##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

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

|                                              |  |                                 
|--------------------------------------------- |  | --------------------------------
|For the quarterly period ended March 31,
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 Box) No (Box)

The number of common shares, without par value, outstanding as of May 8, 2002: 17,238,100





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TABLE OF CONTENTS



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



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





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##### Table of Contents






BOYKIN LODGING COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001
(dollar amounts in thousands)

|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |          |         | 
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | -------- | ------- | 
|                                                                    |                                                                                                                                                                    |                            |         | (Unaudited) |         |              |         |         
|                                                                    |                                                                                                                                                                    |                            |         | March 31,   |         | December 31,
|                                                                    |                                                                                                                                                                    |                            |         | 2002        |         | 2001        
|                                                                    |                                                                                                                                                                    |                            |         |             |         |             
|ASSETS                                                              |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Investment in hotel properties, net                                 |                                                                                                                                                                    | $                          | 506,546 |             |         | $            | 520,484 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Cash and cash equivalents                                           |                                                                                                                                                                    |                            | 14,961  |             |         |              | 3,610   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Receivable from related party related to lease terminations         |                                                                                                                                                                    |                            | 1,018   |             |         |              | 2,008   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Rent receivable from lessees:                                       |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Related party lessees                                                                                                                                              |                            |         |            |         |              |         | 1,118    |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Third party lessees                                                                                                                                                |                            |         | 500         |         |              |         | 341      |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accounts receivable, net of allowance for doubtful accounts of $210 |                                                                                                                                                                    |                            | 8,574   |             |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Inventories                                                         |                                                                                                                                                                    |                            | 2,124   |             |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred expenses, net                                              |                                                                                                                                                                    |                            | 4,497   |             |         |              | 4,588   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Restricted cash                                                     |                                                                                                                                                                    |                            | 8,034   |             |         |              | 9,423   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Investment in unconsolidated joint ventures                         |                                                                                                                                                                    |                            | 15,930  |             |         |              | 14,973  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other assets                                                        |                                                                                                                                                                    |                            | 12,887  |             |         |              | 2,673   |         
|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                    |                                                                                                                                                                    | $                          | 575,071 |             |         | $            | 559,218 |         
|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |         
|LIABILITIES AND SHAREHOLDERS EQUITY                                |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Borrowings against credit facility                                  |                                                                                                                                                                    | $                          | 40,454  |             |         | $            | 39,000  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Term notes payable                                                  |                                                                                                                                                                    |                            | 279,427 |             |         |              | 279,971 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accounts payable and accrued expenses                               |                                                                                                                                                                    |                            | 34,431  |             |         |              | 15,239  |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Net liabilities assumed in connection with termination of leases    |                                                                                                                                                                    |                            |        |             |         |              | 3,515   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Due to:                                                             |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Related party                                                                                                                                                      |                            |         | 703         |         |              |         | 90       |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Third party lessees                                                                                                                                                |                            |         | 380         |         |              |         | 406      |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred lease revenue                                              |                                                                                                                                                                    |                            | 19      |             |         |              |        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest in joint ventures                                 |                                                                                                                                                                    |                            | 2,388   |             |         |              | 2,530   |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest in operating partnership                          |                                                                                                                                                                    |                            | 15,330  |             |         |              | 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; 17,223,334 and 17,191,954 shares outstanding
at March 31, 2002 and December 31, 2001, respectively |                            |         |            |         |              |         |         |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Additional paid-in capital                                                                                                                                         |                            |         | 312,932     |         |              |         | 312,171  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Distributions in excess of income                                                                                                                                  |                            |         | (107,138    | )       |              |         | (105,193 | )      
|                                                                    | Other comprehensive loss                                                                                                                                           |                            |         | (1,998      | )       |              |         | (2,838   | )      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Unearned compensation  restricted shares                                                                                                                          |                            |         | (1,857      | )       |              |         | (1,494   | )      
|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                    |                                                                                                                                                                    | Total shareholders equity |         |             | 201,939 |              |         |          | 202,646 | 
|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |         
|                                                                    |                                                                                                                                                                    | $                          | 575,071 |             |         | $            | 559,218 |         
|                                                                    |                                                                                                                                                                    |                            |         |             |         |              |         |         

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

3



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##### Table of Contents






BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001(unaudited, amounts in thousands, except for per share data)

