeriHost  Inn(R)
hotels for the  Company's  own account and for  minority-owned  entities.  These
figures include a net increase of 32 Consolidated  hotels,  from 41 at March 31,
1998 to 73 at March 31, 1999.

RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE
         THREE MONTHS ENDED MARCH 31, 1998

Revenues increased 4.9% to $14.7 million during the three months ended March 31,
1999,  from $14.0  million  during the three months  ended March 31,  1998.  The
increase in revenue from the Consolidated  AmeriHost Inn(R) 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(R) hotel operations.

Hotel  operations  revenue  increased  66.1% to $12.4  million  during the three
months  ended March 31, 1999,  from $7.5  million  during the three months ended
March 31, 1998.  Revenues from  Consolidated  AmeriHost  Inn(R) hotels increased
140.6% to $10.0 million during the three months ended March 31, 1999,  from $4.2
million  during the three  months  ended March 31, 1998.  These  increases  were
attributable  primarily to the net addition of 33 Consolidated  AmeriHost Inn(R)
hotels from April 1, 1998  through  March 31,  1999,  including  the addition of
eight newly constructed Consolidated AmeriHost Inn(R) hotels and the acquisition
of additional  ownership  interests in 26 existing hotels causing them to become
Consolidated  AmeriHost Inn(R) hotels.  In addition,  same room revenues for the
Consolidated   AmeriHost   Inn(R)  hotels   increased  11.2%.  The  increase  in
Consolidated  AmeriHost  Inn(R) hotel revenue was offset by a 26.9%  decrease in
Consolidated  other brand hotel  revenue  during the three  month  period.  This
decrease  was the result of the sale of one  non-AmeriHost  Inn(R)  Consolidated
hotel. The hotel  operations  segment included the operations of 73 Consolidated
hotels  (including 64 AmeriHost  Inn(R) hotels)  comprising 5,160 rooms at March
31, 1999,  compared to 41  Consolidated  hotels  (including 31 AmeriHost  Inn(R)
hotels)  comprising  3,275  rooms at  March  31,  1998.  After  considering  the
Company's  ownership interest in the majority-owned  Consolidated  hotels,  this
translates  to 4,891 and 2,955  equivalent  owned rooms as of March 31, 1999 and
1998,  respectively,  or  an  increase  of  65.6%.  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(R) 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.

<PAGE>


Hotel  development  revenue  decreased 87.5% to $370,745 during the three months
ended March 31, 1999,  from $3.0 million during the three months ended March 31,
1998.  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  one hotel for a  minority-owned  entity
during  the first  quarter of 1999,  compared  to five  hotels  during the three
months ended March 31, 1998. The Company also had several additional projects in
various stages of pre-construction development during both three month periods.

Hotel  management  revenue  decreased  47.7% to $314,656 during the three months
ended March 31,  1999,  from  $602,150  during the three  months ended March 31,
1998. The number of hotels managed for third parties and minority-owned entities
decreased  from 47 hotels,  representing  3,655  rooms,  at March 31, 1998 to 20
hotels,  representing 1,817 rooms, at March 31, 1999. The addition of management
contracts for five newly constructed  hotels (312 rooms) was more than offset by
the termination of three  management  contracts (187 rooms) with  minority-owned
entities as a result of the sale of the hotels  (non-AmeriHost  Inn(R)  hotels),
the  termination of 25 management  contracts  (1,604 rooms) with  minority-owned
hotels which became Consolidated hotels due to the Company acquiring  additional
ownership interests, and the termination of four management contracts for hotels
with  unrelated  third parties (359 rooms) as a result of the sale of the hotels
in two of the four instances.

