TABLE OF CONTENTS




|                                                                                              |                                                                |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  |  | 
|FORM 10-Q                                                                                    
|PART I                                                                                       
|                                                                                              | ITEM 1. FINANCIAL STATEMENTS                                  
|CONSOLIDATED BALANCE SHEETS                                                                  
|CONSOLIDATED STATEMENTS OF INCOME                                                            
|CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY                                               
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                        
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                                                                              | 1. BACKGROUND:                                                
|                                                                                              | 2. NET INCOME PER SHARE/PARTNERSHIP UNITS OUTSTANDING:        
|                                                                                              | 3. INTERCOMPANY CONVERTIBLE NOTE:                             
|                                                                                              | 4. CREDIT FACILITY:                                           
|                                                                                              | 5. TERM NOTES PAYABLE:                                        
|                                                                                              | 6. PERCENTAGE LEASE AGREEMENTS:                               
|                                                                                              | 7. RELATED PARTY TRANSACTIONS:                                
|                                                                                              | 8. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:         
|                                                                                              | 9. NEW ACCOUNTING PRONOUNCEMENTS:                             
|                                                                                              | 10. SALE OF ASSET                                             
|CONSOLIDATED BALANCE SHEETS                                                                  
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                        
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                        
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                                                                              | 1. DESCRIPTION OF BUSINESS:                                   
|                                                                                              | 2. ORGANIZATION:                                              
|                                                                                              | 3. BASIS OF PRESENTATION:                                     
|                                                                                              | 4. PERCENTAGE LEASE AGREEMENTS:                               
|                                                                                              | 5. RELATED PARTY TRANSACTIONS:                                
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
|                                                                                              | BACKGROUND AND BUSINESS STRATEGIES                            
|                                                                                              | BOYKINS FORMATION AND RECENT EVENTS                          
|                                                                                              | FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2001
|                                                                                              | RESULTS OF OPERATIONS                                         
|                                                                                              | BMC                                                           
|                                                                                              | LIQUIDITY AND CAPITAL RESOURCES                               
|                                                                                              | INFLATION                                                     
|                                                                                              | SEASONALITY                                                   
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II                                                                                      
|ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.                    
|FORWARD LOOKING STATEMENTS                                                                   
|SIGNATURES                                                                                   
|EXHIBIT INDEX                                                                                



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##### 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, 2001 |  | Commission file number 001-11975

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

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

|                                                    
|----------------------------------------------------
|(216) 430-1200                                      
|                                                    
|(Registrants telephone number, including area code)

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

The number of common shares, without par value, outstanding as of May 11, 2001: 17,170,212





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##### Table of Contents






PART I




ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS



|                                                                     |                                                                                                      | 
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | 
|BOYKIN LODGING COMPANY:                                              |                                                                                                      | 
|                                                                     | Consolidated Balance Sheets as of March 31, 2001 (unaudited)
and December 31, 2000                   | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Consolidated Statements of Income for the Three Months
Ended March 31, 2001 and 2000 (unaudited)     | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Consolidated Statement of
Shareholders Equity for the Three Months
Ended March 31, 2001 (unaudited) | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2000 (unaudited) | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Notes to Consolidated Financial Statements                                                           | 
|                                                                     |                                                                                                      | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY
ANDSUBSIDIARIES: |                                                                                                      | 
|                                                                     | Consolidated Balance Sheets as of March 31, 2001 (unaudited)
and December 31, 2000                   | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Consolidated Statements of Operations for the Three Months
Ended March 31, 2001 and 2000 (unaudited) | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2000 (unaudited) | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Notes to Consolidated Financial Statements                                                           | 





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##### Table of Contents






BOYKIN LODGING COMPANY
CONSOLIDATED BALANCE SHEETSAS OF MARCH 31, 2001 AND DECEMBER 31, 2000
(dollar amounts in thousands)

|                                                                      |                                                    |   |                                      |         |             |   |              |         |  |  | 
|--------------------------------------------------------------------- | -------------------------------------------------- | - | ------------------------------------ | ------- | ----------- | - | ------------ | ------- |  |  | 
|                                                                      |                                                    |   |                                      |         | (Unaudited)
|                                                                      |                                                    |   |                                      |         | March 31,   |   | December 31,
|                                                                      |                                                    |   |                                      |         | 2001        |   | 2000        
|                                                                      |                                                    |   |                                      |         |             |   |             
|                                                                      |                                                    |   | ASSETS                              
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Investment in hotel properties, net                                   |                                                    | $ | 552,926                              |         |             | $ | 565,224      |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Cash and cash equivalents                                             |                                                    |   | 2,304                                |         |             |   | 4,175        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Rent receivable from lessees:                                        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Related party lessees                              |   |                                      | 4,598   |             |   |              | 4,632   | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Third party lessees                                |   |                                      | 1,622   |             |   |              | 652     | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Deferred expenses, net                                                |                                                    |   | 5,457                                |         |             |   | 6,200        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Restricted cash                                                       |                                                    |   | 6,832                                |         |             |   | 7,034        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Investment in unconsolidated joint ventures                           |                                                    |   | 10,367                               |         |             |   | 10,291       |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other assets                                                          |                                                    |   | 4,080                                |         |             |   | 2,385        |        
|                                                                      |                                                    |   |                                      |         |             |   |              |        
|                                                                      |                                                    | $ | 588,186                              |         |             | $ | 600,593      |        
|                                                                      |                                                    |   |                                      |         |             |   |              |        
|                                                                      |                                                    |   | LIABILITIES AND
SHAREHOLDERS EQUITY
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings against credit facility                                    |                                                    | $ | 21,000                               |         |             | $ | 29,500       |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Term notes payable                                                    |                                                    |   | 281,430                              |         |             |   | 281,940      |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Accounts payable and accrued expenses                                 |                                                    |   | 10,554                               |         |             |   | 9,533        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Dividends/distributions payable                                       |                                                    |   | 6,812                                |         |             |   | 6,791        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Deferred lease revenue                                                |                                                    |   | 3,304                                |         |             |   |             |        
|Due to lessees:                                                       |                                                    |   |                                      |         |             |   |              |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Related party lessees                              |   |                                      | 1,878   |             |   |              | 2,056   | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Third party lessees                                |   |                                      | 1,113   |             |   |              | 757     | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Minority interest in joint ventures                                   |                                                    |   | 7,771                                |         |             |   | 8,071        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Minority interest in operating partnership                            |                                                    |   | 8,085                                |         |             |   | 8,679        |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|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;       |                                                   
|                                                                      | 17,163,877 and 17,146,938 shares outstanding at    |   |                                      |         |             |   |              |         | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | March 31, 2001 and December 31, 2000, respectively |   |                                      |        |             |   |              |        | 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Additional paid-in capital                                            |                                                    |   | 311,997                              |         |             |   | 311,493      |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Distributions in excess of income                                     |                                                    |   | (63,399                              | )       |             |   | (56,593      | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other comprehensive loss                                              |                                                    |   | (426                                 | )       |             |   |             |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Unearned compensation  restricted shares                             |                                                    |   | (1,933                               | )       |             |   | (1,634       | )      
|                                                                      |                                                    |   |                                      |         |             |   |              |        
|                                                                      | Total shareholders equity                         |   |                                      | 246,239 |             |   |              | 253,266 | 
|                                                                      |                                                    |   |                                      |         |             |   |              |        
|                                                                      |                                                    | $ | 588,186                              |         |             | $ | 600,593      |        
|                                                                      |                                                    |   |                                      |         |             |   |              |        