|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |        |        |  
|----------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ---------------------------------------------------------------------------------- | ------ | ------ | ------ | ---- | ---- | ------ | ------ | -
|                                                                                                            |                                                   |                                                                                    |        | 2002   |        | 2001
|                                                                                                            |                                                   |                                                                                    |        |        |        |     
|Revenues:                                                                                                   |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Hotel revenues:                                   |                                                                                    |        |        |        |      |      |        |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Room revenue                                                                       |        | $      | 37,063 |      |      | $      | 918    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Food and beverage revenue                                                          |        |        | 16,141 |      |      |        | 452    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Other revenue                                                                      |        |        | 2,947  |      |      |        | 68     |  
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                            | Total hotel revenues                              |                                                                                    |        | 56,151 |        |      |      | 1,438  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Lease revenue from related party                  |                                                                                    |        |       |        |      |      | 12,505 |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Other lease revenue                               |                                                                                    |        | 1,283  |        |      |      | 3,732  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Sales of condominium units                        |                                                                                    |        | 3,046  |        |      |      |       |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Interest and other income                         |                                                                                    |        | 247    |        |      |      | 645    |       
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                            |                                                   | Total revenues                                                                     |        |        | 60,727 |      |      |        | 18,320 |  
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Expenses:                                                                                                   |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Hotel operating expenses:                         |                                                                                    |        |        |        |      |      |        |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Rooms                                                                              |        |        | 9,101  |      |      |        | 248    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Food and beverage                                                                  |        |        | 11,735 |      |      |        | 309    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Other                                                                              |        |        | 1,836  |      |      |        | 40     |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | General and administrative                                                         |        |        | 5,937  |      |      |        | 186    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Marketing and franchise costs                                                      |        |        | 5,859  |      |      |        | 147    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Utilities and maintenance                                                          |        |        | 5,865  |      |      |        | 263    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Management fee to related party                                                    |        |        | 848    |      |      |        | 43     |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Management fee to third parties                                                    |        |        | 735    |      |      |        |       |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Property taxes, insurance and other               |                                                                                    |        | 3,801  |        |      |      | 2,724  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Cost
of condominium units sold                    |                                                                                    |        | 2,257  |        |      |      |       |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Real estate related depreciation and amortization |                                                                                    |        | 7,018  |        |      |      | 7,028  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Corporate general and administrative              |                                                                                    |        | 2,015  |        |      |      | 1,438  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Interest expense                                  |                                                                                    |        | 4,977  |        |      |      | 5,822  |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Amortization of deferred financing costs          |                                                                                    |        | 514    |        |      |      | 301    |       
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Total expenses                                                                     |        |        | 62,498 |      |      |        | 18,549 |  
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Equity loss of unconsolidated joint ventures                                                                |                                                   |                                                                                    | (636   | )      |        |      | (174 | )     
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Loss before gain on sale of assets, minority interest and one-time effect of
change in accounting principle |                                                   |                                                                                    | (2,407 | )      |        |      | (403 | )     
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Gain on sale of assets                                                             |        |        |       |      |      |        | 240    |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Minority interest in joint ventures                                                |        |        | (29    | )    |      |        | (20    | )
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Minority interest in operating partnership                                         |        |        | 491    |      |      |        | 91     |  
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Loss before one-time effect of change in accounting principle                                               |                                                   |                                                                                    | (1,945 | )      |        |      | (92  | )     
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | One-time effect of change in accounting principle, net of minority
interest of $32 |        |        |       |      |      |        | (373   | )
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Net loss applicable to common shares                                                                        |                                                   | $                                                                                  | (1,945 | )      |        | $    | (465 | )     
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Change in fair market value of interest rate swap                                                           |                                                   |                                                                                    | 840    |        |        |      | (426 | )     
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|Comprehensive loss                                                                                          |                                                   | $                                                                                  | (1,105 | )      |        | $    | (891 | )     
|                                                                                                            |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Loss
per share before one-time effect of change in accounting principle                                     |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Basic                                                                              |        | $      | (0.11  | )    |      | $      | (0.01  | )
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Diluted                                                                            |        | $      | (0.11  | )    |      | $      | (0.01  | )
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Net
loss per share                                                                                          |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Basic                                                                              |        | $      | (0.11  | )    |      | $      | (0.03  | )
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Diluted                                                                            |        | $      | (0.11  | )    |      | $      | (0.03  | )
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Weighted
average number of common shares outstanding                                                        |                                                   |                                                                                    |        |        |        |      |      |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Basic                                                                              |        |        | 17,218 |      |      |        | 17,161 |  
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                   | Diluted                                                                            |        |        | 17,294 |      |      |        | 17,191 |  

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

4



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##### Table of Contents






BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002(unaudited, dollar amounts in thousands)

|                             |                                                           |  |            |         |            |   |               |     |               |   |              |        |       |   |        |     |  |   |        |      |   |   |         |        |  
|---------------------------- | --------------------------------------------------------- |  | ---------- | ------- | ---------- | - | ------------- | --- | ------------- | - | ------------ | ------ | ----- | - | ------ | --- |  | - | ------ | ---- | - | - | ------- | ------ | -
|                             |                                                           |  |            |         | Additional |   | Distributions |     | Other         |   |              |        |       |   |       
|                             |                                                           |  | Common     |         | Paid-In    |   | In Excess     |     | Comprehensive |   | Unearned     |        |       |   |       
|                             |                                                           |  | Shares     |         | Capital    |   | of 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 $1 |  |            | 42,748  |            |   |               | 853 |               |   |              |       |       |   |        |    |  |   |        | (829 | ) |   |         | 24     |  
|                            
|                            
|                            
|                            
|                             | Common share purchases for
treasury                       |  |            | (11,368 | )          |   |               | (92 | )             |   |              |       |       |   |        |    |  |   |        |     |   |   |         | (92    | )
|                            
|                            
|                            
|                            
|                             | Change in fair market value of
interest rate swap         |  |            |        |            |   |               |    |               |   |              |       |       |   |        | 840 |  |   |        |     |   |   |         | 840    |  
|                            
|                            
|                            
|                            
|                             | Amortization of unearned
compensation                     |  |            |        |            |   |               |    |               |   |              |       |       |   |        |    |  |   |        | 466  |   |   |         | 466    |  
|                            
|                            
|                            
|                            
|                             | Net loss                                                  |  |            |        |            |   |               |    |               |   |              | (1,945 | )     |   |        |    |  |   |        |     |   |   |         | (1,945 | )
|                             |                                                           |  |            |         |            |   |               |     |               |   |              |        |       |   |        |     |  |   |        |      |   |   |         |       
|Balance at March 31, 2002    |                                                           |  | 17,223,334 |         |            | $ | 312,932       |     |               | $ | (107,138     | )      |       | $ | (1,998 | )   |  | $ | (1,857 | )    |   | $ | 201,939 |       
|                             |                                                           |  |            |         |            |   |               |     |               |   |              |        |       |   |        |     |  |   |        |      |   |   |         |       

