##### Table of Contents



SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

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

|                                                  |  |                                 
|------------------------------------------------- |  | --------------------------------
|For the quarterly period ended September 30, 2002 |  | 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

Indicate by check mark whether the registrant (1) has filed all reports 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    NoX

The number of common shares, without par value, outstanding as of November
7, 2002: 17,270,472





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TABLE OF CONTENTS



|                                              |                                                                                               |                                                             |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  |  |  |  |  | 
|PART I                                       
|                                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                              | CONSOLIDATED BALANCE SHEETS                                                                  
|                                              | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME                               
|                                              | CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY                                               
|                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS                                                        
|                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                              |                                                                                               | 1. BACKGROUND:                                             
|                                              |                                                                                               | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:             
|                                              |                                                                                               | 3. EARNINGS PER SHARE:                                     
|                                              |                                                                                               | 4. MINORITY INTEREST/LIMITED PARTNERSHIP UNITS OUTSTANDING:
|                                              |                                                                                               | 5. CREDIT FACILITY:                                        
|                                              |                                                                                               | 6. TERM NOTES PAYABLE:                                     
|                                              |                                                                                               | 7. RELATED PARTY TRANSACTIONS:                             
|                                              |                                                                                               | 8. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:      
|                                              |                                                                                               | 9. INCOME TAXES                                            
|                                              |                                                                                               | 10. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)            
|                                              |                                                                                               | 11. SUBSEQUENT EVENTS                                      
|                                              | 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                                   
|SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS



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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, 2002 (unaudited)
and December 31, 2001                                                     |  |  | 3 | 
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months
Ended September 30, 2002 and 2001 (unaudited) |  |  | 4 | 
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Consolidated Statement of Shareholders Equity for the Nine Months
Ended September 30, 2002 (unaudited)                                    |  |  | 5 | 
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2002 and 2001 (unaudited)                                    |  |  | 6 | 
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Notes to Consolidated Financial Statements                                                                                                 |  |  | 7 | 





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##### Table of Contents



BOYKIN LODGING COMPANY




|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |          |         | 
|------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------------- | ------- | ------------ | ------- | -------- | ------- | 
|                                                                    |                                                                                                                                                                        |                            |         | (Unaudited)   |         |              |         |         
|                                                                    |                                                                                                                                                                        |                            |         | September 30, |         | December 31,
|                                                                    |                                                                                                                                                                        |                            |         | 2002          |         | 2001        
|                                                                    |                                                                                                                                                                        |                            |         |               |         |             
|ASSETS                                                              |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Investment in hotel properties                                      |                                                                                                                                                                        | $                          | 625,907 |               |         | $            | 629,203 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accumulated depreciation                                                                                                                                               |                            |         | (128,444      | )       |              |         | (108,719 | )      
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         
|Investment in hotel properties, net                                 |                                                                                                                                                                        |                            | 497,463 |               |         |              | 520,484 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Cash and cash equivalents                                           |                                                                                                                                                                        |                            | 27,109  |               |         |              | 3,610   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Restricted cash                                                     |                                                                                                                                                                        |                            | 11,058  |               |         |              | 9,423   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accounts receivable, net of allowance for doubtful accounts of $155 |                                                                                                                                                                        |                            | 9,856   |               |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Receivable from related party related to lease terminations         |                                                                                                                                                                        |                            | 321     |               |         |              | 2,008   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Rent receivable from lessees                                        |                                                                                                                                                                        |                            | 533     |               |         |              | 1,459   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Inventories                                                         |                                                                                                                                                                        |                            | 2,127   |               |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred financing costs and other, net                             |                                                                                                                                                                        |                            | 3,446   |               |         |              | 4,588   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Investment in unconsolidated joint ventures                         |                                                                                                                                                                        |                            | 17,777  |               |         |              | 14,973  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other assets                                                        |                                                                                                                                                                        |                            | 12,299  |               |         |              | 2,673   |         
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                    |                                                                                                                                                                        | $                          | 581,989 |               |         | $            | 559,218 |         
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         
|LIABILITIES AND SHAREHOLDERS EQUITY                                |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Borrowings against credit facility                                  |                                                                                                                                                                        | $                          | 39,589  |               |         | $            | 39,000  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Term notes payable                                                  |                                                                                                                                                                        |                            | 278,408 |               |         |              | 279,971 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accounts payable and accrued expenses                               |                                                                                                                                                                        |                            | 40,274  |               |         |              | 15,239  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Dividends/distributions payable                                     |                                                                                                                                                                        |                            | 3,638   |               |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Net liabilities assumed in connection with termination of leases    |                                                                                                                                                                        |                            |        |               |         |              | 3,515   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Due to lessees                                                      |                                                                                                                                                                        |                            | 80      |               |         |              | 496     |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred lease revenue                                              |                                                                                                                                                                        |                            | 421     |               |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest in joint ventures                                 |                                                                                                                                                                        |                            | 2,493   |               |         |              | 2,530   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest in operating partnership                          |                                                                                                                                                                        |                            | 15,087  |               |         |              | 15,821  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|SHAREHOLDERS EQUITY:                                               |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Preferred shares, without par value; 10,000,000 shares
authorized; no shares issued and outstanding                                                                    |                            |         |              |         |              |         |         |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Common shares, without par value; 40,000,000 shares
authorized; 17,268,902 and 17,191,954 shares outstanding
at September 30, 2002 and December 31, 2001, respectively |                            |         |              |         |              |         |         |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Additional paid-in capital                                                                                                                                             |                            |         | 313,035       |         |              |         | 312,171  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Distributions in excess of income                                                                                                                                      |                            |         | (107,300      | )       |              |         | (105,193 | )      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Other comprehensive loss                                                                                                                                               |                            |         | (2,333        | )       |              |         | (2,838   | )      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Unearned compensation  restricted shares                                                                                                                              |                            |         | (1,403        | )       |              |         | (1,494   | )      
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                    |                                                                                                                                                                        | Total shareholders equity |         |               | 201,999 |              |         |          | 202,646 | 
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         
|                                                                    |                                                                                                                                                                        | $                          | 581,989 |               |         | $            | 559,218 |         
|                                                                    |                                                                                                                                                                        |                            |         |               |         |              |         |         

See notes to consolidated financial statements.

3



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##### Table of Contents



BOYKIN LODGING COMPANY




|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |        |        |  
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------------------------------------------ | ---- | ------------------ | ------ | ----------------- | ------ | ------ | ------ | ---- | ------ | ------- | ------- | - | ------ | ------ | ------ | -
|                                                                                                                |                                                   |                                                                                      |      | Three Months Ended |        | Nine Months Ended
|                                                                                                                |                                                   |                                                                                      |      | September 30,      |        | September 30,    
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                  
|                                                                                                                |                                                   |                                                                                      |      | 2002               |        | 2001              |        | 2002   |        | 2001
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |     
|Revenues:                                                                                                       |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Hotel revenues:                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Room revenue                                                                         |      | $                  | 44,271 |                   |        | $      | 1,156  |      |        | $       | 124,363 |   |        | $      | 3,406  |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Food and beverage revenue                                                            |      |                    | 17,050 |                   |        |        | 470    |      |        |         | 52,678  |   |        |        | 1,482  |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Other revenue                                                                        |      |                    | 4,326  |                   |        |        | 70     |      |        |         | 11,224  |   |        |        | 233    |  
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                                | Total hotel revenues                              |                                                                                      |      | 65,647             |        |                   |        | 1,696  |        |      |        | 188,265 |         |   |        | 5,121  |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Lease revenue                                     |                                                                                      |      | 1,378              |        |                   |        | 17,414 |        |      |        | 4,046   |         |   |        | 49,989 |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Sales of condominium units                        |                                                                                      |      | 445                |        |                   |        |       |        |      |        | 4,120   |         |   |        |       |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Interest income                                   |                                                                                      |      | 137                |        |                   |        | 68     |        |      |        | 264     |         |   |        | 322    |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Other income                                      |                                                                                      |      | 257                |        |                   |        | 206    |        |      |        | 683     |         |   |        | 902    |       
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                                |                                                   | Total revenues                                                                       |      |                    | 67,864 |                   |        |        | 19,384 |      |        |         | 197,378 |   |        |        | 56,334 |  
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Expenses:                                                                                                       |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Hotel operating expenses:                         |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Rooms                                                                                |      |                    | 10,910 |                   |        |        | 315    |      |        |         | 30,016  |   |        |        | 863    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Food and beverage                                                                    |      |                    | 12,470 |                   |        |        | 313    |      |        |         | 37,268  |   |        |        | 981    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Other direct                                                                         |      |                    | 2,323  |                   |        |        | 43     |      |        |         | 6,496   |   |        |        | 127    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Indirect                                                                             |      |                    | 19,863 |                   |        |        | 709    |      |        |         | 56,553  |   |        |        | 1,927  |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Management fees                                                                      |      |                    | 1,816  |                   |        |        | 46     |      |        |         | 5,490   |   |        |        | 154    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Property taxes, insurance and other               |                                                                                      |      | 3,438              |        |                   |        | 2,667  |        |      |        | 11,006  |         |   |        | 8,293  |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Cost of sales of condominium units                |                                                                                      |      | 311                |        |                   |        |       |        |      |        | 3,084   |         |   |        |       |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Real estate related depreciation and amortization |                                                                                      |      | 8,725              |        |                   |        | 6,999  |        |      |        | 22,769  |         |   |        | 21,055 |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Corporate general and administrative              |                                                                                      |      | 1,734              |        |                   |        | 1,514  |        |      |        | 5,470   |         |   |        | 4,327  |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Interest expense                                  |                                                                                      |      | 5,287              |        |                   |        | 5,376  |        |      |        | 15,342  |         |   |        | 16,691 |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                | Amortization of deferred financing costs          |                                                                                      |      | 520                |        |                   |        | 303    |        |      |        | 1,553   |         |   |        | 904    |       
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                                |                                                   | Total expenses                                                                       |      |                    | 67,397 |                   |        |        | 18,285 |      |        |         | 195,047 |   |        |        | 55,322 |  
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Equity in income (loss) of unconsolidated joint ventures                                                        |                                                   |                                                                                      | (439 | )                  |        |                   | 288    |        |        |      | (1,428 | )       |         |   | 732    |       
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Income before gain on sale of assets, minority interest and cumulative effect
of change in accounting principle |                                                   |                                                                                      | 28   |                    |        |                   | 1,387  |        |        |      | 903    |         |         |   | 1,744  |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Gain on sale of assets                                                               |      |                    |       |                   |        |        |       |      |        |         |        |   |        |        | 240    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Minority interest in joint ventures                                                  |      |                    | (68    | )                 |        |        | (52    | )    |        |         | (107    | ) |        |        | 356    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Minority interest in operating partnership                                           |      |                    | 128    |                   |        |        | (29    | )    |        |         | 245     |   |        |        | 46     |  
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Income before cumulative effect of change in accounting principle                                               |                                                   |                                                                                      | 88   |                    |        |                   | 1,306  |        |        |      | 1,041  |         |         |   | 2,386  |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Cumulative effect of change in accounting principle, net of minority
interest of $32 |      |                    |       |                   |        |        |       |      |        |         |        |   |        |        | (373   | )
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Net income applicable to common shares                                                                          |                                                   | $                                                                                    | 88   |                    |        | $                 | 1,306  |        |        | $    | 1,041  |         |         | $ | 2,013  |       
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Net unrealized gain (loss) on interest rate swap                                                                |                                                   |                                                                                      | 151  |                    |        |                   | (2,204 | )      |        |      | 505    |         |         |   | (2,795 | )     
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Comprehensive income (loss)                                                                                     |                                                   | $                                                                                    | 239  |                    |        | $                 | (898   | )      |        | $    | 1,546  |         |         | $ | (782   | )     
|                                                                                                                |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|Income per share before cumulative effect of change in accounting principle                                     |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Basic                                                                                |      | $                  | .01    |                   |        | $      | .08    |      |        | $       | .06     |   |        | $      | .14    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Diluted                                                                              |      | $                  | .01    |                   |        | $      | .08    |      |        | $       | .06     |   |        | $      | .14    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Net income per share                                                                                            |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Basic                                                                                |      | $                  | .01    |                   |        | $      | .08    |      |        | $       | .06     |   |        | $      | .12    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Diluted                                                                              |      | $                  | .01    |                   |        | $      | .08    |      |        | $       | .06     |   |        | $      | .12    |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Weighted average number of common shares outstanding                                                            |                                                   |                                                                                      |      |                    |        |                   |        |        |        |      |        |         |         |   |        |       
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Basic                                                                                |      |                    | 17,262 |                   |        |        | 17,181 |      |        |         | 17,240  |   |        |        | 17,171 |  
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                                |                                                   | Diluted                                                                              |      |                    | 17,385 |                   |        |        | 17,240 |      |        |         | 17,360  |   |        |        | 17,229 |  

