##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-11975
 Boykin Lodging Company
  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)
  
   þ o
  o þ o
  o þ




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS
  
 Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 (unaudited)
    
    
    4Consolidated Statement of Shareholders Equity for the Three Months Ended March 31, 2006 (unaudited)
    
    
    5Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (unaudited)
    
    
    6Notes to Consolidated Financial Statements March 31, 2006 (unaudited)
    
    
    7EX-31.1 CERTIFICATIONEX-31.2 CERTIFICATIONEX-32.1 CERTIFICATIONEX-32.2 CERTIFICATION




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BOYKIN LODGING COMPANY
 
 CONSOLIDATED BALANCE SHEETS
 AS OF MARCH 31, 2006 AND DECEMBER 31, 2005
 (dollar amounts in thousands)
 (Unaudited)March 31,
    
    
    December 31,2006
    
    
    2005ASSETSInvestment in hotel properties
    
    $
    536,420
    
    
    $
    512,703Accumulated depreciation
    
    
    (143,017
    )
    
    
    (137,586
    )Investment in hotel properties, net
    
    
    393,403
    
    
    
    375,117Cash and cash equivalents
    
    
    25,217
    
    
    
    16,290Restricted cash
    
    
    7,280
    
    
    
    31,699Accounts receivable, net of allowance for doubtful accounts of $307
and $356 as of March 31, 2006 and December 31, 2005, respectively
    
    
    9,852
    
    
    
    7,307Inventories
    
    
    1,217
    
    
    
    1,297Deferred financing costs and other, net
    
    
    1,765
    
    
    
    1,946Investment in unconsolidated joint ventures
    
    
    1,213
    
    
    
    1,410Other assets
    
    
    17,469
    
    
    
    12,739$
    457,416
    
    
    $
    447,805LIABILITIES AND SHAREHOLDERS EQUITYBorrowings against credit facility
    
    $
    37,000
    
    
    $
    40,000Term notes payable
    
    
    105,292
    
    
    
    98,529Accounts payable and accrued expenses
    
    
    43,907
    
    
    
    37,670Accounts payable to related party
    
    
    1,557
    
    
    
    1,145Dividends/distributions payable
    
    
    1,188
    
    
    
    1,188Minority interest in joint ventures
    
    
    2,529
    
    
    
    777Minority interest in operating partnership
    
    
    13,453
    
    
    
    13,946SHAREHOLDERS EQUITY:Preferred shares, without par value; 10,000,000 shares authorized;
181,000 shares issued and outstanding as of March 31, 2006 and
December 31, 2005 (liquidation preference of $45,250)
    
    
    
    
    
    
    Common shares, without par value; 40,000,000 shares authorized;
17,687,567 and 17,594,081 shares outstanding as of March 31,
2006 and December 31, 2005, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    361,068
    
    
    
    361,309Distributions and losses in excess of income
    
    
    (106,301
    )
    
    
    (104,261
    )Unearned compensation  restricted shares
    
    
    (2,277
    )
    
    
    (2,498
    )Total shareholders equity
    
    
    252,490
    
    
    
    254,550$
    457,416
    
    
    $
    447,805
  3




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BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 2006 and 2005
 (unaudited, amounts in thousands except for per share data)
 Three Months EndedMarch 31,2006
    
    
    2005Revenues:Hotel revenuesRooms
    
    $
    34,685
    
    
    $
    32,856Food and beverage
    
    
    15,201
    
    
    
    14,158Other
    
    
    2,129
    
    
    
    6,249Total hotel revenues
    
    
    52,015
    
    
    
    53,263Other operating revenue
    
    
    33
    
    
    
    83Revenues from condominium development and unit sales
    
    
    1,006
    
    
    
    Total revenues
    
    
    53,054
    
    
    
    53,346Expenses:Hotel operating expensesRooms
    
    
    8,253
    
    
    
    7,660Food and beverage
    
    
    10,187
    
    
    
    9,724Other direct
    
    
    1,424
    
    
    
    1,424Indirect
    
    
    16,268
    
    
    
    15,420Management fees to related party
    
    
    1,748
    
    
    
    1,681Total hotel operating expenses
    
    
    37,880
    
    
    