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 INCOMEFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited, amounts in thousands except for per share data)

|                                                                                                             |                                                                                    |   |        |        |   |      |        |        |   |  |  | 
|------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------- | - | ------ | ------ | - | ---- | ------ | ------ | - |  |  | 
|                                                                                                             |                                                                                    |   |        |        |   | 2001 |        | 2000  
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Revenues:                                                                                                   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Lease revenue from related party                                                   |   | $      | 12,505 |   |      | $      | 12,531 |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Other lease revenue                                                                |   |        | 3,732  |   |      |        | 3,886  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Revenues related to hotel operations                                               |   |        | 1,438  |   |      |        | 1,258  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Interest and other income                                                          |   |        | 645    |   |      |        | 163    |  
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|                                                                                                             |                                                                                    |   | 18,320 |        |   |      | 17,838 |       
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Expenses:                                                                                                   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Real estate related depreciation and amortization                                  |   |        | 7,028  |   |      |        | 7,785  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Real estate and personal property taxes, insurance and ground rent                 |   |        | 2,724  |   |      |        | 2,667  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | General and administrative                                                         |   |        | 1,438  |   |      |        | 1,555  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Expenses related to hotel operations                                               |   |        | 1,236  |   |      |        | 1,026  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Interest expense                                                                   |   |        | 5,822  |   |      |        | 5,585  |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Amortization of deferred financing costs                                           |   |        | 301    |   |      |        | 267    |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Gain on property insurance recovery                                                |   |        |       |   |      |        | (407   | )
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|                                                                                                             |                                                                                    |   | 18,549 |        |   |      | 18,478 |       
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Equity loss of unconsolidated joint venture                                                                  |                                                                                    |   | (174   | )      |   |      | (115   | )     
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Loss before gain on sale of assets, minority interest, and one-time
effect of change in accounting principle |                                                                                    |   | (403   | )      |   |      | (755   | )     
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Gain on sale of assets                                                             |   |        | 240    |   |      |        |       |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Minority interest in joint ventures                                                |   |        | (20    | ) |      |        | (85    | )
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Minority interest in operating partnership                                         |   |        | 91     |   |      |        | 143    |  
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Loss before one-time effect of change in accounting principle                                                |                                                                                    |   | (92    | )      |   |      | (697   | )     
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | One-time effect of change in accounting principle, net of minority interest of $32 |   |        | (373   | ) |      |        |       |  
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Net loss applicable to common shares                                                                         |                                                                                    | $ | (465   | )      |   | $    | (697   | )     
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Comprehensive loss                                                                                           |                                                                                    | $ | (891   | )      |   | $    | (697   | )     
|                                                                                                             |                                                                                    |   |        |        |   |      |        |       
|Loss before one-time effect of change in accounting principle per
share:                                    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Basic                                                                              |   | $      | (0.01  | ) |      | $      | (0.04  | )
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Diluted                                                                            |   | $      | (0.01  | ) |      | $      | (0.04  | )
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Net loss per share:                                                                                         
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Basic                                                                              |   | $      | (0.03  | ) |      | $      | (0.04  | )
|                                                                                                             | Diluted                                                                            |   | $      | (0.03  | ) |      | $      | (0.04  | )
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Weighted average number of common shares outstanding:                                                        |                                                                                    |   |        |        |   |      |        |       
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Basic                                                                              |   |        | 17,161 |   |      |        | 17,128 |  
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                             | Diluted                                                                            |   |        | 17,191 |   |      |        | 17,290 |  

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 EQUITYFOR THE THREE MONTHS ENDED MARCH 31, 2001
(unaudited, dollar amounts in thousands)

|                           |                                |  |            |        |         |   |            |     |               |   |              |        |       |   |      |      |   |   |        |      |   |   |         |        |  
|-------------------------- | ------------------------------ |  | ---------- | ------ | ------- | - | ---------- | --- | ------------- | - | ------------ | ------ | ----- | - | ---- | ---- | - | - | ------ | ---- | - | - | ------- | ------ | -
|                           |                                |  |            |        |         |   | Additional |     | Distributions |   | Other       
|                           |                                |  | Common     |        | Paid-In |   | in Excess  |     | Comprehensive |   | Unearned    
|                           |                                |  | Shares     |        | Capital |   | of Income  |     | Loss          |   | Compensation |        | Total
|                           |                                |  |            |        |         |   |            |     |               |   |              |        |      
|Balance, December 31, 2000 |                                |  | 17,146,938 |        |         | $ | 311,493    |     |               | $ | (56,593      | )      |       | $ |     |      |   | $ | (1,634 | )    |   | $ | 253,266 |       
|                          
|                          
|                          
|                          
|                           | Issuance of common shares      |  |            | 16,939 |         |   |            | 504 |               |   |              |       |       |   |      |     |   |   |        | (449 | ) |   |         | 55     |  
|                          
|                          
|                          
|                          
|                           | Dividends declared -           | 
|                          
|                          
|                          
|                          
|                           | $.365 per common share         |  |            |       |         |   |            |    |               |   |              | (6,341 | )     |   |      |     |   |   |        |     |   |   |         | (6,341 | )
|                          
|                          
|                          
|                          
|                           | Change in fair market value of | 
|                          
|                          
|                          
|                          
|                           | interest rate swap             |  |            |       |         |   |            |    |               |   |              |       |       |   |      | (426 | ) |   |        |     |   |   |         | (426   | )
|                          
|                          
|                          
|                          
|                           | Amortization of unearned       | 
|                          
|                          
|                          
|                          
|                           | compensation                   |  |            |       |         |   |            |    |               |   |              |       |       |   |      |     |   |   |        | 150  |   |   |         | 150    |  
|                          
|                          
|                          
|                          
|                           | Net loss                       |  |            |       |         |   |            |    |               |   |              | (465   | )     |   |      |     |   |   |        |     |   |   |         | (465   | )
|                           |                                |  |            |        |         |   |            |     |               |   |              |        |       |   |      |      |   |   |        |      |   |   |         |        |  
|Balance, March 31, 2001    |                                |  | 17,163,877 |        |         | $ | 311,997    |     |               | $ | (63,399      | )      |       | $ | (426 | )    |   | $ | (1,933 | )    |   | $ | 246,239 |       
|                           |                                |  |            |        |         |   |            |     |               |   |              |        |       |   |      |      |   |   |        |      |   |   |         |        |  

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 FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited, amounts in thousands)

|                                      |                                                                                        |                                                           |                                       |        |         |        |      |        |        |        |  
|------------------------------------- | -------------------------------------------------------------------------------------- | --------------------------------------------------------- | ------------------------------------- | ------ | ------- | ------ | ---- | ------ | ------ | ------ | -
|                                      |                                                                                        |                                                           |                                       |        | 2001    |        | 2000
|                                      |                                                                                        |                                                           |                                       |        |         |        |     
|Cash flows from operating activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Net loss                                                                               |                                                           | $                                     | (465   | )       |        | $    | (697   | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net income to net cash flow
provided by operating activities-
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Gain on property insurance recovery                       |                                       |        |        |        |      |        | (407   | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Gain on sale of assets                                    |                                       |        | (240    | )      |      |        |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | One-time effect of change in accounting principle         |                                       |        | 373     |        |      |        |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Depreciation and amortization                             |                                       |        | 7,329   |        |      |        | 8,052  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Amortization of unearned compensation                     |                                       |        | 150     |        |      |        | 107    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Equity loss of unconsolidated joint ventures              |                                       |        | 174     |        |      |        | 115    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Deferred rent                                             |                                       |        | 3,304   |        |      |        | 3,649  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Minority interests                                        |                                       |        | (71     | )      |      |        | (58    | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Changes in assets and liabilities-                       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                           | Rent receivable                       |        |         | (936   | )    |        |        | (1,974 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                           | Restricted cash                       |        |         | 202    |      |        |        | 220    |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                           | Other assets                          |        |         | (1,695 | )    |        |        | (2,148 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                           | Accounts payable and accrued expenses |        |         | 595    |      |        |        | 795    |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                           | Due to lessees                        |        |         | (1,422 | )    |        |        | (1,193 | )
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|                                      |                                                                                        | Net cash flow provided by operating activities            |                                       |        | 7,298   |        |      |        | 6,461  |       
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|Cash flows from investing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Investment in unconsolidated joint ventures                                            |                                                           |                                       | (420   | )       |        |      |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Improvements and additions to hotel properties                                         |                                                           |                                       | (5,218 | )       |        |      | (4,050 | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from sale of asset                                                        |                                                           |                                       | 12,374 |         |        |      |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from property insurance recovery                                          |                                                           |                                       |       |         |        |      | 1,186  |       
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|                                      |                                                                                        | Net cash flow provided by (used for) investing activities |                                       |        | 6,736   |        |      |        | (2,864 | )     
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|Cash flows from financing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Payments of dividends and distributions                                                |                                                           |                                       | (6,791 | )       |        |      | (8,700 | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Net (repayments) borrowings against credit facility                                    |                                                           |                                       | (8,500 | )       |        |      | 5,000  |       
|                                     
|                                     
|                                     
|                                     
|                                      | Repayment of term note payable                                                         |                                                           |                                       | (510   | )       |        |      |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from issuance of common shares                                            |                                                           |                                       | 55     |         |        |      | 95     |       
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions to joint venture minority interest partners, net                         |                                                           |                                       | (320   | )       |        |      | (92    | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions received from unconsolidated joint ventures                              |                                                           |                                       | 161    |         |        |      | 87     |       
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|                                      |                                                                                        | Net cash flow used for financing activities               |                                       |        | (15,905 | )      |      |        | (3,610 | )     
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|                                      |                                                                                        | Net change in cash and cash equivalents                   |                                       | $      | (1,871  | )      |      | $      | (13    | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Cash and cash equivalents, beginning of period            |                                       |        | 4,175   |        |      |        | 3,971  |       
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       
|                                      |                                                                                        | Cash and cash equivalents, end of period                  |                                       | $      | 2,304   |        |      | $      | 3,958  |       
|                                      |                                                                                        |                                                           |                                       |        |         |        |      |       

