TABLE OF CONTENTS




|                                                                                                                |                                                                |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  |  | 
|FORM 10-Q                                                                                                      
|PART I                                                                                                         
|ITEM 1. FINANCIAL STATEMENTS                                                                                   
|BOYKIN LODGING COMPANY CONSOLIDATED BALANCE SHEETS                                                             
|BOYKIN LODGING COMPANY CONSOLIDATED STATEMENTS OF INCOME                                                       
|BOYKIN LODGING COMPANY CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY                                          
|BOYKIN LODGING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   
|BOYKIN LODGING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                              
|                                                                                                                | 1. BACKGROUND:                                                
|                                                                                                                | 2. ACQUISITIONS AND DISPOSITION OF HOTEL PROPERTIES           
|                                                                                                                | 3. NET INCOME PER SHARE AND PARTNERSHIP UNIT:                 
|                                                                                                                | 4. INTERCOMPANY CONVERTIBLE NOTE:                             
|                                                                                                                | 5. CREDIT FACILITY:                                           
|                                                                                                                | 6. TERM NOTES PAYABLE:                                        
|                                                                                                                | 7. EXTRAORDINARY ITEM:                                        
|                                                                                                                | 8. PERCENTAGE LEASE AGREEMENTS:                               
|                                                                                                                | 9. RELATED PARTY TRANSACTIONS:                                
|                                                                                                                | 10. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:        
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS               
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS     
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS     
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                                                                                | 1. DESCRIPTION OF BUSINESS:                                   
|                                                                                                                | 2. ORGANIZATION:                                              
|                                                                                                                | 3. BASIS OF PRESENTATION:                                     
|                                                                                                                | 4. PERCENTAGE LEASE AGREEMENTS:                               
|                                                                                                                | 5. RELATED PARTY TRANSACTIONS:                                
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS                  
|                                                                                                                | BACKGROUND AND BUSINESS STRATEGIES                            
|                                                                                                                | BOYKINS FORMATION AND SIGNIFICANT EVENTS                     
|                                                                                                                | THIRD QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2000
|                                                                                                                | RESULTS OF OPERATIONS                                         
|                                                                                                                | BMC                                                           
|                                                                                                                | LIQUIDITY AND CAPITAL RESOURCES                               
|                                                                                                                | RECENT REIT LEGISLATION                                       
|                                                                                                                | INFLATION                                                     
|                                                                                                                | SEASONALITY                                                   
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                             
|PART II                                                                                                        
|FORWARD LOOKING STATEMENTS                                                                                     
|EXHIBIT INDEX                                                                                                  
|Exhibit 27 -- Financial Data Schedule                                                                          



---



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




FORM 10-Q

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

|                                                  |  |                                 
|------------------------------------------------- |  | --------------------------------
|For the quarterly period ended September 30, 2000 |  | Commission file number 001-11975

Boykin Lodging Company(Exact Name of Registrant as Specified in Its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-1824586                          
|                                                               |  |                                     
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                              
|Guildhall Building, Suite 1500,                               
|                                                              
|                                                              
|                                                              
|                                                              
|45 W. Prospect Avenue                                         
|                                                              
|                                                              
|                                                              
|                                                              
|Cleveland, Ohio                                                |  | 44115                               
|                                                               |  |                                     
|(Address of Principal Executive Office)                        |  | (Zip Code)                          



(216) 430-1200


---

(Registrants telephone number, including area code)


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

The number of common shares, without par value, outstanding as of November
10, 2000: 17,150,253





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##### Table of Contents






PART I




ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

|                                                                      |                                                                           |                                         |  |    |    | 
|--------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------- |  | -- | -- | 
|BOYKIN LODGING COMPANY:                                              
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Balance Sheets as of September 30, 2000 (unaudited) and     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | December 31, 1999                       |  |    | 3  | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Statements of Income for the Three and Nine Months Ended    
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | September 30, 2000 and 1999 (unaudited) |  |    | 4  | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Statement of Shareholders Equity for the Nine Months Ended 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | September 30, 2000 (unaudited)          |  |    | 5  | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Statements of Cash Flows for the Nine Months Ended          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | September 30, 2000 and 1999 (unaudited) |  |    | 6  | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Notes to Consolidated Financial Statements                                |                                         |  | 7  |   
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND SUBSIDIARIES:
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Balance Sheets as of September 30, 2000 (unaudited) and     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | December 31, 1999                       |  |    | 13 | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Statements of Operations for the Three and Nine Months Ended
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | September 30, 2000 and 1999 (unaudited) |  |    | 14 | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Consolidated Statements of Cash Flows for the Nine Months Ended          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                           | September 30, 2000 and 1999 (unaudited) |  |    | 15 | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Notes to Consolidated Financial Statements                                |                                         |  | 16 |   

2



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##### Table of Contents






BOYKIN LODGING COMPANYCONSOLIDATED BALANCE SHEETSAS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(dollar amounts in thousands)

|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |         |   | 
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------- | ------------------ | - | ----------------- | ------- | ------- | - | 
|                                            |                                                                                                                                                                     |        |         | (Unaudited)       
|                                            |                                                                                                                                                                     |        |         | September 30, 2000 |   | December 31, 1999
|                                            |                                                                                                                                                                     |        |         |                    |   |                  
|                                            |                                                                                                                                                                     | ASSETS
|                                           
|                                           
|                                           
|                                           
|Investment in hotel properties, net         |                                                                                                                                                                     | $      | 574,515 |                    |   | $                 | 584,875 |        
|                                           
|                                           
|                                           
|                                           
|Cash and cash equivalents                   |                                                                                                                                                                     |        | 4,512   |                    |   |                   | 3,971   |        
|                                           
|                                           
|                                           
|                                           
|Rent receivable from lessees:              
|                                           
|                                           
|                                           
|                                           
|                                            | Related party lessees                                                                                                                                               |        |         | 10,171             |   |                   |         | 4,280   |  
|                                           
|                                           
|                                           
|                                           
|                                            | Third party lessees                                                                                                                                                 |        |         | 1,540              |   |                   |         | 430     |  
|                                           
|                                           
|                                           
|                                           
|Deferred expenses, net                      |                                                                                                                                                                     |        | 6,476   |                    |   |                   | 3,660   |        
|                                           
|                                           
|                                           
|                                           
|Restricted cash                             |                                                                                                                                                                     |        | 6,805   |                    |   |                   | 3,572   |        
|                                           
|                                           
|                                           
|                                           
|Investment in unconsolidated joint ventures |                                                                                                                                                                     |        | 10,536  |                    |   |                   | 4,369   |        
|                                           
|                                           
|                                           
|                                           
|Other assets                                |                                                                                                                                                                     |        | 2,292   |                    |   |                   | 946     |        
|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |        
|                                            |                                                                                                                                                                     | $      | 616,847 |                    |   | $                 | 606,103 |        
|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |        
|                                            | LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                               
|                                           
|                                           
|                                           
|                                           
|Borrowings against credit facility          |                                                                                                                                                                     | $      | 31,500  |                    |   | $                 | 119,000 |        
|                                           
|                                           
|                                           
|                                           
|Term notes payable                          |                                                                                                                                                                     |        | 282,417 |                    |   |                   | 175,000 |        
|                                           
|                                           
|                                           
|                                           
|Accounts payable and accrued expenses       |                                                                                                                                                                     |        | 10,966  |                    |   |                   | 8,799   |        
|                                           
|                                           
|                                           
|                                           
|Dividends/distributions payable             |                                                                                                                                                                     |        | 6,789   |                    |   |                   | 8,700   |        
|                                           
|                                           
|                                           
|                                           
|Due to lessees:                            
|                                           
|                                           
|                                           
|                                           
|                                            | Related party lessees                                                                                                                                               |        |         | 530                |   |                   |         | 796     |  
|                                           
|                                           
|                                           
|                                           
|                                            | Third party lessees                                                                                                                                                 |        |         | 699                |   |                   |         | 1,815   |  
|                                           
|                                           
|                                           
|                                           
|Minority interest in joint ventures         |                                                                                                                                                                     |        | 8,101   |                    |   |                   | 7,755   |        
|                                           
|                                           
|                                           
|                                           
|Minority interest in operating partnership  |                                                                                                                                                                     |        | 9,800   |                    |   |                   | 10,508  |        
|                                           
|                                           
|                                           
|                                           
|Shareholders equity:                      
|                                           
|                                           
|                                           
|                                           
|                                            | Preferred shares, without par value; 10,000,000 shares
Authorized; no shares issued and outstanding                                                                 |        |         |                   |   |                   |         |        |  
|                                           
|                                           
|                                           
|                                           
|                                            | Common shares, without par value; 40,000,000 shares
Authorized; 17,140,787 and 17,106,242 shares outstanding
September 30, 2000 and December 31, 1999, respectively |        |         |                   |   |                   |         |        |  
|                                           
|                                           
|                                           
|                                           
|                                            | Additional paid-in capital                                                                                                                                          |        |         | 311,442            |   |                   |         | 310,396 |  
|                                           
|                                           
|                                           
|                                           
|                                            | Retained deficit                                                                                                                                                    |        |         | (43,633            | ) |                   |         | (35,434 | )
|                                           
|                                           
|                                           
|                                           
|                                            | Unearned compensation restricted shares                                                                                                                            |        |         | (1,764             | ) |                   |         | (1,232  | )
|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |        
|                                            | Total shareholders equity                                                                                                                                          |        |         | 266,045            |   |                   |         | 273,730 |  
|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |        
|                                            |                                                                                                                                                                     | $      | 616,847 |                    |   | $                 | 606,103 |        
|                                            |                                                                                                                                                                     |        |         |                    |   |                   |         |        



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

3



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##### Table of Contents






BOYKIN LODGING COMPANYCONSOLIDATED STATEMENTS OF INCOMEFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited, amounts in thousands except for per share data)