    35,909Property taxes, insurance and other
    
    
    4,770
    
    
    
    4,484Cost of condominium development and unit sales
    
    
    908
    
    
    
    Real estate related depreciation and amortization
    
    
    5,437
    
    
    
    5,675Corporate general and administrative
    
    
    3,092
    
    
    
    2,263Total operating expenses
    
    
    52,087
    
    
    
    48,331Operating income
    
    
    967
    
    
    
    5,015Interest income
    
    
    504
    
    
    
    12Other income
    
    
    16
    
    
    
    Interest expense
    
    
    (2,893
    )
    
    
    (3,183
    )Amortization of deferred financing costs
    
    
    (466
    )
    
    
    (353
    )Minority interest in earnings of joint ventures
    
    
    (15
    )
    
    
    Minority interest in (income) loss of operating partnership
    
    
    493
    
    
    
    (2,598
    )Equity in income of unconsolidated joint ventures including gain on sale
    
    
    3
    
    
    
    11,066Income (loss) before gain on sale/disposal of assets and discontinued operations
    
    
    (1,391
    )
    
    
    9,959Gain on sale/disposal of assets
    
    
    539
    
    
    
    6,876Income (loss) before discontinued operations
    
    
    (852
    )
    
    
    16,835Discontinued operations, net of operating partnership minority interest
income of $165 for
the three months ended March 31, 2005
    
    
    
    
    
    
    (943
    )Net income (loss)
    
    $
    (852
    )
    
    $
    15,892Preferred dividends
    
    
    (1,188
    )
    
    
    (1,188
    )Net income (loss) attributable to common shareholders
    
    $
    (2,040
    )
    
    $
    14,704Net income (loss) attributable to common shareholders before discontinued
operations per shareBasic
    
    $
    (0.12
    )
    
    $
    0.89Diluted
    
    $
    (0.12
    )
    
    $
    0.89Discontinued operations per shareBasic
    
    $
    0.00
    
    
    $
    (0.05
    )Diluted
    
    $
    0.00
    
    
    $
    (0.05
    )Net income (loss) attributable to common shareholders per share (a)Basic
    
    $
    (0.12
    )
    
    $
    0.84Diluted
    
    $
    (0.12
    )
    
    $
    0.83Weighted average number of common shares outstandingBasic
    
    
    17,688
    
    
    
    17,534Diluted
    
    
    17,956
    
    
    
    17,650
 
 (a) Per share amounts may not add due to rounding.
  4




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BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 FOR THE THREE MONTHS ENDED MARCH 31, 2006
 (unaudited, dollar amounts in thousands except for per share data)
 DistributionsAdditional
    
    
    and LossesPreferred
    
    
    Common
    
    
    Paid-In
    
    
    In Excess of
    
    
    UnearnedShares
    
    
    Shares
    
    
    Capital
    
    
    Income
    
    
    Compensation
    
    
    TotalBalance at December 31, 2005
    
    
    181,000
    
    
    
    17,594,081
    
    
    $
    361,309
    
    
    $
    (104,261
    )
    
    $
    (2,498
    )
    
    $
    254,550Vesting of restricted common share
grants
    
    
    
    
    
    
    113,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common share purchases for treasury
    
    
    
    
    
    
    (19,841
    )
    
    
    (241
    )
    
    
    
    
    
    
    
    
    
    
    (241
    )Dividends declared

 $6.5625 per Class A preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,188
    )
    
    
    
    
    
    
    (1,188
    )Amortization of unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    221Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (852
    )
    
    
    
    
    
    
    (852
    )Balance at March 31, 2006
    
    
    181,000
    
    
    
    17,687,567
    
    
    $
    361,068
    
    
    $
    (106,301
    )
    
    $
    (2,277
    )
    
    $
    252,490
  5




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BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
 (unaudited, amounts in thousands)
 2006
    
    
    2005Cash flows from operating activities:Net income (loss)
    
    $
    (852
    )
    
    $
    15,892Adjustments to reconcile net income (loss) to net cash
flow provided
by operating activities -Gain on sale/disposal of assets
    
    
    (539
    )
    
    
    (6,876
    )Depreciation and amortization
    
    
    5,903
    
    
    