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 STATEMENTSMARCH 31, 2001
(dollar amounts in thousands except per share data)




1. BACKGROUND:

Boykin Lodging Company is a real estate investment trust that owns hotels
throughout the United States and leases its properties to established hotel
operators. As of March 31, 2001, Boykin owned interests in 32 hotels containing
a total of 9,030 guest rooms located in 19 states.

Boykins principal source of revenue is lease payments from lessees
pursuant to percentage lease agreements. Percentage lease revenue is based
upon the room, food and beverage and other revenues of Boykins hotels. The
lessees ability to make payments to Boykin pursuant to the percentage leases
is dependent primarily upon the operations of the hotels. As of March 31,
2001, Boykin Management Company Limited Liability Company (BMC) and certain
of its subsidiaries leased and/or managed 27 of the 32 hotels in which Boykin
has ownership interests. Since a significant portion of Boykins revenue is
received from BMC and its subsidiaries, the financial statements and footnotes
of BMC and its subsidiaries, contained within this Form 10-Q should be read in
conjunction with Boykins financial statements and footnotes.

Formation and Significant Events

In November 1996, Boykin completed its initial public offering (IPO),
and through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), acquired nine hotel properties and leased them to BMC. BMC is
indirectly owned by Robert W. Boykin, Chairman and Chief Executive Officer of
Boykin Lodging Company (53.8%) and his brother, John E. Boykin (46.2%).

Since the IPO, Boykin has acquired 25 hotels by raising capital through a
combination of common share issuances, various debt financings, capital from
strategic joint venture partners and cash flow generated from
operations. Boykin has also disposed of two hotels via exchange and
sale. In
1998, Boykin raised net proceeds of approximately $106.3 million in a follow-on
public equity offering of 4.5 million common shares. In the same year, Boykin
acquired Red Lion Inns Operating L.P. (OLP), which owns a portfolio of ten
Doubletree-licensed hotels, through a merger with Red Lion Inns Limited
Partnership valued at $271.3 million. In the transaction, Boykin issued 3.1
million common shares, paid $35.3 million in cash to the Red Lion partners and
assumed liabilities of approximately $155.7 million.

Consolidated Joint Ventures

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

|                       |  |           |  |            |     |            |  |                                 |     |               |  |                                         |  |              
|---------------------- |  | --------- |  | ---------- | --- | ---------- |  | ------------------------------- | --- | ------------- |  | --------------------------------------- |  | -------------
|                       |  |           |  | Boykin     |     | Lessee/JV 
|                       |  | Lessee/JV |  | Ownership  |     | Ownership  |  |                                 |     | Date of Hotel
|Name of Joint Venture  |  | Partner   |  | Percentage |     | Percentage |  | Hotel Owned Under Joint Venture |     | Purchase     
|                       |  |           |  |            |     |            |  |                                 |     |              
|BoyStar Ventures, L.P. |  | MeriStar  |  |            | 91% |            |  |                                 | 9%  |               |  | Holiday Inn Minneapolis West            |  | July 1997    
|                      
|                      
|                      
|                      
|Shawan Road Hotel L.P. |  | Davidson  |  |            | 91% |            |  |                                 | 9%  |               |  | Marriotts Hunt Valley Inn              |  | July 1997    
|                      
|                      
|                      
|                      
|Boykin San Diego LLC   |  | Outrigger |  |            | 91% |            |  |                                 | 9%  |               |  | Hampton Inn San Diego
Airport/Sea World |  | November 1997
|                      
|                      
|                      
|                      
|Boykin Kansas City LLC |  | MeriStar  |  |            | 80% |            |  |                                 | 20% |               |  | Doubletree Kansas City                  |  | November 1997

Unconsolidated Joint Ventures

In February 1999, Boykin formed a joint venture with AEW Partners III,
L.P. (AEW), an investment partnership managed by AEW Capital Management,
L.P., a Boston-based real estate investment firm. Boykin,

7



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##### Table of Contents



which has a 25% ownership interest in the joint venture, formed the joint venture with AEW to
take advantage of acquisition opportunities in the lodging industry. In August
1999, the Boykin/AEW venture formed and acquired a 75% ownership interest in
Boykin Chicago, LLC, which purchased a hotel in downtown Chicago with a private
investor. In 2000, Boykin purchased the 25% ownership interest in Boykin
Chicago, LLC from the private investor for $6.3 million, thereby increasing
Boykins total ownership percentage in the hotel from 18.75% to 43.75%.

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

Basis of Presentation

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

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. 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, 2000.




2. NET INCOME PER SHARE/PARTNERSHIP UNITS OUTSTANDING:

Boykins basic and diluted earnings per share for the three months ended
March 31, 2001 and 2000 under Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings per Share are as follows:

|                                  |  |      |       |      |  |   |       |  
|--------------------------------- |  | ---- | ----- | ---- |  | - | ----- | -
|                                  |  | 2001 |       | 2000
|                                  |  |      |       |     
|Basic earnings per common share   |  | $    | (0.03 | )    |  | $ | (0.04 | )
|                                 
|                                 
|                                 
|                                 
|Diluted earnings per common share |  | $    | (0.03 | )    |  | $ | (0.04 | )

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period. Diluted earnings per share adjusts the
weighted average shares outstanding for the effect of all dilutive securities.
At March 31, 2001 and 2000, a total of 1,291,114 limited partnership units were
issued and outstanding. The basic and diluted weighted average number of
common shares and limited partnership units outstanding for the three months
ended March 31, 2001 was 18,452,497 and 18,481,927, respectively. For the
three months ended March 31, 2000, the basic and diluted weighted average
number of common shares and limited partnership units outstanding was
18,419,033 and 18,581,075 respectively.




3. INTERCOMPANY CONVERTIBLE NOTE:

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

8



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##### Table of Contents






4. CREDIT FACILITY:

Boykin has a secured credit facility with a group of banks which enables
it to borrow up to $100,000, subject to borrowing base and loan-to-value
limitations, at a rate that fluctuates at LIBOR plus 2.25% to 2.75% (7.9% as of
March 31, 2001), as defined. Boykin is required to pay a .25% fee on the
unused portion of the credit facility. The facility expires on July 11, 2003
and contains a one-year extension option. The credit facility is secured by
eight hotel properties. Outstanding borrowings against the credit facility at
March 31, 2001 and December 31, 2000 were $21,000 and $29,500, respectively.

