##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549


FORM 10-Q

|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark
One) |  |                                                                                         
|X          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended September 30, 2003                                       
|          
|OR        
|          
|[   ]      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|          
|           |  | For the
transition period from ___________________ to ___________________               

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  X  No

The number of common shares, without par value, outstanding as of November
7, 2003, was 17,344,380.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                                         |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- |  |  |  |  |  | 
|PART I                       
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS                                            
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                                  
|                              |                                                                                               | CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|                              |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                             
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II                      
|                              | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                              | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                              | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                              | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                              | ITEM 5. OTHER INFORMATION                                                                    
|                              | ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                     
|SIGNATURES                   
|EXHIBIT INDEX                
|EX-31.1 302 CEO Certification
|EX-31.2 302 CFO Certification
|EX-32.1 906 CEO Certification
|EX-32.2 906 CFO Certification



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##### Table of Contents






PART I




ITEM 1.     FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

| |  |                                                                                                                                       |  |  |   | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | 
| |  | Consolidated Balance Sheets as of September 30, 2003 (unaudited)
     and December 31, 2002                                           |  |  | 3 | 
| |  | Consolidated Statements of Operations for the Three and Nine Months
     Ended September 30, 2003 and 2002 (unaudited)                |  |  | 4 | 
| |  | Consolidated Statement of Shareholders Equity and Comprehensive Income for the Nine Months
     Ended September 30, 2003 (unaudited) |  |  | 5 | 
| |  | Consolidated Statements of Cash Flows for the Nine Months
     Ended September 30, 2003 and 2002 (unaudited)                          |  |  | 6 | 
| |  | Notes to Consolidated Financial Statements                                                                                            |  |  | 7 | 





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##### Table of Contents






BOYKIN LODGING COMPANY  CONSOLIDATED BALANCE SHEETS  AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
(dollar amounts in thousands)


|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |          |         | 
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------------- | ------- | ------------ | ------- | -------- | ------- | 
|                                                                                                                                          |                                                                                                                                                                                             |                            |         | (Unaudited)   |         |              |         |         
|                                                                                                                                          |                                                                                                                                                                                             |                            |         | September 30, |         | December 31,
|                                                                                                                                          |                                                                                                                                                                                             |                            |         | 2003          |         | 2002        
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |             
|ASSETS                                                                                                                                    |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|Investment in hotel properties                                                                                                            |                                                                                                                                                                                             | $                          | 630,127 |               |         | $            | 588,432 |         
|                                                                                                                                          | Accumulated depreciation                                                                                                                                                                    |                            |         | (144,235      | )       |              |         | (124,990 | )      
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|Investment in hotel properties, net                                                                                                       |                                                                                                                                                                                             |                            | 485,892 |               |         |              | 463,442 |         
|Cash and cash equivalents                                                                                                                 |                                                                                                                                                                                             |                            | 15,270  |               |         |              | 25,453  |         
|Restricted cash                                                                                                                           |                                                                                                                                                                                             |                            | 19,720  |               |         |              | 13,492  |         
|Accounts receivable, net of allowance for doubtful accounts of $199
and $406 as of September 30, 2003 and December 31, 2002,
respectively |                                                                                                                                                                                             |                            | 33,726  |               |         |              | 8,757   |         
|Receivable from related party related to lease terminations                                                                               |                                                                                                                                                                                             |                            |        |               |         |              | 6       |         
|Rent receivable from lessee                                                                                                               |                                                                                                                                                                                             |                            | 428     |               |         |              | 154     |         
|Inventories                                                                                                                               |                                                                                                                                                                                             |                            | 1,828   |               |         |              | 1,990   |         
|Deferred financing costs and other, net                                                                                                   |                                                                                                                                                                                             |                            | 1,866   |               |         |              | 2,919   |         
|Investment in unconsolidated joint ventures                                                                                               |                                                                                                                                                                                             |                            | 16,525  |               |         |              | 17,156  |         
|Other assets                                                                                                                              |                                                                                                                                                                                             |                            | 8,920   |               |         |              | 12,707  |         
|Assets of discontinued operations, net                                                                                                    |                                                                                                                                                                                             |                            |        |               |         |              | 29,433  |         
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|                                                                                                                                          |                                                                                                                                                                                             | $                          | 584,175 |               |         | $            | 575,509 |         
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                      |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|Borrowings against credit facility                                                                                                        |                                                                                                                                                                                             | $                          | 27,500  |               |         | $            |        |         
|Term notes payable                                                                                                                        |                                                                                                                                                                                             |                            | 263,481 |               |         |              | 257,952 |         
|Accounts payable and accrued expenses                                                                                                     |                                                                                                                                                                                             |                            | 40,689  |               |         |              | 36,076  |         
|Accounts payable to related party                                                                                                         |                                                                                                                                                                                             |                            | 1,029   |               |         |              | 678     |         
|Dividends/distributions payable                                                                                                           |                                                                                                                                                                                             |                            | 1,188   |               |         |              | 4,747   |         
|Due to lessees                                                                                                                            |                                                                                                                                                                                             |                            | 127     |               |         |              | 281     |         
|Deferred lease revenue                                                                                                                    |                                                                                                                                                                                             |                            | 427     |               |         |              |        |         
|Minority interest in joint ventures                                                                                                       |                                                                                                                                                                                             |                            | 2,438   |               |         |              | 2,419   |         
|Minority interest in operating partnership                                                                                                |                                                                                                                                                                                             |                            | 12,283  |               |         |              | 14,202  |         
|Liabilities of discontinued operations                                                                                                    |                                                                                                                                                                                             |                            |        |               |         |              | 18,863  |         
|SHAREHOLDERS EQUITY:                                                                                                                     |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|                                                                                                                                          | Preferred shares, without par value; 10,000,000 shares
authorized; 181,000 shares issued and outstanding as of
September 30, 2003 and December 31,
2002 (liquidation
preference of $45,250) |                            |         |              |         |              |         |         |        
|                                                                                                                                          | Common shares, without par value; 40,000,000 shares
authorized; 17,344,380 and 17,276,407 shares outstanding
as of September 30, 2003 and December 31, 2002, respectively                   |                            |         |              |         |              |         |         |        
|                                                                                                                                          | Additional paid-in capital                                                                                                                                                                  |                            |         | 357,291       |         |              |         | 356,228  |        
|                                                                                                                                          | Distributions and losses in excess of income                                                                                                                                                |                            |         | (120,677      | )       |              |         | (112,970 | )      
|                                                                                                                                          | Other comprehensive loss                                                                                                                                                                    |                            |         |              |         |              |         | (1,773   | )      
|                                                                                                                                          | Unearned compensation  restricted shares                                                                                                                                                   |                            |         | (1,601        | )       |              |         | (1,194   | )      
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|                                                                                                                                          |                                                                                                                                                                                             | Total shareholders equity |         |               | 235,013 |              |         |          | 240,291 | 
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         
|                                                                                                                                          |                                                                                                                                                                                             | $                          | 584,175 |               |         | $            | 575,509 |         
|                                                                                                                                          |                                                                                                                                                                                             |                            |         |               |         |              |         |         

See notes to consolidated financial statements.

3



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BOYKIN LODGING COMPANY  CONSOLIDATED STATEMENTS OF OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002
(unaudited, amounts in thousands, except for per-share data)


|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     |  |         |         | 
|---------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- |  | ------------------ | ------ | ----------------- | - | ------ | ------ | ---- | - | ------- | ------- | --- |  | ------- | ------- | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  | Three Months Ended |        | Nine Months Ended
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  | September 30,      |        | September 30,    
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                  
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  | 2003               |        | 2002              |   | 2003   |        | 2002
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |     
|Revenues:                                                                          |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  | Hotel revenues                                                                                                                                                                                                                                                   |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     |  |         |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Rooms                            |  | $                  | 38,838 |                   |   | $      | 40,552 |      |   | $       | 112,579 |     |  | $       | 114,221 | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Food and beverage                |  |                    | 16,383 |                   |   |        | 16,325 |      |   |         | 51,619  |     |  |         | 50,448  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Other                            |  |                    | 3,710  |                   |   |        | 3,929  |      |   |         | 10,002  |     |  |         | 10,081  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  | Total hotel revenues                                                                                                                                                                                                                                             |                                  |  | 58,931             |        |                   |   | 60,806 |        |      |   | 174,200 |         |     |  | 174,750 |        
|                                                                                   |  | Lease revenue                                                                                                                                                                                                                                                    |                                  |  | 501                |        |                   |   | 1,378  |        |      |   | 1,175   |         |     |  | 4,046   |        
|                                                                                   |  | Revenues from condominium development and unit sales                                                                                                                                                                                                             |                                  |  | 12,436             |        |                   |   | 445    |        |      |   | 29,532  |         |     |  | 4,120   |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Total revenues                   |  |                    | 71,868 |                   |   |        | 62,629 |      |   |         | 204,907 |     |  |         | 182,916 | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|Expenses:                                                                          |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  | Hotel operating expenses                                                                                                                                                                                                                                         |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     |  |         |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Rooms                            |  |                    | 9,697  |                   |   |        | 9,806  |      |   |         | 28,099  |     |  |         | 26,975  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Food and beverage                |  |                    | 11,553 |                   |   |        | 11,569 |      |   |         | 36,978  |     |  |         | 34,555  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Other direct                     |  |                    | 2,297  |                   |   |        | 2,226  |      |   |         | 6,283   |     |  |         | 6,226   | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Indirect                         |  |                    | 19,931 |                   |   |        | 18,013 |      |   |         | 55,278  |     |  |         | 51,134  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Management fees to related party |  |                    | 1,315  |                   |   |        | 891    |      |   |         | 3,465   |     |  |         | 2,894   | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Management fees to third parties |  |                    | 146    |                   |   |        | 807    |      |   |         | 1,260   |     |  |         | 2,270   | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  | Total hotel operating expenses                                                                                                                                                                                                                                   |                                  |  | 44,939             |        |                   |   | 43,312 |        |      |   | 131,363 |         |     |  | 124,054 |        
|                                                                                   |  | Property taxes, insurance and other                                                                                                                                                                                                                              |                                  |  | 4,085              |        |                   |   | 3,586  |        |      |   | 11,484  |         |     |  | 11,311  |        
|                                                                                   |  | Cost of condominium development and unit sales                                                                                                                                                                                                                   |                                  |  | 8,135              |        |                   |   | 311    |        |      |   | 19,820  |         |     |  | 3,084   |        
|                                                                                   |  | Real estate related depreciation and amortization                                                                                                                                                                                                                |                                  |  | 7,880              |        |                   |   | 8,262  |        |      |   | 23,517  |         |     |  | 21,407  |        
|                                                                                   |  | Corporate general and administrative                                                                                                                                                                                                                             |                                  |  | 1,831              |        |                   |   | 1,666  |        |      |   | 5,653   |         |     |  | 5,417   |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Total operating expenses         |  |                    | 66,870 |                   |   |        | 57,137 |      |   |         | 191,837 |     |  |         | 165,273 | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  | Operating income                 |  |                    | 4,998  |                   |   |        | 5,492  |      |   |         | 13,070  |     |  |         | 17,643  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|                                                                                   |  | Interest income                                                                                                                                                                                                                                                  |                                  |  | 55                 |        |                   |   | 113    |        |      |   | 174     |         |     |  | 273     |        
|                                                                                   |  | Other income                                                                                                                                                                                                                                                     |                                  |  | 93                 |        |                   |   | 228    |        |      |   | 284     |         |     |  | 588     |        
|                                                                                   |  | Interest expense                                                                                                                                                                                                                                                 |                                  |  | (3,579             | )      |                   |   | (5,107 | )      |      |   | (12,270 | )       |     |  | (14,799 | )      
|                                                                                   |  | Amortization of deferred financing costs                                                                                                                                                                                                                         |                                  |  | (295               | )      |                   |   | (506   | )      |      |   | (1,704  | )       |     |  | (1,511  | )      
|                                                                                   |  | Minority interest in earnings of joint ventures                                                                                                                                                                                                                  |                                  |  | (34                | )      |                   |   | (68    | )      |      |   | (74     | )       |     |  | (107    | )      
|                                                                                   |  | Minority interest in loss of operating partnership                                                                                                                                                                                                               |                                  |  | 134                |        |                   |   | 165    |        |      |   | 1,217   |         |     |  | 266     |        
|                                                                                   |  | Equity in loss of unconsolidated joint ventures                                                                                                                                                                                                                  |                                  |  | (109               | )      |                   |   | (439   | )      |      |   | (818    | )       |     |  | (1,428  | )      
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|Income
(loss) before gain (loss) on disposal of assets and
discontinued operations |  |                                                                                                                                                                                                                                                                  | 1,263                            |  |                    |        | (122              | ) |        |        | (121 | ) |         |         | 925 | 
|                                                                                   |  | Gain (loss) on disposal of assets                                                                                                                                                                                                                                |                                  |  | (28                | )      |                   |   |       |        |      |   | 348     |         |     |  |        |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 
|Income (loss) before discontinued operations                                       |  |                                                                                                                                                                                                                                                                  | 1,235                            |  |                    |        | (122              | ) |        |        | 227  |   |         |         | 925 | 
|                                                                                   |  | Discontinued operations:                                                                                                                                                                                                                                         |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     |  |         |        
|                                                                                   |  | Operating income (loss) from discontinued operations, net of
minority interest income (expense) of $13 and $328, for the
three and nine months ended September 30, 2003 and $(37)
and $(21) for the three and nine months ended September 30,
2002, respectively |                                  |  | (76                | )      |                   |   | 210    |        |      |   | (1,851  | )       |     |  | 116     |        
|                                                                                   |  | Gain (loss) on sale of assets, net of minority interest
income (expense) of $26 and $(116) for the three and nine
months ended September 30, 2003, respectively                                                                                                  |                                  |  | (148               | )      |                   |   |       |        |      |   | 654     |         |     |  |        |        
|                                                                                   |  |                                                                                                                                                                                                                                                                  |                                  |  |                    |        |                   |   |        |        |      |   |         |         |     | 