See notes to consolidated financial statements.

4



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BOYKIN LODGING COMPANY




|                              |                                                           |  |            |               |   |         |         |            |   |               |          |               |   |          |        |     |  |   |        |      |   |   |         |        |   | 
|----------------------------- | --------------------------------------------------------- |  | ---------- | ------------- | - | ------- | ------- | ---------- | - | ------------- | -------- | ------------- | - | -------- | ------ | --- |  | - | ------ | ---- | - | - | ------- | ------ | - | 
|                              |                                                           |  |            |               |   |         |         | Additional |   | Distributions |          | Other         |   |          |        |     |  |   |        |     
|                              |                                                           |  |            |               |   |         |         | Paid-In    |   | In Excess of  |          | Comprehensive |   | Unearned |        |     |  |  
|                              |                                                           |  |            | Common Shares |   | Capital |         | Income     |   | Loss          |          | Compensation  |   | Total   
|                              |                                                           |  |            |               |   |         |         |            |   |               |          |               |   |         
|Balance at December 31, 2001  |                                                           |  | 17,191,954 |               |   | $       | 312,171 |            |   | $             | (105,193 | )             |   | $        | (2,838 | )   |  | $ | (1,494 | )    |   | $ | 202,646 |       
|                             
|                             
|                             
|                             
|                              | Issuance of common shares,
net of offering expenses of $3 |  |            | 96,956        |   |         |         | 1,037      |   |               |          |              |   |          |        |    |  |   |        | (779 | ) |   |         | 258    |  
|                             
|                             
|                             
|                             
|                              | Common share purchases for
treasury                       |  |            | (20,008       | ) |         |         | (173       | ) |               |          |              |   |          |        |    |  |   |        |     |   |   |         | (173   | )
|                             
|                             
|                             
|                             
|                              | Dividends
declared 
$0.18 per common share               |  |            |              |   |         |         |           |   |               |          | (3,148        | ) |          |        |    |  |   |        |     |   |   |         | (3,148 | )
|                             
|                             
|                             
|                             
|                              | Net unrealized gain on
interest rate swap                 |  |            |              |   |         |         |           |   |               |          |              |   |          |        | 505 |  |   |        |     |   |   |         | 505    |  
|                             
|                             
|                             
|                             
|                              | Amortization of unearned
compensation                     |  |            |              |   |         |         |           |   |               |          |              |   |          |        |    |  |   |        | 870  |   |   |         | 870    |  
|                             
|                             
|                             
|                             
|                              | Net income                                                |  |            |              |   |         |         |           |   |               |          | 1,041         |   |          |        |    |  |   |        |     |   |   |         | 1,041  |  
|                              |                                                           |  |            |               |   |         |         |            |   |               |          |               |   |          |        |     |  |   |        |      |   |   |         |       
|Balance at September 30, 2002 |                                                           |  | 17,268,902 |               |   | $       | 313,035 |            |   | $             | (107,300 | )             |   | $        | (2,333 | )   |  | $ | (1,403 | )    |   | $ | 201,999 |       
|                              |                                                           |  |            |               |   |         |         |            |   |               |          |               |   |          |        |     |  |   |        |      |   |   |         |       

See notes to consolidated financial statements.

5



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BOYKIN LODGING COMPANY




|                                               |                                                                                       |                                                          |                                       |        |        |        |         |         |        |        |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------------------- | ------ | ------ | ------ | ------- | ------- | ------ | ------ | -
|                                               |                                                                                       |                                                          |                                       |        | 2002   |        | 2001   
|                                               |                                                                                       |                                                          |                                       |        |        |        |        
|Cash flows from operating activities:          |                                                                                       |                                                          |                                       |        |        |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                            |                                                          | $                                     | 1,041  |        |        | $       | 2,013   |       
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net loss to net cash flow provided
by operating activities  |                                                          |                                       |        |        |        |         |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Cumulative effect of change in accounting principle      |                                       |        |       |        |         |         | 373    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Gain on sale of assets                                   |                                       |        |       |        |         |         | (240   | )     
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Income from sales of condominium units                   |                                       |        | (1,036 | )      |         |         |       |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Depreciation and amortization                            |                                       |        | 24,322 |        |         |         | 21,959 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Amortization of unearned compensation                    |                                       |        | 870    |        |         |         | 441    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Equity in (income) loss of unconsolidated joint ventures |                                       |        | 1,428  |        |         |         | (732   | )     
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Deferred lease revenue                                   |                                       |        | 421    |        |         |         | 8,776  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Minority interests                                       |                                       |        | (138   | )      |         |         | (402   | )     
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       | Changes
in assets and liabilities                       |                                       |        |        |        |         |         |        |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       |                                                          | Accounts receivable and inventories   |        |        | (119   | )       |         |        |       |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       |                                                          | Restricted cash                       |        |        | (1,635 | )       |         |        | (1,809 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       |                                                          | Accounts payable and accrued expenses |        |        | 2,295  |         |         |        | 2,468  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       |                                                          | Amounts due from/to lessees           |        |        | 2,197  |         |         |        | (3,132 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                       |                                                          | Other                                 |        |        | (1,403 | )       |         |        | (174   | )
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Net cash flow provided by operating activities |                                                                                       |                                                          | 28,243                                |        |        |        | 29,541  |        
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Cash flows from investing activities:          |                                                                                       |                                                          |                                       |        |        |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Cash assumed in connection with termination of leases                                 |                                                          |                                       | 5,765  |        |        |         |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Investment in unconsolidated joint ventures                                           |                                                          |                                       | (4,408 | )      |        |         | (3,979  | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions received from unconsolidated joint ventures                             |                                                          |                                       | 148    |        |        |         | 928     |       
|                                              
|                                              
|                                              
|                                              
|                                               | Improvements and additions to hotel properties, net                                   |                                                          |                                       | (8,627 | )      |        |         | (18,012 | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from sales of condominium units                                          |                                                          |                                       | 3,866  |        |        |         |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from sale of asset                                                       |                                                          |                                       |       |        |        |         | 12,374  |       
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Net cash flow used for investing activities    |                                                                                       |                                                          | (3,256                                | )      |        |        | (8,689  | )      
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Cash flows from financing activities:          |                                                                                       |                                                          |                                       |        |        |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Payments of dividends and distributions                                               |                                                          |                                       |       |        |        |         | (20,418 | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Net borrowings against credit facility                                                |                                                          |                                       | 589    |        |        |         | 500     |       
|                                              
|                                              
|                                              
|                                              
|                                               | Repayment of term note payable                                                        |                                                          |                                       | (1,563 | )      |        |         | (1,457  | )     
|                                              
|                                              
|                                              
|                                              
|                                               | Payment of deferred financing costs                                                   |                                                          |                                       | (455   | )      |        |         |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from issuance of common shares                                           |                                                          |                                       | 258    |        |        |         | 163     |       
|                                              
|                                              
|                                              
|                                              
|                                               | Cash payment for common share purchases                                               |                                                          |                                       | (173   | )      |        |         |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to joint venture minority interest partners, net                        |                                                          |                                       | (144   | )      |        |         | (320    | )     
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Net cash flow used for financing activities    |                                                                                       |                                                          | (1,488                                | )      |        |        | (21,532 | )      
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Net change in cash and cash equivalents        |                                                                                       |                                                          | 23,499                                |        |        |        | (680    | )      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                       |                                                          | 3,610                                 |        |        |        | 4,175   |        
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        
|Cash and cash equivalents, end of period       |                                                                                       | $                                                        | 27,109                                |        |        | $      | 3,495   |        
|                                               |                                                                                       |                                                          |                                       |        |        |        |         |        