The credit facility requires Boykin, among other things, to maintain a
minimum net worth, a coverage ratio of EBITDA to debt service, and a coverage
ratio of EBITDA to debt service and fixed charges. Further, Boykin is required
to maintain the franchise agreement at each hotel and to maintain its REIT
status. Boykin was in compliance with its covenants at March 31, 2001 and
December 31, 2000.




5. TERM NOTES PAYABLE:

OLP has a $130,000 term loan agreement that expires in June 2023 and may
be prepaid without penalty after May 21, 2008. The loan bears interest at a
fixed rate of 6.9% for ten years, 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 covenants. OLP was in compliance with these covenants at March 31,
2001 and December 31, 2000.

Boykin has a $45,000 term loan agreement that expires in October 2002,
with two additional one-year extensions, subject to the satisfaction of certain
financial covenants, as defined in the agreement. The loan is secured by three
hotel properties and bears interest at a rate that fluctuates at LIBOR plus 2%
(6.9% at March 31, 2001). 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, 2001 and December 31, 2000.

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% (7.6% at March
31, 2001). Under covenants in the loan agreement, assets of BHC are not
available to pay the creditors of any other Boykin entity, except to the extent
of permitted cash distributions from BHC to Boykin. Likewise, the assets of
other entities are not available to pay the creditors of BHC. The loan
agreement also requires BHC to hold funds in escrow for the payment of capital
expenditures, insurance and real estate taxes and requires BHC to maintain
certain financial covenants. BHC was in compliance with its covenants at March
31, 2001 and December 31, 2000.

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, 2001 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2001                |  | $ | 1,459   | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,111  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 110,264 | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,402   | 
|                   
|                   
|                   
|                   
|2005                |  |   | 2,601   | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |   | 117,593 | 
|                    |  |   |         | 
|                    |  | $ | 281,430 | 
|                    |  |   |         | 

9



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##### Table of Contents






6. PERCENTAGE LEASE AGREEMENTS:

The percentage leases have noncancelable remaining terms ranging from less
than one year to eight years, subject to earlier termination on the occurrence
of certain contingencies, as defined. The rent due under each percentage lease
is the greater of minimum rent, as defined, or percentage rent. Percentage
rent applicable to room and other hotel revenue varies by lease and is
calculated by multiplying fixed percentages by the total amounts of such
revenues over specified threshold amounts. Both the minimum rent and the
revenue thresholds used in computing percentage rents are subject to annual
adjustments based on increases in the United States Consumer Price Index
(CPI). Percentage rent applicable to food and beverage revenues is
calculated by multiplying fixed percentages by the total amounts of such
revenues.

Actual payments by tenants under the percentage leases were $19,541 and
$20,066 for the three months ended March 31, 2001 and 2000, 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 $3,304 and $3,649 for 2001
and 2000, respectively. Under the provisions of SAB 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 101 has no impact on Boykins interim cash flow or year-end results of
operations.

Future minimum rentals (ignoring future CPI increases) to be received by
Boykin from BMC and from other lessees pursuant to the percentage leases for
each of the years in the period 2001 to 2005 and in total thereafter are as
follows:

|                    |  |               |         |         |  |        |        |  |  |   |         | 
|------------------- |  | ------------- | ------- | ------- |  | ------ | ------ |  |  | - | ------- | 
|                    |  | Related Party |         | Other  
|                    |  | Lessees       |         | Lessees |  | Totals
|                    |  |               |         |         |  |       
|Remainder of 2001   |  | $             | 33,943  |         |  | $      | 7,904  |  |  | $ | 41,847  | 
|                   
|                   
|                   
|                   
|2002                |  |               | 42,925  |         |  |        | 9,029  |  |  |   | 51,954  | 
|                   
|                   
|                   
|                   
|2003                |  |               | 14,619  |         |  |        | 7,095  |  |  |   | 21,714  | 
|                   
|                   
|                   
|                   
|2004                |  |               | 11,775  |         |  |        | 7,095  |  |  |   | 18,870  | 
|                   
|                   
|                   
|                   
|2005                |  |               | 10,065  |         |  |        | 7,095  |  |  |   | 17,160  | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |               | 7,855   |         |  |        | 13,702 |  |  |   | 21,557  | 
|                    |  |               |         |         |  |        |        |  |  |   |         | 
|                    |  | $             | 121,182 |         |  | $      | 51,920 |  |  | $ | 173,102 | 
|                    |  |               |         |         |  |        |        |  |  |   |         | 




7. RELATED PARTY TRANSACTIONS:

The Chairman and Chief Executive Officer of Boykin is the majority
shareholder of BMC. BMC and Westboy LLC, a subsidiary of BMC, were a
significant source of Boykins percentage lease revenue through March 31, 2001.
At March 31, 2001 and December 31, 2000, Boykin had rent receivable of $4,598
and $4,632, respectively, due from related party lessees.

A wholly-owned subsidiary of BMC provides design, purchasing and project
management services to Boykin for capital improvements at its hotels. Boykin
paid $231 for services through March 31, 2001 consisting of $141 for design
services, $39 for purchasing services, $41 for project management services and
$10 for reimbursement of expenses.

At March 31, 2001 and December 31, 2000, Boykin had a payable to related
party lessees of $1,878 and $2,056, respectively, primarily for estimated lease
termination fees as of March 31, 2001 related to the sale of the Daytona hotel
(Note 10) and for the reimbursement of capital expenditures and other
transaction costs incurred on behalf of the Partnership and OLP.

10



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##### Table of Contents



Effective February 1, 2000, JerseyBoy LLC (JerseyBoy) manages the
Radisson Hotel Mt. Laurel pursuant to a management agreement. Boykin paid
JerseyBoy management fees of $43 and $38 for the quarter ended March 31, 2001,
and 2000, respectively.




8. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

During the three-month periods ended March 31, 2001 and 2000, noncash
financing transactions consisted of $6,812 and $8,728, respectively, of
dividends and Partnership distributions which were declared but not paid as of
March 31, 2001 and 2000, respectively.

Interest paid during the three-month periods ended March 31, 2001 and 2000
was $5,841 and $5,541 respectively. In the first quarter of 2001, Boykin issued
51,750 common shares, valued at $ 449 under Boykins LongTerm Incentive Plan.




9. NEW ACCOUNTING PRONOUNCEMENTS:

Effective January 1, 2001
Boykin adopted the provisions of 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. This is typically accomplished using an interest rate
swap or cap. For financial reporting purposes, the change in market value of
the effective portion of the hedge flows through the other comprehensive income
component of equity. All other changes will flow through earnings. In general,
the amount of volatility will vary with the changes in market interest rates
and the level of derivative activities during any period.

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 existing
interest rate cap, which is reflected as a one-time effect of a change in
accounting in Boykins results of operations as of March 31, 2001.

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 fair market value of
the swap as of March 31, 2001 is reflected as other comprehensive loss of $426
in the equity section, with a corresponding liability in the accompanying balance sheet.




10. SALE OF ASSET

In January 2001, Boykin sold its Daytona Beach Radisson Resort for $12,500
and recognized a gain of $240. Netted against the gain is an estimated lease
termination fee of $1,600 due to BMC in connection with the sale. The fee has
been recorded on an estimated basis and is subject to future adjustment.