|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |        |   |  | 
|------------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------- | ------ | ------ | ------------------ | - | ----------------- | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | - |  | 
|                                                        |                                                                    |                                                     |        |        | Three Months Ended |   | Nine Months Ended
|                                                        |                                                                    |                                                     |        |        | September 30,      |   | September 30,    
|                                                        |                                                                    |                                                     |        |        |                    |   |                  
|                                                        |                                                                    |                                                     |        |        | 2000               |   | 1999              |        | 2000 |   | 1999  
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |       
|Revenues:                                              
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Lease revenue from related party                                   |                                                     | $      | 20,717 |                    |   | $                 | 20,792 |      |   | $      | 56,399 |   |   | $      | 55,960 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other lease revenue                                                |                                                     |        | 3,526  |                    |   |                   | 3,529  |      |   |        | 11,367 |   |   |        | 11,608 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Revenues related to hotel operations                               |                                                     |        | 1,768  |                    |   |                   |       |      |   |        | 5,032  |   |   |        |       |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest and other income                                          |                                                     |        | 589    |                    |   |                   | 522    |      |   |        | 936    |   |   |        | 685    |  
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|                                                        |                                                                    |                                                     | 26,600 |        |                    |   | 24,843            |        |      |   | 73,734 |        |   |   | 68,253 |       
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|Expenses:                                              
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Real estate related depreciation and amortization                  |                                                     |        | 7,482  |                    |   |                   | 7,259  |      |   |        | 22,691 |   |   |        | 21,506 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Real estate and personal property taxes,
insurance and ground rent |                                                     |        | 2,666  |                    |   |                   | 2,731  |      |   |        | 7,940  |   |   |        | 8,201  |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | General and administrative                                         |                                                     |        | 1,477  |                    |   |                   | 1,516  |      |   |        | 4,371  |   |   |        | 4,519  |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Expenses related to hotel operations                               |                                                     |        | 1,519  |                    |   |                   |       |      |   |        | 4,016  |   |   |        |       |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest expense                                                   |                                                     |        | 6,367  |                    |   |                   | 5,238  |      |   |        | 17,768 |   |   |        | 15,222 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Amortization of deferred financing costs                           |                                                     |        | 348    |                    |   |                   | 224    |      |   |        | 882    |   |   |        | 542    |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Gain on property insurance recovery                                |                                                     |        |       |                    |   |                   |       |      |   |        | (407   | ) |   |        |       |  
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|                                                        |                                                                    |                                                     | 19,859 |        |                    |   | 16,968            |        |      |   | 57,261 |        |   |   | 49,990 |       
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|Equity income (loss) of unconsolidated joint ventures   |                                                                    |                                                     | 104    |        |                    |   | (33               | )      |      |   | 56     |        |   |   | (33    | )     
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|Income before minority
interests and extraordinary item |                                                                    |                                                     | 6,845  |        |                    |   | 7,842             |        |      |   | 16,529 |        |   |   | 18,230 |       
|                                                        |                                                                    | Minority interest in joint ventures                 |        | (179   | )                  |   |                   | (155   | )    |   |        | (438   | ) |   |        | (487   | )
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                    | Minority interest in operating partnership          |        | (447   | )                  |   |                   | (533   | )    |   |        | (1,035 | ) |   |        | (1,177 | )
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|Income before extraordinary item                        |                                                                    |                                                     | 6,219  |        |                    |   | 7,154             |        |      |   | 15,056 |        |   |   | 16,566 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                    | Extraordinary item loss on early extinguishment of
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                    | debt, net of minority interest of $59               |        | (686   | )                  |   |                   |       |      |   |        | (686   | ) |   |        |       |  
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|                                                       
|                                                       
|                                                       
|                                                       
|Net income applicable to common shares                  |                                                                    | $                                                   | 5,533  |        |                    | $ | 7,154             |        |      | $ | 14,370 |        |   | $ | 16,566 |       
|                                                        |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|Earnings per share:                                    
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Basic                                                              |                                                     | $      | .32    |                    |   | $                 | .42    |      |   | $      | .84    |   |   | $      | .97    |  
|                                                        | Diluted                                                            |                                                     | $      | .32    |                    |   | $                 | .42    |      |   | $      | .83    |   |   | $      | .97    |  
|                                                       
|                                                       
|                                                       
|                                                       
|Weighted average number of common shares outstanding:   |                                                                    |                                                     |        |        |                    |   |                   |        |      |   |        |        |   |   |        |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Basic                                                              |                                                     |        | 17,139 |                    |   |                   | 17,059 |      |   |        | 17,134 |   |   |        | 17,050 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Diluted                                                            |                                                     |        | 17,316 |                    |   |                   | 17,059 |      |   |        | 17,317 |   |   |        | 17,050 |  

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

4



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##### Table of Contents






BOYKIN LODGING COMPANYCONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITYFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(unaudited, dollar amounts in thousands)

|                            |                                             |  |            |        |         |   |            |       |              |   |         |         |   |   |        |      |   |   |         |         |  
|--------------------------- | ------------------------------------------- |  | ---------- | ------ | ------- | - | ---------- | ----- | ------------ | - | ------- | ------- | - | - | ------ | ---- | - | - | ------- | ------- | -
|                            |                                             |  |            |        |         |   | Additional
|                            |                                             |  | Common     |        | Paid-In |   | Retained   |       | Unearned    
|                            |                                             |  | Shares     |        | Capital |   | Deficit    |       | Compensation |   | Total  
|                            |                                             |  |            |        |         |   |            |       |              |   |        
|Balance, December 31, 1999  |                                             |  | 17,106,242 |        |         | $ | 310,396    |       |              | $ | (35,434 | )       |   | $ | (1,232 | )    |   | $ | 273,730 |        
|                           
|                           
|                           
|                           
|                            | Issuance of common shares                   |  |            | 34,545 |         |   |            | 1,046 |              |   |         |        |   |   |        | (865 | ) |   |         | 181     |  
|                           
|                           
|                           
|                           
|                            | Dividends declared $1.305 per
common share |  |            |       |         |   |            |      |              |   |         | (22,569 | ) |   |        |     |   |   |         | (22,569 | )
|                           
|                           
|                           
|                           
|                            | Amortization of unearned compensation       |  |            |       |         |   |            |      |              |   |         |        |   |   |        | 333  |   |   |         | 333     |  
|                           
|                           
|                           
|                           
|                            | Net income                                  |  |            |       |         |   |            |      |              |   |         | 14,370  |   |   |        |     |   |   |         | 14,370  |  
|                            |                                             |  |            |        |         |   |            |       |              |   |         |         |   |   |        |      |   |   |         |        
|Balance, September 30, 2000 |                                             |  | 17,140,787 |        |         | $ | 311,442    |       |              | $ | (43,633 | )       |   | $ | (1,764 | )    |   | $ | 266,045 |        
|                            |                                             |  |            |        |         |   |            |       |              |   |         |         |   |   |        |      |   |   |         |        

The accompanying notes to consolidated financial statements
are an integral part of this statement.

5



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##### Table of Contents






BOYKIN LODGING COMPANYCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited, amounts in thousands)

|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |        |         |   |         |  
|------------------------------------- | -------------------------------------------------------------------------------------- | -------------------------------------------------------------- | - | ---------------------------------------------------------------- | -------- | ---- | ------- | ------ | ------- | - | ------- | -
|                                      |                                                                                        |                                                                |   |                                                                  |          | 2000 |         | 1999  
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|Cash flows from operating activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Net income                                                                             |                                                                | $ | 14,370                                                           |          |      | $       | 16,566 |        
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net income to net cash flow provided by
operating activities-
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Extraordinary item- noncash loss on early extinguishment of debt |          |      | 686     |        |         |   |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Gain on property insurance recovery                              |          |      | (407    | )      |         |   |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Depreciation and amortization                                    |          |      | 23,573  |        |         |   | 22,048  |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Amortization of unearned compensation                            |          |      | 333     |        |         |   | 234     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Equity (income) loss of unconsolidated joint ventures            |          |      | (56     | )      |         |   | 33      |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Minority interests                                               |          |      | 1,473   |        |         |   | 1,664   |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Changes in assets and liabilities-                              
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Rent receivable                                                  |          |      | (7,001  | )      |         |   | (3,590  | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Restricted cash                                                  |          |      | (3,233  | )      |         |   | 526     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Other                                                            |          |      | (1,346  | )      |         |   | 31      |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Accounts payable and accrued expenses                            |          |      | 2,167   |        |         |   | 2,665   |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Due to lessees                                                   |          |      | (1,382  | )      |         |   | (3,263  | )
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|                                      |                                                                                        |                                                                |   | Net cash flow provided by operating activities                   |          |      | 29,177  |        |         |   | 36,914  |  
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|Cash flows from investing activities:
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Improvements and additions to hotel properties                 |   |                                                                  | (13,062  | )    |         |        | (16,481 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Net proceeds from property
insurance recovery                  |   |                                                                  | 1,186    |      |         |        |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Investment in unconsolidated joint ventures                    |   |                                                                  | (6,270   | )    |         |        | (4,347  | )
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                                |   | Net cash flow used for investing activities                      |          |      | (18,146 | )      |         |   | (20,828 | )
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|Cash flows from financing activities:
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Payments of dividends and distributions                        |   |                                                                  | (26,165  | )    |         |        | (25,908 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Borrowings against credit facility                             |   |                                                                  | 31,500   |      |         |        | 7,000   |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Repayment of borrowings against credit facility                |   |                                                                  | (119,000 | )    |         |        |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Term note borrowings                                           |   |                                                                  | 108,000  |      |         |        |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Repayment of term note                                         |   |                                                                  | (583     | )    |         |        |        |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Payment of deferred financing costs                            |   |                                                                  | (4,488   | )    |         |        | (522    | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Net proceeds from issuance of common shares                    |   |                                                                  | 181      |      |         |        | 717     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Proceeds from issuance of share warrant                        |   |                                                                  |         |      |         |        | 500     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Distributions to joint venture minority interest partners, net |   |                                                                  | (92      | )    |         |        | (323    | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Distributions received from unconsolidated joint venture       |   |                                                                  | 157      |      |         |        |        |  
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|                                      |                                                                                        |                                                                |   | Net cash flow used for financing activities                      |          |      | (10,490 | )      |         |   | (18,536 | )
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|                                      | Net change in cash and cash equivalents                                                |                                                                |   | 541                                                              |          |      |         | (2,450 | )      
|                                     
|                                     
|                                     
|                                     
|                                      | Cash and cash equivalents, beginning of period                                         |                                                                |   | 3,971                                                            |          |      |         | 5,643  |        
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       
|                                      | Cash and cash equivalents, end of period                                               |                                                                | $ | 4,512                                                            |          |      | $       | 3,193  |        
|                                      |                                                                                        |                                                                |   |                                                                  |          |      |         |       

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

6



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##### Table of Contents






BOYKIN LODGING COMPANYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSEPTEMBER 30, 2000
(dollar amounts in thousands except share and per share data)




1. BACKGROUND:

Boykin Lodging Company (Boykin) is a real estate investment trust that
owns hotels throughout the United States and leases its properties to
established hotel operators. As of September 30, 2000, Boykin owned interests
in 33 hotels containing a total of 9,236 guestrooms located in nineteen states.

Boykins principal source of revenue is lease payments from lessees
pursuant to percentage lease agreements. Percentage lease revenue is based
upon the room, food and beverage and other revenues of Boykins hotels. The
lessees ability to make payments to Boykin pursuant to the percentage leases
is dependent primarily upon the operations of the hotels. Boykin Management
Company Limited Liability Company (BMC) and certain of its subsidiaries
currently lease and/or manage 28 of the 33 hotels in which Boykin has ownership
interests. Since a significant portion of Boykins revenue is received from
BMC and its subsidiaries, the financial statements and footnotes of BMC and its
subsidiaries, contained within this Form 10-Q and Boykins December 31, 1999
Form 10-K, should be read in conjunction with Boykins financial statements and
footnotes.

Formation and Significant Events

In November 1996, Boykin completed its initial public offering (IPO),
and through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), acquired nine hotel properties and leased them to BMC. BMC is
owned by Robert W. Boykin, Chairman, President and Chief Executive Officer of
Boykin Lodging Company (53.8%), and his brother, John E. Boykin (46.2%). The
Partnership acquired eight additional hotel properties in 1997 using remaining
proceeds from the IPO and borrowings under Boykins credit facility.

In February 1998, Boykin completed a follow-on public equity offering of
4,500,000 common shares. The net proceeds of approximately $106,313 were
contributed to the Partnership and used to pay down existing indebtedness under
the credit facility, purchase limited partnership units from two unaffiliated
limited partners, fund the acquisitions of two hotels purchased in March 1998
and for general corporate purposes.

In May 1998, Boykin completed its merger with Red Lion Inns Limited
Partnership, in which Boykin acquired Red Lion Inns Operating L.P. (OLP),
which owns a portfolio of ten DoubleTree-licensed hotels. In the transaction,
Boykin issued 3,109,606 common shares and paid approximately $35,305 in cash to
the Red Lion limited partners and general partner. The total consideration
value, including assumed liabilities of approximately $155,710 and common
shares issued valued at $80,333, was $271,348.

In February 1999, Boykin formed a joint venture with AEW Partners III,
L.P. (AEW), an investment partnership managed by AEW Capital Management,
L.P., a Boston-based real estate investment firm. Boykin formed the joint
venture with AEW to take advantage of acquisition opportunities in the lodging
industry. In August 1999, the Boykin/AEW venture acquired a hotel in downtown
Chicago.