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|                                                                                              |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |   |        |  | 
|--------------------------------------------------------------------------------------------- | --------------------------------- | ------------------- | ----- | - | ------ | - | -- | - | ------ | - | ------ | - | ------ | - | ----- | - | ------ |  | 
|Net income (loss)                                                                             |                                   | $                   | 1,011 |   |        | $ | 88 |   |        | $ | (970   | ) |        | $ | 1,041 |  
|                                                                                              |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|                                                                                              |                                   | Preferred dividends |       |   | (1,188 | ) |    |   |       |   |        |   | (3,563 | ) |       |   |       | 
|                                                                                              |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|Net income (loss) attributable to common shareholders                                         |                                   | $                   | (177  | ) |        | $ | 88 |   |        | $ | (4,533 | ) |        | $ | 1,041 |  
|                                                                                              |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|Net income (loss) per share attributable to common shareholders
beforediscontinued operations |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|                                                                                              |                                   | Basic               |       | $ | 0.00   |   |    | $ | (0.01  | ) |        | $ | (0.19  | ) |       | $ | 0.05   | 
|                                                                                              |                                   | Diluted             |       | $ | 0.00   |   |    | $ | (0.01  | ) |        | $ | (0.19  | ) |       | $ | 0.05   | 
|                                                                                              | Discontinued operations per share |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |   |       
|                                                                                              |                                   | Basic               |       | $ | (0.01  | ) |    | $ | 0.01   |   |        | $ | (0.07  | ) |       | $ | 0.01   | 
|                                                                                              |                                   | Diluted             |       | $ | (0.01  | ) |    | $ | 0.01   |   |        | $ | (0.07  | ) |       | $ | 0.01   | 
|Net income (loss) per share attributable to common shareholders(a)                            |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|                                                                                              |                                   | Basic               |       | $ | (0.01  | ) |    | $ | 0.01   |   |        | $ | (0.26  | ) |       | $ | 0.06   | 
|                                                                                              |                                   | Diluted             |       | $ | (0.01  | ) |    | $ | 0.01   |   |        | $ | (0.26  | ) |       | $ | 0.06   | 
|Weighted average number of common shares outstanding                                          |                                   |                     |       |   |        |   |    |   |        |   |        |   |        |   |       |  
|                                                                                              |                                   | Basic               |       |   | 17,344 |   |    |   | 17,262 |   |        |   | 17,334 |   |       |   | 17,240 | 
|                                                                                              |                                   | Diluted             |       |   | 17,445 |   |    |   | 17,385 |   |        |   | 17,438 |   |       |   | 17,360 | 



|(a) |  | Per share amounts may not add due to rounding
|--- |  | ---------------------------------------------

See notes to consolidated financial statements.

4



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BOYKIN LODGING COMPANY  CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(unaudited, dollar amounts in thousands)


|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |               |        |   |        |       |   |   |        |      |   |   |         |       |        |  
|----------------------------- | --------------------------------------------------------------------- | ------------------------------------- | ------- | --------- | - | ------------- | ---------- | ------- | - | ------- | ------- | ------------ | - | ------------- | -------- | ------------- | ------ | - | ------ | ----- | - | - | ------ | ---- | - | - | ------- | ----- | ------ | -
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          | Distributions |        |   |        |      
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         | Additional   |   | and Losses    |          | Other         |        |   |        |       |   |   |        |     
|                              |                                                                       |                                       |         | Preferred |   |               |            |         |   | Paid-In |         | In Excess of |   | Comprehensive |          | Unearned      |        |  
|                              |                                                                       |                                       |         | Shares    |   | Common Shares |            | Capital |   | Income  |         | Gain/(Loss)  |   | Compensation  |          | Total        
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |              
|Balance at December 31, 2002  |                                                                       |                                       | 181,000 |           |   |               | 17,276,407 |         |   | $       | 356,228 |              |   | $             | (112,970 | )             |        | $ | (1,773 | )     |   | $ | (1,194 | )    |   | $ | 240,291 |      
|                              | Issuance of common shares,
net of offering expenses
of $3             |                                       |         |          |   |               |            | 77,528  |   |         |         | 1,144        |   |               |          |              |        |   |        |      |   |   |        | (990 | ) |   |         | 154   |       
|                              | Common share purchases for
treasury                                   |                                       |         |          |   |               |            | (9,555  | ) |         |         | (81          | ) |               |          |              |        |   |        |      |   |   |        |     |   |   |         | (81   | )     
|                              | Dividends declared                                                    |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |               |        |   |        |       |   |   |        |      |   |   |         |       |       
|                              |                                                                       | $0.18 per common share               |         |           |  |               |            |         |  |         |         |              |  |               |          |               | (3,174 | ) |        |       |  |   |        |      |  |   |         |       | (3,174 | )
|                              |                                                                       | $19.6875 per Class A
preferred share |         |           |  |               |            |         |  |         |         |              |  |               |          |               | (3,563 | ) |        |       |  |   |        |      |  |   |         |       | (3,563 | )
|                              | Amortization of unearned
compensation                                 |                                       |         |          |   |               |            |        |   |         |         |             |   |               |          |              |        |   |        |      |   |   |        | 583  |   |   |         | 583   |       
|                              | Net loss                                                              |                                       |         |          |   |               |            |        |   |         |         |             |   |               |          | (970          | )      |   |        |      |   |   |        |     |   |   |         | (970  | )     
|                              | Other comprehensive income
Net unrealized gain
on interest rate swap |                                       |         |          |   |               |            |        |   |         |         |             |   |               |          |              |        |   |        | 1,773 |   |   |        |     |   |   |         | 1,773 |       
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |               |        |   |        |       |   |   |        |      |   |   |         |      
|                              | Total comprehensive income                                            |                                       |         |          |   |               |            |        |   |         |         |             |   |               |          |              |        |   |        |      |   |   |        |     |   |   |         | 803   |       
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |               |        |   |        |       |   |   |        |      |   |   |         |      
|Balance at September 30, 2003 |                                                                       |                                       | 181,000 |           |   |               | 17,344,380 |         |   | $       | 357,291 |              |   | $             | (120,677 | )             |        | $ |       |       |   | $ | (1,601 | )    |   | $ | 235,013 |      
|                              |                                                                       |                                       |         |           |   |               |            |         |   |         |         |              |   |               |          |               |        |   |        |       |   |   |        |      |   |   |         |      

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY  CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(unaudited, amounts in thousands)


|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |        |        |        |  
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------- | ------- | ------ | ------- | ------ | ------ | ------ | ------ | -
|                                                         |                                                                                               |                                                 |                                       |         | 2003   |         | 2002  
|                                                         |                                                                                               |                                                 |                                       |         |        |         |       
|Cash flows from operating activities:                    |                                                                                               |                                                 |                                       |         |        |         |        |       
|                                                         | Net income (loss)                                                                             |                                                 | $                                     | (970    | )      |         | $      | 1,041  |       
|                                                         | Adjustments to reconcile net income (loss) to net cash flow provided by
operating activities- |                                                 |                                       |         |        |         |        |        |       
|                                                         |                                                                                               | Gain on disposal/sale of assets                 |                                       |         | (1,118 | )       |        |        |       |       
|                                                         |                                                                                               | Depreciation and amortization                   |                                       |         | 26,027 |         |        |        | 24,322 |       
|                                                         |                                                                                               | Amortization of unearned compensation           |                                       |         | 583    |         |        |        | 870    |       
|                                                         |                                                                                               | Equity in loss of unconsolidated joint ventures |                                       |         | 818    |         |        |        | 1,428  |       
|                                                         |                                                                                               | Deferred lease revenue                          |                                       |         | 427    |         |        |        | 421    |       
|                                                         |                                                                                               | Minority interests                              |                                       |         | (1,355 | )       |        |        | (138   | )     
|                                                         |                                                                                               | Changes in assets and liabilities-              |                                       |         |        |         |        |        |        |       
|                                                         |                                                                                               |                                                 | Accounts receivable and inventories   |         |        | (23,956 | )      |        |        | (119   | )
|                                                         |                                                                                               |                                                 | Restricted cash                       |         |        | (6,228  | )      |        |        | (1,635 | )
|                                                         |                                                                                               |                                                 | Accounts payable and accrued expenses |         |        | 4,750   |        |        |        | 2,295  |  
|                                                         |                                                                                               |                                                 | Amounts due to/from lessees           |         |        | (422    | )      |        |        | 2,197  |  
|                                                         |                                                                                               |                                                 | Other                                 |         |        | 3,745   |        |        |        | 814    |  
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Net cash flow provided by operating activities           |                                                                                               |                                                 | 2,301                                 |         |        |         | 31,496 |       
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Cash flows from investing activities:                    |                                                                                               |                                                 |                                       |         |        |         |        |       
|                                                         | Cash assumed in connection with termination of leases                                         |                                                 |                                       |        |        |         |        | 5,765  |       
|                                                         | Investment in unconsolidated joint ventures                                                   |                                                 |                                       | (481    | )      |         |        | (4,408 | )     
|                                                         | Distributions received from unconsolidated joint ventures                                     |                                                 |                                       | 267     |        |         |        | 148    |       
|                                                         | Improvements and additions to hotel properties, net                                           |                                                 |                                       | (46,289 | )      |         |        | (8,014 | )     
|                                                         | Net proceeds from sale of assets                                                              |                                                 |                                       | 29,314  |        |         |        |       |       
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Net cash flow used in investing activities               |                                                                                               |                                                 | (17,189                               | )       |        |         | (6,509 | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Cash flows from financing activities:                    |                                                                                               |                                                 |                                       |         |        |         |        |       
|                                                         | Payments of dividends and distributions                                                       |                                                 |                                       | (10,786 | )      |         |        |       |       
|                                                         | Net borrowings against credit facility                                                        |                                                 |                                       | 27,500  |        |         |        | 589    |       
|                                                         | Repayments of term notes                                                                      |                                                 |                                       | (18,552 | )      |         |        | (1,563 | )     
|                                                         | Borrowings against term notes                                                                 |                                                 |                                       | 7,206   |        |         |        |       |       
|                                                         | Payment of deferred financing costs                                                           |                                                 |                                       | (681    | )      |         |        | (455   | )     
|                                                         | Net proceeds from issuance of common shares                                                   |                                                 |                                       | 154     |        |         |        | 258    |       
|                                                         | Cash payment for common share purchases                                                       |                                                 |                                       | (81     | )      |         |        | (173   | )     
|                                                         | Distributions to joint venture minority interest partners                                     |                                                 |                                       | (55     | )      |         |        | (144   | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Net cash flow provided by (used in) financing activities |                                                                                               |                                                 | 4,705                                 |         |        |         | (1,488 | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Net change in cash and cash equivalents                  |                                                                                               | $                                               | (10,183                               | )       |        | $       | 23,499 |       
|Cash and cash equivalents, beginning of period           |                                                                                               |                                                 | 25,453                                |         |        |         | 3,610  |       
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       
|Cash and cash equivalents, end of period                 |                                                                                               | $                                               | 15,270                                |         |        | $       | 27,109 |       
|                                                         |                                                                                               |                                                 |                                       |         |        |         |        |       

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  SEPTEMBER 30, 2003
(unaudited, dollar amounts in thousands except per share data)


1.     BACKGROUND:

Boykin Lodging Company, an Ohio corporation (together with its subsidiaries
Boykin), is a real estate investment trust (REIT) that owns hotels
throughout the United States of America. As of September 30, 2003, Boykin owned
interests in 29 hotels containing a total of 8,430 guest rooms located in 18
states.