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

5



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##### Table of Contents



BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001(unaudited amounts in thousands)

|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |        |       |        |  
|--------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------- | --------------------------------------------------------- | ------ | ----- | ------ | ------- | ------ | ----- | ------ | -
|                                                          |                                                                                      |                                                   |                                                           |        | 2002  |        | 2001   
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |        
|Cash flows from operating activities:                     |                                                                                      |                                                   |                                                           |        |       |        |         |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Net loss                                                                             |                                                   | $                                                         | (1,945 | )     |        | $       | (465   | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Adjustments to reconcile net loss to net cash flow provided
by operating activities- |                                                   |                                                           |        |       |        |         |        |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | One-time effect of change in accounting principle |                                                           |        |      |        |         |        | 373   |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Gain on sale of assets                            |                                                           |        |      |        |         |        | (240  | )     
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Depreciation and amortization                     |                                                           |        | 7,532 |        |         |        | 7,329 |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Amortization of unearned compensation             |                                                           |        | 466   |        |         |        | 150   |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Equity loss of unconsolidated joint ventures      |                                                           |        | 636   |        |         |        | 174   |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Deferred rent                                     |                                                           |        | 19    |        |         |        | 3,304 |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Minority interests                                |                                                           |        | (462  | )      |         |        | (71   | )     
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      | Changes in assets and liabilities-                |                                                           |        |       |        |         |        |       |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   | Accounts receivable and inventories                       |        |       | 1,167  |         |        |       |       |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   | Restricted cash                                           |        |       | 1,389  |         |        |       | 202    |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   | Accounts payable and accrued expenses                     |        |       | (3,185 | )       |        |       | 595    |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   | Amounts due from/to related party and third
party lessees |        |       | 2,536  |         |        |       | (2,358 | )
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   | Other                                                     |        |       | 802    |         |        |       | (1,695 | )
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Net cash flow provided by operating activities            |                                                                                      |                                                   | 8,955                                                     |        |       |        | 7,298   |       
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Cash flows from investing activities:                     |                                                                                      |                                                   |                                                           |        |       |        |         |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Cash
assumed in connection with termination of leases                                |                                                   |                                                           | 5,765  |       |        |         |       |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Investment in unconsolidated joint ventures                                          |                                                   |                                                           | (1,750 | )     |        |         | (420   | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Distributions received from unconsolidated joint ventures                            |                                                   |                                                           | 148    |       |        |         | 161    |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Improvements and additions to hotel properties, net                                  |                                                   |                                                           | (1,993 | )     |        |         | (5,218 | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Net proceeds from sale of asset                                                      |                                                   |                                                           |       |       |        |         | 12,374 |      
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Net cash flow provided by investing activities            |                                                                                      |                                                   | 2,170                                                     |        |       |        | 6,736   |       
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Cash flows from financing activities:                     |                                                                                      |                                                   |                                                           |        |       |        |         |       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Payments of dividends and distributions                                              |                                                   |                                                           |       |       |        |         | (6,791 | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Net borrowings (repayments) against credit facility                                  |                                                   |                                                           | 1,454  |       |        |         | (8,500 | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Repayment of term note payable                                                       |                                                   |                                                           | (544   | )     |        |         | (510   | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Payment of deferred financing costs                                                  |                                                   |                                                           | (445   | )     |        |         |       |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Net proceeds from issuance of common shares                                          |                                                   |                                                           | 24     |       |        |         | 55     |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Cash payment for common share purchases                                              |                                                   |                                                           | (92    | )     |        |         |       |      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Distributions to joint venture minority interest partners, net                       |                                                   |                                                           | (171   | )     |        |         | (320   | )    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Net cash flow provided by (used for) financing activities |                                                                                      |                                                   | 226                                                       |        |       |        | (15,905 | )     
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Net change in cash and cash equivalents                   |                                                                                      | $                                                 | 11,351                                                    |        |       | $      | (1,871  | )     
|                                                         
|                                                         
|                                                         
|                                                         
|Cash and cash equivalents, beginning of period            |                                                                                      |                                                   | 3,610                                                     |        |       |        | 4,175   |       
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       
|Cash and cash equivalents, end of period                  |                                                                                      | $                                                 | 14,961                                                    |        |       | $      | 2,304   |       
|                                                          |                                                                                      |                                                   |                                                           |        |       |        |         |       

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

6



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##### Table of Contents






BOYKIN LODGING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(unaudited, dollar amounts in thousands except per share data)

1.     BACKGROUND:

Boykin Lodging Company (Boykin) is a real estate investment trust
(REIT) that owns hotels throughout the United States. As of March 31, 2002,
Boykin owned interests in 33 hotels containing a total of 9,257 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 March 31, 2002, Boykin had an 85.0% 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 Subsidiary

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 Meristar Hotels and
Resorts, Inc. (Meristar) effective January 1, 2002. Subsequent to these
transactions, all but two of the 33 hotel properties Boykin owns an interest in
are operated under the TRS structure.

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 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 Meristar for two hotel properties owned by Boykin. These
hotel properties were re-leased to subsidiaries of Bellboy. A Meristar
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 Meristar
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 Meristar management agreements have
terms of five to six years, and are also cancelable by Boykin without penalty
upon 90 days notice.

7



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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 a remaining term of ten
years and Hilton has ten successive options to extend the term by five years
each. Except with respect to the three Doubletree hotels located in the state
of Washington, the agreement with Hilton may not be terminated without penalty.

As a result of the TRS transactions discussed above, the consolidated
financial statements for 2002 and going forward include the operating results
of the consolidated hotels operated by BMC, Hilton and Meristar. 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

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

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

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.

The following table sets forth the total assets and liabilities of the
unconsolidated joint ventures discussed above as of March 31, 2002 and December
31, 2001:

|               |                   |  |           |        |              |  |   |        | 
|-------------- | ----------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|               |                   |  | March 31, |        | December 31,
|               |                   |  | 2002      |        | 2001        
|               |                   |  |           |        |             
|Boykin/AEW     |                   |  |           |        |              |  |   |       
|              
|              
|              
|              
|               | Total assets      |  | $         | 60,756 |              |  | $ | 57,556 | 
|              
|              
|              
|              
|               | Total liabilities |  |           | 40,096 |              |  |   | 38,895 | 
|              
|              
|              
|              
|Boykin/Concord |                   |  |           |        |              |  |   |       
|              
|              
|              
|              
|               | Total assets      |  |           | 23,682 |              |  |   | 21,463 | 
|              
|              
|              
|              
|               | Total liabilities |  |           | 17,363 |              |  |   | 14,748 | 

8



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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 three-month period ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. 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 $1,302 and $19,541 for the three months ended March 31, 2002
and 2001, respectively. However, under the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) No. 101 Revenue Recognition
in Financial Statements, percentage lease revenue is recorded net of
deferred lease revenue of $19 and $3,304 for 2001 and 2000, respectively.
Under the provisions of SAB No. 101, 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. SAB No. 101 has no impact on Boykins interim cash flow or
year-ended results of operations.
|
| |  | Sale of 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 in the tower 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 March 31, 2002, 15 of these units
have sold, netting revenues in excess of the renovation cost of the entire
project. The cost basis of the unsold units as of March 31, 2002 of $6,750 is
reflected in the consolidated balance sheets as other assets.                                   