Consolidated Joint Ventures

Boykin currently has strategic alliances with three hotel operators and
owns four hotels with them through joint venture structures. The following
table sets forth the joint ventures established with these hotel operators:

|                       |  |                   |           |            |  |            |    |                                 |  |  |    |   |  |                                         |  | 
|---------------------- |  | ----------------- | --------- | ---------- |  | ---------- | -- | ------------------------------- |  |  | -- | - |  | --------------------------------------- |  | 
|                       |  |                   |           |            |  | Boykin     |    | Lessee/JV                      
|                       |  |                   |           |            |  | Ownership  |    | Ownership                      
|Name of Joint Venture  |  | Lessee/JV Partner |           | Percentage |  | Percentage |    | Hotel Owned Under Joint Venture
|                       |  |                   |           |            |  |            |    |                                
|BoyStar Ventures, L.P. |  |                   | MeriStar  |            |  |            | 91 | %                               |  |  | 9  | % |  | Holiday Inn Minneapolis West           
|                      
|                      
|                      
|                      
|Shawan Road Hotel L.P. |  |                   | Davidson  |            |  |            | 91 | %                               |  |  | 9  | % |  | Marriott's Hunt Valley Inn             
|                      
|                      
|                      
|                      
|Boykin San Diego LLC   |  |                   | Outrigger |            |  |            | 91 | %                               |  |  | 9  | % |  | Hampton Inn San Diego Airport/Sea World
|                      
|                      
|                      
|                      
|Boykin Kansas City LLC |  |                   | MeriStar  |            |  |            | 80 | %                               |  |  | 20 | % |  | DoubleTree Kansas City                 



7



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##### Table of Contents



Effective February 1, 2000, Boykin took over the operations of the
Radisson Hotel Mt. Laurel under REIT tax regulations related to foreclosure
properties. The hotel was previously owned 85% by Boykin under a joint venture
agreement with an affiliate of Radisson Hotels Worldwide (Radisson) and was
leased to the Radisson affiliate. Under the terms of the agreement with
Radisson, the lease was terminated and Boykin obtained a 100% interest in the
hotel. The hotel is managed by a wholly-owned subsidiary of BMC pursuant to a
management agreement.

Unconsolidated Joint Ventures

Under the Boykin/AEW joint venture agreement, AEW will provide up to
$50,000 of equity capital for the joint venture, and Boykin will provide up to
$17,000 and serve as the operating member of the joint venture. Because of the
non-controlling nature of its 25% ownership interest in the joint venture,
Boykin accounts for its investment using the equity method.

After the end of the two-year investment period, AEW has the option to
acquire Boykin convertible preferred shares in exchange for its capital
invested in the joint venture. Pursuant to the venture agreements, AEW also
purchased a warrant for $500, which gives AEW the right to buy up to $20,000 of
Boykins preferred or common shares (at Boykins election) for $16.48 per
share. As of September 30, 2000, subject to certain contingencies, based upon
their capital invested in the joint venture, AEW had the option to acquire
preferred shares convertible into 791,191 common shares after February 2001 at
$16.48 per share.

In August 1999, the Boykin/AEW venture partnered with a private investor,
forming Boykin Chicago, LLC, and purchased the 421-room Executive Plaza Hotel
located in Chicago, Illinois. Boykin/AEW has a 75% interest in Boykin Chicago.
In September 2000, Boykin purchased the 25% ownership interest in Boykin
Chicago, LLC from the private investor for $6,270, thereby increasing Boykins
total ownership percentage in the hotel from 18.75% to 43.75%.

Basis of Presentation

The separate financial statements of Boykin, the Partnership, OLP, and the
consolidated joint ventures discussed above are consolidated because Boykin
exercises unilateral control over these entities. All significant intercompany
transactions and balances have been eliminated.

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in Boykins Annual Report
on Form 10-K for the year ended December 31, 1999.

Reclassifications

Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation.




2. ACQUISITIONS AND DISPOSITION OF HOTEL PROPERTIES

In September 2000, Boykin transferred ownership of its Cleveland Marriott East
in Beachwood, Ohio, to Hilton Hotels Corporation (Hilton). In exchange,
Boykin obtained from Hilton a 239-suite Doubletree Guest Suites hotel in
Southfield, Michigan and a 290-room Doubletree hotel in San Antonio, Texas. The
transaction was accounted for as a like-kind exchange of similar assets with
the net book value of the Beachwood hotel being carried forward at cost and
allocated to the Southfield and San Antonio hotels with no gain or loss
recognized. These properties are leased to and managed by BMC under long-term
percentage lease agreements. The operating results of the new properties have
been included in the accompanying consolidated financial statements commencing
on the date of acquisition.

8



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##### Table of Contents






3. NET INCOME PER SHARE AND PARTNERSHIP UNIT:

Boykins basic and diluted earnings per share for three and nine months
ended September 30, 2000 under SFAS No. 128, Earnings per Share are as
follows:

|         |                                  |  |                    |      |                   |  |      |     |      |  |   |      |   |  |   |     | 
|-------- | -------------------------------- |  | ------------------ | ---- | ----------------- |  | ---- | --- | ---- |  | - | ---- | - |  | - | --- | 
|         |                                  |  | Three Months Ended |      | Nine Months Ended
|         |                                  |  | September 30,      |      | September 30,    
|         |                                  |  |                    |      |                  
|         |                                  |  | 2000               |      | 1999              |  | 2000 |     | 1999
|         |                                  |  |                    |      |                   |  |      |     |     
|Basic:  
|        
|        
|        
|        
|         | Income before extraordinary item |  | $                  | .36  |                   |  | $    | .42 |      |  | $ | .88  |   |  | $ | .97 | 
|        
|        
|        
|        
|         | Extraordinary
item, net          |  |                    | (.04 | )                 |  |      |    |      |  |   | (.04 | ) |  |   |    | 
|         |                                  |  |                    |      |                   |  |      |     |      |  |   |      |   |  |   |    
|         | Net income per share             |  | $                  | .32  |                   |  | $    | .42 |      |  | $ | .84  |   |  | $ | .97 | 
|        
|        
|        
|        
|Diluted:
|        
|        
|        
|        
|         | Income before extraordinary item |  | $                  | .36  |                   |  | $    | .42 |      |  | $ | .87  |   |  | $ | .97 | 
|        
|        
|        
|        
|         | Extraordinary item, net          |  |                    | (.04 | )                 |  |      |    |      |  |   | (.04 | ) |  |   |    | 
|         |                                  |  |                    |      |                   |  |      |     |      |  |   |      |   |  |   |    
|        
|        
|        
|        
|         | Net income per share             |  | $                  | .32  |                   |  | $    | .42 |      |  | $ | .83  |   |  | $ | .97 | 

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period. Diluted earnings per share adjusts the
weighted average shares outstanding for the effect of all dilutive securities.
At September 30, 2000 and 1999, a total of 1,291,114 limited partnership units
were issued and outstanding. The basic weighted average number of common shares
and limited partnership units outstanding for the three and nine months ended
September 30, 2000 was 18,430,349 and 18,425,153 respectively. The diluted
weighted average number of common shares and limited partnership units
outstanding for the three and nine months ended September 30, 2000 was
18,606,935 and 18,608,477 respectively.




4. INTERCOMPANY CONVERTIBLE NOTE:

At the time of the IPO, Boykin loaned $40,000 to the Partnership in
exchange for an intercompany convertible note that matures in November 2001.
Interest on the note accrues at a rate equal to 9.75% and is payable quarterly.
The note may be prepaid in full, but not in part, at any time. Boykin has the
right to convert the note, prior to maturity and in advance of any proposed
prepayment by the Partnership, into additional equity interests in the
Partnership at face value based on the $20 per share IPO price of Boykins
common shares. The note is secured by mortgages on certain hotel properties.




5. CREDIT FACILITY:

In July 2000, Boykin entered into a new secured credit facility with a
group of banks which enables Boykin to borrow up to $100,000, subject to
borrowing base and loan-to-value limitations, at a rate that fluctuates at
LIBOR plus 2.25% to 2.75%, (9.0% as of September 30, 2000), as defined. Boykin
is required to pay a .25% fee on the unused portion of the credit facility. The
facility expires on July 11, 2003 and contains a one-year extension option. The
credit facility is secured by seven hotel properties. The new facility
replaced Boykins previous $175,000 credit facility. Outstanding borrowings
against each respective credit facility at September 30, 2000 and December 31,
1999 were $31,500 and $119,000, respectively.

The credit facility requires Boykin, among other things, to maintain a
minimum net worth, a coverage ratio of EBITDA to debt service, and a coverage
ratio of EBITDA to debt service and fixed charges. Further, Boykin is required
to maintain the franchise agreement at each hotel and to maintain its REIT
status. Boykin was in compliance with its covenants at September 30, 2000 and
December 31, 1999.




6. TERM NOTES PAYABLE:

OLP has a $130,000 term loan agreement that expires in June 2023 and may
be prepaid without penalty or defeasance after May 21, 2008. The loan bears
interest at a fixed rate of 6.9% until May 2008, and at a new fixed

9



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##### Table of Contents



rate to be
determined thereafter. The loan required interest-only payments until June
2000, with principal repayments commencing thereafter based on a 25-year
amortization schedule. The loan is secured by ten Doubletree hotels. Under
covenants in the loan agreement, assets of OLP are not available to pay the
creditors of any other Boykin entity, except to the extent of permitted cash
distributions from OLP to Boykin. Likewise, the assets of other entities are
not available to pay the creditors of OLP. The loan agreement also requires OLP
to hold funds in escrow for the payment of capital expenditures, insurance and
real estate taxes and requires OLP to maintain certain financial covenants. OLP
was in compliance with these covenants at September 30, 2000 and December 31,
1999.

Boykin has a $45,000 term loan agreement that expires in October 2002,
with two additional one-year extensions, subject to the satisfaction of certain
financial covenants, as defined in the agreement. The loan is secured by three
hotel properties and bears interest at a rate that fluctuates with LIBOR plus
2% (8.6% at September 30, 2000). The loan agreement requires Boykin, among
other things, to maintain a minimum net worth, a coverage ratio of EBITDA to
debt service and fixed charges, and to maintain a leverage ratio below a
specified level. Boykin is required to maintain the franchise agreement at each
hotel and to maintain its REIT status. Boykin was in compliance with its
covenants at September 30, 2000 and December 31, 1999.

In July 2000, Boykin Holding, LLC (BHC), a wholly-owned subsidiary of
the Partnership, entered into a $108,000 term loan agreement. The loan matures
in July 2003 and contains two one-year extension options. The loan is secured
by nine hotel properties and bears interest at a rate that fluctuates at LIBOR
plus 2.35% (9.0% at September 30, 2000). BHC also purchased interest rate
protection to cap the overall loan interest rate at no more than 10.25%.
Proceeds from the loan were used to pay down Boykins credit facility, fund
escrows, new loan costs, and for general corporate purposes. Under covenants in
the loan agreement, assets of BHC are not available to pay the creditors of any
other Boykin entity, except to the extent of permitted cash distributions from
BHC to Boykin. Likewise, the assets of other entities are not available to pay
the creditors of BHC. The loan agreement also requires BHC to hold funds in
escrow for the payment of capital expenditures, insurance and real estate taxes
and requires BHC to maintain certain financial covenants.

Maturities of long-term debt at September 30, 2000 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|Remainder of 2000   |  | $ | 477     | 
|                   
|                   
|                   
|                   
|2001                |  |   | 1,969   | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,111  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 110,264 | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,402   | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 120,194 | 
|                    |  |   |         | 
|                    |  | $ | 282,417 | 
|                    |  |   |         | 




7. EXTRAORDINARY ITEM:

In connection with obtaining the new $100,000 secured credit facility
(Note 5) and the $108,000 secured term loan (Note 6), Boykin wrote off
existing deferred financing costs under the previous $175,000 credit
facility totaling $686. These charges, net of $59 of minority interest,
were reflected as an extraordinary item in the accompanying consolidated
statement of income for the quarter ended September 30, 2000.