Formation and Significant Events

Boykin was formed and completed an initial public offering (IPO) in 1996
to continue and expand the over 40-year history of hotel ownership, acquisition,
redevelopment and repositioning activities of its predecessors, Boykin
Management Company and its affiliates. Boykin Hotel Properties, L.P., an Ohio
limited partnership (the Partnership), is the operating partnership that
transacts business and holds the direct and indirect ownership interests in
Boykins hotels. As of September 30, 2003, Boykin had an 85.2% ownership
interest in and was the sole general partner of the Partnership.

Since the IPO, Boykin has expanded its hotel portfolio by using capital
raised through a combination of common share issuances, debt financings,
strategic joint ventures and cash flow generated from operations.

Consolidated Joint Ventures

As of September 30, 2003, Boykin owned three hotels through joint venture
structures with hotel operators. The following table sets forth these joint
ventures:

|                       |  |                               |  |            |    |            |  |                                 |   |               |  |                                         |  |              
|---------------------- |  | ----------------------------- |  | ---------- | -- | ---------- |  | ------------------------------- | - | ------------- |  | --------------------------------------- |  | -------------
|                       |  |                               |  | Boykin     |    | JV         |  |                                 |   |              
|                       |  | JV                            |  | Ownership  |    | Ownership  |  |                                 |   | Date of Hotel
|Name of Joint Venture  |  | Partner                       |  | Percentage |    | Percentage |  | Hotel Owned Under Joint Venture |   | Purchase     
|                       |  |                               |  |            |    |            |  |                                 |   |              
|BoyStar Ventures, L.P. |  | Interstate Hotels and
Resorts |  |            | 91 | %          |  |                                 | 9 | %             |  | Holiday Inn Minneapolis West            |  | July 1997    
|Shawan Road Hotel L.P. |  | Davidson Hotel Company        |  |            | 91 | %          |  |                                 | 9 | %             |  | Marriotts Hunt Valley Inn              |  | July 1997    
|Boykin San Diego LLC   |  | Outrigger Lodging Services    |  |            | 91 | %          |  |                                 | 9 | %             |  | Hampton Inn San Diego Airport/Sea World |  | November 1997

Unconsolidated Joint Ventures

Boykin has a 25% ownership interest in 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. The Boykin/AEW venture has a
75% ownership interest in Boykin Chicago, LLC, which owns Hotel 71, located in
downtown Chicago. Boykin owns the remaining 25% ownership interest in Boykin
Chicago, LLC thereby resulting in Boykins total ownership percentage in the
hotel of 43.75%. Boykin Chicago, LLC has entered into a management agreement
with Boykin Management Company Limited Liability Company (BMC) to manage Hotel
71. Management and other fees earned by BMC for the three and nine month periods
ended September 30, 2003 totaled $125 and $328, respectively. For the nine
months ended September 30, 2003, fees of $11 were paid to a wholly-owned
subsidiary of BMC for design services related to capital improvements at the
hotel. An additional $1 was paid for other services provided pursuant to the
management agreements.

Boykin has a 50% ownership interest in a joint venture with Concord
Hospitality Enterprises (Concord), a privately owned hotel investment and
management company based in Raleigh, North Carolina. The joint venture owns a
227-room Courtyard by Marriott® in Lyndhurst, New Jersey which is managed by
Concord.

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Because of the non-controlling nature of Boykins ownership interests in
these two joint ventures, Boykin accounts for these investments using the
equity method.

Boykins carrying value of its investment in the joint ventures differs
from its share of the partnership equity reported in the balance sheets of the
unconsolidated joint ventures due to Boykins cost of its investment in excess
of the historical net book values related to the direct investment in Boykin
Chicago, LLC. Boykins additional basis is allocated to depreciable assets and
depreciation is recognized on a straight-line basis over 30 years.

The following table sets forth the total assets, liabilities, equity and
components of net income (loss), including Boykins share, related to the
unconsolidated joint ventures discussed above as of September 30, 2003 and
December 31, 2002 and for the three and nine month periods ended September 30,
2003 and 2002:

|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 
|------------------------------------------------ |  | ------------- | ------ | -------------- |  | ------------- | ------ | ------------ |  | - | ------ |  |  | - | ------ | 
|                                                 |  | Boykin/AEW    |        | Boykin/Concord
|                                                 |  |               |        |               
|                                                 |  | September 30, |        | December 31,   |  | September 30, |        | December 31,
|                                                 |  | 2003          |        | 2002           |  | 2003          |        | 2002        
|                                                 |  |               |        |                |  |               |        |             
|Total assets                                     |  | $             | 69,913 |                |  | $             | 70,058 |              |  | $ | 22,554 |  |  | $ | 23,762 | 
|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 
|Accrued expenses                                 |  |               | 2,756  |                |  |               | 3,285  |              |  |   | 247    |  |  |   | 356    | 
|Outstanding debt                                 |  |               | 37,499 |                |  |               | 36,656 |              |  |   | 16,858 |  |  |   | 17,138 | 
|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 
|Total liabilities                                |  |               | 40,255 |                |  |               | 39,941 |              |  |   | 17,105 |  |  |   | 17,494 | 
|Equity                                           |  |               | 29,658 |                |  |               | 30,117 |              |  |   | 5,449  |  |  |   | 6,268  | 
|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 
|Boykins share of equity                         |  |               | 12,797 |                |  |               | 12,992 |              |  |   | 2,725  |  |  |   | 3,134  | 
|Boykins additional basis in Boykin
Chicago, LLC |  |               | 1,003  |                |  |               | 1,030  |              |  |   |       |  |  |   |       | 
|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 
|Investment in unconsolidated joint
venture       |  | $             | 13,800 |                |  | $             | 14,022 |              |  | $ | 2,725  |  |  | $ | 3,134  | 
|                                                 |  |               |        |                |  |               |        |              |  |   |        |  |  |   |        | 

|                                    |  |               |        |                |  |               |        |               |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------------- | ------ | -------------- |  | ------------- | ------ | ------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | - | ----- | - |  | - | ----- | - |  | - | ------ | - |  | - | ------ | -
|                                    |  | Boykin/AEW    |        | Boykin/Concord
|                                    |  |               |        |               
|                                    |  | Three Months  |        | Nine Months    |  | Three Months  |        | Nine Months  
|                                    |  | Ended         |        | Ended          |  | Ended         |        | Ended        
|                                    |  | September 30, |        | September 30,  |  | September 30, |        | September 30,
|                                    |  | 2003          |        | 2002           |  | 2003          |        | 2002          |  | 2003 |        | 2002 |  | 2003 |        | 2002
|                                    |  |               |        |                |  |               |        |               |  |      |        |      |  |      |        |     
|Revenues                            |  | $             | 4,098  |                |  | $             | 2,570  |               |  | $    | 10,734 |      |  | $    | 6,487  |      |  | $ | 1,728 |   |  | $ | 1,600 |   |  | $ | 4,897  |   |  | $ | 3,822  |  
|Hotel operating expenses            |  |               | (2,844 | )              |  |               | (2,152 | )             |  |      | (7,596 | )    |  |      | (5,493 | )    |  |   | (986  | ) |  |   | (956  | ) |  |   | (2,779 | ) |  |   | (2,476 | )
|Real estate related depreciation    |  |               | (793   | )              |  |               | (412   | )             |  |      | (2,343 | )    |  |      | (1,214 | )    |  |   | (276  | ) |  |   | (328  | ) |  |   | (862   | ) |  |   | (700   | )
|Property taxes, insurance and other |  |               | (275   | )              |  |               | (272   | )             |  |      | (841   | )    |  |      | (840   | )    |  |   | (128  | ) |  |   | (121  | ) |  |   | (404   | ) |  |   | (361   | )
|                                    |  |               |        |                |  |               |        |               |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|Operating income (loss)             |  |               | 186    |                |  |               | (266   | )             |  |      | (46    | )    |  |      | (1,060 | )    |  |   | 338   |   |  |   | 195   |   |  |   | 852    |   |  |   | 285    |  
|Amortization                        |  |               | (69    | )              |  |               | (68    | )             |  |      | (208   | )    |  |      | (265   | )    |  |   | (23   | ) |  |   | (24   | ) |  |   | (66    | ) |  |   | (65    | )
|Interest expense                    |  |               | (424   | )              |  |               | (392   | )             |  |      | (1,301 | )    |  |      | (1,177 | )    |  |   | (193  | ) |  |   | (227  | ) |  |   | (600   | ) |  |   | (578   | )
|Other                               |  |               |       |                |  |               | (178   | )             |  |      | (6     | )    |  |      | (308   | )    |  |   | (75   | ) |  |   | (35   | ) |  |   | (470   | ) |  |   | (52    | )
|                                    |  |               |        |                |  |               |        |               |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|Net income (loss)                   |  |               | (307   | )              |  |               | (904   | )             |  |      | (1,561 | )    |  |      | (2,810 | )    |  |   | 47    |   |  |   | (91   | ) |  |   | (284   | ) |  |   | (410   | )
|Boykins share of net income (loss) |  |               | (132   | )              |  |               | (393   | )             |  |      | (676   | )    |  |      | (1,223 | )    |  |   | 23    |   |  |   | (46   | ) |  |   | (142   | ) |  |   | (205   | )

Taxable REIT Subsidiaries

As of January 1, 2002, Boykin leased 31 properties to taxable REIT
subsidiaries (TRS), which engaged hotel management companies to operate the
hotels under management contracts. Bellboy, Inc. (Bellboy) is the TRS which,
through its subsidiaries, leased 29 of Boykins properties. Boykin Chicago, LLC
and the Boykin/Concord joint venture each also have TRS entities who lease their
properties, 71 E. Wacker Leasing, Inc. and BoyCon Leasing, Inc., respectively.

Effective September 1, 2002, the joint venture with Davidson Hotel Company
(Davidson) formed a TRS, Hunt Valley Leasing, Inc. (Hunt Valley), to lease
the Marriotts Hunt Valley Inn. Davidson continues to manage the hotel under a
management agreement, which was also effective September 1, 2002.

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As of September 30, 2003, all hotels Boykin had an ownership interest in,
other than the Hampton Inn San Diego Airport/Sea World, were operated under the
TRS structure.

The consolidated financial statements include the operating results of the
consolidated hotels under the TRS structure subsequent to the formation of each
TRS. Previously, revenues on the consolidated financial statements were derived
primarily from lease payments which were made out of the net operating income of
the properties; now reported revenues are generated from total revenues from the
properties with the related operating expenses also being reported.

Hilton Modification Agreement

On April 30, 2003, Boykin entered into an agreement (the Modification
Agreement) with a subsidiary of Hilton Hotels Corporation (Hilton) to
terminate the long-term management agreement related to the ten Doubletree
hotels then managed by Hilton.

Six of the hotels, the Doubletree Sacramento, the Doubletree Omaha, the
Doubletree Colorado Springs, the Doubletree Portland Lloyd Center, the
Doubletree Boise, and the Doubletree Portland Downtown, continued to be
Doubletree hotels under license agreements which became effective in May. On the
effective date of the license agreements, Hilton ceased managing the properties
and Boykin engaged BMC to manage the properties.

In July, Hilton ceased management of the hotel in Bellevue, Washington, and
Boykin entered into an agreement with BMC to begin managing the property.
Simultaneously, the Doubletree franchise was removed from the property and was
replaced by a franchise agreement with Ramada Franchise Systems, Inc.

Boykin sold two of the hotels, the property located in Springfield, Oregon
and the Doubletree Spokane Valley, in July and August, respectively.
Boykin anticipates that the
Doubletree Yakima Valley, the property which remained under Hilton management as
of September 30, will change franchise affiliation and management by February
2004.

Lastly, as part of the Modification Agreement, Boykin converted the
Berkeley Marina Radisson to a Doubletree Hotel under a 15-year license
agreement.

Doubletree Portland Downtown Hotel

Boykin has been notified that the City of Portland, through the Portland
Development Commission (PDC), may seek to acquire the Doubletree Portland
Downtown Hotel in Portland, Oregon, through its power of eminent domain. If
acquired, Boykin understands that the property would be developed for the
purpose of student housing, academic, retail and conference uses for Portland
State University. To date, the PDC has not formally initiated condemnation
proceedings; however, the PDC has annexed the property into one of the citys
renewal areas. In the event that the PDC does initiate such proceedings, Boykin
has been advised that the PDC has the right to take the property for just
compensation, determined by the fair market value of the property. As such, at
the advice of legal counsel, Boykin has provided, and will continue to provide,
information as requested by the PDC in connection with the determination of a
fair value for the property. At this point in time, management does not have an
estimate of any gain or loss that may result from such proceeding.