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

9



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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 impact of adopting SFAS No. 133 was the recognition of an unrealized
loss of $373, net of minority interest of $32, related to
Boykins interest rate cap on the $108,000 term loan, which is reflected as a one-time effect of a change in
accounting principle in Boykins statement of operations and comprehensive
loss for the three months ended March 31, 2001. The interest rate cap is
with a third party and is valued at $17 at March 31, 2002 based upon estimated
market valuations. Changes in the fair value of the interest rate cap is
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 March 31, 2002 is reflected as other comprehensive loss
of $1,998 in shareholders equity section, 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) to
unwind a portion of the interest rate cap discussed above, effective 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 was valued in a payable position of $16 at March 31,
2002 with changes in the contracts fair value recorded in the statement of
operations.

Reclassifications

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

3.     EARNINGS PER
SHARE/LIMITED PARTNERSHIP UNITS OUTSTANDING:

Boykins basic and diluted earnings per share for the three months ended
March 31, 2002 and 2001 are computed under the provisions of SFAS No. 128,
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.

A total of 2,718,256 and 1,291,114 limited partnership units were
issued and outstanding at March 31, 2002 and 2001, respectively. The weighted
average number of limited partnership units outstanding for the periods
ended March 31, 2002 and 2001 were 2,718,256 and 1,291,114,
respectively.

4.     INTERCOMPANY CONVERTIBLE NOTE:

In 1996, Boykin loaned $40,000 to the Partnership in exchange for an
intercompany convertible note. The terms of the note have been renewed to
extend the maturity date to November 2006 and, effective November 2001, amended
the interest rate to 8.05%, payable quarterly. The note may be prepaid in
full, but not in part, at any time. Boykin has the right to convert the note,
prior to maturity and in advance of any proposed prepayment by the Partnership,
into additional equity interests in the Partnership at $20 per share. The note
is secured by mortgages on certain hotel properties.

5.     CREDIT FACILITY:

During March 2002, Boykin negotiated new terms to its secured credit
facility with a group of banks which enables Boykin to borrow up to $65,000,
subject to borrowing base and loan-to-value limitations, at a rate that
fluctuates at LIBOR plus 2.25% to 4.00% (5.13% as of March 31, 2002), as
defined. Boykin is required to pay a 0.25% 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.

10



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##### Table of Contents



Outstanding borrowings against the credit facility
at March 31, 2002 and December 31, 2001 were $40,454 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, and 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 and to maintain its REIT status. Boykin was in
compliance with its covenants at March 31, 2002.

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 March 31, 2002 was $126,427. 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 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 March 31, 2002 and December 31, 2001.

In March 2002, Boykin renegotiated the terms of the $45,000 term loan
agreement that expires in October 2002, with the option of an extension to July
2003. The loan is secured by three hotel properties and bears interest at a
rate that fluctuates at LIBOR plus 2.00% to 4.00% (5.13% at
March 31, 2002), as defined. The loan agreement requires Boykin,
among other things, to maintain a minimum net worth, a coverage ratio
of EBITDA to debt service and fixed charges, and to
maintain a leverage ratio below a specified level. Boykin is required to
maintain the franchise agreement at each hotel and to maintain its REIT status.
Boykin was in compliance with its covenants at March 31, 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
and bears interest at a rate that fluctuates at LIBOR plus 2.35% (4.22% at March
31, 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 March 31, 2002 and December 31, 2001.

In March 2001, the Partnership entered into an interest rate swap, 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 March 31, 2002 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2002                |  | $ | 46,567  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 110,264 | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,402   | 
|                   
|                   
|                   
|                   
|2005                |  |   | 2,601   | 
|                   
|                   
|                   
|                   
|2006                |  |   | 2,788   | 
|                   
|                   
|                   
|                   
|2007 and thereafter |  |   | 114,805 | 
|                    |  |   |         | 
|                    |  | $ | 279,427 | 
|                    |  |   |         | 

11



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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, which was until January 1,
2002 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 March 31, 2002, $1,018 of the receivable remains
outstanding.

Also in conjunction with the TRS transaction, effective January 1, 2002,
BMC manages 15 of the properties in which Boykin owns interest. Management
fees earned by BMC during the first quarter of 2002 related to these hotels
totaled $848. As of March 31, 2002, Boykin had related party
payables to BMC of $703 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 $43 for the quarter ended
March 31, 2001.

Through March 31, 2002, Boykin paid a wholly-owned subsidiary of BMC $102
and $5, respectively, for design and project management services 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:

During
the three-month period ended March 31, 2001, there were $6,812 of
dividends and Partnership distributions which were declared but not paid as of
March 31, 2001. As of March 31, 2002, there were no dividends or Partnership
distributions that were declared but not paid.

Interest paid during the three-month periods ended March 31, 2002 and 2001
was $5,028 and $5,841, respectively. In the first quarter of 2002, Boykin
issued 98,170 of restricted common share grants valued at $829 under Boykins LongTerm Incentive
Plan.

9.     INCOME TAXES

Effective January 1, 2002, Bellboy elected to be treated as a TRS of the
Partnership and as such, is subject to federal and state income taxes. Bellboy
accounts for income taxes in accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes. As of March 31, 2002, Bellboy has a deferred
tax asset of approximately $1.8 million, prior to any valuation allowance,
related to the assumption of the retained deficit of Westboy as well as the
operating losses of Bellboy and its subsidiaries during the three month period
then ended. Boykin has recorded a 100% valuation allowance against this asset
due to the uncertainty of realization of the deferred tax asset, therefore
no provision or benefit from income taxes is reflected in the accompanying
consolidated statements of operations.