8. PERCENTAGE LEASE AGREEMENTS:

The percentage leases have noncancelable remaining terms ranging from less
than one year to seven years, subject to earlier termination on the occurrence
of certain contingencies, as defined. The rent due under each percentage lease
is the greater of minimum rent, as defined, or percentage rent. Percentage
rent applicable to room and other hotel revenue varies by lease and is
calculated by multiplying fixed percentages by the total amounts of such
revenues over specified threshold amounts. Both the minimum rent and the
revenue thresholds used in computing percentage rents are subject to annual
adjustments based on increases in the United States Consumer Price Index
(CPI). Percentage rent applicable to food and beverage revenues is
calculated by multiplying fixed percentages by the total amounts of such
revenues. Percentage lease revenue for the three months ended September 30,
2000 and 1999 was $24,243 and $24,321 respectively, of which approximately
$9,331 and $9,093 respectively,

10



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##### Table of Contents



was in excess of minimum rent. Percentage lease
revenue for the nine months ended September 30, 2000 and 1999 was $67,766 and
$67,568, respectively, of which approximately $22,033 and $21,896,
respectively, was in excess of minimum rent.

Boykin recognizes lease revenue for interim and annual reporting purposes
on an accrual basis pursuant to the terms of the respective percentage leases.

In December 1999, the Securities and Exchange Commission (SEC) issued a
Staff Accounting Bulletin (SAB) No. 101 Revenue Recognition in Financial
Statements, which will change the interim reporting of revenues related to
Boykins leases, but will have no impact on its interim cash flow or year-end
results of operations. Under application of this SAB, a portion of Boykins
percentage lease revenues, which historically have been recognized in the first
and second quarters, will be deferred and recognized in the third and fourth
quarters. The required implementation of the SAB has been delayed by the SEC
until the fourth quarter of 2000. However, if Boykin had implemented this new
standard in the current period, Boykins percentage lease revenue would have
been reduced by $2,482 and $12,602 to $21,761 and $55,164 for the three and
nine months ended September 30, 2000, respectively. Accordingly, net income
would have been reduced by $2,208 and $11,461, resulting in net income of
$3,325 and $2,909 for the three and nine months ended September 30, 2000,
respectively.

Future minimum rentals (ignoring future CPI increases) to be received by
Boykin from BMC and from other lessees pursuant to the percentage leases for
each of the years in the period 2000 to 2004 and in total thereafter are as
follows:

|                    |  |               |         |         |       |        |        |  |  |   |         | 
|------------------- |  | ------------- | ------- | ------- | ----- | ------ | ------ |  |  | - | ------- | 
|                    |  | Related Party |         |         | Other
|                    |  | Lessees       |         | Lessees |       | Totals
|                    |  |               |         |         |       |       
|Remainder of 2000   |  | $             | 12,668  |         |       | $      | 2,565  |  |  | $ | 15,233  | 
|                   
|                   
|                   
|                   
|2001                |  |               | 44,972  |         |       |        | 10,261 |  |  |   | 55,233  | 
|                   
|                   
|                   
|                   
|2002                |  |               | 40,490  |         |       |        | 8,801  |  |  |   | 49,291  | 
|                   
|                   
|                   
|                   
|2003                |  |               | 15,242  |         |       |        | 6,930  |  |  |   | 22,172  | 
|                   
|                   
|                   
|                   
|2004                |  |               | 12,492  |         |       |        | 6,930  |  |  |   | 19,422  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |               | 20,645  |         |       |        | 20,287 |  |  |   | 40,932  | 
|                    |  |               |         |         |       |        |        |  |  |   |         | 
|                    |  | $             | 146,509 |         |       | $      | 55,774 |  |  | $ | 202,283 | 




9. RELATED PARTY TRANSACTIONS:

The Chairman, President and Chief Executive Officer of Boykin is the
majority shareholder of BMC. BMC and Westboy LLC, a subsidiary of BMC, were a
significant source of Boykins percentage lease revenue through September 30,
2000. At September 30, 2000 and December 31, 1999, Boykin had rent receivable
of $10,171 and $4,280, respectively, due from related party lessees.

At September 30, 2000 and December 31, 1999, Boykin had a payable to
related party lessees of $530 and $796, respectively, primarily for the
reimbursement of capital expenditure costs incurred on behalf of the
Partnership and OLP.

Spectrum Design Services (Spectrum), is a wholly-owned subsidiary of BMC
that provides design, purchasing and project management services to Boykin for
capital improvements at its hotels. Boykin paid Spectrum $762 for design
services during the nine months ending September 30, 2000 consisting of $386
for design services, $190 for purchasing services, $127 for project management
services and $59 for reimbursement of expenses.

Effective February 1, 2000,
JerseyBoy LLC, a wholly-owned subsidiary of BMC, (JerseyBoy) manages the Radisson Hotel Mt. Laurel pursuant to a
management agreement. Boykin paid JerseyBoy management fees of $53
and $151 for the three and nine months ended September 30, 2000
respectively.




10. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

In September 2000, Boykin exchanged hotel properties with Hilton (Note 2)
in a noncash transaction by transferring ownership of one of its hotel
properties to Hilton and obtaining two hotel properties from Hilton.

11



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##### Table of Contents



During the nine-month periods ended September 30, 2000 and 1999, noncash
financing transactions consisted of $6,789 and $8,697, respectively, of
dividends and Partnership distributions which were declared but not paid as of
September 30, 2000 and 1999, respectively.

Interest paid during the nine-month periods ended September 30, 2000 and
1999 was $17,532 and $15,207 respectively. During the nine months ended
September 30, 2000, Boykin issued 71,828 common shares under Boykins LongTerm
Incentive Plan valued at $865, net of previously issued common shares cancelled
due to the termination of employees.

12



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##### Table of Contents






BOYKIN MANAGEMENT COMPANYLIMITED LIABILITY COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(Amounts in thousands)

|                                      |                                                                                                                          |               |             |              |   |   |        |        |  
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------- | ----------- | ------------ | - | - | ------ | ------ | -
|                                      |                                                                                                                          |               | (Unaudited)
|                                      |                                                                                                                          | September 30, |             | December 31,
|                                      |                                                                                                                          |               |             |             
|                                      |                                                                                                                          | 2000          |             | 1999        
|                                      |                                                                                                                          |               |             |             
|ASSETS                               
|                                     
|                                     
|                                     
|                                     
|Cash and cash equivalents             |                                                                                                                          | $             | 28,179      |              |   | $ | 20,787 |       
|Accounts receivable:                 
|                                     
|                                     
|                                     
|                                     
|                                      | Trade, net of allowance for doubtful accounts of $202 and
$114 at September 30, 2000 and December 31, 1999,
respectively |               |             | 12,539       |   |   |        | 9,916  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Related party lessors                                                                                                    |               |             | 603          |   |   |        | 893    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                                    |               |             | 340          |   |   |        | 284    |  
|Inventories                           |                                                                                                                          |               | 2,314       |              |   |   | 2,366  |       
|Property and equipment, net           |                                                                                                                          |               | 285         |              |   |   | 332    |       
|Investment in Boykin Lodging Company  |                                                                                                                          |               | 192         |              |   |   | 203    |       
|Prepaid expenses and other assets     |                                                                                                                          |               | 2,555       |              |   |   | 2,463  |       
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|                                      | Total assets                                                                                                             |               | $           | 47,007       |   |   | $      | 37,244 |  
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|LIABILITIES AND MEMBERS CAPITAL     
|                                     
|                                     
|                                     
|                                     
|Rent payable to related party lessors |                                                                                                                          | $             | 11,418      |              |   | $ | 5,192  |       
|Accounts payable:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Trade                                                                                                                    |               |             | 3,848        |   |   |        | 4,282  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Advance deposits                                                                                                         |               |             | 2,264        |   |   |        | 942    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Bank overdraft liability                                                                                                 |               |             | 7,493        |   |   |        | 5,507  |  
|Accrued expenses:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued payroll                                                                                                          |               |             | 1,383        |   |   |        | 946    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued vacation                                                                                                         |               |             | 3,002        |   |   |        | 2,761  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued sales, use and occupancy taxes                                                                                   |               |             | 2,791        |   |   |        | 1,719  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued management fee                                                                                                   |               |             | 4,356        |   |   |        | 5,170  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other accrued liabilities                                                                                                |               |             | 4,536        |   |   |        | 4,011  |  
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|                                      | Total liabilities                                                                                                        |               |             | 41,091       |   |   |        | 30,530 |  
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|                                     
|Members capital:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Capital contributed                                                                                                      |               |             | 3,000        |   |   |        | 3,000  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Retained earnings                                                                                                        |               |             | 3,178        |   |   |        | 3,965  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive loss                                                                                     |               |             | (262         | ) |   |        | (251   | )
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|                                      | Total members capital                                                                                                   |               |             | 5,916        |   |   |        | 6,714  |  
|                                      |                                                                                                                          |               |             |              |   |   |        |       
|                                      | Total liabilities and members capital                                                                                   |               | $           | 47,007       |   |   | $      | 37,244 |  
|                                      |                                                                                                                          |               |             |              |   |   |        |       

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

13



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BOYKIN MANAGEMENT COMPANYLIMITED LIABILITY COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited, amounts in thousands)

|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|-------------------- | ------------------------------------------ | ----------------- | --- | ------------------ | ------ | ----------------- | ----- | ------ | ------ | ---- | ----- | ------- | ------- | - | ----- | ------- | ------- | 
|                     |                                            |                   |     | Three Months Ended |        | Nine Months Ended
|                     |                                            |                   |     | September 30,      |        | September 30,    
|                     |                                            |                   |     |                    |        |                  
|                     |                                            |                   |     | 2000               |        | 1999              |       | 2000   |        | 1999
|                     |                                            |                   |     |                    |        |                   |       |        |        |     
|Revenues:            |                                           
|
|                     | Room revenue                               |                   | $   | 48,579             |        |                   | $     | 45,121 |        |      | $     | 133,874 |         |   | $     | 122,163 |        
|                    
|                    
|                    
|                    
|                     | Food and beverage revenue                  |                   |     | 18,731             |        |                   |       | 18,132 |        |      |       | 55,868  |         |   |       | 54,284  |        
|                    
|                    
|                    
|                    
|                     | Other hotel revenue                        |                   |     | 4,635              |        |                   |       | 5,074  |        |      |       | 12,647  |         |   |       | 12,891  |        
|                    
|                    
|                    
|                    
|                     | Other revenue                              |                   |     | 676                |        |                   |       | 773    |        |      |       | 1,946   |         |   |       | 1,869   |        
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|                     |                                            | Total revenues    |     |                    | 72,621 |                   |       |        | 69,100 |      |       |         | 204,335 |   |       |         | 191,207 | 
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|Expenses:           
|
|                     | Departmental expenses of hotels:           |                  
|                    
|                    
|                    
|                    
|                     |                                            | Rooms             |     |                    | 11,566 |                   |       |        | 10,498 |      |       |         | 32,142  |   |       |         | 28,843  | 
|                    
|                    
|                    
|                    
|                     |                                            | Food and beverage |     |                    | 13,506 |                   |       |        | 13,187 |      |       |         | 39,683  |   |       |         | 39,280  | 
|                    
|                    
|                    
|                    
|                     |                                            | Other             |     |                    | 2,486  |                   |       |        | 2,570  |      |       |         | 6,636   |   |       |         | 6,900   | 
|
|                     | Cost of goods sold of non-hotel
operations |                   |     | 79                 |        |                   |       | 294    |        |      |       | 183     |         |   |       | 309     |        
|                    
|                    
|                    
|                    
|                     | Percentage lease expense                   |                   |     | 22,803             |        |                   |       | 21,445 |        |      |       | 61,537  |         |   |       | 56,613  |        
|                    
|                    
|                    
|                    
|                     | General and administrative                 |                   |     | 7,196              |        |                   |       | 6,350  |        |      |       | 20,907  |         |   |       | 18,973  |        
|                    
|                    
|                    
|                    
|                     | Advertising and promotion                  |                   |     | 3,630              |        |                   |       | 3,173  |        |      |       | 10,941  |         |   |       | 9,462   |        
|                    
|                    
|                    
|                    
|                     | Utilities                                  |                   |     | 2,760              |        |                   |       | 2,621  |        |      |       | 7,439   |         |   |       | 6,963   |        
|                    
|                    
|                    
|                    
|                     | Franchiser royalties and other charges     |                   |     | 2,368              |        |                   |       | 2,157  |        |      |       | 6,557   |         |   |       | 5,948   |        
|                    
|                    
|                    
|                    
|                     | Repairs and maintenance                    |                   |     | 3,211              |        |                   |       | 2,880  |        |      |       | 9,412   |         |   |       | 8,483   |        
|                    
|                    
|                    
|                    
|                     | Depreciation and amortization              |                   |     | 26                 |        |                   |       | 29     |        |      |       | 77      |         |   |       | 89      |        
|                    
|                    
|                    
|                    
|                     | Management fee expense                     |                   |     | 2,314              |        |                   |       | 2,435  |        |      |       | 6,357   |         |   |       | 6,610   |        
|                    
|                    
|                    
|                    
|                     | Other expense                              |                   |     | 115                |        |                   |       | (94    | )      |      |       | 51      |         |   |       | 392     |        
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|                     |                                            | Total expenses    |     |                    | 72,060 |                   |       |        | 67,545 |      |       |         | 201,922 |   |       |         | 188,865 | 
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|Net income           |                                            | $                 | 561 |                    |        | $                 | 1,555 |        |        | $    | 2,413 |         |         | $ | 2,342 |        
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 
|Comprehensive income |                                            | $                 | 503 |                    |        | $                 | 1,516 |        |        | $    | 2,402 |         |         | $ | 2,375 |        
|                     |                                            |                   |     |                    |        |                   |       |        |        |      |       |         |         |   |       |         |         | 