Acquisition of Radisson Suite Beach Resort

In August 2003, Boykin acquired the Radisson Suite Beach Resort on Marco
Island, Florida, for a purchase price of $27,250. The acquisition and related
transaction costs, totaling $28,302, were funded primarily through borrowings
from Boykins credit facility. The resort, located on the beaches of Florida
overlooking the Gulf of Mexico, contains 233 one- and two-bedroom suites. Boykin
leased the property to Bellboy which in turn engaged BMC to manage the resort.
The operating results of the acquired property have been and will continue to be
included in the accompanying consolidated financial statements commencing on the
date of acquisition. Upon acquisition, Boykin entered into a franchise agreement
which requires annual minimum franchise fees of $150.

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##### Table of Contents



Hotel Managers

As of September 30, 2003, BMC and certain of its subsidiaries managed 25 of
the 29 hotels in which Boykin has ownership interests. BMC is owned by Robert W.
Boykin, Chairman and Chief Executive Officer of Boykin (53.8%), and his brother,
John E. Boykin (46.2%). Hilton managed a hotel under a management agreement that
Boykin anticipates will terminate by February 2004. Outrigger Lodging Services, Davidson and
Concord each managed one property.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The separate financial statements of Boykin, the Partnership, Bellboy, Hunt
Valley 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. Boykin believes
that the results of operations contained within the financial statements reflect
all costs of Boykin doing business.

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. Boykin
believes that all adjustments, consisting of normal recurring adjustments and
accruals, considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 2003
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. The operations of the hotels have historically been
seasonal. The five hotels located in Florida have historically experienced their
highest occupancy in the first quarter, while the remaining hotels have
historically maintained higher occupancy rates during the second and third
quarters. 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, 2002. Certain prior period amounts have been
reclassified to conform to the current period presentation.

Condominium Units

White Sand Villas

During 2002, Boykin began construction of a new 92-unit tower, White Sand
Villas, at its Pink Shell Beach Resort. Deposits totaling $7,789 at September
30, 2003 and $4,921 at December 31, 2002 received for the purchase of units in
the White Sand Villas are included in accounts payable and accrued expenses on
the balance sheet. A portion of the deposits was available for use as payment of
construction costs. The portion that is not available is reflected in restricted
cash.

Condominium project revenue and expenses for units under construction are
recognized on the percentage of completion method upon satisfaction of the
following criteria: (a) construction is determined to be beyond a preliminary
stage, (b) the buyer is not entitled to a refund except for nondelivery of the
unit, (c) sufficient units are under binding contract to assure the entire
property will not revert to rental property, (d) sales prices have been
determined to be collectible, and (e) aggregate sales proceeds and costs can be
reasonably estimated. In 2003, revenue was recognized under percentage of
completion accounting as the project had satisfied the criteria outlined above.
Percentage of completion accounting involves the use of estimates for the
relation of revenues on sold units to total revenues of the project and for
total cost of the project. The profit margin realized on the White Sand Villas
could change if actual sales prices differ from current estimates and if
estimated costs change due to a change in scope or scheduling of the project or
other factors. Boykin reported $11,907 and $24,823 in revenues and $7,816 and
$16,804 in costs under the percentage of completion method of accounting for the
three and nine month periods ended September 30, 2003, respectively.

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The amount of costs in excess of the revenue recognized on the White Sand
Villas project is $402 and is reflected in other assets within the consolidated
balance sheet. The outstanding accounts receivable related to the recognition of
revenue for the White Sand Villas units totaled $24,823 as of September 30,
2003.

Sanibel View Villas

Revenues from condominium development and unit sales for the third quarter
of 2003 include revenues related to the sale of two Sanibel View Villas
condominium units. As of September 30, 2003, all of the 59 available units were
sold. The revenue related to the sale of the units was recorded upon
satisfaction of the following two criteria: (a) the profit is determinable and
(b) the earnings process is virtually complete. These criteria are generally met
at the closing of the sale.

New Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which addresses the disclosure to be made
by a guarantor in its interim and annual financial statements about its
obligations under guarantees. Interpretation No. 45 also requires the
recognition of a liability by a guarantor at the inception of certain
guarantees. Interpretation No. 45 requires the guarantor to recognize a
liability for the non-contingent component of the guarantee; this is the
obligation to stand ready to perform in the event that specified triggering
events or conditions occur. The initial measurement of this liability is the
fair value of the guarantee at inception. The recognition of the liability is
required even if it is not probable that payments will be required under the
guarantee or if the guarantee was issued with a premium payment or as part of a
transaction with multiple elements. Boykin has adopted the disclosure
requirements of Interpretation No. 45 for all guarantees entered into prior to
January 1, 2003. There are no guarantees which require recognition under this
Interpretation as of September 30, 2003.

In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure an amendment of FASB
Statement No. 123. Statement No. 148 amends FASB Statement No. 123, Accounting
for Stock-Based Compensation, to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, Statement No. 148 amends the disclosure
requirements of Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. Adoption did not have a material effect on the financial condition or
results of operations of Boykin.

As of September 30, 2003, Boykin had a Long-Term Incentive Plan (LTIP).
Boykin has adopted the disclosure only provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, and applies Accounting Principles Board Opinion
No. 25 and related interpretations in accounting for its employee share option
plan. If Boykin had elected to recognize compensation costs for the LTIP based
on the fair value at the grant dates for option awards consistent with the
method prescribed by SFAS No. 123, reported amounts of net
income (loss) and net income (loss) per
share would have been changed to the pro forma amounts indicated below.

|                                                      |         |   |                                  |       |                                 |   |           |      |           |   |        |       |   |   |       |      | 
|----------------------------------------------------- | ------- | - | -------------------------------- | ----- | ------------------------------- | - | --------- | ---- | --------- | - | ------ | ----- | - | - | ----- | ---- | 
|                                                      |         |   | Three Months Ended September 30, |       | Nine Months Ended September 30,
|                                                      |         |   |                                  |       |                                
|                                                      |         |   | 2003                             |       | 2002                            |   | 2003      |      | 2002     
|                                                      |         |   |                                  |       |                                 |   |           |      |          
|                                                      |         |   | Pro Forma                        |       | Pro Forma                       |   | Pro Forma |      | Pro Forma
|                                                      |         |   |                                  |       |                                 |   |           |      |          
|Net income (loss) attributable to common shareholders |         | $ | (177                             | )     |                                 | $ | 88        |      |           | $ | (4,533 | )     |   | $ | 1,041 |     
|Stock-based employee compensation expense             |         |   | (32                              | )     |                                 |   | (38       | )    |           |   | (95    | )     |   |   | (113  | )   
|                                                      |         |   |                                  |       |                                 |   |           |      |           |   |        |       |   |   |       |     
|Proforma net income (loss)                            |         |   | (209                             | )     |                                 |   | 50        |      |           |   | (4,628 | )     |   |   | 928   |     
|Proforma net income (loss) per common share:          |         |   |                                  |       |                                 |   |           |      |           |   |        |       |   |   |       |     
|                                                      | Basic   |   | $                                | (0.01 | )                               |   | $         | 0.00 |           |   | $      | (0.27 | ) |   | $     | 0.05 | 
|                                                      | Diluted |   | $                                | (0.01 | )                               |   | $         | 0.00 |           |   | $      | (0.27 | ) |   | $     | 0.05 | 

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In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, which addresses consolidation by business
enterprises of variable interest entities. In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. Interpretation No. 46
requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the entitys
activities or is entitled to receive a majority of the entitys residual returns
or both. The consolidation requirements of Interpretation No. 46 apply
immediately to variable interest entities created after January 31, 2003 and
apply to older entities in the fourth quarter of 2003. Boykin does not believe
that it has any unconsolidated variable interest entities as of September 30,
2003.

On April 30, 2003 the FASB issued Statement No. 149 (SFAS 149),
Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under Statement 133. In particular, this Statement clarifies under
what circumstances a contract with an initial net investment meets the
characteristic of a derivative as discussed in Statement 133 and it clarifies
when a derivative contains a financing component that warrants special reporting
in the statement of cash flows. SFAS 149 is effective for contracts entered into
or modified after September 30, 2003 and for hedging relationships designated
after September 30, 2003 and is to be applied prospectively. This statement has
not had and is not expected to have a material impact on Boykins financial
position or results of operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity, which establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability. The effective date of a
portion of the Statement has been indefinitely postponed by the FASB. Boykin did
not enter into new financial instruments subsequent to May 2003 which would fall
within the scope of this statement. Boykin has identified two consolidated joint
ventures which have minority interest amounts totaling $1,445 at September 30,
2003 that appear to meet the criteria for liability recognition in accordance
with paragraphs 9 and 10 under SFAS 150 due to the finite life of the joint
venture arrangements. Accordingly, if and when the measurements and
classification provision of these paragraphs are adopted, Boykin will be
required to reclassify the liquidation amounts of such minority interests to
liabilities with the resulting income statement effect being classified as a
cumulative effect of an accounting change and subsequent fluctuations in current
liquidation amounts recorded through interest expense. Boykin is
currently evaluating the impact that this statement would have if and
when these paragraphs are adopted.

3.     EARNINGS PER SHARE:

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period whereas diluted earnings per share adjusts
the weighted average shares outstanding for the effect of all dilutive
securities. For the three and nine months ended September 30, 2003 and 2002, the
weighted average basic and diluted common shares outstanding were as follows:

|                               |                         |  |                    |        |                   |  |            |        |      |  |            |        |  |  |            |        | 
|------------------------------ | ----------------------- |  | ------------------ | ------ | ----------------- |  | ---------- | ------ | ---- |  | ---------- | ------ |  |  | ---------- | ------ | 
|                               |                         |  | Three Months Ended |        | Nine Months Ended
|                               |                         |  | September 30,      |        | September 30,    
|                               |                         |  |                    |        |                  
|                               |                         |  | 2003               |        | 2002              |  | 2003       |        | 2002
|                               |                         |  |                    |        |                   |  |            |        |     
|Basic                          |                         |  | 17,344,380         |        |                   |  | 17,262,316 |        |      |  | 17,333,521 |        |  |  | 17,239,889 |       
|Effect of dilutive securities: |                         |  |                    |        |                   |  |            |        |      |  |            |        |  |  |            |       
|                               | Common stock options    |  |                    | 12,531 |                   |  |            | 56,964 |      |  |            | 14,068 |  |  |            | 54,944 | 
|                               | Restricted share grants |  |                    | 87,673 |                   |  |            | 65,500 |      |  |            | 89,921 |  |  |            | 65,500 | 
|                               |                         |  |                    |        |                   |  |            |        |      |  |            |        |  |  |            |       
|Diluted                        |                         |  | 17,444,584         |        |                   |  | 17,384,780 |        |      |  | 17,437,510 |        |  |  | 17,360,333 |       

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4.     PARTNERSHIP UNITS/MINORITY INTERESTS:

A total of 2,718,256 limited partnership units of the Partnership were
issued and outstanding at September 30, 2003 and 2002. The weighted average
number of limited partnership units outstanding for the three and nine month
periods ended September 30, 2003 and 2002 were 2,718,256.

The minority interest liability is affected by the limited partnership
units outstanding as well as the existence of preferred partnership units which
are owned by Boykin. The preferred partnership units mirror the terms of the
preferred depositary shares outstanding.

5.     DISCONTINUED OPERATIONS:

The provisions of SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets require that hotels sold or held for sale be treated as
discontinued operations. Boykin considers assets to be held for sale when they
are under contract, significant non-refundable deposits have been made by the
potential buyer and the assets are immediately available to be sold.

During the nine months ended September 30, 2003, Boykin sold the Knoxville
Hilton, the Hampton Inn Lake Norman, the Holiday Inn Lake Norman, a hotel in
Springfield, Oregon and the Doubletree Spokane Valley for aggregate proceeds of
$29,650. The net proceeds of the Knoxville Hilton, Hampton Inn Lake Norman and
Holiday Inn Lake Norman were applied to the $108,000 term loan in connection
with a release of the properties from the loans collateral. Net proceeds from
the sale of the Springfield hotel and the Doubletree Spokane Valley were used to
pay off outstanding amounts on Boykins credit facility as well as for general
corporate purposes.

The assets and liabilities of the five properties as of December 31, 2002,
and the results of operations of the properties through the sale date and for
the three and nine months ended September 30, 2002, have been reclassified as
discontinued operations in the accompanying financial statements. Interest
expense and deferred loan costs have been attributed to the properties, as
applicable, based upon the term loan amounts that were repaid with the proceeds
of the sales.