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(unaudited, dollar amounts in thousands except per share data)




1. BACKGROUND:

Boykin Lodging Company (Boykin), an Ohio corporation, is a real
estate investment trust (REIT) that owns hotels throughout the United States
of America. As of September 30, 2002, Boykin owned interests in 33 hotels
containing a total of 9,252 guest rooms located in 19 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 interest in Boykins hotels. As of September 30, 2002, Boykin
had an 84.9% ownership interest in and is 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, various debt financings,
capital from strategic joint venture partners and cash flow generated from
operations.

Taxable REIT Subsidiaries

The Work Incentives Improvement Act of 1999 (REIT Modernization Act)
amended the tax laws to permit REITs, like Boykin, to lease hotels to a
subsidiary that qualifies as a taxable REIT subsidiary (TRS) as long as the
TRS engages an independent hotel management company to operate those hotels
under a management contract. Boykin implemented this structure for the
properties previously leased to Boykin Management Company Limited Liability
Company (BMC) and certain of its subsidiaries and Interstate Hotels and
Resorts (Interstate) effective January 1, 2002.

In conjunction with the transaction, the Partnership acquired 16
subsidiaries of BMC. The Partnership acquired these entities, whose primary
assets were leasehold interests in 25 hotel properties owned by the Partnership,
and certain working capital assets and liabilities of those hotels, for
consideration comprised of 1,427,142 limited partnership units valued at $11.4
million (based upon the average closing price of the common shares of Boykin for
the five-day period prior to the closing of the transaction), and the assumption
of $1.6 million of working capital liabilities in excess of assets relating to
Westboy LLC (Westboy), one of the subsidiaries. The Partnership then
contributed the acquired subsidiaries to Bellboy, Inc. (Bellboy), a wholly
owned subsidiary of the Partnership. Bellboy has elected to be treated as a TRS.

Effective December 31, 2001, Boykin terminated percentage lease
agreements with affiliates of Interstate for two hotel properties owned by
Boykin. These hotel properties were re-leased to subsidiaries of Bellboy. An
Interstate affiliate also assigned a percentage lease agreement for a third
hotel property Boykin owns to a subsidiary of Bellboy.

Effective January 1, 2002, Boykin entered into new management
agreements with BMC to operate 15 of the hotels previously leased to BMC and
with Interstate to operate the three hotels previously leased to them. The BMC
Management Agreements have terms of three to nine years, but are cancelable by
Boykin without penalty upon 90 days notice. The Interstate management agreements
have terms of five to six years, and are also cancelable by Boykin without
penalty upon 90 days notice.

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Westboy (one of the lessees acquired from BMC) leases ten Doubletree
branded hotels from Boykin. Westboy is party to an existing long-term management
agreement with a subsidiary of Hilton Hotels Corporation (Hilton) to operate
these hotels. This management agreement has an initial term which expires in April 2012 and
Hilton has renewal options to extend the term. Except
with respect to the three Doubletree hotels located in the state of Washington,
the agreement with Hilton may not be terminated without penalty.

We own Marriotts Hunt Valley Inn through a joint venture with Davidson
Hotel Company (Davidson). The joint venture formed a new subsidiary which
qualifies as a TRS to lease the hotel effective September 1, 2002. Davidson
continues to manage the hotel under a new management agreement also effective
September 1.

Subsequent to this most recent transaction, all but one of the 33 hotel
properties Boykin owns an interest in is operated under the TRS structure.

As a result of the TRS transactions discussed above, the consolidated
financial statements from the effective date of each transaction going forward
include the operating results of the consolidated hotels operated by BMC,
Hilton, Interstate and Davidson, as applicable. Previously, revenues were
derived primarily from lease payments which were made out of the net operating
income of the properties; now revenues are generated from total revenues from
the properties with the related operating expenses also being reported.

Consolidated Joint Ventures

As of September 30, 2002, Boykin owned three hotels through joint venture
structures with three hotel operators. The following table sets forth
the joint ventures established with these hotel operators:

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

Unconsolidated Joint Ventures

Boykin currently 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 a hotel
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%.

In July 2001, Boykin formed a joint venture with Concord Hospitality
Enterprises (Concord), a privately owned hotel investment and management
company based in Cleveland, Ohio. Boykin has a 50% ownership interest in the
joint venture, which acquired a 227-room full-service hotel in Lyndhurst, New
Jersey.

Because of the non-controlling nature of Boykins ownership interests
in these 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
is recognized on a straight-line basis over 30 years.

8



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The following table sets forth the total assets, liabilities, revenues
and net income (loss) of the unconsolidated joint ventures discussed above as of
September 30, 2002 and December 31, 2001 and the nine and twelve month periods then ended:

|                                                               |  |                    |        |                   |  |                    |        |                   |  |   |        |   |  |   |        |  
|-------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ------------------ | ------ | ----------------- |  | - | ------ | - |  | - | ------ | -
|                                                               |  | Boykin/AEW         |        | Boykin/Concord   
|                                                               |  |                    |        |                  
|                                                               |  | September 30, 2002 |        | December 31, 2001 |  | September 30, 2002 |        | December 31, 2001
|                                                               |  |                    |        |                   |  |                    |        |                  
|Total assets                                                   |  | $                  | 70,765 |                   |  | $                  | 57,556 |                   |  | $ | 23,923 |   |  | $ | 21,463 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Total liabilities                                              |  |                    | 46,908 |                   |  |                    | 38,895 |                   |  |   | 17,618 |   |  |   | 14,748 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity                                                         |  |                    | 23,857 |                   |  |                    | 18,661 |                   |  |   | 6,305  |   |  |   | 6,715  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Boykins share of equity                                       |  |                    | 5,964  |                   |  |                    | 4,665  |                   |  |   | 3,153  |   |  |   | 3,358  |  
|                                                              
|Revenues                                                       |  |                    | 6,487  |                   |  |                    | 11,066 |                   |  |   | 3,822  |   |  |   | 1,513  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net income (loss)                                              |  |                    | (2,116 | )                 |  |                    | 1,219  |                   |  |   | (410   | ) |  |   | (285   | )
|                                                              
|                                                              
|                                                              
|                                                              
|Boykins share of net
income (loss)                            |  |                    | (529   | )                 |  |                    | 305    |                   |  |   | (205   | ) |  |   | (142   | )
|                                                              
|                                                              
|                                                              
|                                                              
|Boykins minority
interest income (loss) in
Boykin Chicago LLC |  |                    | (694   | )                 |  |                    | 427    |                   |  |   |       |   |  |   |       |  




2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

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

These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. The operations of the hotels have historically been seasonal.
Twenty-nine hotels historically maintained higher occupancy rates during the
second and third quarters while the four hotels located in Florida have
historically experienced their highest occupancy in the first quarter. 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, 2001.

Inventories

Inventories consisting primarily of food and beverages and gift store
merchandise are stated at the lower of first-in, first-out cost or market.

Revenue Recognition



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Hotel revenues Hotel revenues including room, food, beverage and
other hotel revenues are recognized as earned. Ongoing credit
evaluations are performed and an allowance for potential credit losses
is provided against the portion of accounts receivable that is
estimated to be uncollectible.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Lease revenue Actual payments due from tenants under the percentage
leases were $1,536 and $18,365 for the three months ended September 30,
2002 and 2001, respectively. However, under the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) No. 101 Revenue
Recognition in Financial Statements, a portion of Boykins percentage
lease revenues are deferred in the first, second and third quarters,
and will be recognized in the fourth quarter as specified targets are
achieved. Percentage lease revenue is recorded net of deferred lease
revenue of $158 and $951 for the three months ended September 30, 2002
and 2001, respectively. Actual payments due from tenants under the
percentage leases were $4,466 and $58,765 for the nine months ended
September 30, 2002 and 2001, respectively. Percentage lease

9



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##### Table of Contents



revenue is recorded net of deferred lease revenue of $421 and $8,776 for 2002 and
2001, respectively. SAB No. 101 has no impact on
     Boykins interim cash
flow or year-ended results of operations.

Condominium Units

During 2001, Boykin completed a $2,700 renovation of a 60-unit tower at
the Pink Shell Beach Resort in Ft. Myers Beach, Florida. These renovated studio
units are being sold as Sanibel View Villas Condominiums, with the expectation
that the unit owners will make their units available by contract for rental as
hotel rooms. The revenue related to the sale of the units is recorded upon
closing of the sale. Through September 30, 2002, 19 of these units have sold,
generating revenues in excess of the renovation cost of the entire project. The
cost basis of the unsold units as of September 30, 2002 of $6,108 is reflected
in the consolidated balance sheets as other assets.