Employee leasing revenue decreased 46.6% to $1.6 million during the three months
ended March 31, 1999,  from $3.0 million during the three months ended March 31,
1998,  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 remained constant at $12.8 million during the
three  months  ended  March 31, 1999 and March 31,  1998,  or 87.0% and 91.2% of
total  revenues  during  the  three  months  ended  March  31,  1999  and  1998,
respectively.  Operating  costs and  expenses  in the hotel  operations  segment
increased  55.9% to $10.5 million  during the three months ended March 31, 1999,
from $6.7 million  during the three months ended March 31, 1998.  This  increase
resulted  primarily  from the net  addition  of 32  Consolidated  hotels to this
segment and is directly related to the 140.6% increase in Consolidated AmeriHost
Inn(R)  revenues  during the three months  ended March 31,  1999,  offset by the
26.9% decrease in  non-AmeriHost  Inn(R) hotel revenues  during the three months
ended March 31, 1999. Hotel operations segment operating costs and expenses as a
percentage of segment  revenue  decreased to 84.4% during the three months ended
March 31,  1999,  from  89.9%  during the three  months  ended  March 31,  1998.
Operating  costs and expenses as a percentage of revenues from the  Consolidated
AmeriHost  Inn(R) hotels  decreased to 81.2% during the three months ended March
31, 1999, from 88.3% during the three months ended March 31, 1998.

Operating costs and expenses for the hotel  development  segment decreased 85.6%
to $403,551  during the three  months  ended March 31,  1999,  from $2.8 million
during the three months ended March 31, 1998, consistent with the 87.5% decrease
in hotel  development  revenues  for the three  months  ended  March  31,  1999.
Operating costs and expenses in the hotel development segment as a percentage of
segment  revenue  increased  during the three  months  ended  March 31, 1999 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
1999  compared  to  1998,  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 decreased 17.7% to $284,821 during the three months
ended March 31,  1999,  from  $345,966  during the three  months ended March 31,
1998.  This decrease was due to the decrease in the number of hotels managed for
minority-owned  hotels and unaffiliated third parties,  offset by the allocation
of preopening  costs  associated  with the hotels opened during the three months
ended March 31, 1998.  Beginning in 1999, all  preopening  costs are expensed as
incurred.  Employee leasing operating costs and expenses decreased 47.7% to $1.5
million  during the three months ended March 31, 1999,  from $2.9 million during
the three  months  ended  March 31,  1998,  which is  consistent  with the 46.6%
decrease in segment revenue for the three months ended March 31, 1999.

Depreciation and amortization  expense decreased 7.9% to $1.2 million during the
three  months ended March 31,  1999,  from $1.3 million  during the three months
ended March 31, 1998. The decrease was primarily  attributable to the completion
of the sale and  leaseback of 26 hotels on June 30, 1998,  plus four  additional
hotels in March 1999,  partially  offset by the net addition of 32  Consolidated
hotels  to the hotel  operations  segment  and the  resulting  depreciation  and
amortization  therefrom.  The Company does not recognize any depreciation on the
assets sold in the sale/leaseback transaction.


<PAGE>


Leasehold  rents - hotels  increased  349.2% to $1.8  million  during  the three
months ended March 31, 1999,  from $393,612  during the three months ended March
31, 1998. This increase was due primarily to the sale and leaseback  transaction
with  PMC.  The  Company  anticipates  leasehold  rents  -  hotels  to  continue
increasing going forward as a result of the sale/leaseback transaction.

Corporate general and administrative  expense increased 11.8% to $382,535 during
the three  months ended March 31, 1999,  from  $342,260  during the three months
ended March 31, 1998, which can be attributed primarily to the overall growth of
the Company.

The Company's  operating loss increased 84.0% to ($1.4) million during the three
months ended March 31, 1999, from ($752,767) during the three months ended March
31, 1998. The following  discussion of operating  income by segment is exclusive
of any  corporate  general  and  administrative  expense.  Operating  loss  from
Consolidated  AmeriHost Inn(R) hotels  increased 26.4% to ($365,537)  during the
three months ended March 31, 1999, from ($289,218) during the three months ended
March 31,  1998.  This  increase in  operating  loss was due to the  significant
number of  Consolidated  AmeriHost  Inn(R) hotels still operating in 1999 during
their  pre-stabilization  period when  revenues  are  typically  lower,  and the
increased  impact of seasonality as the number of Consolidated  AmeriHost Inn(R)
hotels has grown, offset by the increase in same room revenues. Operating income
from the hotel  development  segment decreased to a loss of ($39,345) during the
three  months  ended March 31,  1999,  from income of $133,864  during the three
months ended March 31, 1998.  The  fluctuation  in hotel  development  operating
income  was due to the  timing of hotels  developed  and  constructed  for third
parties and minority-owned  entities during the first quarter of 1999,  compared
with the first quarter of 1998, and the overall decrease in the number of hotels
developed  and  constructed  for  minority-owned  entities and  unrelated  third
parties.  The hotel  management  segment  operating  income  decreased  88.7% to
$18,795 during the three months ended March 31, 1999,  from $166,956  during the
three  months  ended March 31,  1998.  This  decrease  was due  primarily to the
significant  decrease  in the number of hotels  managed for  minority  owned and
unaffiliated  entities,  and the expensing of start-up costs as incurred  during
1999.  Employee  leasing  operating  income decreased 3.6% to $69,162 during the
three months ended March 31,  1999,  from $71,729  during the three months ended
March  31,  1998,  due to the  decrease  in  employee  leasing  agreements  with
minority-owned entities and unrelated third parties.