The results of operations and the financial position of the five properties
sold were as follows:

|                                                  |                                            |   |                    |     |                   |   |        |     |      |   |        |        |   |   |         |     | 
|------------------------------------------------- | ------------------------------------------ | - | ------------------ | --- | ----------------- | - | ------ | --- | ---- | - | ------ | ------ | - | - | ------- | --- | 
|                                                  |                                            |   | Three Months Ended |     | Nine Months Ended
|                                                  |                                            |   | September 30,      |     | September 30,    
|                                                  |                                            |   |                    |     |                  
|                                                  |                                            |   | 2003               |     | 2002              |   | 2003   |     | 2002
|                                                  |                                            |   |                    |     |                   |   |        |     |     
|Revenues                                          |                                            | $ | 743                |     |                   | $ | 5,512  |     |      | $ | 6,827  |        |   | $ | 15,731  |    
|Hotel operating expenses                          |                                            |   | (755               | )   |                   |   | (4,193 | )   |      |   | (6,401 | )      |   |   | (12,393 | )  
|Management fees to related party                  |                                            |   |                   |     |                   |   | (88    | )   |      |   | (45    | )      |   |   | (244    | )  
|Management fees to third parties                  |                                            |   | (17                | )   |                   |   | (80    | )   |      |   | (157   | )      |   |   | (234    | )  
|Property taxes, insurance and other               |                                            |   | (53                | )   |                   |   | (203   | )   |      |   | (1,446 | )      |   |   | (722    | )  
|Other expenses                                    |                                            |   |                   |     |                   |   | (44    | )   |      |   | (10    | )      |   |   | (54     | )  
|Interest expense                                  |                                            |   |                   |     |                   |   | (180   | )   |      |   | (141   | )      |   |   | (543    | )  
|Real estate related depreciation
and amortization |                                            |   | (7                 | )   |                   |   | (463   | )   |      |   | (627   | )      |   |   | (1,362  | )  
|Amortization of deferred financing costs          |                                            |   |                   |     |                   |   | (14    | )   |      |   | (179   | )      |   |   | (42     | )  
|                                                  |                                            |   |                    |     |                   |   |        |     |      |   |        |        |   |   |         |    
|                                                  | Income (loss) from discontinued
operations |   | $                  | (89 | )                 |   | $      | 247 |      |   | $      | (2,179 | ) |   | $       | 137 | 
|                                                  |                                            |   |                    |     |                   |   |        |     |      |   |        |        |   |   |         |    

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|                                      |                   |   |              |        | 
|------------------------------------- | ----------------- | - | ------------ | ------ | 
|                                      |                   |   | December 31,
|                                      |                   |   | 2002        
|                                      |                   |   |             
|Accounts receivable, net              |                   | $ | 716          |       
|Inventories                           |                   |   | 135          |       
|Other assets                          |                   |   | 348          |       
|Deferred financing costs, net         |                   |   | 228          |       
|Investment in hotel properties, net   |                   |   | 28,006       |       
|                                      |                   |   |              |       
|                                      | Total assets      |   | $            | 29,433 | 
|                                      |                   |   |              |       
|Accounts payable and accrued expenses |                   | $ | 1,868        |       
|Accounts payable to related party     |                   |   | 120          |       
|Term notes payable                    |                   |   | 16,875       |       
|                                      |                   |   |              |       
|                                      | Total liabilities |   | $            | 18,863 | 
|                                      |                   |   |              |       

6.     CREDIT FACILITY:

As of September 30, 2003, Boykin had a revolving credit facility which
enabled it to borrow up to $36,200, subject to borrowing base and loan-to-value
limitations, at a rate that ranged between LIBOR plus 2.25% to LIBOR plus 4.00%
(4.7% as of September 30, 2003), as defined. Boykin was required to pay a 0.25%
fee on the unused portion of the credit facility. The facility had an initial
expiration date in July 2003. In July, Boykin received an extension of the
initial maturity date until October 11, 2003 and reduced the size of the
facility to $36,200 from $65,000. As of September 30, 2003, the credit facility,
which had outstanding borrowings of $27,500, was secured by six hotel properties
with a net carrying value of $80,575. There were no outstanding borrowings
against the credit facility as of December 31, 2002.

The credit facility requires Boykin, among other things, to maintain a
minimum net worth, a coverage ratio of earnings before interest expense, taxes,
depreciation and amortization (EBITDA) to debt service, a coverage ratio of
EBITDA to debt service and fixed charges and a maximum leverage ratio. Further,
Boykin is required to comply with the standards set forth in the franchise
agreement for each hotel and to maintain its REIT status. The terms of the
credit facility place certain restrictions on common share dividends; however,
Boykin is entitled to distribute up to 100% of REIT taxable income. Boykin was
in compliance with its covenants at September 30, 2003.

As described in Note 12, Boykin entered into a new credit facility in
October 2003 and utilized a portion of the proceeds to repay this maturing
facility.

7.     TERM NOTES PAYABLE:

Red Lion Inns Operating L.P. (OLP), a wholly-owned subsidiary of the
Partnership, has a $130,000 term loan agreement that expires in June 2023 and
may be prepaid without penalty after May 21, 2008. The outstanding balance as of
September 30, 2003 and December 31, 2002 was $123,183 and $124,860,
respectively. The loan bears interest at a fixed rate of 6.9% until May 2008,
and thereafter at a new fixed rate to be determined. As of September 30, 2003,
the loan was secured by seven Doubletree hotels with a net carrying value of
$207,247 and as of December 31, 2002, was secured by ten Doubletree hotels with
a net carrying value of $226,698. The loan requires principal repayments based
on a 25-year amortization schedule. 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 Boykin 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. The
term note also requires OLP to maintain certain financial reporting
requirements. OLP was in compliance with these requirements at September 30,
2003.

Boykins $45,000 term loan agreement was scheduled to mature in July 2003,
however, the lenders agreed to a three month extension on the term loan. In
conjunction with the preferred stock offering in October 2002, Boykin

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used a portion of the net proceeds to reduce the loan balance by $3,033, therefore, at
September 30, 2003 and December 31, 2002, the outstanding balance was $41,967.
The loan was secured by three hotel properties with a net carrying value of
$42,275 and $43,150 at September 30, 2003 and December 31, 2002, respectively,
and bears interest at a rate that fluctuates at LIBOR plus 2.0% to LIBOR plus
4.0% (4.6% at September 30, 2003). 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 a leverage ratio below a specified level.
Boykin is required to comply with the standards set forth in the franchise
agreement for each hotel and to maintain its REIT status. Boykin was in
compliance with its covenants at September 30, 2003. As described in Note 12,
Boykin entered into a new credit facility in October 2003 and utilized a portion
of the proceeds to repay this term loan.

Boykin Holding, LLC (BHC), a wholly-owned subsidiary of the Partnership,
has a $108,000 term loan agreement. In connection with the sale of the Knoxville
Hilton, the Hampton Inn Lake Norman and the Holiday Inn Lake Norman in 2003, the
loan balance was reduced to $91,125. The loan had an initial maturity date of
July 2003, but Boykin exercised the first of two one-year extension options;
therefore, the maturity date is currently July 2004. As of September 30, 2003,
the loan was secured by six hotel properties with a net carrying value of
$60,023. The net carrying value of the nine properties that secured the property
at December 31, 2002 was $74,136. The term loan bears interest at a rate that
fluctuates at LIBOR plus 2.35% (3.47% at September 30, 2003). 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 Boykin 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 reporting requirements. BHC
was in compliance with these requirements at September 30, 2003.

In March 2001, the Partnership entered into an interest rate swap
agreement, which fixed the overall interest rate at 7.32% on $83,000 of debt
designated to BHCs $108,000 term note through July 2003. The swap expired in
July 2003, and Boykin did not renew the swap or purchase a replacement
instrument. BHC also had interest rate protection on the remaining $25,000
original principal to cap the overall loan interest rate at no more than 10.25%.
The initial cap matured in July 2003, at which time Boykin purchased interest
rate protection on the entire outstanding balance of $91,125, to cap the
interest rate at no more than 10.25% for a period of one year. The cap had no
value at September 30, 2003.

In January 2003, White Sand Villas Development LLC, a wholly-owned
subsidiary of Bellboy, closed on a $23,300 construction loan with a bank. The
loan is due in 2005, bears interest at a rate that fluctuates at LIBOR plus
2.50% (3.62% at September 30, 2003) and requires principal payments based upon
the closing of condominium sales. At September 30, 2003, $7,206 was outstanding
on the loan.

As a part of normal business activities, Boykin issues letters of credit
through major banking institutions as required by certain debt and insurance
agreements. As of September 30, 2003, there was one outstanding letter of credit
which totaled $235. As of September 30, 2003, Boykin had not entered into any
other significant off-balance sheet financing arrangements.

Maturities of long-term debt at September 30, 2003 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2003                |  | $ | 42,553  | 
|2004                |  |   | 93,527  | 
|2005                |  |   | 9,808   | 
|2006                |  |   | 2,788   | 
|2007                |  |   | 2,990   | 
|2008 and thereafter |  |   | 111,815 | 
|                    |  |   |         | 
|                    |  | $ | 263,481 | 
|                    |  |   |         | 

As described in Note 12, a portion of the amounts maturing in 2003 have
been repaid utilizing the proceeds of a new credit facility.

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8.     RELATED PARTY TRANSACTIONS:

Management and other fees earned by BMC for the consolidated hotels related
to provisions within the hotel management contracts for the three and nine
months ended September 30, 2003 totaled $1,315 and $3,510, respectively. The
management agreements between Boykin and BMC were approved by the independent
members of the Board of Directors. As of September 30, 2003, with respect to the
consolidated hotels, Boykin had related party payables to BMC of $1,029,
primarily related to management fees and reimbursements of expenses on behalf of
the hotel properties.

For the nine months ended September 30, 2003, Boykin paid a wholly-owned
subsidiary of BMC $515 and $16 for design and project management services,
respectively, related to capital improvements at its consolidated hotels. An
additional $12 was paid for other services provided pursuant to the management
agreements. Fees paid to BMC and its subsidiaries for services which are not
subject to management agreements are at market prices as determined by the
independent members of the Board of Directors. The Boards market price
determinations are based from time to time on market checks performed by
management and outside consultants, comparative information provided by BMC, and
industry publications.

Boykin believes that the methodologies used for determining the amounts to
be paid to BMC and its subsidiaries for management and other services are
reasonable.

During 2001, a wholly-owned subsidiary of BMC sold a portion of its
business to an unrelated third party. A portion of the sales price is contingent
upon the revenues the business receives from Boykin.

9.     STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

As of September 30, 2003 there were $1,188 of preferred dividends which
were declared but not paid. As of December 31, 2002, there were $4,747 of common
and preferred dividends and Partnership distributions which were declared but
not paid.

Interest paid during the nine-month periods ended September 30, 2003 and
2002 was $12,799 and $15,427, respectively.

In the first nine months of 2003, Boykin issued 132,000 common shares,
valued at $990, under Boykins Long-Term Incentive Plan.

10.     INCOME TAXES

Boykin qualifies as a REIT under Sections 856-860 of the Internal Revenue
Code. As a REIT, Boykin generally will not be subject to federal corporate
income tax on that portion of its net income that does not relate to TRS
subsidiaries. Accordingly, no provision for income taxes has been reflected in
the accompanying consolidated financial statements for the corporate level
entities.

Upon the effective date of the establishment of Boykins TRSs, the
subsidiaries became subject to federal and state income taxes. Boykins TRSs
account for income taxes in accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes. As of September 30, 2003, Boykins TRSs have a
deferred tax asset of approximately $4,193, prior to any valuation allowance,
related to the assumption of the retained deficit of Westboy as well as the
cumulative operating losses of the TRSs and their subsidiaries since their
formation. Boykins TRSs have recorded a 100% valuation allowance against this
asset due to the uncertainty of realization of the deferred tax asset and
therefore, no provision or benefit from income taxes is reflected in the
accompanying consolidated statements of operations. As of September 30, 2003,
the net operating loss carry-forwards have remaining lives of approximately 19
to 20 years.