During 2002, Boykin also began construction of a new 92-unit tower at
the Pink Shell Beach Resort. In order to prepare the site for construction of
the tower, Boykin paid for the removal of 38 cottages. Depreciation of the
cottages was accelerated through the period of disposal resulting in an
additional $1.7 million charge, in accordance with the provisions of Statement
of Financial Accounting Standards (SFAS) No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets as they relate to asset
abandonment. The costs of removing the cottages and preparing the site for
construction of the new building have been capitalized to the extent that total
expected costs do not exceed the expected net realizable value for the project.

Deposits received for the purchase of units in the 92-unit tower are
currently reflected in restricted cash with an offsetting liability. Revenue
will be recorded on the sale of the units under the percentage of completion
method of accounting after the project meets certain required criteria.

Fair Value of Financial Instruments

Effective January 1, 2001 Boykin adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 133 Accounting for Derivative
Instruments and Hedging Activities. This statement requires companies to carry
all derivative instruments, including embedded derivatives, in the balance sheet
at fair value. The accounting for changes in the fair value of a derivative
instrument depends on whether it has been designated and qualifies as part of a
hedging relationship and, if so, on the reason for holding it. For financial
reporting purposes, the change in market value of the effective portion of the
hedge flows through the other comprehensive income component of equity. All
other changes will flow through earnings.

The adoption of SFAS No. 133 resulted in an unrealized loss of $373,
net of minority interest of $32, related to Boykins existing interest rate cap,
which is reflected as a cumulative effect of a change in accounting principle in
Boykins statement of operations and comprehensive income for the nine months
ended September 30, 2001. The interest rate cap is with a third party and has no
value at September 30, 2002 based upon estimated market valuations. Changes in
the fair value of the interest rate cap are recorded through the statement of
operations.

In March 2001, Boykin entered into an interest rate swap that fixes the
overall interest rate at 7.32% on $83,000 of debt. The estimated fair market
value of the swap as of September 30, 2002 is reflected as other comprehensive
loss of $2,333 in shareholders equity, with a corresponding liability in the
accompanying balance sheet. In connection with the execution of this swap
contract, Boykin wrote an option contract (reverse cap contract) until July 2003
with a notional balance of $83,000 and a LIBOR based strike price of 7.90%,
obligating Boykin as the floating rate counterparty. This contract is with a
third party and has no value at September 30, 2002. Changes in the contracts
fair value are recorded in the statement of operations.

New Accounting Pronouncements

Effective January 1, 2002, Boykin adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. The adoption of SFAS No. 144 had
no impact on the accompanying financial statements.

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Reclassifications

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




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, 2002 and 2001, the
weighted average basic and diluted common shares outstanding were as follows:

|               |         |  |                    |            |                   |  |      |            |      |  |  |            |  |  |  |            | 
|-------------- | ------- |  | ------------------ | ---------- | ----------------- |  | ---- | ---------- | ---- |  |  | ---------- |  |  |  | ---------- | 
|               |         |  | Three Months Ended |            | Nine Months Ended
|               |         |  | September 30,      |            | September 30,    
|               |         |  |                    |            |                  
|               |         |  | 2002               |            | 2001              |  | 2002 |            | 2001
|               |         |  |                    |            |                   |  |      |            |     
|Common shares: |         |  |                    |            |                   |  |      |            |      |  |  |            |  |  |  |           
|               | Basic   |  |                    | 17,262,316 |                   |  |      | 17,181,477 |      |  |  | 17,239,889 |  |  |  | 17,171,351 | 
|               | Diluted |  |                    | 17,384,780 |                   |  |      | 17,240,117 |      |  |  | 17,360,333 |  |  |  | 17,229,498 | 




4. MINORITY INTEREST/LIMITED PARTNERSHIP UNITS OUTSTANDING:

A total of 2,718,256 and 1,291,114 limited partnership units were
issued and outstanding at September 30, 2002 and 2001, respectively. The
weighted average number of limited partnership units outstanding for the three
and nine month periods ended September 30, 2002 and 2001 were 2,718,256 and
1,291,114, respectively. For the three and nine months ended September 30, 2002
and 2001, the weighted average basic and diluted common shares and limited
partnership units outstanding were as follows:

|                                             |         |  |                    |            |                   |  |      |            |      |  |  |            |  |  |  |            | 
|-------------------------------------------- | ------- |  | ------------------ | ---------- | ----------------- |  | ---- | ---------- | ---- |  |  | ---------- |  |  |  | ---------- | 
|                                             |         |  | Three Months Ended |            | Nine Months Ended
|                                             |         |  | September 30,      |            | September 30,    
|                                             |         |  |                    |            |                  
|                                             |         |  | 2002               |            | 2001              |  | 2002 |            | 2001
|                                             |         |  |                    |            |                   |  |      |            |     
|Common shares and limited partnership units: |         |  |                    |            |                   |  |      |            |      |  |  |            |  |  |  |           
|                                             | Basic   |  |                    | 19,980,572 |                   |  |      | 18,472,591 |      |  |  | 19,958,145 |  |  |  | 18,462,465 | 
|                                             | Diluted |  |                    | 20,103,036 |                   |  |      | 18,531,231 |      |  |  | 20,078,589 |  |  |  | 18,520,612 | 




5. CREDIT FACILITY:

In March 2002, Boykin negotiated new terms to its secured credit
facility which enables Boykin to borrow up to $65,000, subject to borrowing base
and loan-to-value limitations, at a rate that ranges between LIBOR plus 2.25% to
LIBOR plus 4.00% (5.38% as of September 30, 2002), as defined. Boykin is
required to pay a .25% fee on the unused portion of the credit facility. The facility expires in
July 2003 and contains a one-year extension option, subject to certain
approvals. The credit facility is secured by seven hotel properties with a net
carrying value of $94,964 at September 30, 2002. Outstanding borrowings against
the credit facility at September 30, 2002 and December 31, 2001 were $39,589 and
$39,000, respectively.

The credit facility requires Boykin, among other things, to maintain a
minimum net worth, a coverage ratio of 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 maintain the franchise agreement at
each hotel secured by the facility and to maintain its REIT status. The terms of the amendment provide 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, 2002.

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6. 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, 2002 and December 31, 2001 was $125,408 and $126,971,
respectively. The loan bears interest at a fixed rate of 6.9% until May 2008,
and at a new fixed rate to be determined thereafter. The loan is secured by ten
Doubletree hotels with a net carrying value of $227,898 and $230,812 at
September 30, 2002 and December 31, 2001, respectively and 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,
2002.

In March 2002, Boykin renegotiated the terms of the $45,000 term loan
agreement which had an original maturity date of October 2002 with an option to
extend to July 2003. Boykin exercised its option to extend the maturity date and
the loan will now mature in July 2003. The loan is secured by three hotel
properties with a net carrying value of $43,477 and $44,582 at September 30,
2002 and December 31, 2001, respectively and bears interest at a rate that
fluctuates at LIBOR plus 2.00% to LIBOR plus 4.00% (5.32% at September 30, 2002). The loan
agreement requires Boykin, among other things, to maintain a minimum net worth,
a coverage ratio of EBITDA to debt service and fixed charges, and to maintain a
leverage ratio below a specified level. Boykin is required to maintain the
franchise agreement at each hotel secured by the loan and to maintain its REIT status. Boykin was in
compliance with its covenants at September 30, 2002.

Boykin Holding, LLC (BHC), a wholly-owned subsidiary of the
Partnership, has a $108,000 term loan agreement. The loan matures in July 2003
and contains two one-year extension options. The loan is secured by nine hotel
properties with a net carrying value of $74,830 and $76,477 at September 30,
2002 and December 31, 2001, respectively and bears interest at a rate that
fluctuates at LIBOR plus 2.35% (4.17% at September 30, 2002). Under covenants in
the loan agreement, assets of BHC are not available to pay the creditors of any
other Boykin entity, except to the extent of permitted cash distributions from
BHC to Boykin. Likewise, the assets of other entities are not available to pay
the creditors of BHC. The loan agreement also requires BHC to hold funds in
escrow for the payment of capital expenditures, insurance and real estate taxes
and requires BHC to maintain certain financial reporting requirements. BHC was
in compliance with these requirements at September 30, 2002.

In March 2001, the Partnership entered into an interest rate swap
agreement, which fixes the overall interest rate at 7.32% on $83,000 of debt
designated to BHCs $108,000 term note until July 2003. BHC also has interest
rate protection on the remaining $25,000 to cap the overall loan interest rate
at no more than 10.25%.

Maturities of long-term debt at September 30, 2002 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2002                |  |   | 548     | 
|2003                |  |   | 155,264 | 
|2004                |  |   | 2,402   | 
|2005                |  |   | 2,601   | 
|2006                |  |   | 2,788   | 
|2007 and thereafter |  |   | 114,805 | 
|                    |  |   |         | 
|                    |  | $ | 278,408 | 
|                    |  |   |         | 

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7. RELATED PARTY TRANSACTIONS:

The Chairman and Chief Executive Officer of Boykin is the majority
shareholder of BMC. BMC and Westboy LLC, previously a subsidiary of BMC, were a
significant source of Boykins percentage lease revenue through December 31,
2001. As of December 31, 2001, Boykin had rent receivable of $1,118 due from
related party lessees. As of December 31, 2001, Boykin had related party
payables to BMC of $90 primarily for the reimbursement of capital expenditure
costs incurred on behalf of Boykin. Boykin paid a $1,600 lease termination fee
to BMC related to the sale of the Daytona Beach Radisson Resort in January 2001.

As a result of the TRS transaction discussed in Note 1, Boykin acquired
16 subsidiaries of BMC whose primary assets were leasehold interests in 25 hotel
properties owned by Boykin. At December 31, 2001, Boykin had recorded a
receivable from BMC of $2,008 for the net working capital assets of the
subsidiaries acquired. As of September 30, 2002, $321 of the receivable remains
outstanding.