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

14



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##### Table of Contents






BOYKIN MANAGEMENT COMPANYLIMITED LIABILITY COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited, amounts in thousands)

|                                               |                                                                                   |                                           |                                   |        |        |        |        |       |        |        |  
|---------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ------ | ------ | ------ | ------ | ----- | ------ | ------ | -
|                                               |                                                                                   |                                           |                                   |        | 2000   |        | 1999  
|                                               |                                                                                   |                                           |                                   |        |        |        |       
|Cash flows from operating activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                        |                                           | $                                 | 2,413  |        |        | $      | 2,342 |       
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash provided by
operating activities:
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   | Depreciation and amortization             |                                   |        | 77     |        |        |       | 89     |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   | Realized loss on investment               |                                   |        |       |        |        |       | 36     |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   | Changes in assets and liabilities:       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Accounts receivable               |        |        | (2,389 | )      |       |        | (2,395 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Inventories                       |        |        | 52     |        |       |        | (260   | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Prepaid expenses and other assets |        |        | (92    | )      |       |        | 89     |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Rent payable                      |        |        | 6,226  |        |       |        | 3,299  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Accounts payable                  |        |        | 2,874  |        |       |        | 2,901  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                   |                                           | Other accrued liabilities         |        |        | 1,461  |        |       |        | 5,330  |  
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|                                               |                                                                                   | Net cash provided by operating activities |                                   |        | 10,622 |        |        |       | 11,431 |       
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|Cash flows from investing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Property additions                                                                |                                           |                                   | (30    | )      |        |        | (14   | )     
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|                                               |                                                                                   | Net cash used for investing activities    |                                   |        | (30    | )      |        |       | (14    | )     
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|Cash flows from financing activities:          |                                                                                   |                                           |                                   |        |        |        |        |      
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to members                                                          |                                           |                                   | (3,200 | )      |        |        |      |       
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|                                               |                                                                                   | Net cash used for financing activities    |                                   |        | (3,200 | )      |        |       |       |       
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|Net increase in cash and cash equivalents      |                                                                                   |                                           | 7,392                             |        |        |        | 11,417 |      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                   |                                           | 20,787                            |        |        |        | 12,973 |      
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      
|Cash and cash equivalents, end of period       |                                                                                   | $                                         | 28,179                            |        |        | $      | 24,390 |      
|                                               |                                                                                   |                                           |                                   |        |        |        |        |      

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

15



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BOYKIN MANAGEMENT COMPANYLIMITED LIABILITY COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Dollar amounts in thousands)




1. DESCRIPTION OF BUSINESS:

Boykin Management Company Limited Liability Company and its subsidiaries
(collectively, BMC):



| |  |  | lease and operate full and limited service hotels located
throughout the United States pursuant to long-term percentage
leases;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |  | manage full and limited service hotels located in the United
States pursuant to management agreements;                         
|
|
|
|
| |  |  | provide national purchasing services to hotels; and                                                                            
|
|
|
|
| |  |  | provide interior design services and project management services to hotels and other businesses.                               




2. ORGANIZATION:

BMC was formed and commenced operations in November 1996 to
continue and expand the 40-year history of hotel management of its
predecessors, Boykin Management Company and its affiliates. BMC is an
Ohio limited liability company that is indirectly owned by Robert W.
Boykin (53.8%) and John E. Boykin (46.2%). Robert W. Boykin is the
Chairman, President and Chief Executive Officer of Boykin Lodging
Company. As of September 30, 2000, BMC and its subsidiaries lease
and/or manage 28 hotels owned by Boykin Lodging Company and manage two
other hotels owned by third parties.

BMCs wholly-owned subsidiaries consist of the following
entities:



| |  |  | Spectrum Design Services, LLC (Spectrum) a hotel design,
purchasing and project management company;                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |  | Purchasing Concepts I, LLC (PCI)  a hotel food and
beverage operating and purchasing company;                            
|
|
|
|
| |  |  | Westboy, LLC (Westboy)  an entity that leases ten
Doubletree-licensed hotels from Boykin Lodging Company;                
|
|
|
|
| |  |  | ChiBoy, LLC (ChiBoy)  an entity that leases a hotel in
Chicago, Illinois from an affiliate of Boykin Lodging Company;    
|
|
|
|
| |  |  | JerseyBoy, LLC (JerseyBoy)  an entity that manages a hotel
owned by Boykin Lodging Company in Mt. Laurel, New Jersey; and
|
|
|
|
| |  |  | Boykin Enterprises, LLC  an entity that manages hotels and
restaurants owned by third parties.                             




3. BASIS OF PRESENTATION:

The separate financial statements of BMCs subsidiaries have
been presented on a consolidated basis with BMC. All significant
intercompany transactions and balances have been eliminated. These
financial statements have been prepared in accordance with generally
accepted accounting principles for the interim financial information
and with the instructions for Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the three and nine-month period ended September 30, 2000
are not necessarily indicative of the results that may be expected
for the year ending December 31, 2000. For further information,
refer to BMCs consolidated financial statements and footnotes
thereto included in Boykin Lodging Companys Annual Report on Form
10-K for the year ended December 31, 1999.

Reclassifications

Certain reclassifications have been made to the prior year
financial statements to conform to the current year presentation.

16



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##### Table of Contents






4. PERCENTAGE LEASE AGREEMENTS:

BMC Leases on 16 Hotels

BMC leases 16 hotels (the BMC Hotels) from the Partnership
pursuant to long-term percentage leases. The BMC Hotels are located
in Cleveland, Ohio; Columbus, Ohio; Buffalo, New York; Berkeley,
California; Raleigh, North Carolina; Charlotte, North Carolina (2);
High Point, North Carolina; Knoxville, Tennessee; Ft. Myers, Florida;
Melbourne, Florida (2); Daytona Beach, Florida; San Antonio, Texas;
Southfield, Michigan and French Lick, Indiana. In connection with
Boykin Lodging Companys hotel exchange with Hilton Hotels
Corporation (Hilton) in September 2000, a lease related to a hotel
in Cleveland, Ohio was terminated and two new lease agreements for
the San Antonio and Southfield properties commenced.

The percentage leases have noncancellable remaining terms
ranging from less than one year to seven years, subject to earlier
termination on the occurrence of certain contingencies, as defined.
BMC is required to pay the higher of minimum rent, as defined, or
percentage rent. Percentage rent applicable to room and other hotel
revenue varies by lease and is calculated by multiplying fixed
percentages by the total amounts of such revenues over specified
threshold amounts. Percentage rent related to food and beverage
revenues and other revenues, in some cases, is based on fixed
percentages of such revenues. Both the threshold amounts used in
computing percentage rent and minimum rent on room and other hotel
revenues are subject to adjustments as of January 1 of each year
based on increases in the United States Consumer Price Index (CPI).

For both annual and interim reporting purposes, BMC recognizes
percentage lease expense pursuant to the provisions of the related
percentage lease agreements.

Other than real estate and personal property taxes, casualty
insurance, ground lease rental, and capital improvements, which are
obligations of the Partnership, the percentage leases require BMC to
pay all costs and expenses incurred in the operation of the BMC
Hotels.

The percentage leases require BMC to indemnify Boykin Lodging
Company against all liabilities, costs and expenses incurred by,
imposed on or asserted against the Partnership in the normal course
of operating the BMC Hotels.

Westboy Lease on Ten DoubleTree Hotels

Effective January 1, 1998, Westboy entered into a long-term
percentage lease agreement with Red Lion Inns Operating L.P. (OLP)
with terms similar to those described above. Boykin Lodging Company
acquired OLP on May 22, 1998. The ten Doubletree-licensed hotels (the
Doubletree Hotels) leased by Westboy are located in California,
Oregon (3), Washington (3), Colorado, Idaho and Nebraska. The hotels
are managed by a subsidiary of Hilton.

The initial term of Westboys percentage lease agreement expires
December 31, 2002. Westboy has the option, but not the obligation, to
renew the lease for additional five-year terms, or may negotiate new
terms acceptable to both Westboy and OLP. Selected financial
information of Westboy is as follows:

|                                     |  |                  |        |               |  |   |        |  
|------------------------------------ |  | ---------------- | ------ | ------------- |  | - | ------ | -
|                                     |  | Percentage Lease |        | Net income   
|                                     |  | Expense          |        | (loss)       
|                                     |  |                  |        |              
|Year ended December 31, 1998         |  | $                | 29,719 |               |  | $ | 193    |  
|                                    
|                                    
|                                    
|                                    
|Year ended December 31, 1999         |  |                  | 29,478 |               |  |   | 119    |  
|                                    
|                                    
|                                    
|                                    
|Nine months ended September 30, 1999 |  |                  | 23,197 |               |  |   | (43    | )
|                                    
|                                    
|                                    
|                                    
|Nine months ended September 30, 2000 |  |                  | 22,788 |               |  |   | (1,067 | )
|                                    
|                                     |  | December 31,     |        | September 30,
|                                     |  | 1999             |        | 2000         
|                                     |  |                  |        |              
|Cash and cash equivalents            |  | $                | 6,044  |               |  | $ | 7,735  |  
|                                    
|                                    
|                                    
|                                    
|Members equity                      |  |                  | 1,312  |               |  |   | 245    |  

Upon commencement of the lease agreement, BMC made an initial capital
contribution to Westboy of $1,000, of which $900 was funded with a demand
promissory note. Assets of Westboy are not available to pay the

17



---



##### Table of Contents



creditors of
any other entity, except to the extent of permitted cash distributions from
Westboy to BMC. Similarly, except to the extent of the unpaid promissory note,
the assets of BMC are not available to pay the creditors of Westboy.

ChiBoy Lease on Executive Plaza Hotel

Effective August 31, 1999, ChiBoy entered into a long-term lease agreement
with Boykin Chicago LLC, an entity in which the Partnership has a 43.75%
interest, with terms similar to those described above. The Executive Plaza
hotel is located in Chicago, Illinois. BMC made an initial capital contribution
to ChiBoy of $280 in cash.