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11.     PRO FORMA FINANCIAL INFORMATION

The following condensed pro forma financial information is presented as if
the acquisition of the Radisson Suite Beach Resort had occurred on January 1,
2002.

|                                                                |         |   |                    |            |                   |   |        |            |      |   |         |            |   |   |         |            | 
|--------------------------------------------------------------- | ------- | - | ------------------ | ---------- | ----------------- | - | ------ | ---------- | ---- | - | ------- | ---------- | - | - | ------- | ---------- | 
|                                                                |         |   | Three Months Ended |            | Nine Months Ended
|                                                                |         |   | September 30,      |            | September 30,    
|                                                                |         |   |                    |            |                  
|                                                                |         |   | 2003               |            | 2002              |   | 2003   |            | 2002
|                                                                |         |   |                    |            |                   |   |        |            |     
|Total revenues                                                  |         | $ | 73,658             |            |                   | $ | 64,893 |            |      | $ | 214,589 |            |   | $ | 192,180 |           
|Net income (loss) attributable to common
shareholders           |         |   | (440               | )          |                   |   | (445   | )          |      |   | (3,760  | )          |   |   | 1,315   |           
|Net income (loss) per share attributable to
common shareholders |         |   |                    |            |                   |   |        |            |      |   |         |            |   |   |         |           
|                                                                | Basic   |   | $                  | (0.03      | )                 |   | $      | (0.03      | )    |   | $       | (0.22      | ) |   | $       | 0.08       | 
|                                                                | Diluted |   | $                  | (0.03      | )                 |   | $      | (0.03      | )    |   | $       | (0.22      | ) |   | $       | 0.08       | 
|Weighted average number of common shares
outstanding            |         |   |                    |            |                   |   |        |            |      |   |         |            |   |   |         |           
|                                                                | Basic   |   |                    | 17,344,380 |                   |   |        | 17,262,316 |      |   |         | 17,333,521 |   |   |         | 17,239,889 | 
|                                                                | Diluted |   |                    | 17,444,584 |                   |   |        | 17,384,780 |      |   |         | 17,437,510 |   |   |         | 17,360,333 | 

12.     SUBSEQUENT EVENTS

In October 2003, Boykin entered into a new secured, revolving credit
facility with a financial institution which enables Boykin to borrow up to
$78,000, subject to borrowing base and loan-to-value limitations. Currently,
Boykin has borrowed $74,000 from the new secured credit facility and used the
proceeds to repay the $27,500 outstanding under Boykins previous credit
facility, $41,967 outstanding under the maturing $45,000 term loan and for other
corporate purposes. The new facility has a term of three years and initially
bears interest at a floating rate of LIBOR plus 3.75%. Boykin is required to pay
a fee of 0.375% on the unused portion of the credit facility. The new facility
has financial and other covenants similar to the previous credit facility and is
initially secured by seven hotel properties.

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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 (REIT) that currently owns interests in 29 hotels throughout the United
States. Boykin Lodging was formed and completed an initial public offering in
1996 to continue and expand the over 40-year history of hotel ownership,
acquisition, redevelopment and repositioning activities of its predecessors,
Boykin Management Company and its affiliates (the Boykin Group). Boykin Hotel
Properties, L.P., an Ohio limited partnership (the Partnership), is the
operating partnership entity that transacts business and holds the direct and
indirect ownership interests in our hotels. As of September 30, 2003, Boykin had
an 85.2% ownership interest in, is the sole general partner of and does all of
its business through the Partnership.

Our primary business objectives are to maximize current returns to our
shareholders by increasing cash flow available for distribution and long-term
total returns to shareholders through appreciation in value of our common
shares.

THIRD QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2003

Refer to the Results of Operations section below for discussion of our
third quarter 2003 results compared to 2002 results.

Our operations during the third quarter continued to be negatively effected
by the continuing softness in the economy. During the third quarter of 2003, our
comparable consolidated portfolio, comprised of 24 properties owned and operated
by a taxable REIT subsidiary (TRS) at both September 30, 2003 and 2002,
experienced a revenue per available room (RevPAR) decline of 9.1% from the
third quarter of 2002. The comparable portfolio also experienced a decline in
hotel operating profit margin, defined as hotel operating profit (hotel revenues
less hotel operating expenses) as a percentage of hotel revenues, of
approximately 440 basis points over the same period of 2002.

We continue to make progress on our redevelopment of our Pink Shell Beach
Resort. Construction of the new 92-unit White Sand Villas tower will
significantly upgrade the character of the resort. The tower is expected to open
during the first quarter of 2004. We have started the architecture and design
stage of the final component to the Pink Shell redevelopment project, which
involves tearing down two low-rise buildings and replacing them with a new
43-unit building. Similar to White Sand Villas, the units in the new building
will be sold as condominiums, with the expectation that the owners would put
their unused room nights back to the resort by contract. Zoning for the new
building, which will contain a full-service fine dining restaurant with a view
of the Gulf of Mexico, has been approved. We anticipate starting the marketing
efforts and the pre-sales of this new building during the first quarter of 2004.
Construction then is expected to commence during the second quarter, after the
Florida peak season, subject to obtaining financing for the project and a
sufficient level of pre-sales of the condominium units.

In July 2003, we sold our hotel located in Springfield, Oregon, for a price
of $6.5 million. The net proceeds of the sale were used to pay off the $4.0
million outstanding on our credit facility, to settle $0.7 million of the
termination fee to Hilton, and for general corporate purposes. In August 2003,
we sold our Doubletree Spokane Valley for a price of $5.4 million. The proceeds
were used for general corporate purposes and to settle $0.7 million of the
termination fee to Hilton. Both hotels were previously used as security for the
$130.0 million term loan, however, in July, the collateral was released in
connection with the substitution of another of our properties to secure the
loan, and therefore, no payment on the term loan was required in connection with
the sales.

In July 2003, Hilton ceased management of our hotel in Bellevue,
Washington. We subsequently entered into an agreement with BMC to manage the
property. The management agreement is for a term of five years and is cancelable
by us without penalty upon 90 days notice. At the time of the management
transfer, the Doubletree flag was removed from the property and was replaced by
a franchise agreement with Ramada Franchise Systems, Inc. BMC commenced
management of the Holiday Inn Minneapolis West in July, replacing Interstate
Hotels and Resorts. Currently, BMC manages 25 of our 29 hotels.

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In August 2003, we purchased the Radisson Suite Beach Resort on Marco
Island, Florida, for a purchase price of $27.25 million, utilizing availability
under our previous secured credit facility. The beachfront resort is situated
along the Gulf of Mexico on Floridas Marco Island, just south of Naples. The
resort comprises 233 deluxe one- and two-bedroom suites, all with screened
balconies and views of the Gulf.

Two ancillary conference centers, the projects in Berkeley and in Omaha,
were completed and are receiving positive reviews. The physical characteristics
and the service standards at both facilities were designed to meet criteria
established by the International Association of Conference Centers (IACC).
Upon completion of the concepts, both facilities were inspected by, and were
awarded membership to IACC. A third project at our Portland Lloyd Center
property is underway and anticipated to become operational during the second
quarter of 2004.

Earlier in 2003, the Governor of Indiana signed into law a bill which
allowed the residents of Orange County, Indiana to decide whether to permit a
riverboat casino to open in the county. Our French Lick Springs Resort and Spa
is located in Orange County. The bill required that casino gambling be approved
in a countywide referendum, which was subsequently held on November 4, 2003. The
results of the vote reflected a majority vote to approve riverboat gaming within
the county. The bill, as approved, provides that the riverboat casino would be
located in the town of French Lick or nearby West Baden. The Indiana Gaming
Commission is expected to begin soliciting proposals from interested parties to
develop and operate the casino. We anticipate that a casino opening in Orange
County would increase tourism in the county, leading to greater demand for rooms
at the French Lick Springs Resort and Spa. Opening of a casino remains subject
to many items including identification of a suitable operator, approval of the
operator by the Indiana Gaming Commission and such operators ability to raise
financing to fund construction of a riverboat casino.

We have been notified that the City of Portland, through the Portland
Development Commission (PDC), may seek to acquire our Doubletree Portland
Downtown Hotel in Portland, Oregon, through its power of eminent domain. If
acquired, we understand that the property would be developed for the purpose of
student housing, academic, retail and conference uses for Portland State
University. To date, the PDC has not formally initiated condemnation
proceedings; however, it has taken the first step by annexing the property into
one of the citys renewal areas. In the event that the PDC does initiate such
proceedings, we have been advised that it has the right to take the property for
just compensation, determined by the fair market value of the property. As such,
at the advice of legal counsel, we have provided, and will continue to provide,
information as requested by the PDC in connection with the determination of a
fair value for the property.

The outlook for the remainder of 2003 is uncertain; however, based upon our
year to date results and our current booking trends, we are anticipating that
the fourth quarter RevPAR for our entire portfolio will be 3.0% to 5.0% below
the same period last year with the full year 2003 RevPAR down 1.0% to 2.0% down
from 2002. Net losses attributable to common shareholders per share are expected
to range between $0.17 and $0.22 for the fourth quarter and $0.43 and $0.48 for
the full year. With that assumption, we expect that our funds from operations
attributable to common shareholders (FFO) could range between $0.15 and $0.20
per fully-diluted share for the fourth quarter and $1.08 and $1.13 per share for
the full year. For a definition of FFO, a reconciliation of net income (loss) to
FFO and why we believe FFO is an important measure to investors of a REITs
financial performance, see the Results of Operations section below.

During the quarter our Board of Directors declared a dividend on our
preferred shares of $6.5625 per preferred share. The dividends were payable to
shareholders of record as of September 30, 2003 and were paid on October 15,
2003. The Board elected to omit the declaration of a common share dividend for
the third quarter. We will continue to evaluate the status of a common share
dividend; management will recommend to the Board of Directors resumption of the
dividend when and at a level we believe that our RevPAR and cash flow can
support, however, we do not intend to jeopardize our REIT tax status and will
make any distributions necessary to meet those requirements.

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CRITICAL ACCOUNTING POLICY

Revenue recognition  Percentage of Completion

In 2003, we began recognizing revenue related to the White Sand Villas
project under the percentage of completion method. Condominium project revenue
and expenses are recognized on the percentage of completion method upon
satisfaction of the following criteria: (a) construction is determined to be
beyond a preliminary stage, (b) the buyer is not entitled to a refund except for
nondelivery of the unit, (c) sufficient units are under binding contract to
assure the entire property will not revert to rental property, (d) sales prices
have been determined to be collectible, and (e) aggregate sales proceeds and
costs can be reasonably estimated. In 2003, revenue was recognized under
percentage of completion accounting as the project had satisfied the criteria
outlined above. Percentage of completion accounting involves the use of
estimates for the relation of revenues on sold units to total revenues of the
project and for total cost of the project. The profit realized on the White Sand
Villas could change if actual sales prices differ from current estimates and if
estimated costs change due to a change in scope or scheduling of the project or
other factors.

RESULTS OF OPERATIONS

Quarter Ended September 30, 2003 Compared to Quarter Ended September 30, 2002

Total revenues increased 14.8% to $71.9 million for the third quarter 2003
versus $62.6 million for the same period in 2002. The improvement was the result
of a $12.0 million increase in revenues from condominium development and unit
sales, primarily related to recognizing revenue under the percentage of
completion method for the White Sand Villas project. Hotel revenues for the
three months ended September 30, 2003 were $58.9 million, a 3.1% decrease from
the $60.8 million in hotel revenues for the same period in 2002. Comparable
hotel revenues decreased by $5.1 million, and were partially offset by the $2.7
million of additional hotel revenues related to the Marriotts Hunt Valley Inn
TRS, which was formed in September 2002 as well as $0.5 million of revenues
generated at our property on Marco Island from the date of acquisition through
quarter end. The decrease in comparable hotel revenues is primarily a result of
RevPAR levels lower than those during the third quarter of 2002. See the table
below which illustrates the key operating statistics of the hotels within our
portfolio, including RevPAR. The formation of the Hunt Valley TRS caused a
decrease in lease revenue of $0.8 million.

Hotel operating profit margins of the 26 consolidated hotels under the
TRS structure for the third quarter, including the Marco Island property since
the date of its acquisition, was 23.7%, a decrease from the 28.8% hotel
operating profit for the 25 consolidated hotels under the TRS structure for the
third quarter of 2002. The addition of the Marriotts Hunt Valley Inn and the
Radisson Suite Beach Resort did not materially impact the operating profit
percentages. For the comparable 24 hotels, RevPAR for the third quarter fell
9.1% over the same period in the prior year. The change was a result of a
decrease in occupancy from 68.0% to 63.4%, and a 2.3% decrease in average daily
rate to $89.10 in 2003 from $91.24 in 2002. Decreased margins were the result of
multiple causes: pay rate adjustments; increases in benefit costs such as
insurance; nationwide increases in energy costs; increased marketing efforts and
changes in fee structures within certain franchise agreements.

Property taxes, insurance and other expenses increased 13.9% from $3.6
million to $4.1 million due primarily to increases in the cost of insurance.

Cost of condominium development and unit sales increased from $0.3 million
for the third quarter of 2002 to $8.1 million for 2003. The increase in costs is
a result of revenue and related expenses being recognized under the percentage
of completion method of accounting for the White Sand Villas development.
Margins for condominium development and unit sales increased to 34.6% in 2003
versus margins of 30.1% in 2002. The increase in margin is due to price
increases on the Sanibel View Villas units and also due to the revenue
recognition on the White Sand Villas project, which is a higher margin project.