12



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##### Table of Contents



10.     PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma information for the three months ended
March 31, 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 million Partnership units to a BMC subsidiary;                                                                                                                                           
|
| |  |  | entering into the BMC management agreements;                                                                                                                                                                       
|
| |  |  | termination/assignment of Meristar leases;                                                                                                                                                                         
|
| |  |  | entering into the Meristar 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.

13



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##### Table of Contents



|                                                                                                               |         |                                                   |                                   |        |                |        | 
|-------------------------------------------------------------------------------------------------------------- | ------- | ------------------------------------------------- | --------------------------------- | ------ | -------------- | ------ | 
|                                                                                                               |         |                                                   |                                   |        | (unaudited)   
|                                                                                                               |         |                                                   |                                   |        | Pro forma     
|                                                                                                               |         |                                                   |                                   |        | March 31, 2001
|                                                                                                               |         |                                                   |                                   |        |               
|Revenues:                                                                                                      |         |                                                   |                                   |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Hotel revenues:                                   |                                   |        |                |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Room revenue                      |        | $              | 43,075 | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Food and beverage revenue         |        |                | 18,071 | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Other revenue                     |        |                | 3,380  | 
|                                                                                                               |         |                                                   |                                   |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Total hotel revenues                              |                                   |        | 64,526         |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Percentage lease revenue                          |                                   |        | 1,287          |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Interest and other income                         |                                   |        | 722            |       
|                                                                                                               |         |                                                   |                                   |       
|                                                                                                               |         |                                                   | Total revenues                    |        |                | 66,535 | 
|                                                                                                               |         |                                                   |                                   |       
|Expenses:                                                                                                      |         |                                                   |                                   |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Hotel operating expenses:                         |                                   |        |                |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Rooms                             |        |                | 10,762 | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Food and beverage                 |        |                | 12,969 | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Other                             |        |                | 1,904  | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | General and administrative        |        |                | 6,740  | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Marketing and franchise costs     |        |                | 6,473  | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Utilities and maintenance         |        |                | 6,291  | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Management fees to related party  |        |                | 971    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Management fees to third parties  |        |                | 867    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         |                                                   | Deferred incentive management fee |        |                | 958    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Property taxes, insurance and other               |                                   |        | 3,477          |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Real estate related depreciation and amortization |                                   |        | 7,028          |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Corporate general and administrative              |                                   |        | 1,438          |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Interest expense                                  |                                   |        | 5,822          |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Amortization of deferred financing costs          |                                   |        | 300            |       
|                                                                                                               |         |                                                   |                                   |       
|                                                                                                               |         |                                                   | Total expenses                    |        |                | 66,000 | 
|                                                                                                               |         |                                                   |                                   |       
|Equity loss of unconsolidated joint ventures                                                                   |         |                                                   | (318                              | )     
|                                                                                                               |         |                                                   |                                   |       
|Income before gain on sale of assets, minority interest and one-
time effect of change in accounting principle |         |                                                   | 217                               |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Gain on sale of assets                            |                                   |        | 240            |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |         | Minority interest                                 |                                   |        | (86            | )     
|                                                                                                               |         |                                                   |                                   |       
|Income before one-time effect of change in
accounting principle                                                |         | $                                                 | 371                               |       
|                                                                                                               |         |                                                   |                                   |       
|Income per share before one-time effect of change in accounting principle                                      |         |                                                   |                                   |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Basic   |                                                   | $                                 | 0.02   |               
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Diluted |                                                   | $                                 | 0.02   |               
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Weighted average shares outstanding (in thousands)                                                            
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Basic   |                                                   |                                   | 17,161 |               
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Diluted |                                                   |                                   | 17,191 |               
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Weighted average shares and units outstanding (in thousands)                                                   |         |                                                   |                                   |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Basic   |                                                   |                                   | 19,880 |               
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Diluted |                                                   |                                   | 19,909 |               

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##### Table of Contents






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 March 31, 2002, Boykin
Lodging Company had an 85.0% 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;
| | - |  | ----------------------------------------------------------------------
| |  |  | selective renovation;                                                 
| |  |  | expansion and development; and                                        
| |  |  | improved brand positioning;                                           



| |  | Focused portfolio management including acquiring upscale,
full-service commercial and resort hotels located in urban and beach
markets at a discount to their replacement cost and disposing of
non-core suburban assets;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Branding our hotels with the industrys premier upscale
franchises or by being independent of franchise affiliations in
markets that can support this; and                                                               
| 
| |  | Contracting with high-quality, experienced hotel management
companies to operate our hotels effectively by maximizing their cash
flow and value.                                                                         

FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2002

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

In spite of a challenging operating environment, we continue to see an
improvement in the RevPAR trend at our properties as we experienced a total
portfolio RevPAR decline of 16.0% for the first quarter 2002 from the
first quarter 2001 versus the fourth quarter 2001 decline of 19.7%
from the fourth quarter of 2000. Since the September 11th tragedy, our hotel
occupancy, as well as the occupancy of the hotel industry in general, has
continued to be lower on a year over year basis.

Based on our first quarter results and our current booking trends, our
outlook is for second quarter RevPAR comparison to stay negative in the range of 10% to
12% off of last year, with a full year 2002 RevPAR flat to 5% below 2001. With
these assumptions, we expect that our funds from operations (FFO) could range
between $0.45 and $0.53 per diluted share in the second quarter and $1.45 and
$1.75 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 section below.

As a result of the recent trends in the industry, our Board of Directors
suspended the fourth quarter 2001 and first quarter 2002 dividends. We do not
intend to jeopardize our REIT tax status; therefore, management will
recommend the resumption of a regular quarterly dividend when our RevPAR and cash flow
outlooks support such an action. Please refer to the Liquidity and Capital
Resources section below for further discussion regarding our dividend policy
going forward.