Future minimum rent (ignoring CPI increases) to be paid by BMC, Westboy,
and ChiBoy under their respective percentage lease agreements at September 30,
2000 for each of the years in the period 2000 to 2004 and in total thereafter
is as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|Remainder of 2000   |  | $ | 13,868  | 
|                   
|                   
|                   
|                   
|2001                |  |   | 49,772  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 45,290  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 20,042  | 
|                   
|                   
|                   
|                   
|2004                |  |   | 15,692  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 20,645  | 
|                    |  |   |         | 
|                    |  | $ | 165,309 | 




5. RELATED PARTY TRANSACTIONS:

Percentage lease expense payable to the Partnership (including OLP) was
$20,717 and $20,792 for the three months ended September 30, 2000 and 1999,
respectively. Percentage lease expense payable for the nine months ended
September 30, 2000 and 1999 was $56,399 and $55,960, respectively. Percentage
lease expense payable for the three and nine months ended September 30, 2000 to
Boykin Chicago were $2,086 and $5,138. Percentage lease expense payable for the
three and nine months ended September 30, 1999 to Boykin Chicago LLC was $653.

At September 30, 2000 and December 31, 1999, BMC (including Westboy) had
receivables from the Partnership of $530 and $796, respectively, primarily for
the reimbursement of capital expenditure costs incurred on behalf of the
Partnership. At September 30, 2000 and December 31, 1999, ChiBoy had
receivables from Boykin Chicago of $73 and $97 respectively, primarily for the
reimbursement of capital expenditure costs incurred on behalf of Boykin
Chicago.

At September 30, 2000 and December 31, 1999, BMC had payables to the
Partnership of $10,171 and $4,280, respectively, for amounts due pursuant to
the percentage leases with the Partnership. At September 30, 2000 and December
31, 1999, ChiBoy had payables to Boykin Chicago of $1,247 and $912,
respectively, for amounts due pursuant to the percentage lease with Boykin
Chicago.

Effective February 1, 2000, JerseyBoy LLC manages the Radisson
Hotel Mt. Laurel pursuant to a management agreement. Management fee
income from the Partnership was $53 and $151 for the three and nine
months ended September 30, 2000 respectively.

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




BACKGROUND AND BUSINESS STRATEGIES

Boykin Lodging Company, an Ohio corporation, is a real estate investment
trust that currently owns interests in 33 hotels throughout the United States
and leases its properties to established hotel operators. Our primary business
strategies are:



| |  | maximizing revenue growth in our hotels through 
|- |  | -------------------------------------------------
| 
| 
| 
| 

| |  |  | strong management performance from our lessee/operators;
| | - |  | --------------------------------------------------------
|
|
|
|
| |  |  | selective renovation;                                   
|
|
|
|
| |  |  | expansion and development; and                          
|
|
|
|
| |  |  | brand repositioning;                                    
|
|
|
|

| |  | acquiring upscale, full-service commercial and resort hotels that will
increase our cash flow and are purchased at a discount to their
replacement cost;            
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
| |  | developing strategic alliances and relationships with both a network
of high-quality hotel operators and franchisors of the hotel
industrys premier upscale brands.

Our principal source of revenue is lease payments from lessees pursuant to
percentage lease agreements. Percentage lease revenue is based upon the
room, food and beverage, and other revenues of our hotels. The lessees
ability to make payments to us pursuant to the percentage leases is
dependent primarily upon the operations of the hotels.




BOYKINS FORMATION AND SIGNIFICANT EVENTS

We completed our initial public offering (IPO) in November 1996 and,
through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), we acquired nine hotel properties and another eight hotel
properties in 1997 using remaining proceeds from the IPO and borrowings under
our credit facility. We currently have a 92.1% ownership interest in, are the
sole general partner of and do all of our business through the Partnership.

In February 1998, we completed a follow-on public equity offering of 4.5
million common shares, netting proceeds of approximately $106.3 million. We
used the proceeds to pay down existing indebtedness under our credit facility,
purchase limited partnership units from two unaffiliated limited partners, fund
the acquisitions of two hotels purchased in March 1998 and for general
corporate purposes.

We completed our merger with Red Lion Inns Limited Partnership in May
1998, in which we acquired Red Lion Inns Operating L.P. (OLP), which owns a
portfolio of ten DoubleTree-licensed hotels. In the transaction, we issued 3.1
million common shares and paid approximately $35.3 million in cash to the Red
Lion limited partners and general partner. The total consideration value,
including assumed liabilities of approximately $155.7 million and common shares
issued valued at $80.3 million, was $271.3 million.

In February 1999, we formed a joint venture with AEW Partners III, L.P.
(AEW), an investment partnership managed by AEW Capital Management, L.P., a
Boston-based real estate investment firm. We formed the joint venture with AEW
to take advantage of acquisition opportunities in the lodging industry. In
August 1999, the Boykin/AEW venture acquired a hotel in downtown Chicago.




THIRD QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2000

Refer to the Results of Operations section below for discussion of our
third quarter results compared to 1999 as well as the operational results of
BMC.

In July 2000, we completed the refinancing of our debt structure, which
has lengthened our average debt maturities, mitigated our variable rate debt
exposure and increased our borrowing capacity. This will enable us to react to
new opportunities as well as continue our planning for expansion and
redevelopment of existing properties.

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In September 2000, we exchanged ownership of our Cleveland Marriott East
hotel with Hilton Hotels Corporation (Hilton) for two hotels. In the
exchange swap with Hilton, we acquired the 290-room Doubletree Hotel San
Antonio International Airport and the 239-suite Doubletree Guest Suites hotel
in Southfield, Michigan. We plan to invest $5.5
million to upgrade the Southfield hotel and return it to its original Embassy Suites brand,
enabling it to achieve significantly better rates and occupancy. We also
obtained flexibility to sell or rebrand our three Doubletree hotels in the
State of Washington without contractual penalty.

In September 2000, we also acquired an additional 25% interest in the
Chicago Executive Plaza hotel from a private investor for $6.3 million, thereby
increasing our ownership interest in the hotel to 43.75%. The
hotel is on track to begin a complete renovation of all guestrooms, meeting
rooms, and food and beverage facilities next year.

We have continued our renovation program, spending approximately $13
million, or approximately 5.5% of hotel revenues through September 30, 2000.
The majority of the remaining amount this year will be spent renovating public
space at our Columbus Marriott, Berkeley Marina Radisson, and public space and
guest rooms at the Radisson Inn Sanibel Gateway and Marriotts Hunt Valley Inn.
We believe it is important to keep our hotels in first-class condition in order
to outperform the competition and to deliver superior REVPAR gains. We
generally anticipate a positive impact on our results of operations stemming
from the hotels we renovated in the past two years.

We continue to selectively seek acquisitions but we are being selective in
terms of yield and earnings criteria. Additionally, we are considering the
sale or exchange of certain hotels in our portfolio. We also are considering
expansions and development at a few of our hotels to maximize the value of our
portfolio.

We expect that percentage lease revenues from certain of our properties,
primarily in Portland, Oregon; Colorado Springs, Colorado; Columbus, Ohio; and
Charlotte and Raleigh, North Carolina, will be lower than we originally
anticipated for the remainder of 2000, due to competition from newly
constructed hotels. We also expect higher interest expense after our
debt refinancing due to higher
market rates. Because of these factors, we estimate that Funds From Operations
(FFO) for the year 2000 will fall in a range of approximately $45 million to
$46 million, or approximately 5% to 7% lower than FFO for 1999.

In August 2000, our Board of Directors reduced the companys quarterly dividend
from $0.47 per share to $0.365 per share, effective with the
third quarter dividend payable November 6, 2000. This new dividend rate represents approximately 85% of our
Funds Available for Distribution (FAD). We believe FAD is a useful measure
of our ability to fund the payment of operational expenses, debt service and
distributions. Management recommended this level to the Board of Directors in
order to:



| |  |  | bring our FAD payout ratio in line with our peer companies;                                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |  | provide adequate cushion for potential future adverse revenue or interest rate fluctuations; and                                                                    
|
|
|
|
| |  |  | establish cash reserves to keep our properties in excellent
competitive condition and take advantage of high yield internal growth
opportunities that we may pursue.

We compute FAD by adjusting FFO for capital expenditures reserves,
principal payments on our debt, and noncash amortization of financing
costs.

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##### Table of Contents






RESULTS OF OPERATIONS

The following discusses our results of operations and those of BMC
for the three and nine months ended September 30, 2000 compared to the
same period in 1999.

Boykin Lodging Company

Quarter ended September 30, 2000 Compared to 1999

Our percentage lease revenue decreased slightly to $24.2 million in
2000, from $24.3 million for the same period in 1999. This is mostly
attributable to our take over of the Radisson Hotel Mt. Laurel in
February 2000, which reduced lease revenue in the third quarter by $.4
million as compared to 1999. Instead, the hotels revenues of $1.8
million and hotel operating expenses of $1.5 million are reflected in the
results of operations in 2000. The overall impact of Mt. Laurel is a $.2
million decrease in net income from the same period in 1999. Percentage
lease revenue payable by BMC and Westboy represented $20.7 million, or
85.5% of total percentage lease revenue in the 2000 period, compared to
$20.8 million, or 85.5% of total percentage lease revenue in 1999.

Net income decreased to $5.5 million for the three months ended
September 30, 2000, compared to $7.2 million in 1999. As a percent of
total revenue, net income decreased to 20.8% in 2000 from 28.8% in 1999,
primarily resulting from the following items:



| |  |  | an extraordinary loss from early extinguishment of debt recorded in
the third quarter of $686, net of minority interest of $59; and                                                                                                                                          
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | an increase in interest expense to $6.4 million in 2000, or 23.9%
of total revenue, compared to $5.2 million, or 21.1%, in
1999. Higher interest rates on our variable rate debt, along with
higher outstanding debt balances, caused interest expense to increase
over 1999.

Nine Months Ended September 30, 2000 Compared to 1999

Our percentage lease revenue increased slightly to $67.8 million in 2000,
from $67.6 million for the same period in 1999. Percentage lease revenue
payable by BMC and Westboy represented $56.4 million, or 83.2% of total
percentage lease revenue in the 2000 period, compared to $56.0 million, or
82.8%, of total percentage lease revenue, in 1999. The increase in percentage
lease revenue in 2000 was from increased hotel revenue from our lessees, offset
by a decrease in percentage lease revenue from the Radisson Hotel Mt. Laurel of
$1.3 million. We took over the Radisson Hotel Mt. Laurel in February 2000, of
which the hotel revenues of $5.0 million and expenses of $4.0 million, which
are reflected in the results of operations for 2000. The overall
impact of Mt.
Laurel is an over decrease in net income of $.5 million from 1999.

Net income decreased to $14.4 million for the nine months ended September
30, 2000, compared to $16.6 million in 1999. As a percent of total revenue, net
income decreased to 19.5% in 2000 from 24.3% in 1999, primarily resulting from
the following items:



| |  |  | an extraordinary loss from early extinguishment of debt recorded in
the third quarter of $686, net of minority interest of $59;                                                                                      
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | an increase in real estate related depreciation and amortization
to $22.7 million, or 33.5%, of percentage lease revenue in 2000 from
$21.5 million, or 31.8%, in 1999 due to our increased capital
expenditures; and
|
| |  |  | an increase in interest expense to $17.8 million in 2000, or 24.1%,
of total revenue from $15.2 million, or 22.3%, in 1999.                                                                                          

These items were offset by a gain on property insurance recovery of $.4
million related to property damage at our two Melbourne, Florida hotels caused
by hurricanes Floyd and Irene in late 1999.

Increased capitalized property costs from renovations have increased
depreciation expense and higher interest rates on our variable rate debt, along
with higher average outstanding debt balances, caused interest expense to
increase over 1999.