11



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##### Table of Contents






BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
(amounts in thousands)

|                                      |                                                                                                                      |      |             |        |              |   |        |        |  
|------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ---- | ----------- | ------ | ------------ | - | ------ | ------ | -
|                                      |                                                                                                                      |      | (Unaudited)
|                                      |                                                                                                                      |      | March 31,   |        | December 31,
|ASSETS                                |                                                                                                                      | 2001 |             | 2000  
|                                      |                                                                                                                      |      |             |       
|Cash and cash equivalents             |                                                                                                                      | $    | 27,008      |        |              | $ | 24,506 |       
|                                     
|                                     
|                                     
|                                     
|Accounts receivable:                 
|                                     
|                                     
|                                     
|                                     
|                                      | Trade, net of allowance for doubtful accounts of $112 and $114 at
March 31, 2001 and December 31, 2000, respectively |      |             | 10,863 |              |   |        | 11,436 |  
|                                     
|                                     
|                                     
|                                     
|                                      | Related party lessors                                                                                                |      |             | 1,920  |              |   |        | 2,224  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                                |      |             | 680    |              |   |        | 241    |  
|                                     
|                                     
|                                     
|                                     
|Inventories                           |                                                                                                                      |      | 2,158       |        |              |   | 2,253  |       
|                                     
|                                     
|                                     
|                                     
|Property and equipment, net           |                                                                                                                      |      | 312         |        |              |   | 300    |       
|                                     
|                                     
|                                     
|                                     
|Investment in Boykin Lodging Company  |                                                                                                                      |      | 258         |        |              |   | 158    |       
|                                     
|                                     
|                                     
|                                     
|Prepaid expenses and other assets     |                                                                                                                      |      | 2,434       |        |              |   | 2,318  |       
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|                                      | Total assets                                                                                                         |      | $           | 45,633 |              |   | $      | 43,436 |  
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|LIABILITIES AND MEMBERS CAPITAL     
|                                     
|                                     
|                                     
|                                     
|Rent payable to related party lessors |                                                                                                                      | $    | 4,600       |        |              | $ | 5,550  |       
|                                     
|                                     
|                                     
|                                     
|Accounts payable:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Trade                                                                                                                |      |             | 3,588  |              |   |        | 5,358  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Advance deposits                                                                                                     |      |             | 2,128  |              |   |        | 1,107  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Bank overdraft liability                                                                                             |      |             | 11,105 |              |   |        | 7,493  |  
|                                     
|                                     
|                                     
|                                     
|Accrued expenses:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued payroll                                                                                                      |      |             | 1,405  |              |   |        | 1,354  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued vacation                                                                                                     |      |             | 3,153  |              |   |        | 3,128  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued sales, use and occupancy taxes                                                                               |      |             | 2,293  |              |   |        | 1,733  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued management fee                                                                                               |      |             | 2,519  |              |   |        | 2,474  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Deferred management fee                                                                                              |      |             | 3,892  |              |   |        | 2,979  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other accrued liabilities                                                                                            |      |             | 5,287  |              |   |        | 5,608  |  
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|                                      | Total liabilities                                                                                                    |      |             | 39,970 |              |   |        | 36,784 |  
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|Members capital:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Capital contributed                                                                                                  |      |             | 3,000  |              |   |        | 3,000  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Retained earnings                                                                                                    |      |             | 2,911  |              |   |        | 3,948  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive loss                                                                                 |      |             | (248   | )            |   |        | (296   | )
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|                                      | Total members capital                                                                                               |      |             | 5,663  |              |   |        | 6,652  |  
|                                      |                                                                                                                      |      |             |        |              |   |        |       
|                                      | Total liabilities and members capital                                                                               |      | $           | 45,633 |              |   | $      | 43,436 |  
|                                      |                                                                                                                      |      |             |        |              |   |        |       

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

12



---



##### Table of Contents






BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited, amounts in thousands)

|                   |                                            |                   |        |        |        |      |        |        |        | 
|------------------ | ------------------------------------------ | ----------------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | 
|                   |                                            |                   |        | 2001   |        | 2000
|                   |                                            |                   |        |        |        |     
|Revenues:         
|                  
|                  
|                  
|                  
|                   | Room revenue                               | $                 | 38,207 |        |        | $    | 38,949 |       
|                  
|                  
|                  
|                  
|                   | Food and beverage revenue                  |                   |        | 16,779 |        |      |        | 17,499 |       
|                  
|                  
|                  
|                  
|                   | Other hotel revenue                        |                   |        | 3,046  |        |      |        | 3,376  |       
|                  
|                  
|                  
|                  
|                   | Other revenue                              |                   |        | 2,115  |        |      |        | 682    |       
|                  
|                  
|                  
|                  
|                   |                                            |                   |        |        |        |      |        |       
|                   |                                            | Total revenues    |        |        | 60,147 |      |        |        | 60,506 | 
|                   |                                            |                   |        |        |        |      |        |       
|Expenses:         
|                  
|                  
|                  
|                  
|                   | Departmental expenses of hotels:          
|                  
|                  
|                  
|                  
|                   |                                            | Rooms             |        |        | 9,895  |      |        |        | 9,832  | 
|                  
|                  
|                  
|                  
|                   |                                            | Food and beverage |        |        | 12,123 |      |        |        | 12,535 | 
|                  
|                  
|                  
|                  
|                   |                                            | Other             |        |        | 1,723  |      |        |        | 1,849  | 
|                  
|                  
|                  
|                  
|                   | Cost of goods sold of non-hotel operations |                   |        | 14     |        |      |        | 96     |       
|                  
|                  
|                  
|                  
|                   | Percentage lease expense                   |                   |        | 16,775 |        |      |        | 17,127 |       
|                  
|                  
|                  
|                  
|                   | General and administrative                 |                   |        | 6,944  |        |      |        | 6,797  |       
|                  
|                  
|                  
|                  
|                   | Advertising and promotion                  |                   |        | 4,010  |        |      |        | 3,564  |       
|                  
|                  
|                  
|                  
|                   | Utilities                                  |                   |        | 2,731  |        |      |        | 2,391  |       
|                  
|                  
|                  
|                  
|                   | Franchisor royalties and other charges     |                   |        | 2,100  |        |      |        | 1,891  |       
|                  
|                  
|                  
|                  
|                   | Repairs and maintenance                    |                   |        | 3,099  |        |      |        | 3,055  |       
|                  
|                  
|                  
|                  
|                   | Depreciation and amortization              |                   |        | 26     |        |      |        | 26     |       
|                  
|                  
|                  
|                  
|                   | Management fee expense                     |                   |        | 1,725  |        |      |        | 1,808  |       
|                  
|                  
|                  
|                  
|                   | Other expense                              |                   |        | 19     |        |      |        | 204    |       
|                   |                                            |                   |        |        |        |      |        |       
|                   |                                            | Total expenses    |        |        | 61,184 |      |        |        | 61,175 | 
|                   |                                            |                   |        |        |        |      |        |       
|Net loss           |                                            | $                 | (1,037 | )      |        | $    | (669   | )     
|                   |                                            |                   |        |        |        |      |        |       
|Comprehensive loss |                                            | $                 | (989   | )      |        | $    | (654   | )     
|                   |                                            |                   |        |        |        |      |        |       

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

13



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##### Table of Contents






BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited, amounts in thousands)

|                                               |                                                                                 |   |                                           |                                   |   |       |        |        |   |        |       |  
|---------------------------------------------- | ------------------------------------------------------------------------------- | - | ----------------------------------------- | --------------------------------- | - | ----- | ------ | ------ | - | ------ | ----- | -
|                                               |                                                                                 |   |                                           |                                   |   | 2001  |        | 2000  
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|Cash flows from operating activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss                                                                        |   | $                                         | (1,037                            | ) |       | $      | (669   | )
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net loss to net cash
provided by operating activities:
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           |                                   |   |       |        |        |   |        |      
|                                               |                                                                                 |   | Depreciation and amortization             |                                   |   | 26    |        |        |   | 26     |      
|                                               |                                                                                 |   | Changes in assets and liabilities:        |                                   |   |       |        |        |   |        |      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Accounts receivable               |   |       | 438    |        |   |        | (80   | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Inventories                       |   |       | 95     |        |   |        | 79    |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Prepaid expenses and other assets |   |       | (116   | )      |   |        | (254  | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Rent payable                      |   |       | (950   | )      |   |        | 248   |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Accounts payable                  |   |       | 2,863  |        |   |        | 3,140 |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |   |                                           | Other accrued liabilities         |   |       | 1,273  |        |   |        | 3,955 |  
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|                                               |                                                                                 |   | Net cash provided by operating activities |                                   |   | 2,592 |        |        |   | 6,445  |      
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|Cash flows from investing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Property additions                                                              |   |                                           | (38                               | ) |       |        | (29    | )
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of investment in Boykin Lodging Company                                |   |                                           | (52                               | ) |       |        |       |  
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|                                               |                                                                                 |   | Net cash used for investing activities    |                                   |   | (90   | )      |        |   | (29    | )    
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|Cash flows from financing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to members                                                        |   |                                           |                                  |   |       |        | (2,000 | )
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|                                               |                                                                                 |   | Net cash used for financing activities    |                                   |   |      |        |        |   | (2,000 | )    
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|Net increase in cash and cash equivalents      |                                                                                 |   | 2,502                                     |                                   |   |       | 4,416  |       
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                 |   | 24,506                                    |                                   |   |       | 20,787 |       
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       
|Cash and cash equivalents, end of period       |                                                                                 | $ | 27,008                                    |                                   |   | $     | 25,203 |       
|                                               |                                                                                 |   |                                           |                                   |   |       |        |       