    6,435Charges related to equity based compensation
    
    
    221
    
    
    
    241Equity in income of unconsolidated joint ventures
including gain on sale
    
    
    (3
    )
    
    
    (11,066
    )Deferred lease revenue
    
    
    
    
    
    
    205Minority interests
    
    
    (478
    )
    
    
    2,455Changes in assets and liabilities -Accounts receivable and inventories
    
    
    (2,465
    )
    
    
    (4,951
    )Accounts payable and accrued expenses
    
    
    6,649
    
    
    
    792Amounts due to/from lessees
    
    
    (3
    )
    
    
    (201
    )Other
    
    
    (4,861
    )
    
    
    (2,456
    )Net cash flow provided by operating activities
    
    
    3,572
    
    
    
    470Cash flows from investing activities:Distributions received from unconsolidated joint ventures
    
    
    200
    
    
    
    23,332Changes in restricted cash
    
    
    24,419
    
    
    
    2,435Improvements and additions to hotel properties, net
    
    
    (23,717
    )
    
    
    (2,466
    )Net proceeds from sale of assets
    
    
    539
    
    
    
    6,965Net cash flow provided by investing activities
    
    
    1,441
    
    
    
    30,266Cash flows from financing activities:Payments of dividends and distributions
    
    
    (1,188
    )
    
    
    (1,188
    )Net repayments against credit facility
    
    
    (3,000
    )
    
    
    (6,446
    )Term note borrowings
    
    
    7,800
    
    
    
    Repayment of term notes
    
    
    (1,037
    )
    
    
    (970
    )Payment of deferred financing costs
    
    
    (157
    )
    
    
    (30
    )Cash payment for common share purchases
    
    
    (241
    )
    
    
    (142
    )Contributions from (distributions to) to joint venture
minority interest partners, net
    
    
    1,737
    
    
    
    (65
    )Net cash flow provided by (used in) financing activities
    
    
    3,914
    
    
    
    (8,841
    )Net change in cash and cash equivalents
    
    $
    8,927
    
    
    $
    21,895Cash and cash equivalents, beginning of period
    
    
    16,290
    
    
    
    13,521Cash and cash equivalents, end of period
    
    $
    25,217
    
    
    $
    35,416
  6




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BOYKIN LODGING COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2006
 (unaudited, dollar amounts in thousands except per share data)
 1. BACKGROUND:
  Formation
   Consolidated Joint Ventures
   Unconsolidated Joint Ventures
     7




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Boykin/AEW
    
    
    Boykin/ConcordMarch 31,
    
    
    December 31,
    
    
    March 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Total assets
    
    $
    1,786
    
    
    $
    2,828
    
    
    $
    20,169
    
    
    $
    20,499Accrued expenses
    
    
    871
    
    
    
    1,934
    
    
    
    747
    
    
    
    578Outstanding debt
    
    
    
    
    
    
    
    
    
    
    17,991
    
    
    
    18,078Total liabilities
    
    
    871
    
    
    
    1,934
    
    
    
    18,738
    
    
    
    18,656Minority interest
    
    
    230
    
    
    
    224
    
    
    
    
    
    
    
    Equity
    
    
    685
    
    
    
    670
    
    
    
    1,431
    
    
    
    1,843Investment in
unconsolidated
joint venture
    
    $
    498
    
    
    $
    488
    
    
    $
    715
    
    
    $
    922Boykin/AEW
    
    
    Boykin/ConcordThree Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues
    
    $
    
    
    
    $
    2,003
    
    
    $
    1,892
    
    
    $
    1,688Hotel operating expenses
    
    
    2
    
    
    
    (2,033
    )
    
    
    (1,260
    )
    
    
    (1,081
    )Management fees to related party
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    Real estate related depreciation
    
    
    
    
    
    
    (772
    )
    
    
    (284
    )
    
    
    (280
    )Property taxes, insurance and other
    
    
    11
    
    
    
    (368
    )
    
    
    (83
    )
    
    
    (79
    )Operating income (loss)
    
    
    13
    
    
    
    (1,230
    )
    
    
    265
    
    
    
    248Interest and other income
    
    
    7
    
    
    