Our FFO for the quarter ended September 30, 2000 was $14.2 million
compared to $14.9 million in 1999. The White Paper on Funds From Operations
approved by the Board of Governors of the National Association of Real Estate
Investment Trusts (NAREIT) in October 1999 defines FFO as net income (loss)
(computed in accordance with GAAP), excluding gains (or losses) from sales of
properties and extraordinary items, plus real estate related

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##### Table of Contents



depreciation and
amortization and after comparable adjustments for our portion of these items
related to unconsolidated entities and joint ventures. We believe that FFO is
helpful to investors as a measure of the performance of an equity REIT because,
along with cash flow from operating activities, financing activities and
investing activities, it provides investors with another indication of the
ability of a company to incur and service debt, to make capital expenditures
and to fund other cash needs, including our ability to make cash distributions.

We compute FFO in accordance with the NAREIT White Paper, which may not be
comparable to FFO reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret the current
NAREIT definition differently than us. FFO does not represent cash generated
from operating activities determined by GAAP and should not be considered as an
alternative to net income (determined in accordance with GAAP) as an indication
of our financial performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of our liquidity, nor is it
indicative of funds available to fund our cash needs, including our ability to
make cash distributions. FFO may include funds that may not be available for
managements discretionary use due to functional requirements to conserve funds
for capital expenditures and property acquisitions, and other commitments and
uncertainties. The following is a reconciliation between net income and FFO for
the three and nine months ended September 30, 2000 and 1999, respectively, (in
thousands):

|                      |  |                                                         |        |                    |       |                   |        |      |       |      |        |       |        |   |        |       |        |  
|--------------------- |  | ------------------------------------------------------- | ------ | ------------------ | ----- | ----------------- | ------ | ---- | ----- | ---- | ------ | ----- | ------ | - | ------ | ----- | ------ | -
|                      |  |                                                         |        | Three Months Ended |       | Nine Months Ended
|                      |  |                                                         |        | September 30,      |       | September 30,    
|                      |  |                                                         |        |                    |       |                  
|                      |  |                                                         |        | 2000               |       | 1999              |        | 2000 |       | 1999
|                      |  |                                                         |        |                    |       |                   |        |      |       |     
|Net income            |  | $                                                       | 5,533  |                    |       | $                 | 7,154  |      |       | $    | 14,370 |       |        | $ | 16,566 |      
|                     
|                     
|                     
|                     
|                      |  | Real estate related depreciation
and amortization       |        |                    | 7,482 |                   |        |      | 7,259 |      |        |       | 22,691 |   |        |       | 21,506 |  
|                     
|                     
|                     
|                     
|                      |  | Gain on property insurance recovery                     |        |                    |      |                   |        |      |      |      |        |       | (407   | ) |        |       |       |  
|                     
|                     
|                     
|                     
|                      |  | Extraordinary item-loss on early
extinguishment of debt |        | 686                |       |                   |        |     |       |      |        | 686   |        |   |        |      |       
|                     
|                     
|                     
|                     
|                      |  | Equity in (income) loss of
unconsolidated joint
venture |        | (104               | )     |                   |        | 33   |       |      |        | (56   | )      |   |        | 33    |       
|                     
|                     
|                     
|                     
|                      |  | Minority interest                                       |        | 626                |       |                   |        | 688  |       |      |        | 1,473 |        |   |        | 1,664 |       
|                     
|                     
|                     
|                     
|                      |  | FFO applicable to joint venture
minority interest       |        |                    | (15   | )                 |        |      | (229  | )    |        |       | (274   | ) |        |       | (744   | )
|                      |  |                                                         |        |                    |       |                   |        |      |       |      |        |       |        |   |        |      
|Funds from operations |  | $                                                       | 14,208 |                    |       | $                 | 14,905 |      |       | $    | 38,483 |       |        | $ | 39,025 |      

The following table illustrates key operating statistics of our portfolio
for the three and nine months ended September 30, 2000 and 1999, regardless of ownership:

|                                  |                    |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|--------------------------------- | ------------------ |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                  |                    |  | Three Months Ended |        | Nine Months Ended
|                                  |                    |  | September 30,      |        | September 30,    
|                                  |                    |  |                    |        |                  
|                                  |                    |  | 2000               |        | 1999              |  | 2000 |        | 1999
|                                  |                    |  |                    |        |                   |  |      |        |     
|Comparable hotels (31 hotels)
(a)
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues     |  | $                  | 81,534 |                   |  | $    | 80,420 |      |  | $ | 233,200 |   |  | $ | 229,714 |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 69.89  |                   |  | $    | 68.12  |      |  | $ | 65.88   |   |  | $ | 64.52   |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 74.1   | %                 |  |      | 75.6   | %    |  |   | 69.5    | % |  |   | 70.3    | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 94.35  |                   |  | $    | 90.16  |      |  | $ | 94.76   |   |  | $ | 91.77   |  
|                                 
|                                 
|                                 
|                                 
|All hotels (33 hotels)
(b)       
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues     |  | $                  | 86,366 |                   |  | $    | 85,093 |      |  | $ | 247,282 |   |  | $ | 243,998 |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 69.92  |                   |  | $    | 68.23  |      |  | $ | 65.96   |   |  | $ | 64.75   |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 73.9   | %                 |  |      | 75.4   | %    |  |   | 69.3    | % |  |   | 70.3    | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 94.65  |                   |  | $    | 90.53  |      |  | $ | 95.13   |   |  | $ | 92.09   |  
|                                 
|                                 
|                                 
|                                 
|Doubletree Portfolio (10 hotels) 
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues     |  | $                  | 29,444 |                   |  | $    | 29,535 |      |  | $ | 83,249  |   |  | $ | 84,232  |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 69.12  |                   |  | $    | 68.22  |      |  | $ | 62.12   |   |  | $ | 62.29   |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 79.0   | %                 |  |      | 80.6   | %    |  |   | 72.4    | % |  |   | 73.3    | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 87.53  |                   |  | $    | 84.64  |      |  | $ | 85.81   |   |  | $ | 85.01   |  



|(a) |  | Includes hotels owned by Boykin in both
periods.                                              
|--- |  | ----------------------------------------------------------------------------------------------
|(b) |  | Includes all hotels owned by Boykin at the end of the quarter including
predecessors results.

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BMC

Quarter Ended September 30, 2000 Compared to 1999

For the quarter ended September 30, 2000, BMCs hotel revenues increased
5.3%, to $71.9 million, compared to $68.3 million for the same period in 1999.
The increase was primarily due to the addition of the Executive Plaza Hotel in
which ChiBoy commenced operations at the end of August 1999.

Percentage lease expense for the quarter ended September 30, 2000
increased 6.3%, to $22.8 million, compared to $21.4 million for the same period
in 1999 due to the increase in hotel revenues. Departmental and other hotel
operating expenses, consisting primarily of room expenses, food and beverage
costs, franchise fees, utilities, repairs and maintenance, management fees, and
other general and administrative expenses of the hotels were $49.2 million in
the quarter ended September 30, 2000 compared to $45.8 million for the same
period in 1999. As a percent of hotel revenues, the departmental and other
hotel operating expenses increased to 68.4% in 2000 from 67.0% in 1999.
Operating results for the third quarter of 2000 and 1999 contain the following
differences:

|
|
|
|
|
|
|
|
|
|
|
|
|

The combination of increased revenues with an increased in operating
expenses, as a percentage of revenues, resulted in lower net income of $.6
million for the quarter ended September 30, 2000 compared to net income of $1.6
million in 1999.

Nine months ended September 30, 2000 Compared to 1999

For the nine months ended September 30, 2000, BMCs hotel revenues
increased 6.9%, to $202.4 million, compared to $189.3 million for the same
period in 1999. The increase was primarily due to the addition of the Executive
Plaza Hotel in which ChiBoy commenced operations in August 1999. A drop in
revenues of the Doubletree portfolio offset the increase in hotel revenues in
2000 compared to 1999.

The percentage lease expense for the nine months ended September 30, 2000
increased 8.7%, to $61.5 million, compared to $56.6 million for the same period
in 1999 due to the increase in hotel revenues. Departmental and other hotel
operating expenses, consisting primarily of rooms expenses, food and beverage
costs, franchise fees, utilities, repairs and maintenance, management fees, and
other general and administrative expenses of the hotels were $140.2 million in
the nine months ended September 30, 1999 compared to $131.9 million for the
same period in 1999. As a percent of hotel revenues, the departmental and other
hotel operating expenses decreased to 69.3% in 2000 from 69.7% in 1999.

BMC recorded net income of $2.4 million for the nine months ended
September 30, 2000 compared to a net income of $2.3 million in 1999. The
increase in net income is primarily due to increased revenue performance of the
hotels in 2000 combined with expense efficiencies gained in higher volumes.




LIQUIDITY AND CAPITAL RESOURCES

Our primary source of cash to meet our cash requirements, including
distributions to shareholders, is our share of the Partnerships cash flow from
the percentage leases. The lessees obligations under the percentage leases
are largely unsecured and the lessees ability to make rent payments to the
Partnership under the percentage leases are substantially dependent on the
lessees ability to generate sufficient cash flow from the operation of the
hotels.

Westboy, LLC (Westboy), a wholly-owned subsidiary of BMC, leases the ten
Doubletree-licensed hotels owned by OLP pursuant to a percentage lease
agreement. The initial term of Westboys percentage lease agreement expires
December 31, 2002. Westboy has the option, but not the obligation, to renew the
lease for additional five-year terms, or may negotiate new terms acceptable to
both Westboy and OLP. Refer to Note 4 of the Notes to Consolidated Financial
Statements of BMC included in this Form 10-Q for selected financial information
related to Westboy. For the nine months ended September 30, 2000, Westboy
recognized a net loss of $1.1 million and

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##### Table of Contents



expects to remain in a loss position
for the year ended December 31, 2000. In the opinion of management, Westboy
should be able to continue making its percentage lease payments over the next
twelve months. However, there can be no assurance that Westboy will be able to
continue making percentage lease payments at the current rate over the long
term. In addition, no assurance can be given that the new lease terms with
Westboy, or any other party, after 2002 will be made at the current rate.

As of September 30, 2000, we had $4.5 million of unrestricted cash and
cash equivalents, and $6.8 million of restricted cash for the payment of
capital expenditures, real estate tax and insurance. We had outstanding
borrowings totaling $31.5 million and $282.4 million against our credit
facility and term notes payable, respectively. In November 2000, we repaid
$2.0 million on our line of credit, thus reducing our current
outstanding borrowings to $29.5
million.

In July 2000, we refinanced our $175 million credit facility with a new
$100 million credit facility and a $108 million secured term loan. We currently
have $29.5 million outstanding under the new credit facility, for which the
unused amount is available to fund hotel acquisitions, renovations, capital
expenditures, and working capital needs, as limited under terms of the credit
agreements. For information relating to the terms of our new credit facility
and our $130 million, $45 million and $108 million term notes payable, see
Notes 5 and 6, respectively, of the Notes to Consolidated Financial Statements
of Boykin Lodging Company included in this Form 10-Q. We may seek to negotiate
additional credit facilities or issue debt instruments. Any debt incurred or
issued by us may be secured or unsecured, long-term, medium-term or short-term,
bear interest at a fixed or variable rate, and be subject to such other terms
as the Board of Directors considers prudent.

Our joint venture with AEW may also allow us to take advantage of
acquisition opportunities in the lodging industry with private capital at a
time when public equity financing is limited. The venture with AEW also allows
us to receive fees and incentive returns based on the performance of assets we
have acquired to date and may acquire in the future.

We have an active shelf registration statement with the Securities and
Exchange Commission for the issuance of up to $187.5 million in securities.
Securities issued under this registration statement may be preferred shares,
depository shares, common shares or any combination thereof, and may be issued
at different times, depending on market conditions. Warrants to purchase these
securities may also be issued. The terms of issuance of any securities covered
by this registration statement would be determined at the time of their
offering.