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

14



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##### Table of Contents






BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(dollar amounts in thousands)




1. DESCRIPTION OF BUSINESS:

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



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




2. ORGANIZATION:

BMC was formed and commenced operations in November 4, 1996 to continue
and expand the 42-year history of hotel management of its predecessors, Boykin
Management Company and its affiliates. BMC is an Ohio limited liability
company that is indirectly owned by Robert W. Boykin (53.8%) and John E. Boykin
(46.2%). Robert W. Boykin is the Chairman and Chief Executive Officer of
Boykin Lodging Company. As of March 31, 2001, BMC and its subsidiaries lease
and/or manage 27 hotels owned by Boykin Lodging Company and manage two other
hotels owned by third parties.

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



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




3. BASIS OF PRESENTATION:

The separate financial statements of BMCs subsidiaries have been
presented on a consolidated basis with BMC. All significant intercompany
transactions and balances have been eliminated. These financial statements
have been prepared in accordance with generally accepted accounting principles
for the interim financial information and with the instructions for Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three-month
period ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2001. For further
information, refer to BMCs consolidated financial statements and footnotes
thereto included in Boykin Lodging Companys annual report on Form 10-K for the
year ended December 31, 2000.

15



---



##### Table of Contents



Reclassifications

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




4. PERCENTAGE LEASE AGREEMENTS:

BMC Leases on 15 Hotels

BMC leases 15 hotels (the BMC Hotels) from the Partnership pursuant to
long-term percentage leases. The BMC Hotels are located in Cleveland, Ohio;
Columbus, Ohio; Buffalo, New York; Berkeley, California; Raleigh, North
Carolina; Charlotte, North Carolina (2); High Point, North Carolina; Knoxville,
Tennessee; Ft. Myers, Florida; Melbourne, Florida (2); San Antonio, Texas;
Southfield, Michigan; and French Lick, Indiana.

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

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

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

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

Westboy Lease on Ten Doubletree Hotels

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

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

|                                  |  |               |        |            |  |   |        |  
|--------------------------------- |  | ------------- | ------ | ---------- |  | - | ------ | -
|                                  |  | Percentage    |        | Net income
|                                  |  | Lease Expense |        | (loss)    
|                                  |  |               |        |           
|Year ended December 31, 1998      |  | $             | 29,719 |            |  | $ | 193    |  
|                                 
|                                 
|                                 
|                                 
|Year ended December 31, 1999      |  |               | 29,478 |            |  |   | 119    |  
|                                 
|                                 
|                                 
|                                 
|Year ended December 31, 2000      |  |               | 29,235 |            |  |   | (1,217 | )
|                                 
|                                 
|                                 
|                                 
|Three months ended March 31, 2001 |  |               | 6,114  |            |  |   | (838   | )
|                                 
|                                 
|                                  |  | December 31,  |        | March 31, 
|                                  |  | 2000          |        | 2001      
|                                  |  |               |        |           
|Cash and cash equivalents         |  | $             | 8,010  |            |  | $ | 7,263  |  
|                                 
|                                 
|                                 
|                                 
|Members equity                   |  |               | 95     |            |  |   | (743   | )

Upon commencement of the lease agreement, BMC made an initial capital
contribution to Westboy of $1,000, of which $900 was funded with a demand
promissory note. Assets of Westboy are not available to pay the creditors of
any other entity, except to the extent of permitted cash distributions from
Westboy to BMC. Similarly, except to the extent of the unpaid promissory note,
the assets of BMC are not available to pay the creditors of Westboy.

16



---



##### Table of Contents



ChiBoy Lease on Executive Plaza Hotel

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

Future minimum rent (ignoring CPI increases) to be paid by BMC,
Westboy, and ChiBoy under their respective percentage lease agreements at March
31, 2001 for each of the years in the period 2001 to 2005 and in total
thereafter is as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|Remainder of 2001   |  | $ | 37,543  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,725  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 19,419  | 
|                   
|                   
|                   
|                   
|2004                |  |   | 16,575  | 
|                   
|                   
|                   
|                   
|2005                |  |   | 13,265  | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |   | 7,855   | 
|                    |  |   |         | 
|                    |  | $ | 142,382 | 




5. RELATED PARTY TRANSACTIONS:

Percentage lease expense payable to the Partnership (including OLP) was
$15,575 and $16,096 for the three months ended March 31, 2001 and 2000,
respectively. Percentage lease expense payable to Boykin Chicago was $1,200
and $1,031 for the three months ended March 31, 2001 and 2000, respectively.

At March 31, 2001 and December 31, 2000, BMC (including Westboy) had
receivables from the Partnership of $1,878 and $2,056, respectively, primarily
for the reimbursement of capital expenditure costs incurred on behalf of the
Partnership as well as $1,600 of estimated lease termination fees at March 31,
2001 due from the Partnership associated with the sale of the Daytona Beach
Radisson Resort. The fee income has been recorded on an estimated basis and is
subject to future adjustment. At March 31, 2001 and December 31, 2000, ChiBoy
had receivables from Boykin Chicago of $42 and $168, respectively, primarily
for the reimbursement of capital expenditure costs incurred on behalf of Boykin
Chicago.

At March 31, 2001 and December 31, 2000, BMC had payables to the
Partnership of $4,598 and $4,632, respectively, for amounts due pursuant to the
percentage leases with the Partnership. At March 31, 2001 and December 31,
2000 ChiBoy had payables to Boykin Chicago of $2 and $918, respectively, for
amounts due pursuant to the percentage lease with Boykin Chicago.

A wholly-owned subsidiary of BMC provides design, purchasing and project
management services to Boykin for capital improvements at its hotels. Boykin
paid $231 for services through March 31, 2001 consisting of $141 for design
services, $39 for purchasing services, $41 for project management services and
$10 for reimbursement of expenses.

Effective February 1, 2000, JerseyBoy LLC manages the Radisson Hotel Mt.
Laurel pursuant to a management agreement. Management fee income from the
Partnership was $43 and $38 for the quarter ended March 31, 2001 and
2000, respectively.

17



---



##### Table of Contents






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




BACKGROUND AND BUSINESS STRATEGIES

Boykin Lodging Company, an Ohio corporation, is a real estate investment
trust that currently owns interests in 32 hotels throughout the United States
and leases its properties to established hotel operators. Our primary business
strategies are:



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

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

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




BOYKINS FORMATION AND RECENT EVENTS

We completed our initial public offering (IPO) in November 1996 and,
through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), we acquired nine hotel properties. Boykin Lodging Company
currently has a 92.1% ownership interest in, is the sole general partner of and
does all its business through the Partnership. Since the IPO, we have acquired
25 hotels (including the ten-hotel portfolio discussed below) by raising
capital through a combination of common share issuances, various debt
financings, capital from strategic joint venture partners and cash flow
generated from operations. We have also disposed of two hotels via exchange and
sale.



| |  |  | In 1998, we raised net proceeds of approximately $106.3 million in
a follow-on public equity offering of 4.5 million common shares.                                                                                                                                                                                                
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In the same year, we acquired a portfolio of ten
Doubletree-licensed hotels through a merger with Red Lion Inns Limited
Partnership valued at $271.3 million. In the transaction, we issued 3.1
million common shares, paid $35.3 million in cash to the Red Lion
partners and assumed liabilities of approximately $155.7 million.
|
| |  |  | At March 31, 2001, we had $302.4 million of debt outstanding under
various debt instruments.                                                                                                                                                                                                                                       
|
| |  |  | We currently have strategic alliances with three hotel operators
and own four hotels with them through joint venture structures. In
1999, we also formed a joint venture with AEW Partners III, L.P.
(AEW) and, through that joint venture, we purchased a hotel located
in downtown Chicago.                                    




FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2001

Refer to the Results of Operations section below for discussion of our
first quarter results compared to 2000 as well as the operational results of
BMC.