Interest  expense  increased  5.6% to $1.6 million during the three months ended
March 31, 1999,  from $1.5 million during the three months ended March 31, 1998.
The increase was  attributable  to the  additional  mortgage  financing of newly
constructed and acquired  Consolidated  AmeriHost  Inn(R) hotels,  offset by the
sale and leaseback  transaction  with PMC, whereby the Company did not recognize
any interest expense on the sold hotels after the sale date.

The  Company's  share of equity in income  (loss)  of  affiliates  decreased  to
($165,215)  during the three months ended March 31, 1999, from ($55,921)  during
the three months ended March 31, 1998.  The  fluctuation in equity of affiliates
during the three months ended March 31, 1999, compared to the three months ended
March 31, 1998,  was  primarily  due to the sale of a minority  owned hotel at a
significant  gain  during  the first  quarter of 1998 and the  acquisition  of a
significant  number of minority owned hotels by the Company after March 31, 1998
resulting  in 100%  ownership  positions.  Distributions  from  affiliates  were
$37,229  during the three  months  ended  March 31,  1999,  compared to $238,332
during the three months ended March 31, 1998.

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.


<PAGE>



During the first three months of 1999,  the Company used cash for  operations of
$3.1  million,  compared to using $1.1 million  during the first three months of
1998, or an increase in cash used by operations of $2.0 million. The decrease in
cash flow from  operations  during the first three months of 1999, when compared
to 1998,  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 41 hotels at March 31, 1998 to
73  hotels  at March 31,  1999.  In  addition,  the  first  quarter  of 1999 had
significantly  less revenue from the development and  construction of hotels for
minority-owned  entities,  as the Company continued to focus on the construction
of wholly owned hotels.

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 three  months of 1999,  the
Company received $8.9 million from investing  activities  compared to using $5.4
million during the first three months of 1998.  During the first three months of
1999, the Company received $12.8 million from the sale of five hotels, used $3.8
million to purchase  property and equipment for  Consolidated  AmeriHost  Inn(R)
hotels, and used $257,121 for investments in and advances to affiliates,  net of
distributions  and  collections.  During  the first  three  months of 1998,  the
Company  used cash  primarily  for the  purchase of $3.9 million in property and
equipment  for  Consolidated   AmeriHost   Inn(R)  hotels,   used  $647,558  for
investments in and advances to affiliates, net of distributions and collections,
and used $731,107 for the  acquisition of hotel  partnership  interests,  net of
cash acquired.

Cash used in financing activities was $6.0 million during the first three months
of 1999 compared to cash provided by financing activities of $7.0 million during
the first three months of 1998.  In 1999,  the primary  factors  were  principal
repayments of $9.0  million,  including the repayment of mortgages in connection
with the sale of hotels,  offset by $5.1  million in proceeds  from the mortgage
financing of  Consolidated  hotels,  and net  repayments  of $2.0 million on the
Company's  operating  line-of-credit.  In 1998,  the  contributing  factors were
proceeds of $3.3 million from the mortgage financing of Consolidated hotels, net
of principal  repayments,  and $3.8 million in net proceeds  from the  Company's
operating line-of-credit.

At March  31,  1999,  the  Company  had zero  outstanding  under  its  operating
line-of-credit.  The  operating  line-of-credit  (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 15, 1999. At March 31,
1999,  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.  The Company  plans to repay the 7%
Subordinated  Notes  when due with  operational  cash  flow and,  if  necessary,
proceeds from its line-of-credit.