15



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##### Table of Contents



During the first quarter, we amended the terms of our secured credit
facility and our $45 million term-loan agreement to obtain financial covenant
relief through maturity of both arrangements. In conjunction with the
amendment, we decreased the stated commitment amount of 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 obtained the option to extend the maturity of
the $45 million term-note to be coterminous with the credit facility. Please
see Notes 5 and 6 of the Notes to Consolidated Financial Statements of Boykin
Lodging Company included in this Form 10-Q and the Liquidity and Capital
Resources section below for further discussion regarding the amended terms of our
credit facility and $45 million term-note.

Taxable REIT Subsidiary

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
Meristar Hotels and Resorts, Inc. (Meristar), and entered into management
contracts with them effective January 1, 2002. Following these transactions,
31 of our 33 hotels are operated under the TRS structure whereby the hotels are
leased to a TRS of Boykin. 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. The results of
operations of the hotels operated by BMC, Hilton and Meristar are now recorded
in our financial statements, which replace the previously recorded
percentage lease revenue from these properties.

We believe that the new TRS structure will enhance our long-term
performance, better align the interests of our operators with ours, and allow
us to benefit from expense management initiatives, which can be implemented and
monitored more closely. In addition, we believe that our flexibility has been
significantly enhanced because the new management agreements with BMC and
Meristar are terminable by us without penalty, whereas the previous percentage
leases provided for significant termination penalties even if we sold a
property.

Capital Projects

Through
March 31, 2002, we spent approximately $2.0 million for
renovations at our hotels, excluding the Pink Shell, Chicago Executive Plaza
and Meadowlands projects discussed below. This amount primarily includes
planned refurbishments and replacements at selected existing hotels. A
significant portion of this total relates to the guestroom renovation at our
Buffalo Marriott property.

We continue to work on an expansion project at the Pink Shell Beach
Resort, which would increase the resort by 39 rooms. Although we are not
obligated at this point to proceed with the project, our plan would be to
demolish 53 cottage units, or about 25% of the rooms at the resort. We would
then construct a 92-unit tower called White Sand Villas that would significantly
upgrade the character of the resort. The units in the new tower would be sold
as condominiums, with the expectation that the owners would put their unused
room nights back to the resort by contract. We anticipate that we will only
proceed with the expansion project when we have
enough pre-sales of these units to fund our construction costs and we have
secured financing.

Our approximate $20.0 million renovation of the Chicago Executive Plaza
hotel is scheduled for a September completion. Through March
31, 2002, the joint venture, which owns the property spent approximately $9.0
million towards the total renovation costs. The remaining funding will be
provided through equity contributions to the joint venture and draws on the
construction loan previously secured. During the quarter ended March 31, 2002,
we provided $1.8 million of equity funding and intend to provide an additional
$1.8 million of equity funding utilizing our available cash flow from
operations and/or credit facility.

16



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##### Table of Contents



During the first quarter, we completed a $6.0 million renovation and
reflagging of the Lyndhurst, New Jersey property to a Courtyard by
Marriott, of which $2.2 million was spent during the first quarter
and was funded through debt proceeds. The property was acquired in
2001 through the joint venture with Concord
Hospitality Enterprises.

RESULTS OF OPERATIONS

As of January 1, 2002, we are reporting the hotel operating revenues
and expenses with respect to the hotels included within the TRS transactions
discussed above, whereas in the past, we reported percentage lease revenue. As
a result, the results of operations for the quarter ended March 31, 2002 are
not directly comparable to the same period in 2001.

Quarter Ended March 31, 2002
Compared to Pro Forma 2001

Total revenues decreased 8.7% to $60.7 million for the first quarter 2002
versus the same period 2001 pro forma total of $66.5 million.
Total hotel revenues decreased 13.0% to $56.1 million from $64.5
million. Overall hotel operating revenues have been affected by the recent state
of the economy and the hotel industry. Please refer to the key operating
statistics data below.

We
recorded revenues of $3.0 million from the sales of 15
Sanibel View Villas condominium units during the quarter ended March 31, 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 totaling $2.3 million was also recorded during
the first quarter 2002.

Gross operating profit margin of the consolidated hotels under the TRS structure
for first quarter of 2002 of 25.4% remained relatively consistent with the 25.7% gross
operating profit margin for pro forma first quarter 2001. In 2002, there were no
deferred incentive management fees incurred to Hilton as the threshold on the
deferral was met in the prior year. In addition, our operating
expenses have declined as we have been able to realize
the benefits of cost containment initiatives implemented by our operators since
September 11th which have enabled us to improve our flow-through and keep our
margins relatively consistent during a period of declining revenues.

Property
taxes, insurance and other increased $0.3 million in the
first quarter of 2002 over pro forma 2001 because of the
significant increases in property and casualty insurance rates. Corporate general and
administrative costs for the first quarter of 2002 included $0.5 million of non-recurring charges.

Slightly
offsetting these increases, interest expense decreased $0.8 million due to the significant decrease in the weighted average interest rate
on our variable debt in 2002 over the same period in 2001, even though the
outstanding balance on the credit facility increased.

As
a result of the above, we recorded a net loss of $1.9 million
for the first quarter of 2002 compared to last years first quarter
pro forma break-even results.

Our
funds from operations for the quarter ended March 31, 2002 was $4.8
million compared to $7.6 million for pro forma 2001.

Quarter Ended March 31, 2002
Compared to Actual 2001

Total revenues increased to $60.7 million from $18.3 million primarily as
a result of the TRS transaction.

Lease
revenue decreased to $1.3 million versus $16.2 million for 2001 as
during the first quarter 2002, there were only two properties which were not
under the TRS structure and therefore we continued to record lease revenues
related to those properties. Hotel revenues increased to $56.2 million from
$1.4 million in the prior year as we acquired the leasehold interests in 28
properties through the TRS transaction for which we are now recording their
operating revenues. Please refer to the Quarter Ended March 31, 2002
Compared to Pro Forma 2001 section above for discussion regarding changes in
revenue from sale of condominium units and the related cost of units sold.