During the first quarter, we sold the Daytona Beach Radisson Resort for
$12.5 million and recognized a $.2 million gain on the transaction. We also
continued our renovation program, spending over $5 million, or approximately
seven percent of hotel revenues. This money was primarily spent renovating the
guestrooms at our Hunt Valley and Columbus Marriotts, Berkeley Radisson and
some of the Doubletrees. We believe it is important to keep our hotels in
first-class condition in an effort to outperform the competition and to deliver
superior room

18



---



##### Table of Contents



revenue per available room (REVPAR) gains, and we are focusing
our renovation activities on hotels in areas with the highest revenue
potential. We also believe the long-term demand for rooms in most of our
markets will continue to grow and therefore we expect to continue to implement
our renovation plans aggressively.

In March 2001, we completed an $83 million interest rate swap, which fixes
the overall interest rate on this debt at 7.32% until July 2003. We now have
over two-thirds of our total debt locked in at a weighted average rate under
7.1%.

We are currently working on an expansion project at our Pink Shell Beach
Resort, which would increase the resort by 33 rooms. If we proceed with the
project, our plan is to demolish 59 cottage units, or about 28% of the rooms at
the resort. We would then construct a 92-unit tower 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. As with any renovation, the
shorter-term effects may be a lower REVPAR and revenues, due to the demolition
of the cottage units. We plan to make the decision to proceed with this
project when we have pre-sold a significant portion of condominiums and,
although we are very encouraged by the preliminary interest we have seen, we
dont expect to know that until late in the second quarter or early in the
third quarter of 2001.

We continue to actively seek acquisitions and/or swap candidates for
hotels in our portfolio, and we are being selective in terms of yield and
earnings criteria. We also continue to evaluate an expansion opportunity at one
of our hotels to maximize the value of our portfolio. We intend to maintain a
geographically diversified hotel portfolio and may also cluster hotels within
certain primary markets in order to take advantage of operational and
managerial economies of scale. We will acquire or develop additional hotel
properties only as suitable opportunities arise, and will not undertake
acquisition or development of properties unless adequate sources of capital and
financing are available.

Based upon first quarter results and our current booking trends, which
reflect softening demand from the slowing economy, our outlook is now for
REVPAR growth of flat to two percent for the year.




RESULTS OF OPERATIONS

The following discusses our results of operations and those of BMC for the
quarter ended March 31, 2001 compared to the same period in 2000.

Boykin Lodging Company

Quarter Ended March 31, 2001 Compared to 2000

Our percentage lease revenue decreased 1.1% to $16.2 million in 2001, from
$16.4 million for the same period in 2000 because of the sale of the Daytona
Beach Radisson Resort in January 2001. The decrease was also attributable to
$.3 million of percentage lease revenue recognized in the first quarter of 2000
from our Mt. Laurel Radisson, which we took over in February 2000. In 2001,
instead of percentage lease revenues, Mt. Laurels hotel revenues and expenses
are separately reflected in the results of operations. These factors were
offset by an increase in percentage lease revenue from the remainder of our
portfolio due to increased hotel revenues in 2001 over 2000. Percentage lease
revenue payable by BMC and Westboy represented $12.5 million, or 77.0% of total
percentage lease revenue in the 2001 period, compared to $12.5 million, or
76.3% of total percentage lease revenue, in 2000.

The net loss improved slightly to $.5 million for the three months ended
March 31, 2001, compared to a net loss of $.7 million in 2000. As a percent of
percentage lease revenue, the net loss was $.5 million or 2.9% of percentage
lease revenues in 2001 from a net loss of $.7 million or 4.2% or percentage
lease revenues in 2000, primarily because of the following items:



| |  |  | a $.2 million gain on the sale of our Daytona Beach Radisson
Resort, recorded in 2001;                                                                                                                                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a decrease in real estate related depreciation and
amortization from $7.8 million, or 47.4% of percentage lease revenue
in 2000, to $7.0 million, or 43.3% in 2001, primarily because of the
Daytona disposition and three assets held for sale for which no
depreciation was charged in 2001, and;
|
| |  |  | an increase in interest and other income of $.5 million in
2001 over 2000.                                                                                                                                                                                                                         

The increases in net income are offset by the following items:

19



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##### Table of Contents





| |  |  | a gain on property insurance recovery of $.4 million recorded
in 2000 related to property damage at our two Melbourne, Florida
hotels in late 1999;                                                                    
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | an increase in interest expense to $5.8 million in 2001, or
35.9% of percentage lease revenues, compared to $5.6 million in
2000, or 34.0% of percentage lease revenues, because of higher
outstanding borrowings, and;
|
| |  |  | a one-time charge of $.4 million in 2001 for the one-time
effect of a change in accounting principle related to the write-down
of a derivative asset pursuant to new accounting rules under SFAS No.
133.              

Our funds from operations (FFO) for the quarter ended March 31, 2001 was
$10.1 million compared to $10.2 million in 2000.

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 activities, financing activities and investing
activities, it provides investors with another indication of the ability of a
company to incur and service debt, to make capital expenditures and to fund
other cash needs.

We compute FFO in accordance with the NAREIT White Paper except that, on
an interim basis only, we add back deferred rent under SAB 101, which may not
be comparable to FFO reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret the current
NAREIT definition differently than us. FFO does not represent cash generated
from operating activities determined by GAAP and should not be considered as an
alternative to net income (determined in accordance with GAAP) as an indication
of our financial performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of our liquidity, nor is it
indicative of funds available to fund our cash needs, including our ability to
make cash distributions. FFO may include funds that may not be available for
managements discretionary use due to functional requirements to conserve funds
for capital expenditures and property acquisitions, and other commitments and
uncertainties. The following is a reconciliation between net income and FFO for
the three months ended March 31, 2001 and 2000, respectively (in thousands):

|                                                  |  |      |        |      |  |   |        |  
|------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                                  |  | 2001 |        | 2000
|                                                  |  |      |        |     
|Net loss                                          |  | $    | (465   | )    |  | $ | (697   | )
|                                                 
|                                                 
|                                                 
|                                                 
|Real estate related depreciation and amortization |  |      | 7,028  |      |  |   | 7,785  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Deferred rent                                     |  |      | 3,304  |      |  |   | 3,649  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Gain on property insurance recovery               |  |      |       |      |  |   | (407   | )
|                                                 
|                                                 
|                                                 
|                                                 
|Gain on sale of assets                            |  |      | (240   | )    |  |   |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|One-time effect of change in accounting principle |  |      | 373    |      |  |   |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |  |      | (71    | )    |  |   | (58    | )
|                                                 
|                                                 
|                                                 
|                                                 
|Equity loss of unconsolidated joint venture       |  |      | 174    |      |  |   | 115    |  
|                                                 
|                                                 
|                                                 
|                                                 
|FFO applicable to joint venture minority interest |  |      | (14    | )    |  |   | (184   | )
|                                                  |  |      |        |      |  |   |        |  
|Funds from operations                             |  | $    | 10,089 |      |  | $ | 10,203 |  
|                                                  |  |      |        |      |  |   |        |  