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We recorded a $1.7 million acceleration of depreciation during the third
quarter of 2003 related to the pending demolition and removal of two existing
buildings at the Pink Shell Beach Resort. The remaining net change in real
estate related depreciation and amortization is due to the depreciation on
recent capital expenditures offset by decreases as a result of non-recurring
amounts which were included in the same period in the prior year.

Corporate general and administrative expenses increased $0.2 million over
prior year primarily due to increases in legal and professional fees.

Interest expense from continuing operations decreased from $5.1 million to
$3.6 million from third quarter 2002 to 2003 due to a decrease in average
borrowings on our line of credit from nearly $39.9 million during the third
quarter of 2002 to approximately $12.7 million in 2003 and the reduction in the
outstanding balance of the $45.0 million term loan from proceeds from the
preferred depositary share offering, combined with the decrease in our weighted
average rate on our variable debt to 4.0% from 5.1% in 2002. Amortization of
deferred financing fees decreased $0.2 million over the third quarter of 2002 as
a result of the full amortization of the initial deferred costs related to the
secured line of credit and $45.0 million term loan in the second quarter of
2003. The third quarter 2003 experienced amortization of extension costs only,
which was significantly lower than the amortization of deferred financing costs
of the original facilities.

Our share of equity in the loss of our unconsolidated joint ventures
totaled $0.1 million for the third quarter of 2003 versus $0.4 million for the
same period in 2002. This increase is predominately related to Hotel 71, located
in downtown Chicago, which was undergoing major renovation during the same
period in the prior year.

As a result of the above, the third quarter 2003 resulted in a net income
before discontinued operations of $1.2 million compared to the same period last
year when we experienced a net loss of $0.1 million.

In accordance with Statement of Financial Accounting Standards No. 144, we
have reclassified operations related to the assets sold during the nine months
of 2003 as discontinued operations for all periods presented in the accompanying
consolidated statements of operations. The operating loss from discontinued
operations net of minority interest for the third quarter of 2003 was $0.1
million compared with a 2002 third quarter net income of $0.2 million. The
operating results of five properties, the Knoxville Hilton, Hampton Inn Lake
Norman, Holiday Inn Lake Norman, the hotel in Springfield, Oregon and the
Doubletree Spokane Valley are included as discontinued operations for the third
quarter of 2002. The Knoxville Hilton, Hampton Inn Lake Norman and Holiday Inn
Lake Norman were sold during the first six months of 2003. Discontinued
operations for the third quarter of 2003 also include the $0.1 million net loss
on the sale of the hotel in Springfield, Oregon and the Doubletree Spokane
Valley, net of minority interest. There were no property sales during the third
quarter of 2002.

Our funds from operations attributable to common shareholders (FFO) for
the quarter ended September 30, 2003 was $7.1 million compared to $7.8 million
for the same period in 2002.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Total revenues increased 12.0% to $204.9 million for the nine months ended
September 30, 2003 versus $182.9 million for the same period in 2002. The
improvement was the result of an increase in revenues from condominium
development and unit sales of $25.4 million, primarily related to recognizing
revenue under the percentage of completion method for the White Sand Villas
project. Hotel revenues for the nine months ended September 30, 2003 were $174.2
million, a slight decrease from the $174.8 million in hotel revenues for the
same period in 2002. Comparable hotel revenues decreased by $10.7 million and
were offset by the additional $9.8 million of hotel revenues related to the
Marriotts Hunt Valley Inn TRS, which was formed in September 2002 and the $0.4
million of hotel revenues experienced by Radisson Suite Beach Resort since
acquisition. The decrease in comparable hotel revenues is primarily a result of
RevPAR levels lower than those during the first nine months of 2002. See the
table below which illustrates the key operating statistics of the hotels in our
portfolio, including RevPAR. The formation of the Hunt Valley TRS caused a
decrease in lease revenue of $2.8 million.

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Hotel operating profit margins of the 26 consolidated hotels under the TRS
structure for the first nine months of 2003 was 24.6%, a decrease from the 29.0%
hotel operating profit for the 24 consolidated hotels under the TRS structure
for the first nine months of 2002 plus the one month of Hunt Valley after the
implementation of the TRS structure. The addition of the Marriotts Hunt Valley
Inn and Radisson Beach Suite Resort did not materially impact the operating
profit percentages. For the comparable 24 hotels, RevPAR for the nine months
ended September 30, 2003 fell 5.8% over the same period in the prior year. The
change was a result of a decrease in occupancy from 63.7% to 61.8%, and a 3.0%
decrease in average daily rate to $90.76 in 2003 from $93.58 in 2002. Decreased
margins were the result of multiple causes including: fixed costs on lower
average room rates; increased payroll costs due to increases in wages and
benefits; higher energy costs and other weather-related costs (e.g., snow
removal) due to a cold, snowy winter in the mid-western and eastern areas of the
United States; and changes in fee structures within certain franchise
agreements.

Although hotel revenues increased slightly year over year, total management
fees declined approximately $0.4 million due to lower management fee rates.

Cost of condominium development and unit sales increased from $3.1 million
for the first nine months of 2002 to $19.8 million for 2003. The increase in
costs is a result of revenue and related expenses being recognized under the
percentage of completion method of accounting for the White Sand Villas
development. Margins increased to 32.9% in 2003 versus margins of 25.1% in 2002.
The increase in margin is due to price increases on the Sanibel View Villas
units and also due to the revenue recognition on the White Sand Villas project,
which is a higher margin project.

We recorded a $3.4 million acceleration of depreciation during the first
nine months of 2003 related to the pending demolition and removal of two
existing buildings as the Pink Shell Beach Resort. The remaining increase in
real estate related depreciation and amortization is due to the depreciation on
recent capital expenditures.

Corporate general and administrative expenses increased $0.2 million over
prior year primarily due to increases in legal and professional fees.

Interest expense from continuing operations decreased from $14.8 million to
$12.3 million from the first nine months of 2002 to 2003 due to a decrease in
average borrowings on our line of credit from nearly $40.6 million during 2002
to approximately $4.9 million in 2003 and the reduction in the outstanding
balance of the $45.0 million term loan from proceeds from the preferred
depositary share offering, combined with the decrease in our weighted average
rate on our variable debt.

Our share of equity in the loss of our unconsolidated joint ventures
totaled $0.8 million for the nine months ended September 30, 2003 versus a net
loss of $1.4 million for the same period in 2002. This improvement is
predominately related to Hotel 71 in downtown Chicago as it was undergoing major
renovation during the same period in 2002.

Gain on disposals of assets during 2003 totaled $0.3 million predominately
due to eminent domain action taken by the local county related to our hotel in
Bellevue, Washington. A portion of the hotels land was surrendered for funds of
approximately $0.3 million. The surrender of the land does not have an impact on
the operations of the hotel.

As a result of the above, the first nine months of 2003 resulted in income
before discontinued operations of $0.2 million compared to the same period last
year when the income before discontinued operations totaled $1.0 million.

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In accordance with Statement of Financial Accounting Standards No. 144, we
have reclassified operations related to the assets sold during 2003 as
discontinued operations for all periods presented in the accompanying
consolidated statements of operations. The operating loss from discontinued
operations net of minority interest for the first nine months of 2003 was $1.9
million compared to the first nine months of 2002s net income of $0.1 million.
Discontinued operations for 2003 also include the $0.7 million net gain on the
sales of the Knoxville Hilton, the Lake Norman Hampton Inn, the Lake Norman
Holiday Inn, the hotel in Springfield, Oregon and the Doubletree Spokane Valley,
net of minority interest. There were no property sales during the first nine
months of 2002.

Our funds from operations attributable to common shareholders (FFO) for
the nine months ended September 30, 2003 was $16.2 million compared to $21.1
million for the same period in 2002.

The White Paper on Funds From Operations approved by the Board of Governors
of the National Association of Real Estate Investment Trusts (NAREIT) in April
2002 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 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 as a measure of the
performance of an equity REIT because it provides investors and management with
another indication of the Companys performance prior to deduction of real
estate related depreciation and amortization.

We compute FFO in accordance with our interpretation of standards
established by NAREIT 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 NAREIT definition differently than us. FFO does not represent
cash generated from operating activities as determined by GAAP and should not be
considered as an alternative to GAAP net income as an indication of our
financial performance or to cash flow from operating activities as determined by
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.

We have made revisions to our calculation of FFO as a result of the new
Securities and Exchange Commission rules and regulations regarding the reporting
of non-GAAP financial information. Historically, we reversed the impact of
deferred lease revenue in our calculation of FFO. Effective January 1, 2003 and
forward, this adjustment will no longer be made and any prior period amounts
disclosed will have been recalculated using our new method.

The following is a reconciliation between net income (loss) and FFO for the
three and nine months ended September 30, 2003 and 2002, respectively (in
thousands):

|                                                                  |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                  |  | Three Months Ended |        | Nine Months Ended
|                                                                  |  | September 30,      |        | September 30,    
|                                                                  |  | 2003               |        | 2002              |  | 2003 |       | 2002
|                                                                  |  |                    |        |                   |  |      |       |     
|Net income (loss)                                                 |  | $                  | 1,011  |                   |  | $    | 88    |      |  | $ | (970   | ) |  | $ | 1,041  |  
|Minority interest                                                 |  |                    | (139   | )                 |  |      | (60   | )    |  |   | (1,355 | ) |  |   | (138   | )
|(Gain) loss on disposal/sale of assets                            |  |                    | 202    |                   |  |      |      |      |  |   | (1,118 | ) |  |   |       |  
|Depreciation and amortization                                     |  |                    | 7,880  |                   |  |      | 8,262 |      |  |   | 23,517 |   |  |   | 21,407 |  
|Depreciation and amortization included in discontinued operations |  |                    | 7      |                   |  |      | 463   |      |  |   | 627    |   |  |   | 1,362  |  
|Equity in loss in unconsolidated joint ventures                   |  |                    | 109    |                   |  |      | 439   |      |  |   | 818    |   |  |   | 1,428  |  
|FFO attributable to joint ventures                                |  |                    | 331    |                   |  |      | (193  | )    |  |   | 731    |   |  |   | (708   | )
|Preferred dividends declared                                      |  |                    | (1,188 | )                 |  |      |      |      |  |   | (3,563 | ) |  |   |       |  
|                                                                  |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|Funds from operations after preferred dividends                   |  | $                  | 8,213  |                   |  | $    | 8,999 |      |  | $ | 18,687 |   |  | $ | 24,392 |  
|Less: Funds from operations related to minority interest          |  |                    | 1,113  |                   |  |      | 1,224 |      |  |   | 2,533  |   |  |   | 3,322  |  
|                                                                  |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  
|Funds from operations attributable to common shareholders         |  | $                  | 7,100  |                   |  | $    | 7,775 |      |  | $ | 16,154 |   |  | $ | 21,070 |  
|                                                                  |  |                    |        |                   |  |      |       |      |  |   |        |   |  |   |        |  

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The following table illustrates key operating statistics of our portfolio
for the three and nine months ended September 30, 2003 and 2002:

|                                  |                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|--------------------------------- | ----------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                  |                               |  | Three Months Ended |        | Nine Months Ended
|                                  |                               |  | September 30,      |        | September 30,    
|                                  |                               |  | 2003               |        | 2002              |  | 2003 |        | 2002
|                                  |                               |  |                    |        |                   |  |      |        |     
|All Hotels (29 hotels) (a) (b)    |                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        
|                                  | Hotel revenues (in thousands) |  | $                  | 67,936 |                   |  | $    | 71,453 |      |  | $ | 203,269 |   |  | $ | 209,045 |  
|                                  | RevPAR                        |  | $                  | 59.78  |                   |  | $    | 62.83  |      |  | $ | 59.24   |   |  | $ | 60.43   |  
|                                  | Occupancy                     |  |                    | 63.9   | %                 |  |      | 66.7   | %    |  |   | 61.7    | % |  |   | 62.4    | %
|                                  | Average daily rate            |  | $                  | 93.56  |                   |  | $    | 94.14  |      |  | $ | 96.07   |   |  | $ | 96.77   |  
|Comparable Hotels (24 hotels) (c) |                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        
|                                  | Hotel revenues (in thousands) |  | $                  | 54,207 |                   |  | $    | 59,277 |      |  | $ | 162,489 |   |  | $ | 173,233 |  
|                                  | RevPAR                        |  | $                  | 56.47  |                   |  | $    | 62.09  |      |  | $ | 56.13   |   |  | $ | 59.60   |  
|                                  | Occupancy                     |  |                    | 63.4   | %                 |  |      | 68.0   | %    |  |   | 61.8    | % |  |   | 63.7    | %
|                                  | Average daily rate            |  | $                  | 89.10  |                   |  | $    | 91.24  |      |  | $ | 90.76   |   |  | $ | 93.58   |  



|(a) |  | Includes all hotels owned or partially owned by Boykin at the end of the
quarter, including predecessors results.                                 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Results calculated from including 35 lock-out rooms at the Radisson Suite
Beach Resort on Marco Island.                                            
|   
|(c) |  | Includes all consolidated hotels operated under the TRS structure for all
periods and owned or partially owned by Boykin at the end of the quarter.