Similar
to total revenues, total expenses increased dramatically to $62.5
million for the first quarter 2002 versus $18.5 million for the same period in
2001. Hotel operating expenses which include hotel departmental expenses,
general and administrative, marketing and franchise costs, utilities and
maintenance and management fees increased to $41.9 million from $1.2 million in
the prior year due to the inclusion of the results of the 28 properties for
which we acquired leasehold interests in connection with the TRS transaction. Property taxes, insurance and
other expense increased $1.1 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.

17



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##### Table of Contents



Please refer
to the Quarter Ended March 31, 2002 Compared to Pro Forma 2001 section above for
discussion regarding the change in corporate general and administrative and
interest expenses versus actual first quarter 2001.

As
a result of the above, our net loss increased to $1.9 million
for the first quarter ended March 31, 2002 compared to
$0.5 million net loss in 2001.

Our
FFO for the quarter ended March 31, 2002 was $4.8 million compared to
$10.1 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 (loss) (computed in
accordance with GAAP), excluding gains (or losses) from sales of properties and
extraordinary items, plus real estate related depreciation and amortization,
and after comparable adjustments for our portion of these items related to
unconsolidated entities and joint ventures. We believe that FFO is helpful 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.

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 defined the
term in accordance with the current NAREIT definition of that interpret the
NAREIT definition differently than us. FFO does not represent cash generated
from operating activities as determined by GAAP and should not be considered as
an alternative to GAAP net income as an indication of our financial performance
or to cash flow from operating activities as determined by GAAP as a measure of
our liquidity, nor is it indicative of funds available to fund our cash needs,
including our ability to make cash distributions. FFO may include funds that
may not be available for managements discretionary use due to functional
requirements to conserve funds for capital expenditures and property
acquisitions, and other commitments and uncertainties. The following is a
reconciliation between net (loss) income before one-time effect of change in
accounting principle and FFO for the three months ended March 31, 2002 and
2001, respectively (in thousands):

|                                                                           |                                                   |   |        |       |      |   |           |       |        |   |        |       |  
|-------------------------------------------------------------------------- | ------------------------------------------------- | - | ------ | ----- | ---- | - | --------- | ----- | ------ | - | ------ | ----- | -
|                                                                           |                                                   |   |        |       |      |   | Pro forma |       | Actual
|                                                                           |                                                   |   | 2002   |       | 2001 |   | 2001     
|                                                                           |                                                   |   |        |       |      |   |          
|Net (loss) income before one-time effect of
change in accounting principle |                                                   | $ | (1,945 | )     |      | $ | 371       |       |        | $ | (92    | )     |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Real estate related depreciation and
amortization |   |        | 7,018 |      |   |           | 7,028 |        |   |        | 7,028 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Deferred rent                                     |   |        | 19    |      |   |           | 232   |        |   |        | 3,304 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Gain on sale of assets                            |   |        |      |      |   |           | (240  | )      |   |        | (240  | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Minority interest                                 |   |        | (462  | )    |   |           | 86    |        |   |        | (71   | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Equity in loss of unconsolidated joint ventures   |   |        | 636   |      |   |           | 318   |        |   |        | 174   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | FFO applicable to joint venture minority interest |   |        | (438  | )    |   |           | (157  | )      |   |        | (14   | )
|                                                                           |                                                   |   |        |       |      |   |           |       |        |   |        |      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Funds from operations                                                      |                                                   | $ | 4,828  |       |      |   | $7,638    |       |        | $ | 10,089 |      
|                                                                           |                                                   |   |        |       |      |   |           |       |        |   |        |      

18



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##### Table of Contents



The following table illustrates key operating statistics of our portfolio
for the three months ended March 31, 2002 and 2001:

|                                  |                    |  |                              |        |      |  |   |        |  
|--------------------------------- | ------------------ |  | ---------------------------- | ------ | ---- |  | - | ------ | -
|                                  |                    |  | Three Months Ended March 31,
|                                  |                    |  |                             
|                                  |                    |  | 2002                         |        | 2001
|                                  |                    |  |                              |        |     
|All Hotels (33 hotels) (a)        |                    |  |                              |        |      |  |   |       
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues     |  | $                            | 62,618 |      |  | $ | 73,338 |  
|                                 
|                                 
|                                 
|                                 
|                                  | RevPAR             |  | $                            | 50.21  |      |  | $ | 59.78  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                              | 54.9   | %    |  |   | 62.1   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                            | 91.44  |      |  | $ | 96.24  |  
|                                 
|                                 
|                                 
|                                 
|Comparable Hotels (32 hotels) (b)
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues     |  | $                            | 62,017 |      |  | $ | 71,986 |  
|                                 
|                                 
|                                 
|                                 
|                                  | RevPAR             |  | $                            | 50.78  |      |  | $ | 59.87  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                              | 55.6   | %    |  |   | 62.2   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                            | 91.27  |      |  | $ | 96.26  |  



---

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

19



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##### Table of Contents



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 March 31, 2002, we had $15.0 million of unrestricted cash and cash
equivalents, $8.0 million of restricted cash for the payment of capital
expenditures, real estate taxes and insurance, and we had outstanding
borrowings totaling $40.5 million and $279.4 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 obtained the right to 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 expect
that our interest expense under these amended facilities will increase by
approximately $0.2 to $0.3 million per quarter and that our quarterly
amortization expense related to deferred financing costs will increase by
approximately $0.2 million per quarter.

The terms of the amendment to our credit facility contain more restrictive
provisions than before relative to, among other things, 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, Meadowlands 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. The terms of the amendments also provide that these
restrictions may cease once our financial covenant tests are back in line with
the thresholds provided for in the original credit facility agreements. Based
upon our current RevPAR and cash flow expectations, we expect to be in
compliance with our covenants under the amended facilities throughout
2002. However, there can be no assurance that actual results will not differ materially from our
expectations.