Also in conjunction with the TRS transaction, effective January 1,
2002, BMC managed 16 of the properties in which Boykin owned an interest.
Management fees earned by BMC related to these hotels during the three and nine
month periods ended September 30, 2002 totaled $929 and $2,986, respectively. As
of September 30, 2002, Boykin had related party payables to BMC of $555
primarily related to management fees and reimbursements of expenses on behalf of
the hotel properties. During 2001, a subsidiary of BMC managed the Radisson
Hotel Mt. Laurel pursuant to a management agreement. Boykin paid the BMC
subsidiary management fees of $51 and $154, respectively, for the three and nine
month periods ended September 30, 2001.

Through September 30, 2002, Boykin paid a wholly-owned subsidiary of
BMC $174 and $5 for design and project management services, respectively, related to capital improvements at its hotels. During 2001, the subsidiary sold
a portion of its business to an unrelated third party. A portion of the sales
price is contingent upon future revenues of the business, including revenues
from Boykin.




8. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

As of September 30, 2002, there was $3,638 of dividends and Partnership
distributions which were declared but not paid. As of September 30, 2001, there
were no dividends or Partnership distributions that were declared but not paid.

Interest paid during the nine-month periods ended September 30, 2002
and 2001 was $15,427 and $16,176, respectively.

In the first nine months of 2002, Boykin issued 101,170 common shares,
valued at $856, and cancelled 11,315 shares, valued at $133, under Boykins
Long-Term Incentive Plan.




9. INCOME TAXES:

Upon the effective date of the establishment of Boykins TRSs, the
subsidiaries become 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, 2002, Boykins TRSs have a
deferred tax asset of approximately $1.1 million, prior to any valuation
allowance, related to the assumption of the retained deficit of Westboy as well
as the operating losses of the TRSs and their subsidiaries during the nine month
period then ended. 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.

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10. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):

The following unaudited pro forma information for the three and nine
months ended September 30, 2001 is presented as if the following transactions
had occurred as of January 1, 2001:



| |  | acquisition of lessees from BMC;                                                                                                                                                                                   
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the issuance of 1,427,142 Partnership units to a BMC subsidiary;                                                                                                                                                   
| 
| |  | entering into the BMC management agreements;                                                                                                                                                                       
| 
| |  | termination/assignment of Interstate leases;                                                                                                                                                                       
| 
| |  | entering into the Interstate management agreements; and                                                                                                                                                            
| 
| |  | termination of the percentage lease for a hotel in Chicago,
Illinois owned by an unconsolidated joint venture, and a new
TRS owned by that joint venture entering into a management
contract with a BMC subsidiary.

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|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                    |        |         |         | 
|--------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------- | ------------------------------------------------- | ------------------------- | ------ | ------------------ | ------ | ------------------ | ------ | ------- | ------- | 
|                                                                                                                |                                                                             |         |                                                   |                           |        | (unaudited)       
|                                                                                                                |                                                                             |         |                                                   |                           |        | Pro forma         
|                                                                                                                |                                                                             |         |                                                   |                           |        |                   
|                                                                                                                |                                                                             |         |                                                   |                           |        | Three Months Ended |        | Nine Months Ended 
|                                                                                                                |                                                                             |         |                                                   |                           |        | September 30, 2001 |        | September 30, 2001
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|Revenues:                                                                                                       |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                |                                                                             |         | Hotel revenues:                                   |                           |        |                    |        |                    |        |         |        
|                                                                                                                |                                                                             |         |                                                   | Room revenue              |        | $                  | 42,865 |                    |        | $       | 132,410 | 
|                                                                                                                |                                                                             |         |                                                   | Food and beverage revenue |        |                    | 16,867 |                    |        |         | 55,177  | 
|                                                                                                                |                                                                             |         |                                                   | Other revenue             |        |                    | 4,367  |                    |        |         | 11,989  | 
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                |                                                                             |         | Total hotel revenues                              |                           |        | 64,099             |        |                    |        | 199,576 |        
|                                                                                                                |                                                                             |         | Lease revenue                                     |                           |        | 1,581              |        |                    |        | 3,985   |        
|                                                                                                                |                                                                             |         | Interest income                                   |                           |        | 105                |        |                    |        | 489     |        
|                                                                                                                |                                                                             |         | Other income                                      |                           |        | 206                |        |                    |        | 902     |        
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                |                                                                             |         |                                                   | Total revenues            |        |                    | 65,991 |                    |        |         | 204,952 | 
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|Expenses:                                                                                                       |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                |                                                                             |         | Hotel operating expenses:                         |                           |        |                    |        |                    |        |         |        
|                                                                                                                |                                                                             |         |                                                   | Rooms                     |        |                    | 11,112 |                    |        |         | 33,133  | 
|                                                                                                                |                                                                             |         |                                                   | Food and beverage         |        |                    | 12,325 |                    |        |         | 39,169  | 
|                                                                                                                |                                                                             |         |                                                   | Other direct              |        |                    | 2,423  |                    |        |         | 6,706   | 
|                                                                                                                |                                                                             |         |                                                   | Indirect                  |        |                    | 18,554 |                    |        |         | 56,824  | 
|                                                                                                                |                                                                             |         |                                                   | Management fees           |        |                    | 2,663  |                    |        |         | 8,679   | 
|                                                                                                                |                                                                             |         | Property taxes, insurance and other               |                           |        | 3,358              |        |                    |        | 10,390  |        
|                                                                                                                |                                                                             |         | Real estate related depreciation and amortization |                           |        | 6,999              |        |                    |        | 21,055  |        
|                                                                                                                |                                                                             |         | Corporate general and administrative              |                           |        | 1,514              |        |                    |        | 4,447   |        
|                                                                                                                |                                                                             |         | Interest expense                                  |                           |        | 5,376              |        |                    |        | 16,691  |        
|                                                                                                                |                                                                             |         | Amortization of deferred financing costs          |                           |        | 303                |        |                    |        | 904     |        
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                |                                                                             |         |                                                   | Total expenses            |        |                    | 64,627 |                    |        |         | 197,998 | 
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|Equity in income of unconsolidated joint ventures                                                               |                                                                             |         | 284                                               |                           |        |                    | 398    |                   
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|Income before gain on sale of assets, minority interest and
cumulative effect of change in accounting principle |                                                                             |         | 1,648                                             |                           |        |                    | 7,352  |                   
|                                                                                                                |                                                                             |         | Gain on sale of assets                            |                           |        |                   |        |                    |        | 240     |        
|                                                                                                                |                                                                             |         | Minority interest in joint ventures               |                           |        | (53                | )      |                    |        | 356     |        
|                                                                                                                |                                                                             |         | Minority interest in operating partnership        |                           |        | (242               | )      |                    |        | (1,208  | )      
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|Income before cumulative effect of change in accounting principle                                               |                                                                             | $       | 1,353                                             |                           |        | $                  | 6,740  |                   
|                                                                                                                |                                                                             |         |                                                   |                           |        |                    |        |                   
|                                                                                                                | Income per share before cumulative effect of change in accounting
principle
|                                                                                                                |                                                                             | Basic   |                                                   | $                         | 0.08   |                    |        | $                  | 0.39   |        
|                                                                                                                |                                                                             | Diluted |                                                   | $                         | 0.08   |                    |        | $                  | 0.39   |        
|                                                                                                                | Weighted average shares outstanding (in thousands)                          |         |                                                   |                           |        |                    |        |                    |       
|                                                                                                                |                                                                             | Basic   |                                                   |                           | 17,181 |                    |        |                    | 17,171 |        
|                                                                                                                |                                                                             | Diluted |                                                   |                           | 17,240 |                    |        |                    | 17,229 |        

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11. SUBSEQUENT EVENTS:

In October 2002, Boykin completed a $45,000 offering of 1,800,000
preferred depositary shares. Each depositary share represents a 1/10 interest in
one share of Boykins 10 1/2% cumulative preferred shares and has a liquidation
preference of $25 per share. Dividends on the depositary shares will be payable
quarterly, upon authorization by the Board of Directors, beginning on January
15, 2003 at an annual rate of $2.625 per depositary share. The shares are listed
and traded on the New York Stock Exchange. Net proceeds from the offering were
used to repay the outstanding balance on the $65,000 credit facility and pay
down over $3,000 on the $45,000 term note. An additional 10,000 depositary
shares were later issued to cover over-allotments.

Boykin exercised its option to cancel the management agreements with
Interstate Hotels and Resorts for the Kansas City Doubletree Hotel and the Pink
Shell Beach Resort. Effective October 24, 2002, BMC began managing the hotels
under new management agreements. The management agreement related to the Kansas
City property is for a term of five years and is cancelable by Boykin without
penalty upon 90 days notice. The agreement surrounding the Pink Shell Beach
Resort is for a term of ten years and provides for certain liquidated damages in
the event of early termination.

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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 33 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, 2002, Boykin
Lodging had an 84.9% ownership interest in, is the sole general partner of and
does all 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. We seek to achieve these objectives through the following key business
strategies relating to the ownership and operation of our hotels:



| |  | Maximizing operating cash
flows of our hotels through: aggressive asset
management to maximize revenue and minimize expenses; use of the TRS
structure; reinvestment in our hotels and strategic brand positioning.                                                                                                                                                                                                                                                                                                                                              
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Identifying opportunities to enhance returns on our hotels by investing in new initiatives
such as developing ancillary conference centers within our existing hotels and in newly acquired properties and expanding and redeveloping
our properties to improve asset performance.                                                                                                                                                                                                                                                                               
| 
| |  | Managing our hotel portfolio
mix to enhance its potential for growth in revenue per available
room (RevPAR), and operating
income by identifying key markets with high barriers to entry for future acquisitions, acquiring upscale
commercial and resort hotels located in these key markets at a discount to their replacement cost,
acquiring assets in these markets with repositioning and rebranding opportunities and selling assets that we
believe have lower long-term growth prospects because of their physical characteristics or market location.
| 
| |  | Optimizing our capital structure and improving our financial flexibility by managing our
leverage and debt service coverage ratios, expanding the nature and sources of our capital, utilizing
secured debt when it can be structured to provide flexibility regarding the collateral properties
and using joint ventures when appropriate to maximize return on invested capital and manage risk exposure.                                                                                                                                                      

THIRD QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2002

Refer to the Results of Operations section below for discussion of
our third quarter 2002 results compared to 2001 actual and pro forma results.