The availability of borrowings under the credit facility is restrained by
borrowing base and loan-to-value limits, as well as other financial performance
covenants contained in the agreement. There can be no assurance that funds
will be available in anticipated amounts from the credit facility.

Effective with our third quarter 2000 dividend, we reduced our quarterly
dividend rate from $0.47 per share to $0.365. The reduced dividend rate will
improve our liquidity by allowing us to retain additional funds for
reinvestment. In this capital constrained environment, we believe it is
critical to retain some cash to keep our properties in excellent competitive
condition and to take advantage of high-yield internal growth opportunities.
No assurance can be given that we will make distributions in the future at the
current rate, or at all.




RECENT REIT LEGISLATION

Congress recently enacted legislation that will dramatically change the
tax rules applicable to hotel REITs. Effective in 2001, REITs will be able to
operate certain businesses through a taxable REIT subsidiary (TRS), which in
the past would have jeopardized their tax-free status. For hotel REITs, this
means that starting in 2001, our hotel properties can be leased to a TRS we
own, as long as the TRS hires an independent hotel operator to manage the
properties.

We are enthusiastic about this new legislation because we believe that it
will allow us to better align the interests of our operators with our
interests to
better motivate our operators, and to potentially capture more
of the income for our properties. Our Board of Directors has appointed a
special committee to evaluate how a TRS could benefit our shareholders. We
believe that we will be in a position to announce specific plans in 2001.

24



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##### Table of Contents






INFLATION

Our revenues are from percentage leases, which can change based on changes
in the revenues of our hotels. Therefore, we rely entirely on the performance
of the hotels and the lessees ability to increase revenues to keep pace with
inflation. Operators of hotels in general, and our lessees, can change room
rates quickly, but competitive pressures may limit the lessees ability to
raise rates to keep pace with inflation.

Our general and administrative costs as well as real estate and personal
property taxes, property and casualty insurance and ground rent are subject to
inflation.




SEASONALITY

Our hotels operations historically have been seasonal. Twenty-eight of
our hotels maintain higher occupancy rates during the second and third
quarters. The five hotels located in Florida experience their highest
occupancy in the first quarter. This seasonality pattern can be expected to
cause fluctuations in our quarterly lease revenue under the percentage leases.

COMPETITION AND OTHER ECONOMIC FACTORS

Our hotels are located in developed
areas that contain other hotel properties. The future occupancy, ADR
and REVPAR of any hotel could be materially and adversely affected by
an increase in the number of or quality of the competitive hotel properties
in its market area, specifically, reducing our percentage lease
revenues. Because of competition from newly constructed hotels in
certain markets, we have recently experienced lower than expected
percentage lease revenues from our hotels in these markets and we
expect this trend to continue for the remainder of 2000 and into
2001. Competition could also affect the quality and quantity of
future investment opportunities, or our ability to sell existing
properties.

As a portion of the lodging industrys sales are based upon
business, commercial and leisure travel, changes in general economic
conditions, demographics, or changes in local business economies,
could affect these and other travel segments. This may affect demand
for rooms, which would affect hotel revenues and therefore percentage
lease revenues.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our primary market risk exposure consists of changes in interest rates on
borrowings under our debt instruments that bear interest at variable rates that
fluctuate with market interest rates. These debt instruments include our new
secured credit facility, our $45 million secured term loan, our $108 million
term loan and our 43.75% share of Boykin Chicagos $30 million term note
payable.

We have entered into both variable and fixed rate debt arrangements to
allow us to optimize the balance of using variable rate debt versus fixed rate
debt. Our variable rate debt allows us to maximize financial flexibility when
selling properties and minimize potential prepayment penalties on fixed rate
loans. Our $130 million 6.9% fixed rate term note allows us to minimize our
interest rate risk exposure. We also purchased interest protection on our new
$108 million term note in July 2000 that caps the overall interest rate on this
debt at no more than 10.25%. Approximately 41% and 44% of our outstanding debt
was subject to variable rates at September 30, 2000 and December 31, 1999,
respectively. The average interest rate of our variable rate debt was 9.0 % for
the quarter ended September 30, 2000.

We review interest rate exposure quarterly in an effort to minimize the
risk of interest rate fluctuations. It is our policy to manage our exposure to
fluctuations in market interest rates on our borrowings, through the use of
fixed rate debt instruments, to the extent that reasonably favorable rates are
obtainable with such arrangements, and after considering the need for financial
flexibility related to our debt arrangements. We may enter into forward
interest rate agreements , or similar agreements, to hedge our variable rate
debt instruments where we believe the risk of adverse changes in market rates
is significant. Under a forward interest rate agreement, if the referenced
interest rate increases, we would be entitled to a receipt in settlement of the
agreement that economically would offset the higher financing cost of the debt
issued. If the referenced interest rate decreases, we would make payments in
settlement of the agreement, creating an expense that economically would offset
the reduced financing cost of the debt issued. Neither at December 31, 1999,
nor currently are we a party to any forward interest rate or similar
agreements. Other than an interest rate cap contract that exists under a loan
agreement with Boykin Chicago and the new $108 million interest rate cap
purchased in July 2000, we do not have any other material market-sensitive
financial instruments.

We do not believe that changes in market interest rates will have a
material impact on the performance or fair value of our hotel portfolio as the
value of our hotel portfolio is based primarily on the operating cash flow of
the hotels, before interest expense charges. However, a change of 1/4% in the
index rate to which our variable rate debt is tied would change our annual
interest incurred by $.5 million, based upon the balances outstanding on our
variable rate instruments at September 30, 2000.

25



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We estimate that the current market rate that we could obtain for a debt
instrument of similar terms and maturity as our $130 million 6.9% fixed rate
term note would be approximately 9.0%.

See Notes 5 and 6 to the consolidated financial statements for discussion
of the terms of the secured credit facilities and the term notes payable.




PART II

ITEM 1. LEGAL PROCEEDINGS

Our company is subject to various legal proceedings and claims that arise
in the ordinary course of business. In the opinion of management, the amount
of any ultimate liability with respect to these actions will not materially
affect our financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|    |  |                     |  |     |  |                                                                                                                               |  |                                                                                                                                                                                                                                                 
|--- |  | ------------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibits           
|    |  |                    
|   
|    |  | 3.1                 |  | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                   
|   
|   
|   
|   
|    |  | 3.2                 |  | (b) |  | Code of Regulations                                                                                                          
|   
|   
|   
|   
|    |  | 4.1                 |  | (b) |  | Specimen Share Certificate                                                                                                   
|   
|   
|   
|   
|    |  | 4.2                 |  | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                       
|   
|   
|   
|   
|    |  | 4.3                 |  | (c) |  | Shareholder Rights Agreement, dated as of May 25, 1999,
between Boykin Lodging Company and National City Bank as rights agent
|   
|   
|   
|   
|    |  | 27                  |  |     |  | Financial Data Schedule                                                                                                      
|   
|   
|   
|   
|    |  |                     |  |     |  | (a)                                                                                                                           |  | Incorporated by reference from Boykins Form 10-Q for the quarter
ended September 30, 1999.                                                                                                                                                     
|   
|   
|   
|   
|    |  |                     |  |     |  | (b)                                                                                                                           |  | Incorporated by reference from Amendment No. 3 to Boykins Registration Statement on Form S-11 (Registration No. 333-6341)
(the Form S-11) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
|   
|   
|   
|   
|    |  |                     |  |     |  | (c)                                                                                                                           |  | Incorporated by reference as Exhibit 1 from the registration statement on Form 8-A filed on June 10, 1999.                                                                                                                                      
|   
|(b) |  | Reports on Form 8-K
|   
|    |  | None.              

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##### Table of Contents






FORWARD LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking
statements. Those statements appear in a number of places in this Form 10-Q
and the documents incorporated by reference herein and include statements
regarding the intent, belief or current expectations of Boykin, its directors
or its officers with respect to:



| |  | Leasing, management or performance of the hotels,                                                                            
|- |  | -----------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
| |  | Adequacy of reserves for renovation and refurbishment,                                                                       
| 
| 
| 
| 
| |  | Potential acquisitions and dispositions by Boykin,                                                                           
| 
| 
| 
| 
| |  | Boykins financing plans,                                                                                                    
| 
| 
| 
| 
| |  | Boykins policies regarding investments, acquisitions, dispositions,
financings, conflicts of interest and other matters, and
| 
| 
| 
| 
| |  | Trends affecting Boykins or any hotels financial condition or results of
operations.                                       

You are cautioned that any such forward-looking statement is not a
guarantee of future performance and involves risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statement as a result of various factors. The factors that could cause actual
results to differ materially from our expectations include, among other
factors, financial performance, real estate conditions, execution of hotel
acquisition or disposition programs, changes in local or national economic conditions, changes
in interest rates, changes in local or national supply and
construction of new hotels, impact of changes in local or national
economic conditions on the occupancy of our hotels, changes in
profitability and margins and the financial condition or our lessees, and other similar variables. The information contained in
this Form 10-Q and in the documents incorporated by reference herein and
Boykins periodic filings with the Securities and Exchange Commission also
identifies important factors that could cause such differences.

With respect to any such forward-looking statement that includes a
statement of its underlying assumptions or bases, we caution that, while we
believe such assumptions or bases to be reasonable and have formed them in good
faith, assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we or
our management express an expectation or belief as to future results, that
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the stated expectation or
belief will result or be achieved or accomplished.

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.

|                  |  |                                       | 
|----------------- |  | ------------------------------------- | 
|                  |  | /s/ Robert W. Boykin                 
|                  |  |                                      
|November 13, 2000 |  | Robert W. Boykin                     
|                 
|                 
|                 
|                 
|                  |  | Chairman of the Board,               
|                 
|                 
|                 
|                 
|                  |  | President and Chief Executive Officer
|                 
|                 
|                 
|                 
|                  |  | (Principal Executive Officer)        
|                 
|                  |  | /s/ Paul A. ONeil                   
|                  |  |                                      
|November 13, 2000 |  | Paul A. ONeil                       
|                 
|                 
|                 
|                 
|                  |  | Chief Financial Officer and Treasurer
|                 
|                 
|                 
|                 
|                  |  | (Principal Accounting Officer)       

27



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##### Table of Contents






EXHIBIT INDEX

|    |  |                         |  |                                                                                                                                                                                                                                                 
|--- |  | ----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | (a)                     |  | Amended and Restated Articles of Incorporation, as amended                                                                                                                                                                                      
|   
|   
|   
|   
|3.2 |  | (b)                     |  | Code of Regulations                                                                                                                                                                                                                             
|   
|   
|   
|   
|4.1 |  | (b)                     |  | Specimen Share Certificate                                                                                                                                                                                                                      
|   
|   
|   
|   
|4.2 |  | (a)                     |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                                                                                                                                          
|   
|   
|   
|   
|4.3 |  | (c)                     |  | Shareholder Rights Agreement, dated as of May 25, 1999, between
Boykin Lodging Company and National City Bank as rights agent                                                                                                                   
|   
|   
|   
|   
|27  |  | Financial Data Schedule
|   
|   
|   
|   
|    |  | (a)                     |  | Incorporated by reference from Boykins Form 10-Q for the quarter
ended September 30, 1999.                                                                                                                                                     
|   
|   
|   
|   
|    |  | (b)                     |  | Incorporated by reference from Amendment No. 3 to Boykins
Registration Statement on Form S-11 (Registration No. 333-6341) (the
Form S-11) filed on October 24, 1996. Each of the above exhibits has
the same exhibit number in the Form S-11.
|   
|   
|   
|   
|    |  | (c)                     |  | Incorporated by reference as Exhibit 1 from the registration statement
on Form 8-A filed on June 10, 1999.                                                                                                                                      

28