    24
    
    
    
    4
    
    
    
    1Amortization
    
    
    
    
    
    
    (133
    )
    
    
    (11
    )
    
    
    (11
    )Interest expense
    
    
    
    
    
    
    (512
    )
    
    
    (270
    )
    
    
    (275
    )Gain on sale/disposal of assets
    
    
    
    
    
    
    29,312
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )Net income (loss) before minority interest
    
    
    20
    
    
    
    27,461
    
    
    
    (12
    )
    
    
    (62
    )Boykins share of net income (loss)
    
    
    9
    
    
    
    12,044
    
    
    
    (6
    )
    
    
    (31
    )Reduction of additional basis in Boykin Chicago, L.L.C
    
    
    
    
    
    
    (947
    )
    
    
    
    
    
    
    9
    
    
    
    11,097
    
    
    
    (6
    )
    
    
    (31
    )
 Taxable REIT Subsidiaries
    8




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Hotel Managers
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Basis of Presentation
   Condominium Units
   Investment in Hotel Properties
   Insurance Recoveries
  9




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Deferred Compensation Plans
  Stock-based Compensation
  10




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3. EARNINGS PER SHARE:
  Three Months EndedMarch 31,2006
    
    2005Basic
    
    
    17,687,567
    
    
    
    17,534,081Effect of dilutive securities:Common stock options
    
    
    173,043
    
    
    
    67,433Restricted share grants
    
    
    95,610
    
    
    
    48,557Diluted
    
    
    17,956,220
    
    
    
    17,650,071
 4. PARTNERSHIP UNITS/MINORITY INTERESTS:
   5. DISCONTINUED OPERATIONS:
    Three Months EndedMarch 31,2005Lease revenue
    
    $
    354Hotel revenues
    
    
    1,986Hotel operating expenses
    
    
    (2,761
    )Management fees to related party
    
    
    (48
    )Management fees  other
    
    
    (9
    )Property taxes, insurance and other
    
    
    (194
    )Other expenses
    
    
    (9
    )Interest income
    
    
    2Real estate related depreciation and amortization
    
    
    (407
    )Minority interest in earnings of joint ventures
    
    
    (22
    )Loss from discontinued operations
    
    $
    (1,108
    )
 11




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6. CREDIT FACILITY:
   7. TERM NOTES PAYABLE:
      2006
    
    $
    3,1292007
    
    
    4,4482008
    
    
    12,5882009
    
    
    5,1342010
    
    
    5,5052011 and thereafter
    
    
    74,488$
    105,292
 8. RELATED PARTY TRANSACTIONS:
  12




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9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:
    10. INCOME TAXES:
    13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 OVERVIEW
   FORWARD LOOKING STATEMENTS
  
    
    Leasing, management or performance of the hotels;
    
    Our plans for expansion, conversion or renovation of the hotels;
    
    Adequacy of reserves for renovation and refurbishment;
    
    Our financing plans;
    
    Our continued qualification as a REIT under applicable tax laws;
    
    Our policies and activities regarding investments, acquisitions, dispositions,
financings, conflicts of interest and other matters;
    
    National and international economic, political or market conditions; and
    
    Trends affecting us or any hotels financial condition or results of operations.
    FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2006
   14




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CRITICAL ACCOUNTING POLICIES
 Investment in Hotel Properties
   Revenue recognition
 Hotel Condominium Revenues-
   15




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Insurance Recoveries 
    FINANCIAL CONDITION
 March 31, 2006 Compared to December 31, 2005
   RESULTS OF OPERATIONS
 Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005
    16




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Non-GAAP Financial Measures
   FFO
  17




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Three Months EndedMarch 31,2006
    
    
    2005Net income (loss)
    
    $
    (852
    )
    
    $
    15,892Minority interest
    
    
    (478
    )
    
    
    2,455Gain on sale/disposal of assets
    
    
    (539
    )
    
    
    (6,876
    )Real estate related depreciation and amortization
    
    
    5,437
    
    
    
    5,675Real estate related depreciation and amortization
included in discontinued operations
    
    
    
    
    
    
    407Equity in income of unconsolidated joint ventures
including gain on sale
    
    
    (3
    )
    