Despite the continuing challenging operating environment, we are seeing
an improvement in the RevPAR trend at our properties as our portfolio
experienced a slight RevPAR increase of 0.1% for the third quarter 2002 from the
third quarter 2001 versus the second quarter 2002 decline of 10.6% from the
second quarter 2001.

Based on our year to date results and our current booking trends, our
outlook is for fourth quarter RevPAR to be up a modest 4.0% to 6.0% over the
same period last year, with a full year 2002 RevPAR approximately 5.0% below
2001. With these assumptions, we expect that our funds from operations (FFO)
could range between $0.23 and $0.27 per fully-diluted share in the fourth
quarter and $1.47 and $1.51 per share for the full year. For a definition of
FFO, a reconciliation of net income to FFO and a discussion of why we believe
FFO is an important measure to investors of a REITs financial performance, see
Results of Operations below.

During the quarter our Board of Directors reinstated a dividend on our
common shares by declaring a dividend of $0.18 per common share for the third
quarter of 2002. The record date for this dividend was September 30, 2002, and
the dividends were paid on November 5. We had suspended our quarterly dividend
in the fourth quarter of 2001 because of the hotel operating environment
immediately following the September 11, 2001 terrorist attacks.

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Capital Projects

Through September 30, 2002, we had approximately $8.6 million of fixed
asset additions at our hotels, excluding the Chicago Executive Plaza (recently
renamed Hotel 71) and Meadowlands-Lyndhurst Courtyard by Marriott projects which are owned by unconsolidated joint ventures.
This amount primarily includes planned refurbishments and replacements at
selected existing hotels. Significant portions of this total relate to the
guestroom renovation at our Buffalo Marriott property, a ballroom renovation and
a new air conditioning system at the Omaha Doubletree, a roof project at
our Sacramento Doubletree, as well as costs surrounding the commencement of the
development project at our Pink Shell Beach Resort.

We are proceeding with the expansion project at the Pink Shell Beach
Resort which will add 39 rooms to the resort. The project includes
demolishing 53 cottage units (38 of which have already been removed) and
constructing a new 92-unit tower called White Sand Villas, which will
significantly upgrade the character of the resort. The units in the tower will
be sold as condominiums, with the expectation that the owners would put their
unused room nights back to the resort by contract which will provide us with
continuing income. Total construction costs of the condominium tower are
estimated to be approximately $25 million, including expenditures of $2.0
million through the third quarter. The project has a scheduled completion date during the
fourth quarter of 2003. We have received a commitment letter from the lender and
expect to close on a $23 million construction loan in December. The remaining
funding of construction costs will be provided by deposits already collected on
pre-sales of the condominium units.

During the third quarter we completed the guestroom portion of the
renovation of our newly renamed and repositioned four-star quality independent
property, named Hotel 71, located in downtown Chicago. The renovation increased
the number of rooms at the property by 33 units, bringing the total number of
rooms to 454. The final portion of the renovation, related primarily to the
lobby area, will be completed during the fourth quarter. Through September 30,
2002, the joint venture which owns the property had spent approximately $20.1
million toward the total renovation costs, which are being funded through
equity contributions to the joint venture and draws on the construction loan
previously secured. During the nine months ended September 30, 2002, we provided
approximately $4.4 million of equity funding toward the renovation. As a result
of the guestroom portion of the renovation, there were approximately 11,300 and
38,600 room nights out of service at the hotel for the third quarter and year to
date for 2002.

Ancillary Conference Center Strategy

We have identified an opportunity to increase the performance levels of
certain of our properties by developing ancillary conference facilities meeting
International Association of Conference Centers (IACC) standards within a
select group of our hotels. The development of IACC facilities is anticipated to
serve the needs of corporations and businesses requiring state-of-the art
training facilities and thus enhance demand for the hotels rooms and
facilities. After conducting market focus groups and consulting with another
company that has successfully implemented this strategy, we have identified the
possibility of implementing such facilities within several of our hotels. We
have progressed to the design stage for three of our properties, including our
hotel in Berkeley, for which we anticipate completion of the upgraded facilities
and receipt of IACC accreditation in the second quarter of 2003.

Taxable REIT Subsidiaries

Effective January 1, 2002, we took advantage of the restructuring
available under the Work Incentives Improvement Act of 1999 (REIT Modernization
Act). The REIT Modernization Act amended the tax laws to permit REITs, like us,
to lease hotels to a subsidiary that qualifies as a taxable REIT subsidiary
(TRS) as long as the TRS engages an independent hotel management company to
operate those hotels under a management contract. We acquired a total of 28
leasehold interests in our hotels from two of our operators, Boykin Management
Company Limited Liability Company (BMC) and Interstate Hotels and Resorts,
Inc. (Interstate), and entered into management contracts with them effective
January 1, 2002. The transactions also resulted in the assumption of the net
working capital of the leasehold interests and the issuance of 1,427,142
partnership units to BMC.

Effective September 1, 2002, we implemented the TRS structure at our
Marriotts Hunt Valley Inn property. Davidson Hotel Company (Davidson), our
joint venture partner in the subsidiary which owns the property, continues to
manage the property under the terms of a new management agreement which also
went into effect on September 1.

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The results of operations of the hotels operated by BMC, Hilton,
Interstate and Davidson are now recorded in our consolidated financial
statements from the effective dates of the respective TRS transactions going
forward, which replace the previously recorded percentage lease revenue from
these properties. Currently, 32 of our 33 hotels are operated under the TRS
structure.

We believe that the TRS structure will allow us to benefit from expense
management initiatives which can be implemented and monitored more closely,
better align the interests of our operators with ours and enhance our long-term
performance. In addition, we believe that our flexibility has been significantly
enhanced because the management agreements with BMC and Interstate are
terminable by us without penalty, whereas the previous percentage leases
provided for significant termination penalties even if we sold a property. We
have already realized the benefits of the terms of the new management
agreements; during the third quarter we exercised the 90-day notification
termination clause within the Interstate management agreements for the Kansas
City Doubletree Hotel and Pink Shell Beach Resort. Effective October 24, 2002,
BMC replaced Interstate as the operator of the two properties subject to the
terms of new management agreements.

RESULTS OF OPERATIONS

We are reporting the hotel operating revenues and expenses with respect
to the hotels included within the TRS transactions discussed above beginning
with their respective effective dates, whereas in the past, we reported
percentage lease revenue. As a result, the results of operations for the quarter
and nine month period ended September 30, 2002 are not directly comparable to
the actual results for the same periods in 2001.

Quarter Ended September 30, 2002 Compared to Pro Forma 2001

Total revenues increased 2.8% to $67.9 million for the third quarter
2002 versus the same period 2001 pro forma total of $66.0 million. Hotel
revenues for the three months ended September 30, 2002 were $65.6 million, which
is an increase of 2.4% from the $64.1 million in hotel revenues for the same pro
forma period in 2001. Please refer to the key operating statistics data below.

Gross operating profit after management fees of the consolidated hotels
under the TRS structure for the third quarter of 2002 was 27.8%, an improvement
from the 26.6% gross operating profit for pro forma third quarter 2001. In 2002
there were no deferred incentive management fees incurred to Hilton as the
maximum deferral was reached in the third quarter of the prior year. In
addition, we have been able to realize the benefits of cost containment
initiatives implemented by our operators in September 2001.

Included in third quarter revenues is $0.4 million related to revenues
from the sales of two Sanibel View Villas condominium units. The renovation and
conversion of the Sanibel View building to condominiums was completed in late
2001, therefore, no sales had occurred in the same period of the previous year.
The related costs of the units sold totaling $0.3 million are included in the
third quarter 2002 results.

Our equity loss in our unconsolidated joint ventures totaled $0.4
million during the third quarter of 2002 versus our pro forma share of net
income of the unconsolidated joint ventures totaling $0.3 million for the year
earlier period. The change resulted primarily from the impact of the renovation
on the operating results of our newly repositioned and renamed Hotel 71 in
downtown Chicago.

We experienced a $1.7 million acceleration of depreciation during the
third quarter of 2002 related to the removal of cottages from the Pink Shell Beach
Resort property to make way for the White Sand Villas development project.

As a result of the above, the third quarter 2002 resulted in net income
of $0.1 million compared to the same period last year when pro forma net income
totaled $1.4 million.

Our FFO for the quarter ended September 30, 2002 was $9.2 million
compared to $8.9 million for pro forma 2001.

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Quarter Ended September 30, 2002 Compared to Actual 2001

Total revenues increased to $67.9 million from $19.4 million primarily
as a result of the TRS transactions discussed above.

Lease revenue decreased to $1.4 million versus $17.4 million for 2001
because during most of the third quarter, there were only two hotels which
generated lease revenues because they did not operate under the TRS structure.
After the implementation of this structure at our Marriotts Hunt Valley Inn
property effective September 1, 2002, there was only one property which was not
under the TRS structure and was therefore generating lease revenues. Hotel
revenues increased to $65.6 million from $1.7 million in the prior year as we
acquired the leasehold interests in 29 properties through the TRS transactions
for which we record their hotel operating revenues in 2002. Please refer to the
Quarter Ended September 30, 2002 Compared to Pro Forma 2001 section above for
discussion regarding changes in revenues from sale of condominium units and the
related cost of units sold.