LIQUIDITY AND CAPITAL RESOURCES

Our principal source of cash to meet our cash requirements, including
distributions to shareholders, is our share of the Partnerships cash flow from
the operations of the hotels and condominium development. The cash flow from the
operations of the hotels is subject to risk factors common to the hotel
industry, including, but not limited to: public reaction to acts of terrorism or
military action; competition for guests from other hotels; adverse effects of
general and local economic conditions; dependence on demand from travelers,
which may be seasonal and which may be adversely impacted by health and
safety-related concerns; increases in energy costs, airline fares, and other
expenses related to travel; impact of financial difficulties of the airline
industry; increases in operating costs attributable to inflation; and
overbuilding in the hotel industry, especially within individual markets. The
cash flow from condominium development is subject to risk factors common to real
estate development, including, but not limited to competition from other
condominium projects, construction delays due to weather, reliance on
contractors and subcontractors, construction cost overruns, and the ability of
condominium purchasers to secure financing.

As of September 30, 2003, we had $15.3 million of unrestricted cash and
cash equivalents, $15.0 million of cash restricted for the payment of capital
expenditures, real estate taxes, interest and insurance, and $4.7 million of
restricted cash representing deposits on condominium sales. We had outstanding
borrowings totaling $27.5 million and $263.5 million against our credit facility
and term notes payable, respectively.

We currently have a $78.0 million credit facility of which $74.0 million is
outstanding, to fund acquisitions of additional hotels, renovations and capital
expenditures, and for our working capital needs, as limited under terms of the
credit agreement. For information relating to the terms of our credit facility
and our $130.0 million, $108.0 million and $23.3 million term notes payable,
please see Notes 6, 7 and 12 of the Notes to Consolidated Financial Statements
of Boykin Lodging Company included in this Form 10-Q.

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We may seek to negotiate additional credit facilities, replacement credit
facilities, or issue other debt or equity 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. The availability of borrowings under
the current 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 or that replacement facilities will be
negotiated at rates and under terms favorable to us.

Due to the uncertainty of the hotel industry and its impact on the results
of our operations, the Board of Directors did not authorize a dividend for the
common shareholders for the second and third quarters of 2003. As we obtain more
clarity regarding the outlook for 2004, management will recommend to the Board
of Directors resumption of the common dividend when and at a level we believe
that our RevPAR and cash flow can support. We intend to pay dividends sufficient
to retain our REIT status.

We have an active shelf registration statement with the Securities and
Exchange Commission for the issuance of up to $142.3 million in securities.
Securities issued under this registration statement may be preferred shares,
depositary 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. No assurance can be made as to the availability of such capital.

We have considered our short-term (defined as one year or less) liquidity
needs and the adequacy of our estimated cash flow from operations and other
expected liquidity sources to meet these needs. We believe that our principal
short-term liquidity needs are to fund normal recurring expenses, debt service
requirements including debt maturities, distributions on the preferred shares
and the minimum distribution required to maintain our REIT status. We anticipate
that these needs will be met with cash flows provided by operating activities,
using availability under the credit facility and proceeds from potential
additional financings. We also consider capital improvements and property
acquisitions as short-term needs that can be funded either with cash flows
provided by operating activities, utilizing availability under our credit
facility, borrowings under new credit facilities, or the issuance of additional
equity securities.

We expect to meet long-term (defined as greater than one year) liquidity
requirements such as property acquisitions, scheduled debt maturities, major
renovations, development projects and other nonrecurring capital improvements
utilizing cash flows from operations, additional debt financings and the
issuance of additional equity securities. We expect to acquire or develop
additional hotel properties only as suitable opportunities arise, and we will
not undertake acquisition or development of properties unless stringent criteria
have been met.

Capital Projects

For the
nine months ended September 30, 2003, we had approximately $18.0
million of capital improvements at our hotels and our corporate headquarters,
excluding property acquisitions. This amount primarily includes planned
refurbishments and replacements at selected existing hotels. Significant
portions of this total relate to the guestroom renovation at our Cleveland
Marriott property, costs related to the design and construction of our ancillary
conference centers, capital improvements at the six Doubletree hotels as
required under the terms of the Modification Agreement with Hilton and computer
systems located at our corporate headquarters.

Total costs of the White Sand Villas condominium tower are estimated to be
approximately $28.0 million, including cumulative expenditures of $17.2 million
through the third quarter, with a scheduled completion date during the first
quarter of 2004. Cumulative expenditures of $17.2 million include $0.2 million
of capitalized interest on the construction loan secured by the project.

As discussed above, we have completed the construction of our ancillary
conference center development projects in both our Berkeley and Omaha
properties. We are also developing a similar facility within our Portland Lloyd
Center property; construction commenced during the fourth quarter.

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INFLATION

Operators of hotels in general can change room rates quickly, but
competitive pressures may limit the operators 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, ground rent and construction
costs are subject to inflation.

SEASONALITY

Our hotels operations historically have been seasonal. The five hotels
located in Florida have historically experienced their highest occupancy in the
first quarter. The remainder of our hotels have historically maintained higher
occupancy rates during the second and third quarters. This seasonality pattern
can be expected to cause fluctuations in our quarterly cash flows from hotel
operations and may also impact certain corporate general and administrative
expenses.

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. Competition could also
affect the quality and quantity of future investment opportunities, and 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 economics, could affect these and
other travel segments. This may affect demand for rooms, which would affect
hotel 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
$78.0 million line of credit, our $108.0 million term loan, our $23.3 million
construction loan and our share of floating rate debt of our unconsolidated
joint ventures of $24.8 million.

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. Approximately 42% of our outstanding debt at
September 30, 2003, was fixed-rate in nature. The weighted average interest rate
of our variable rate debt was 4.0% for the quarter ended September 30, 2003.

We review interest rate exposure continuously 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. We do

26



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not currently have any material
market-sensitive financial instruments. We are subject to interest
rate risk with respect to our fixed rate financing in that changes in
interest rates could impact the fair value of our fixed rate
financing.

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 because
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 $0.4 million, based upon the balances outstanding on our
variable rate instruments at September 30, 2003.




ITEM 4.     CONTROLS AND PROCEDURES

As of September 30, 2003, an evaluation was performed under the supervision
and with the participation of the principal executive and financial officers
with regards to the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e)). Based upon the evaluation, they
concluded that our disclosure controls and procedures were effective in ensuring
that material information required to be disclosed in this Quarterly Report was
recorded, processed, summarized and reported on a timely basis.

There were no changes in our internal control over financial reporting
during the quarter ended September 30, 2003 that materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.




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.

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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 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                                                                                                           
|    |  | 3.3      |  | (e) |  | Amendment to the Companys Articles of Incorporation for the 101/2% Class A
Cumulative Preferred Shares, Series 2002-A        
|    |  | 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, 199, between Boykin
Lodging Company and National City Bank, as rights agent 
|    |  | 4.3a     |  | (d) |  | Amendment to Shareholder Rights Agreement dated as of December 31, 2001,
between Boykin Lodging Company and National City Bank
|    |  | 4.4      |  | (e) |  | Form of Preferred Share Certificate                                                                                           
|    |  | 4.5      |  | (e) |  | Form of Depositary Receipt                                                                                                    
|    |  | 31.1     |  |     |  | Certification pursuant to Rule 13a-14(a)                                                                                      
|    |  | 31.2     |  |     |  | Certification pursuant to Rule 13a-14(a)                                                                                      
|    |  | 32.1     |  |     |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002        
|    |  | 32.2     |  |     |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002        

| |  |     |  |                                                                                                                                                                                                                                                 
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | Incorporated by reference from Boykins Form 10-Q for the
quarter ended June 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 Boykins
Registration Statement on Form 8-A filed on June 10, 1999.                                                                                                                                 
|
| |  | (d) |  | Incorporated by reference from Boykins Form 8-K filed on
January 14, 2002.                                                                                                                                                                     
|
| |  | (e) |  | Incorporated by reference from Boykins Registration
Statement on Form 8-A filed on October 3, 2002.                                                                                                                                            

|    |                     |                                                                                                        
|--- | ------------------- | -------------------------------------------------------------------------------------------------------
|(b) | Reports on Form 8-K
|   
|    |                     | During the quarter ended September 30, 2003, Boykin filed three
Current Reports on Form 8-K as follows:

| |  |                   |  |                                                             
| |  | ----------------- |  | ------------------------------------------------------------
| |  | Date              |  | Items Reported On                                           
| |  | August 1, 2003    |  | Item 2  Acquisition or Disposition of Assets               
| |  |                   |  | Item 7  Financial Statements, Proforma Financial           
| |  |                   |  | Information and Exhibits                                    
| |  |                   |  | Furnished required information regarding dispositions of    
| |  |                   |  | Knoxville Hilton, Hampton Inn Lake Norman, Holiday Inn Lake 
| |  |                   |  | Norman and hotel in Springfield, Oregon                     
|
| |  | August 12, 2003   |  | Item 7  Financial Statements and Exhibits                  
| |  |                   |  | Item 12  Results of Operations and Financial Condition     
| |  |                   |  | Furnished the Companys second quarter 2003 earnings release
|
| |  | September 4, 2003 |  | Item 2  Acquisition or Disposition of Assets               
| |  |                   |  | Item 7  Financial Statements, Proforma Financial           
| |  |                   |  | Information and Exhibits                                    
| |  |                   |  | Furnished required information regarding acquisition of     
| |  |                   |  | Radisson Suite Beach Resort                                 

28



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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
our intent, belief or current expectations or those of our directors or officers
with respect to:



| |  | Leasing, management or performance of the hotels;                                                                                  
|- |  | -----------------------------------------------------------------------------------------------------------------------------------
| |  | Our plans for expansion, conversion or renovation of the hotels;                                                                   
| |  | Adequacy of reserves for renovation and refurbishment;                                                                             
| |  | Our financing plans;                                                                                                               
| |  | Our continued qualification as a REIT under applicable tax laws;                                                                   
| |  | Our policies and activities regarding investments, acquisitions,
dispositions, financings, conflicts of interest and other matters;
| |  | National and international economic, political or market conditions; and                                                           
| |  | Trends affecting us or any hotels financial condition or results of
operations.                                                   

You can identify the forward-looking statements by their use of
forward-looking words, such as believes, expects, may, will, should,
seeks, intends, plans, estimates, or anticipates, or the negative of
those words or similar words. 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 those expressed in a
forward-looking statement include, among other factors, financial performance,
real estate conditions, execution of hotel acquisition or disposition programs,
changes in local or national economic conditions and their impact on the
occupancy of our hotels, military action, terrorism, hurricanes, changes in
interest rates, changes in local or national supply and construction of new
hotels, changes in profitability and margins and the financial condition of our
operators and lessee and other similar variables.

The information contained in this Form 10-Q and in the documents
incorporated by reference herein and in 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.

|                  |  |                                                                                                                                     
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|November 13, 2003 |  | /s/ Robert W. BoykinRobert W. Boykin
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)                
|                 
|                 
|November 13, 2003 |  | /s/ Shereen P. JonesShereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer
(Principal Accounting Officer)





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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                                                                                                           
|3.3  |  | (e) |  | Amendment to the Companys Articles of Incorporation for the 101/2% Class A
Cumulative Preferred Shares, Series 2002-A        
|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
|4.3a |  | (d) |  | Amendment to Shareholder Rights Agreement dated as of December 31, 2001,
between Boykin Lodging Company and National City Bank
|4.4  |  | (e) |  | Form of Preferred Share Certificate                                                                                           
|4.5  |  | (e) |  | Form of Depositary Receipt                                                                                                    
|31.1 |  |     |  | Certification pursuant to Rule 13a-14(a)                                                                                      
|31.2 |  |     |  | Certification pursuant to Rule 13a-14(a)                                                                                      
|32.1 |  |     |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002        
|32.2 |  |     |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002        

|    |  |                                                                                                                                                                                                                                                  |  | 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|(a) |  | Incorporated by reference from Boykins Form 10-Q for the
quarter ended June 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 Boykins
Registration Statement on Form 8-A filed on June 10, 1999.                                                                                                                                 
|   
|(d) |  | Incorporated by reference from Boykins Form 8-K filed on
January 14, 2002.                                                                                                                                                                     
|   
|(e) |  | Incorporated by reference from Boykins Registration
Statement on Form 8-A filed on October 3, 2002.