    
    (11,066
    )FFO adjustment related to joint ventures
    
    
    118
    
    
    
    (394
    )Preferred dividends declared
    
    
    (1,188
    )
    
    
    (1,188
    )Funds from operations after preferred dividends
    
    $
    2,495
    
    
    $
    4,905Less: Funds from operations related to minority interest
    
    
    332
    
    
    
    658Funds from operations attributable to common shareholders
    
    $
    2,163
    
    
    $
    4,247
 EBITDA
   Three Months EndedMarch 31,2006
    
    
    2005Operating income
    
    $
    967
    
    
    $
    5,015Interest income
    
    
    504
    
    
    
    12Other income
    
    
    16
    
    
    
    Real estate related depreciation and amortization
    
    
    5,437
    
    
    
    5,675EBITDA attributable to discontinued operations
    
    
    
    
    
    
    (679
    )Companys share of EBITDA of unconsolidated joint
ventures
    
    
    286
    
    
    
    77EBITDA applicable to joint venture minority interest
    
    
    (88
    )
    
    
    (32
    )EBITDA
    
    $
    7,122
    
    
    $
    10,068
 18




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Key Hotel Operating Statistics
  Three Months EndedMarch 31,2006
    
    2005All Hotels (18 hotels) (a) (b)Hotel revenues (in thousands)
    
    
    
    
    
    $
    53,350
    
    
    $
    52,228RevPAR
    
    
    
    
    
    $
    72.00
    
    
    $
    68.88Occupancy
    
    
    
    
    
    
    65.5
    %
    
    
    64.0
    %Average daily rate
    
    
    
    
    
    $
    109.89
    
    
    $
    107.62Comparable Hotels (17 hotels) (b) (c)Hotel revenues (in thousands)
    
    
    
    
    
    $
    51,458
    
    
    $
    50,540RevPAR
    
    
    
    
    
    $
    71.65
    
    
    $
    68.82Occupancy
    
    
    
    
    
    
    65.3
    %
    
    
    63.9
    %Average daily rate
    
    
    
    
    
    $
    109.72
    
    
    $
    107.69
 
 (a)
    
    Includes all hotels owned or partially owned by Boykin for all periods presented, excluding
properties not operating due to damage caused by hurricanes.(b)
    
    Results calculated including 35 lock-out rooms at the Radisson Suite Beach Resort on Marco
Island.(c)
    
    Includes consolidated hotels owned or partially owned by Boykin and operated under the TRS
structure for all periods presented, excluding properties not operating due to damage caused
by hurricanes.  19




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LIQUIDITY AND CAPITAL RESOURCES:
  
    
    Competition for guests from other hotels;
    
    Adverse effects of general and local economic conditions;
    
    Dependence on demand from business and leisure travelers, which may be seasonal and
which may be adversely impacted by health and safety-related concerns;
    
    Increases in energy costs, airline fares, and other expenses related to travel, which may deter traveling;
    
    Impact of the financial difficulties of the airline industry;
    
    Increases in operating costs related to inflation and other factors, including wages, benefits, insurance and energy;
    
    Weather-related issues;
    
    Increases in supply of rooms as a result of the construction of new hotels; and
    
    Actual or threatened acts of terrorism and actions taken against terrorists that causes public concern about travel safety.
  
    
    Competition from other condominium projects;
    
    Construction delays;
    
    Reliance on contractors and subcontractors;
    
    Construction cost overruns;
    
    Market pressures surrounding pricing of condominium units and their effect on
condominium purchasers willingness to close on the sales; and
    
    The ability of the condominium purchasers to secure financing.
      20




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##### Table of Contents



Capital Projects
   Off Balance Sheet Arrangements
  Cash Flows
  INFLATION
   SEASONALITY
  21




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##### Table of Contents



COMPETITION AND OTHER ECONOMIC FACTORS
    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
     1 4
  ITEM 4. CONTROLS AND PROCEDURES
   22




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##### Table of Contents



PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  Boykin Hotel Properties, L.P. vs. Liberty Mutual Fire
Insurance Company
  ITEM 1A. RISK FACTORS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number of
    
    
    Maximum Number (orShares (or Units)
    