Similar to total revenues, total expenses increased substantially to
$67.4 million for the third quarter 2002 versus $18.3 million for the same
period in 2001. Hotel operating expenses, which include hotel departmental
expenses, indirect expenses and management fees, increased to $47.4 million from
$1.4 million in the prior year due to the inclusion of the results of the 29
properties for which we acquired leasehold interest in connection with the TRS
transactions. Property taxes, insurance and other expense increased $0.8 million
over prior year due to increases in property and casualty insurance rates and
the inclusion of related costs at the hotel property level in our operating
results under the TRS structure.

Please refer to the Quarter Ended September 30, 2002 Compared to Pro
Forma 2001 section above for discussion regarding the change in our equity in
income (loss) of unconsolidated joint ventures and the increase in depreciation.

Based upon the above, the third quarter of 2002 had net income of $0.1
million compared to $1.3 million for the same period last year.

Our funds from operations for the quarter ended September 30, 2002 were $9.2 million compared to $9.5 million in 2001.

Nine Months Ended September 30, 2002 Compared to Pro Forma 2001

Total revenues decreased 3.7% to $197.4 million for the nine months
ended September 30, 2002 versus the same period 2001 pro forma total of $205.0
million due to a general softening in the economy and the impact on the travel
industry from the aftermath of the terrorist attacks of September 11, 2001.

Included in revenues is $4.1 million from the sales of 19 Sanibel View
Villas condominium units during the nine months ended September 30, 2002. The
renovation and conversion of the Sanibel View building to condominiums was
completed in late 2001, therefore, no sales had occurred in prior periods. The
related costs of the units sold totaled $3.1 million and were also recorded
during the nine months ended September 30, 2002.

During the first nine months of 2002, gross operating profit after
management fees for the hotels consolidated under the TRS structure averaged
27.9% compared with 27.6% gross operating profit for pro forma 2001. Even though
hotel operating revenues have declined over prior year, we were able to maintain
margin levels due to the continuation of cost control initiatives implemented at
the properties after September 11th. In addition, in 2002 there were no deferred
incentive management fees incurred to Hilton as the maximum deferral was reached
in the prior year.

Property taxes, insurance and other expenses increased $0.6 million
over the same period in the prior year due to significant increases in insurance
rates. Corporate general and administrative expense increased $1.0 million over
prior year due primarily to non-recurring charges incurred in the first quarter
of 2002. Amortization of financing costs increased $0.6 million due to the
additional deferred financing costs incurred in conjunction with the amendments
of the credit facility and $45 million term note in the first quarter.

Offsetting these increases is a $1.3 million decrease in interest
expense due to a significant decrease in the weighted average interest rate of
our variable rate debt, even though the average outstanding balance of our
variable rate credit facility was higher in 2002.

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Our equity loss in
our unconsolidated joint ventures totaled $1.4 million through
the third quarter of 2002 versus our pro forma share of net income of
the unconsolidated joint ventures totaling $0.4 million for the year
earlier period. The change resulted primarily from the impact of the renovation on the
operating results of our newly repositioned and renamed Hotel 71 in downtown Chicago.

We experienced a $1.7 million acceleration in depreciation during the
third quarter of 2002 related to the removal of cottages from the Pink Shell Beach
Resort property to make way for the White Sand Villas development project.

As a result of the above, net income for the nine months ended
September 30, 2002 declined to $1.0 million from pro forma 2001 net income of
$6.7 million.

FFO for the nine
months ended September 30, 2002 was $24.8 million
compared to $30.3 million for pro forma 2001.

Nine Months Ended September 30, 2002 Compared to Actual 2001

Total revenues increased to $197.4 million from $56.3 million in 2001
and hotel revenues increased to $188.3 million from $5.1 million in the prior
year as we acquired the leasehold interests in 29 properties through the TRS
transaction for which we are now recording their operating revenues.

Lease revenue decreased to $4.0 million versus $50.0 million for 2001
as at the end of the third quarter 2002, we were only recording lease revenue
for one property that is not under the TRS structure.

Similar to total revenues, total expenses increased substantially to
$195.0 million for the nine months ended September 30, 2002 versus $55.3 million
for the same period in 2001, primarily due to the TRS implementation. Property
taxes, insurance and other expense increased $2.7 million over prior year due to
increases in property and casualty insurance rates and the inclusion of related
costs at the hotel property level in our operating results under the TRS
structure.

Please refer to the Nine Months Ended September 30, 2002 Compared to
Pro Forma 2001 section above for discussion regarding the changes in sales of
condominium units and the related costs of units sold, depreciation expense,
corporate general and administrative expense, interest expense, amortization of
deferred financing costs and our equity in income (loss) of unconsolidated joint
ventures.

Net income for the nine month period ended September 30, 2002 decreased
to $1.0 million versus $2.0 million for the same period in the prior year.

Our funds from operations for the nine months ended September 30, 2002 were $24.8 million compared to $32.5 million in 2001.

The White Paper on Funds From Operations approved by the Board of
Governors of the National Association of Real Estate Investment Trusts
(NAREIT) in October 1999 defines FFO as net income (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 to
investors as a measure of the performance of an equity REIT because, along with
cash flow from operating, financing and investing activities, it provides
investors with another indication of our ability to incur and service debt, make
capital expenditures and fund other cash needs.

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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 under 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 under GAAP as a measure of our liquidity, nor is it indicative of funds available to
fund our cash needs, including our ability to make cash distributions. FFO may
include funds that may not be available for managements discretionary use due
to functional requirements to conserve funds for capital expenditures and
property acquisitions, and other commitments and uncertainties. The following is
a reconciliation between income before cumulative effect of change in
accounting principle and FFO for the three and nine months ended September 30,
2002 and 2001, respectively (in thousands):

|                                                                  |                                                          |   |       |                                  |   |                                 |       |             |   |      |       |          |   |             |        |        |   |      |        |        |   |   |        |        |   | 
|----------------------------------------------------------------- | -------------------------------------------------------- | - | ----- | -------------------------------- | - | ------------------------------- | ----- | ----------- | - | ---- | ----- | -------- | - | ----------- | ------ | ------ | - | ---- | ------ | ------ | - | - | ------ | ------ | - | 
|                                                                  |                                                          |   |       | Three Months Ended September 30, |   | Nine Months Ended September 30,
|                                                                  |                                                          |   |       |                                  |   |                                
|                                                                  |                                                          |   |       |                                  |   |                                 |       | 2001        |   | 2001 |       |          |   |             |        | 2001   |   | 2001
|                                                                  |                                                          |   |       | 2002                             |   | (Actual)                        |       | (Pro forma) |   | 2002 |       | (Actual) |   | (Pro forma)
|                                                                  |                                                          |   |       |                                  |   |                                 |       |             |   |      |       |          |   |            
|Income before cumulative effect of change in accounting principle |                                                          | $ | 88    |                                  |   | $                               | 1,306 |             |   | $    | 1,353 |          |   | $           | 1,041  |        |   | $    | 2,386  |        |   | $ | 6,740  |       
|                                                                  | Real estate related depreciation and amortization        |   |       | 8,725                            |   |                                 |       | 6,999       |   |      |       | 6,999    |   |             |        | 22,769 |   |      |        | 21,055 |   |   |        | 21,055 |  
|                                                                  | Deferred lease revenue                                   |   |       | 158                              |   |                                 |       | 951         |   |      |       | 89       |   |             |        | 421    |   |      |        | 8,776  |   |   |        | 967    |  
|                                                                  | Gain on sale of assets                                   |   |       |                                 |   |                                 |       |            |   |      |       |         |   |             |        |       |   |      |        | (240   | ) |   |        | (240   | )
|                                                                  | Minority interest                                        |   |       | (60                              | ) |                                 |       | 81          |   |      |       | 295      |   |             |        | (138   | ) |      |        | (402   | ) |   |        | 852    |  
|                                                                  | Equity in (income) loss of unconsolidated joint
ventures |   |       | 439                              |   |                                 |       | (288        | ) |      |       | (284     | ) |             |        | 1,428  |   |      |        | (732   | ) |   |        | (398   | )
|                                                                  | FFO applicable to joint venture minority interest        |   |       | (193                             | ) |                                 |       | 458         |   |      |       | 454      |   |             |        | (708   | ) |      |        | 1,690  |   |   |        | 1,357  |  
|                                                                  |                                                          |   |       |                                  |   |                                 |       |             |   |      |       |          |   |             |        |        |   |      |        |        |   |   |        |       
|Funds from operations                                             |                                                          | $ | 9,157 |                                  |   | $                               | 9,507 |             |   | $    | 8,906 |          |   | $           | 24,813 |        |   | $    | 32,533 |        |   | $ | 30,333 |       
|                                                                  |                                                          |   |       |                                  |   |                                 |       |             |   |      |       |          |   |             |        |        |   |      |        |        |   |   |        |       

The following table illustrates key operating statistics of our
portfolio for the three and nine months ended September 30, 2002 and 2001, respectively:

|                           |                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|-------------------------- | ----------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                           |                               |  | Three Months Ended |        | Nine Months Ended
|                           |                               |  | September 30,      |        | September 30,    
|                           |                               |  |                    |        |                  
|                           |                               |  | 2002               |        | 2001              |  | 2002 |        | 2001
|                           |                               |  |                    |        |                   |  |      |        |     
|All Hotels (33 hotels) (a) |                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        
|                           | Hotel revenues (in thousands) |  | $                  | 74,015 |                   |  | $    | 74,510 |      |  | $ | 213,269 |   |  | $ | 231,355 |  
|                           | RevPAR                        |  | $                  | 60.20  |                   |  | $    | 60.14  |      |  | $ | 56.77   |   |  | $ | 62.27   |  
|                           | Occupancy                     |  |                    | 66.5   | %                 |  |      | 65.5   | %    |  |   | 62.1    | % |  |   | 65.5    | %
|                           | Average daily rate            |  | $                  | 90.47  |                   |  | $    | 91.80  |      |  | $ | 91.49   |   |  | $ | 95.11   |  



---

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

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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.