On May 3, 1999,  the Company  commenced a "Dutch  Auction,"  whereby the Company
offered to buy back  shares of its common  stock at a price  within a  specified
range.  The Company is committed  to purchase up to 1,000,000  shares at a price
determined  by the  tendering  shareholders,  ranging  from  $3.375 to $4.00 per
share.  This transaction is scheduled to close on June 3, 1999,  unless extended
by the  Company.  The  Company  plans  to  purchase  the  tendered  shares  with
operational cash flow and, if necessary, proceeds from its line-of-credit.

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 March 31, 1999, the Company repurchased 146,100 shares of the
Company's Common Stock for approximately $557,000.

The Company  expects cash from  operations to be sufficient to pay all operating
and interest expenses in 1999.



<PAGE>


YEAR 2000

The Year 2000 issue is the result of computer systems that use two digits rather
than four to define the  applicable  year,  which may prevent  such systems from
accurately processing dates ending in the year 2000 and after. This could result
in system  failures or in  miscalculations  causing  disruption  of  operations,
including, but not limited to, an inability to process transactions, to send and
receive  electronic  data,  or to  engage in  routine  business  activities  and
operations.

In 1997, the Company established a Year 2000 task force to develop and implement
a Year  2000  compatibility  program.  The  Company  has  developed  a Year 2000
compatibility plan, and has completed the audit,  assessment and scope phases of
the plan.  The Company has  completed an inventory of the software  applications
that it uses and has determined which applications are not Year 2000 compatible.
The Company's  compatibility  plan includes  purchasing and installing  software
releases which are Year 2000  compatible as well as testing these  systems.  The
Company's goal is to be substantially Year 2000 compatible by August 1, 1999, to
allow for any remaining testing during the remainder of 1999.

In  addition,  the  Company  has begun  evaluating  computer  hardware,  such as
personal  computers,  as well as furniture and  equipment  used at the Company's
hotels.  The Company is presently in the process of evaluating these systems for
Year 2000  compatibility.  The Company's goal is to complete the  remediation of
these systems by June 30, 1999.

In  addition  to  reviewing  its  internal  systems,  the Company has had formal
communications  with its significant  customers,  vendors and freight  companies
concerning Year 2000 compliance,  including electronic commerce. There can be no
assurance  that the systems of other  companies  that  interact with the Company
will be  sufficiently  Year 2000  compatible so as to avoid an adverse impact on
the Company's  operations,  financial  condition and results of operations.  The
Company does not believe  that its  products and services  involve any Year 2000
risks.  The Company does not presently  anticipate that the costs to address the
Year 2000 issue will have a material  adverse effect on the Company's  financial
condition, results of operation or liquidity.

The Company presently anticipates that it will complete its Year 2000 assessment
and remediation by August 1, 1999.  However,  there can be no assurance that the
Company  will be  successful  in  implementing  its Year 2000  remediation  plan
according to the anticipated schedule. In addition, the Company may be adversely
affected by the inability of other  companies  whose  systems  interact with the
Company  to become  Year  2000  compatible  and by  potential  interruptions  of
utility,  communication  or  transportation  systems  as a result  of Year  2000
issues.

Although the Company  expects its internal  systems to be Year 2000 compliant as
described  above,  the Company  intends to prepare a contingency  plan that will
specify what it plans to do if it or important  external  companies are not Year
2000  compatible  in a  timely  manner.  The  Company  expects  to  prepare  its
contingency plan during 1999.

THIS IS A YEAR 2000  READINESS  DISCLOSURE  STATEMENT  WITHIN THE MEANING OF THE
YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT (P.L. 105-271).

This report contains certain forward-looking  statements which involve risks and
uncertainties.  When used in this  report,  the words  "believe,"  "anticipate,"
"think,"  "intend,"  "goal,"  "forecast,"   "expect,"  and  similar  expressions
identify forward-looking statements. Forward-looking statements include, but are
not limited to, statements concerning anticipated income from operations and net
income  for fiscal  1999.  Such  statements  are  subject  to certain  risks and
uncertainties  which would cause actual results to differ  materially from those
expressed or implied by such forward-looking  statements.  Readers are cautioned
not to place undue reliance on those forward-looking statements which speak only
as of the date of this report.