    
    Approximate Dollar Value) ofTotal Number of
    
    
    Average
    
    
    Purchased as Part of
    
    
    Shares (or Units) that MayShares (or Units)
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    Yet Be Purchased UnderPeriod
    
    Purchased
    
    
    per Share (or Unit)
    
    
    Plans or Programs
    
    
    the Plans or ProgramsJanuary 1, 2006  January 31, 2006
    
    
    19,841
    
    
    $
    12.145
    
    
    
    
    
    
    
    February 1, 2006  February 28, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1, 2006  March 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    19,841
    
    
    $
    12.145
    
    
    
    
    
    
    
    
    ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
  23




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##### Table of Contents



ITEM 6. EXHIBITS
 3.1
    
    
    (a)
    
    Amended and Restated Articles of Incorporation, as amended3.2
    
    
    (b)
    
    Code of Regulations3.3
    
    
    (c)
    
    Amendment to the Companys Articles of Incorporation for the 10-1/2% Class A
Cumulative Preferred shares, Series 2002-A4.1
    
    
    (b)
    
    Specimen Share Certificate4.2
    
    
    (a)
    
    Dividend Reinvestment and Optional Share Purchase Plan4.3
    
    
    (d)
    
    Shareholder Rights Agreement, dated as of May 25, 1999, between
Boykin Lodging Company and National City Bank, as rights agent4.3a
    
    
    (e)
    
    Amendment to Shareholder Rights Agreement dated as of December
31, 2001, between Boykin Lodging Company and National City Bank4.4
    
    
    (c)
    
    Form of Preferred Share Certificate4.5
    
    
    (c)
    
    Form of Depositary Receipt31.1
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002(a)
    
    Incorporated by reference from Boykins Form 10-Q for the quarter ended June
30, 1999.(b)
    
    Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No. 333-6341)
(the Form S-11) filed on October 24, 1996. Each of the above exhibits has
the same exhibit number in the Form S-11.(c)
    
    Incorporated by reference from Boykins Registration
Statement on Form 8-A filed on October 3, 2002.(d)
    
    Incorporated by reference as Exhibit 1 from Boykins
Registration Statement on Form 8-A filed on June 10, 1999.(e)
    
    Incorporated by reference from Boykins Form 8-K filed on January 14, 2002.
 24




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##### Table of Contents



SIGNATURES
  May 5, 2006
    /s/ Robert W. BoykinRobert W. BoykinChairman of the Board and Chief Executive Officer
(Principal Executive Officer)May 5, 2006
    /s/ Shereen P. JonesShereen P. JonesExecutive Vice President, Chief Financial and Investment Officer
(Principal Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    
    (a)
    
    Amended and Restated Articles of Incorporation, as amended3.2
    
    
    (b)
    
    Code of Regulations3.3
    
    
    (c)
    
    Amendment to the Companys Articles of Incorporation for the 10-1/2% Class A
Cumulative Preferred shares, Series 2002-A4.1
    
    
    (b)
    
    Specimen Share Certificate4.2
    
    
    (a)
    
    Dividend Reinvestment and Optional Share Purchase Plan4.3
    
    
    (d)
    
    Shareholder Rights Agreement, dated as of May 25, 1999, between
Boykin Lodging Company and National City Bank, as rights agent4.3a
    
    
    (e)
    
    Amendment to Shareholder Rights Agreement dated as of December
31, 2001, between Boykin Lodging Company and National City Bank4.4
    
    
    (c)
    
    Form of Preferred Share Certificate4.5
    
    
    (c)
    
    Form of Depositary Receipt31.1
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002(a)
    
    Incorporated by reference from Boykins Form 10-Q for the quarter ended June
30, 1999.(b)
    
    Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No. 333-6341)
(the Form S-11) filed on October 24, 1996. Each of the above exhibits has
the same exhibit number in the Form S-11.(c)
    
    Incorporated by reference from Boykins Registration
Statement on Form 8-A filed on October 3, 2002.(d)
    
    Incorporated by reference as Exhibit 1 from Boykins
Registration Statement on Form 8-A filed on June 10, 1999.(e)
    
    Incorporated by reference from Boykins Form 8-K filed on January 14, 2002.