As of September 30, 2002, we had $27.1 million of unrestricted cash and
cash equivalents, $11.1 million of cash restricted for the payment of capital
expenditures, real estate taxes and insurance, and outstanding borrowings
totaling $39.6 million and $278.4 million against our credit facility and term
notes payable, respectively.

We have a $65 million credit facility, as limited under terms of the
credit agreement, to fund acquisitions of additional hotels, renovations and
capital expenditures, and for our working capital needs. For information
relating to the terms of our credit facility and our $130 million, $45 million,
and $108 million term notes payable, please see Notes 5 and 6, respectively, of
the Notes to Consolidated Financial Statements of Boykin Lodging Company
included in this Form 10-Q.

In March 2002, we amended our credit facility and our $45 million term
note in order to, among other things, ease leverage and debt service coverage
covenants. We decreased the credit facility to $65 million to align the capacity
with our loan-to-value limitations, thus reducing the payment of non-use fees.
We also were able to obtain the option to automatically extend the maturity date
on the $45 million facility from its scheduled October 2002 maturity to July
2003, the same time the credit facility matures. We exercised this option in the
third quarter.

The terms of our
credit facility contain provisions that limit our acquisition and capital expenditure activity, as well as the amount of
distributions we may pay out. Specifically, we may only use up to $5 million of
proceeds under our credit facility for new acquisitions and, except for the
ability to complete our renovations and expansion projects at our Chicago and
Pink Shell properties, our capital expenditures may not exceed 5% of our total
hotel revenues. In addition, dividends on our common shares can not exceed the
lesser of 50% of our FFO or $3.8 million per quarter, subject to certain
exceptions, one being that we are entitled to distribute up to 100% of REIT
taxable income. Based upon our current RevPAR and cash flow expectations, we expect to be in compliance with our
covenants under the amended facilities throughout 2002. We can not guarantee
that our actual results will not differ materially from our expectations.

In October 2002, we completed an underwritten public offering of
1,800,000 depositary shares, each share representing 1/10 of a share of our 10
1/2% Class A Cumulative Preferred Shares, Series 2002-A (Liquidation Preference
$25 per depositary share). An additional 10,000 depositary shares were issued to
cover over-allotments. Net proceeds after underwriting discounts and commission
were used to repay the entire outstanding balance on our credit facility and reduce the outstanding balance on the $45 million term loan to just under $42 million.
Annual dividends of $2.625 per depositary share are payable quarterly beginning
in January 2003 upon authorization of the Board of Directors. The shares are
listed on the New York Stock Exchange.

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

Due to our desire to maintain liquidity in the challenging hotel
operating environment following September 2001, we suspended the regular
quarterly dividend in the fourth quarter of 2001. In August 2002, our Board of
Directors reinstated a regular quarterly dividend on our common shares by
declaring a dividend of $0.18 per common share for the third quarter of 2002.
The record date for this dividend was September 30, 2002 with a distribution
date of November 5. Based upon our current projections, we anticipate the
continuation of the regular quarterly dividend at a level of $0.18 per common
share for the fourth quarter.

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For the full year 2002, we expect to spend approximately $16.0 million
in renovations at our hotels, excluding the Hotel 71 project discussed below and
the Meadowlands-Lyndhurst renovation and ancillary conference center concept,
both discussed earlier. This amount primarily includes planned refurbishments
and replacements at selected existing hotels. We expect to use cash available
from operations and restricted capital expenditure reserves to fund our
remaining 2002 renovations.

We are proceeding with the expansion project at the Pink Shell Beach
Resort which will add 39 rooms to the resort. The project includes
demolishing 53 cottage units (38 of which have already been removed) and
constructing a new 92-unit tower called White Sand Villas, which will
significantly upgrade the character of the resort. The units in the tower will
be sold as condominiums, with the expectation that the owners would put their
unused room nights back to the resort by contract which will provide us with
continuing fee income. Total construction costs of the condominium tower are
estimated to be approximately $25 million with a scheduled completion date
during the fourth quarter of 2003. We have received a commitment letter from the
lender and expect to close on a $23 million construction loan in December. The
remaining funding of construction costs will be provided by deposits already
collected on pre-sales of the condominium units.

Our renovation of
Hotel 71 is expected to be completed during the
fourth quarter of 2002. Through September 30, 2002, the joint venture which owns
the property spent approximately $20.1 million toward the total renovation
costs, which are being funded through equity contributions to the joint venture
and draws on the construction loan previously secured. The renovation increased
the number of rooms at the property by 33 units, bringing the total number of
rooms to 454. During the nine months ended September 30, 2002, we provided $4.4
million of equity funding toward the renovation.

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.

INSURANCE

We have obtained all-risk property and casualty insurance policies
for each hotel within our portfolio, either directly or through the hotel
operators, at levels deemed reasonable by management or as required by lenders.
We can provide no assurance that our established coverage and limits will fully
protect us against all possible losses. Specifically, our policies have
exclusions for acts of terrorism. We continuously monitor our levels of coverage
and based upon the nature and location of our properties, we believe that our
current coverage is adequate. Additionally, the cost of obtaining insurance has
increased and may continue to increase at rates higher than inflation.

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 and ground rent are
subject to inflation.

SEASONALITY

Our hotels operations historically have been seasonal. Twenty-nine of
our hotels historically maintained higher occupancy rates during the second and
third quarters. The four hotels located in Florida have historically experienced
their highest occupancy in the first quarter. This seasonality pattern can be
expected to cause fluctuations in our quarterly cash flows received from hotel
operations.

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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
$65 million secured credit facility, our $45 million secured term loan, our $108
million term loan and our share of floating rate debt under our unconsolidated
joint ventures of $23.9 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. In March 2001, we also purchased interest
protection on $83 million of our floating rate debt that fixes the overall
interest rate on this debt at 7.32% through July 2003. Approximately 66% of our
outstanding debt at September 30, 2002 and December 31, 2001, is fixed-rate in
nature. The weighted average interest rate of our variable rate debt was 5.1%
for the quarter ended September 30, 2002.

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. Other than the interest protection agreement
discussed above, we do not have any other material market-sensitive financial
instruments.

We do not believe that changes in market interest rates will have a
material impact on the performance or fair value of our hotel portfolio 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 $.3 million, based upon the balances outstanding on our
variable rate instruments at September 30, 2002.




ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

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-14(c)
and 14d-14(c)). Based upon their evaluation as of a date within
90 days of the filing date of this quarterly report, they have concluded that our disclosure controls and procedures
were adequate and effective.

(b) Changes in Internal Controls.

There have not been any significant changes within our internal controls or in other
factors that could significantly affect the controls subsequent to the date of their evaluation.




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 10 1/2% 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                                                                                                                                                                                                                      
|10.18 (f) | Third Amended and Restated Agreement of Limited Partnership of Boykin Hotel Properties, L.P. dated
as of September 30, 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 the
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 related to the Taxable REIT
Subsidiary transaction                                                                                                                   
|(e)       | Incorporated by reference from
Boykins registration statement on Form 8-A filed on
October 3, 2002.                                                                                                                                            
|(f)       | Incorporated by reference from
Boykins Form 8-K filed on October 4, 2002.                                                                                                                                                                      

(b)  Reports on Form 8-K



| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On August 13, 2002, Boykin filed a Current Report on Form 8-K
announcing the submission of certifications to the SEC related
to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002 pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Boykin filed a Current Report on Form 8-K dated August 27,
2002 related to the submission of amendments to the Limited
Partnership Agreement of Boykin Hotel Properties, L.P.



| |                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A Current Report on Form 8-K
dated September 23, 2002 was filed regarding the issuance of
Boykins 2000 and 2001 consolidated financial statements which
were reaudited by the Companys new independent accountant.

26



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##### Table of Contents



FORWARD LOOKING STATEMENTS

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



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

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

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




SIGNATURES

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

|                  |  |                                                                                                                                     
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|November 14, 2002 |  | /s/ Robert W. BoykinRobert W. Boykin
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)                
|                 
|November 14, 2002 |  | /s/ Shereen P. JonesShereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer
(Principal Accounting Officer)

27



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##### Table of Contents






SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

I, Robert W. Boykin, Chairman of the Board and Chief Executive Officer, certify
that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Boykin
Lodging Company;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                     



| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date), and                                                                                                    
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2002

| |  |                                                                                            
| |  | -------------------------------------------------------------------------------------------
| |  | By:  /s/ Robert W. BoykinRobert W. Boykin
Chairman of the Board
and Chief Executive Officer

28



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##### Table of Contents



SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

I, Shereen P. Jones, Executive Vice President, Chief Financial and Investment
Officer, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Boykin
Lodging Company;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                     



| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date), and                                                                                                    
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2002

| |  |                                                                                                           
| |  | ----------------------------------------------------------------------------------------------------------
| |  | By:  /s/ Shereen P. JonesShereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer

29



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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 10 1/2% 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                                                                                                                                                                                                                      
|10.18 (f) | Third Amended and Restated Agreement of Limited Partnership of Boykin Hotel Properties, L.P. dated
as of September 30, 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 the
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 related to the Taxable REIT
Subsidiary transaction                                                                                                                   
|(e)       | Incorporated by reference from
Boykins registration statement on Form 8-A filed on
October 3, 2002.                                                                                                                                            
|(f)       | Incorporated by reference from
Boykins Form 8-K filed on October 4, 2002.                                                                                                                                                                      

30