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.

<PAGE>


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

In June 1998, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities," which
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either assets or liabilities in the statement of financial  position and measure
those  instruments  at fair  value.  The  Company,  to date,  has not engaged in
derivative or hedging activities.

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(R)  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.




Item 3. Quantitative And Qualitative Disclosures About Market Risk
- -------

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily to the Company's  long-term debt obligations.  The Company has no cash
flow exposure on its long-term debt  obligations  to changes in market  interest
rates.  The  Company   primarily  enters  into  long-term  debt  obligations  in
connection with the development and financing of hotels. The Company maintains a
mix of fixed and  floating  debt to  mitigate  its  exposure  to  interest  rate
fluctuations.

The Company's  management  believes that  fluctuations  in interest rates in the
near term would not  materially  affect  the  Company's  consolidated  operating
results,  financial  position or cash flows as the  Company  has  limited  risks
related to interest rate fluctuations.



<PAGE>



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

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

                                                   Three Months Ended
                                                        March 31,
                                                 -----------------------
                                               1999                  1998
                                          --------------        ---------------

Revenue                                   $   14,718,947        $   14,037,709


Operating costs and expenses                  12,798,986            12,801,115


                                               1,919,961             1,236,594

Corporate general and administrative            (382,535)             (342,260)

Equity in net income and losses
   of affiliates                                (165,215)              (55,921)


Earnings before minority interests             1,372,211               838,413

Minority interests in earnings of
   consolidated subsidiaries and
   partnerships                                  (38,419)              207,587


Earnings before interest/rent, taxes
  and depreciation/amortization           $    1,333,792        $    1,046,000
                                          ==============        ==============




<PAGE>



                           PART II: Other Information




<PAGE>



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

                       Exhibit No.
                       -----------
                          27.0     Financial Data Schedule


             (b)       Reports on Form 8-K:

                       There  were no  reports  on Form 8-K  filed  during  this
period covered by this report.




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:  May 13, 1999
                                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>                   3-MOS                      3-MOS
<FISCAL-YEAR-END>                      DEC-31-1999                DEC-31-1998
<PERIOD-END>                           MAR-31-1999                MAR-31-1998
<CASH>                                   4,327,374                  2,924,579
<SECURITIES>                                     0                          0
<RECEIVABLES>                            2,953,095                  6,301,598
<ALLOWANCES>                                     0                          0
<INVENTORY>                                      0                          0
<CURRENT-ASSETS>                         9,827,775                 12,744,501
<PP&E>                                  99,480,621                 86,966,665
<DEPRECIATION>                          14,552,162                 10,732,697
<TOTAL-ASSETS>                         109,771,582                100,304,176
<CURRENT-LIABILITIES>                   13,934,136                 17,336,091
<BONDS>                                          0                          0
                            0                          0
                                      0                          0
<COMMON>                                    30,332                     31,061
<OTHER-SE>                              16,440,835                 20,428,928
<TOTAL-LIABILITY-AND-EQUITY>           109,711,582                100,304,176
<SALES>                                 14,718,947                 14,037,709
<TOTAL-REVENUES>                        14,718,947                 14,037,709
<CGS>                                   12,798,986                 12,801,115
<TOTAL-COSTS>                           12,798,986                 12,801,115
<OTHER-EXPENSES>                         3,305,329                  1,989,361
<LOSS-PROVISION>                                 0                          0
<INTEREST-EXPENSE>                       1,553,587                  1,471,089
<INCOME-PRETAX>                         (2,892,991)                (1,913,091)
<INCOME-TAX>                            (1,128,000)                  (784,000)
<INCOME-CONTINUING>                     (1,764,991)                (1,129,091)
<DISCONTINUED>                                   0                          0
<EXTRAORDINARY>                                  0                          0
<CHANGES>                                        0                          0
<NET-INCOME>                            (1,764,991)                (1,129,091)
<EPS-PRIMARY>                                (0.29)                     (0.18)
<EPS-DILUTED>                                (0.29)                     (0.19)
        


</TABLE>


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