We may seek to negotiate additional credit facilities, replacement credit
facilities, or issue other debt instruments. Any debt incurred or issued by us
may be secured or unsecured, long-term, medium-term or short-term, bear
interest at a fixed or variable rate, and be subject to such other terms as
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 need to maintain liquidity in the current hotel operating
environment, we have suspended both the fourth quarter 2001 and first quarter
2002 dividends. At this time, based on our current RevPAR and cash flow
expectations, we anticipate that we will reinstate our dividend for the third
quarter of 2002, payable during the fourth quarter, but at a level
significantly lower than historical levels. We hope to be in a position to
distribute approximately 40% to 50% of our annualized FFO per share going
forward, or approximately $0.18 per share for the third-quarter payment based
on the low end of our current FFO guidance. Our priorities are to conserve
cash and maintain our leverage to allow us to take advantage of opportunities
in the marketplace.

In 2002, we expect to spend approximately $13.0 million in renovations at
our hotels, excluding the Pink Shell and Chicago Executive Plaza projects
discussed below. This amount primarily includes planned

20



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##### Table of Contents



refurbishments and
replacements at selected existing hotels. We expect to use cash available from
operations and restricted capital expenditure reserves, as well as borrowings
under our line or credit to fund our 2002 renovations.

We continue to work on an expansion project at the Pink Shell Beach
Resort, which would increase the resort by 39 rooms. Although we are not
obligated at this point to proceed with the project, our plan would be to
demolish 53 cottage units, or about 25% of the rooms at the resort. We would
then construct a 92-unit tower called White Sand Villas that would
significantly upgrade the character of the resort. The units in the new tower
would be sold as condominiums, with the expectation that the owners would put
their unused room nights back to the resort by contract. We anticipate that we
will only proceed with the expansion project when we
have enough pre-sales of these units to fund our construction costs and we have
secured financing.

Our
approximate $20.0 million renovation of the Chicago Executive Plaza
hotel is scheduled to be completed in the third quarter of 2002. Through March
31, 2002, the joint venture which owns the property spent approximately $9.0
million towards the total renovation costs. The remaining funding will be
provided through equity contributions to the joint venture and draws on the
construction loan previously secured. During the quarter ended March 31, 2002,
we provided $1.8 million of equity funding and intend to provide an additional
$1.8 million of equity funding utilizing our available cash flow from
operations and/or credit facility.

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

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 maintain higher occupancy rates during the second and third
quarters. The four hotels located in Florida experience 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.

21



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##### Table of Contents






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 $21 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 no more than 7.32%. Approximately 65% and 66% of
our outstanding debt at March 31, 2002 and December 31,
2001, respectively, is fixed-rate in
nature. The weighted average interest rate of our variable rate debt was 4.4%
for the quarter ended March 31, 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 March 31, 2002.




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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##### Table of Contents






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                                                                                                                                                                                                                                                               
|                       
|                       
|                       
|                       
|                        | 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                                                                                                                                                    
|                       
|                       
|                       
|                       
|                        | 99.1(d)  |  | Master
Contribution Agreement dated as of December 31, 2001, by and among
Boykin Management Company Limited Liability Company, JABO LLC,
Boykin Lodging Company and Boykin Hotel Properties, L.P.                                                                                 
|                       
|                       
|                       
|                       
|                        | 99.2(d)  |  | Form
of Hotel Management Agreement                                                                                                                                                                                                                                                
|                       
|                       
|                       
|                       
|                        | 99.3(d)  |  | Registration
Rights Agreement dated as of December 31, 2001 by and between Boykin
Lodging Company and JABO LLC                                                                                                                                                                    
|                       
|                       
|                       
|                       
|                        | 99.4(d)  |  | Second
Amendment to Second Amended and Restated Agreement of Limited
Partnership of Boykin Hotel Properties, L.P. dated as of January 1,
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.                                                                                                                  
|                       
|                       
|                       
|                       
|(b) Reports on Form 8-K
|                       
|                       
|                       
|                       
|                        |          |  | During the quarter ended March 31, 2002, Boykin filed one Current
Report on Form 8-K. The January 14, 2002 report discussed the
acquisition of leasehold interests in 28 properties from Boykin
Management Company Limited Liability Company and Meristar
Hotels and Resorts, Inc.

23



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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.

|             |  |                                                                                                                  |  | 
|------------ |  | ---------------------------------------------------------------------------------------------------------------- |  | 
|             |  | /s/ Robert W. Boykin                                                                                             |  | 
|             |  |                                                                                                                  |  | 
|May 15, 2002 |  | Robert W. Boykin
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)                 |  | 
|            
|
|             |  | /s/ Shereen P. Jones                                                                                             |  | 
|             |  |                                                                                                                  |  | 
|May 15, 2002 |  | Shereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer
(Principal Accounting Officer) |  | 

24



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##### Table of Contents






EXHIBIT INDEX

|         |  |                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 (a)  |  | Amended and Restated Articles of Incorporation, as amended                                                                                                                                       
|        
|        
|        
|        
|3.2 (b)  |  | Code of Regulations                                                                                                                                                                              
|        
|        
|        
|        
|4.1 (b)  |  | Specimen Share Certificate                                                                                                                                                                       
|        
|        
|        
|        
|4.2 (a)  |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                                                                                           
|        
|        
|        
|        
|4.3 (c)  |  | Shareholder
Rights Agreement, dated as of May 25, 1999 between Boykin Lodging Company and National City Bank, as rights agent                                                                    
|        
|        
|        
|        
|4.3a (d) |  | Amendment to
Shareholder Rights Agreement dated as of December 31, 2001,
between Boykin Lodging Company and National City Bank                                                                   
|        
|        
|        
|        
|99.1(d)  |  | Master
Contribution Agreement dated as of December 31, 2001, by and among
Boykin Management Company Limited Liability Company, JABO LLC,
Boykin Lodging Company and Boykin Hotel Properties, L.P.
|        
|        
|        
|        
|99.2(d)  |  | Form
of Hotel Management Agreement                                                                                                                                                               
|        
|        
|        
|        
|99.3(d)  |  | Registration
Rights Agreement dated as of December 31, 2001 by and between Boykin
Lodging Company and JABO LLC                                                                                   
|        
|        
|        
|        
|99.4(d)  |  | Second
Amendment to Second Amended and Restated Agreement of Limited
Partnership of Boykin Hotel Properties, L.P. dated as of January 1,
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.                                                                                                                  

25