20



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##### Table of Contents



The following table illustrates key operating statistics of our portfolio
for the three months ended March 31, 2001 and 2000:

|                                  |                    |  |                    |        |   |  |  |  |      |  |   |        |  
|--------------------------------- | ------------------ |  | ------------------ | ------ | - |  |  |  | ---- |  | - | ------ | -
|                                  |                    |  | Three Months Ended
|                                  |                    |  | March 31,         
|                                  |                    |  |                   
|                                  |                    |  | 2001               |        |   |  |  |  | 2000
|                                  |                    |  |                    |        |   |  |  |  |     
|All Hotels (32 hotels) (a)        |                    |  |                    |        |   |  |  |  |      |  |   |       
|                                  | Hotel revenues     |  | $                  | 71,986 |   |  |  |  |      |  | $ | 72,743 |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 59.87  |   |  |  |  |      |  | $ | 58.72  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 62.2   | % |  |  |  |      |  |   | 62.6   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 96.26  |   |  |  |  |      |  | $ | 93.75  |  
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Comparable Hotels (30 hotels) (b) |                    |  |                    |        |   |  |  |  |      |  |   |       
|                                  | Hotel revenues     |  | $                  | 67,394 |   |  |  |  |      |  | $ | 68,447 |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 59.27  |   |  |  |  |      |  | $ | 58.66  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 61.9   | % |  |  |  |      |  |   | 62.9   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 95.81  |   |  |  |  |      |  | $ | 93.24  |  
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Doubletree Portfolio (10 hotels)  |                    |  |                    |        |   |  |  |  |      |  |   |       
|                                  | Hotel revenues     |  | $                  | 25,187 |   |  |  |  |      |  | $ | 25,364 |  
|                                 
|                                 
|                                 
|                                 
|                                  | REVPAR             |  | $                  | 55.80  |   |  |  |  |      |  | $ | 53.60  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy          |  |                    | 64.4   | % |  |  |  |      |  |   | 64.8   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate |  | $                  | 86.63  |   |  |  |  |      |  | $ | 82.77  |  



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




BMC

Quarter Ended March 31, 2001 Compared to 2000

For the quarter ended March 31, 2001, BMCs hotel revenues decreased 3.0%,
to $58.0 million, compared to $59.8 million for the same period in 2000. The
decrease was primarily because of the drop in hotel revenue due to the sale of
the Daytona Beach Radisson Resort, which was sold in January 2001.

Percentage lease expense for the quarter ended March 31, 2001 decreased
2.0%, to $16.8 million, compared to $17.1 million for the same period in 2000,
primarily due to the loss in hotel revenue from the sale of Daytona.
Departmental and other hotel operating expenses, consisting primarily of rooms
expenses, food and beverage costs, franchise fees, utilities, repairs and
maintenance, management fees, and other general and administrative expenses of
the hotels were $44.4 million in the quarter ended March 31, 2001 compared to
$44.0 million for the same period in 2000. As a percent of hotel revenues, the
departmental and other hotel operating expenses increased to 76.5% in 2001 from
73.4% in 2000, resulting in a net loss of $1.0 million for the quarter ended
March 31, 2001 compared to a net loss of $.7 million in 2000.




LIQUIDITY AND CAPITAL RESOURCES

Our principal source of cash to meet our cash requirements, including
distributions to shareholders, is our

21



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share of the Partnerships cash flow from the percentage leases. The lessees
obligations under the percentage leases are unsecured and the lessees ability
to make rent payments to the Partnership under the percentage leases are
dependent on the lessees ability to generate sufficient cash flow from the
operation of the hotels.

Westboy, LLC (Westboy), a wholly-owned subsidiary of BMC, leases ten
Doubletree-licensed hotels owned by Red Lion Inns Operating L.P (OLP)
pursuant to a percentage lease agreement. The initial term of Westboys
percentage lease agreement expires December 31, 2002. Westboy has the option,
but not the obligation, to renew the lease for additional five-year terms, or
may negotiate new terms acceptable to both Westboy and OLP. Refer to Note 4 of
the Notes to Consolidated Financial Statements of BMC included in this Form
10-Q for selected financial information related to Westboy. For the quarter
ended March 31, 2001, Westboy recognized a net loss of $.8 million. In the
opinion of management, Westboy should be able to continue making its percentage
lease payments over the next 12 months. However, there can be no assurance
that Westboy will be able to continue making percentage lease payments at the
current rate over the long term. In addition, no assurance can be given that
the new lease terms with Westboy, or any other party, after 2002 will be made
at the current rate.

As of March 2001, we had $2.3 million of unrestricted cash and cash
equivalents, $6.8 million of restricted cash for the payment of capital
expenditures, real estate taxes and insurance, and we had outstanding
borrowings totaling $21.0 million and $281.4 million against our credit
facility and term notes payable, respectively.

We have a $100 million credit facility available, 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 4 and 5, respectively, of
the Notes to Consolidated Financial Statements of Boykin Lodging Company
included in this Form 10-Q. We may seek to negotiate additional credit
facilities or issue debt instruments. Any debt incurred or issued by us may be
secured or unsecured, long-term, medium-term or short-term, bear interest at a
fixed or variable rate, and be subject to such other terms as the Board of
Directors considers prudent. 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.

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.

In 2001, we expect to spend approximately $20 million on renovations at
our hotels. This figure excludes the Pink Shell and Chicago Executive Plaza
projects discussed below, but this includes renovating the guestrooms and
public space at our newly-acquired Doubletree Guest Suites in Southfield,
Michigan at a cost of approximately $5.5 million, which will be reflagged as an
Embassy Suites. It also includes completing guestroom renovations at our
Berkeley Marina Radisson, Hunt Valley Marriott and Columbus Marriott, which
were substantially complete at the end of the first quarter. We expect to use
cash available from operations and restricted capital expenditure reserves, as
well as borrowings under our line of credit, to fund our remaining 2001
renovations.

Over the past two years, we have perfected zoning rights to expand our
Pink Shell Beach Resort by 33 rooms. If we proceed with the project, our plan
is to demolish 59 cottage units, or about 28% of the rooms at the resort. We
would then construct a 92-unit tower that would significantly upgrade the
character of the resort and sell these units as condos, with the expectation
that the condo owners would put their unused room nights back to the resort.
We would use our line of credit to fund the approximately mid-$20 million
project cost, use the proceeds from the condo sales to pay back the line of
credit, expect to reap a significant gain on the sale of the condos, and
ultimately expect to increase our bottom line at the resort. As with any
renovation, the shorter-term effects may be lower REVPAR and revenues, due to
the demolition of the cottage units. We plan to make the decision to proceed
with this project when we have pre-sold a significant portion of condos and,
although we are very encouraged by the preliminary interest we have seen, we
dont expect to know that until late second quarter/early third quarter of
2001.

In the fall of 2001, we expect to commence an approximate $15 million
renovation of the Executive Plaza Hotel

22



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in Chicago, Illinois, of which we would provide approximately $3 million
of equity funding utilizing availability under our line of credit.

Based upon our REVPAR growth assumptions discussed above, FFO for 2001
should be approximately $44 million to $45 million.




INFLATION

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

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




SEASONALITY

Our hotels operations historically have been seasonal. Twenty-eight of
our hotels maintain higher occupancy rates during the second and third
quarters. The 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 lease payments received under the
percentage leases. To the extent that cash flow from operations is insufficient
to make distributions during any quarter because of temporary or seasonal
fluctuations in percentage lease revenue, we expect to utilize cash on hand or
borrowings to make those distributions. No assurance can be given that we will
make distributions in the future at the current rate, or at all.




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 $100
million secured credit facility, our $45 million secured term loan, our $108
million term loan and our 43.75% share of Boykin Chicagos $30 million term
note payable.

We have entered into both variable and fixed rate debt arrangements to
allow us to optimize the balance of using variable rate debt versus fixed rate
debt. Our variable rate debt allows us to maximize financial flexibility when
selling properties and minimize potential prepayment penalties on fixed rate
loans. Our $130 million, 6.9% fixed rate term note allows us to minimize our
interest rate risk exposure. 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%. Based on the new interest
protection, approximately 70% and 68% of our outstanding debt at March 31, 2001
and December 31, 2000 is fixed-rate in nature. The weighted average interest
rate of our variable rate debt was 8.2% for the quarter ended March 31, 2001.

We review interest rate exposure quarterly in an effort to minimize the
risk of interest rate fluctuations. It is our policy to manage our exposure to
fluctuations in market interest rates on our borrowings through the use of
fixed rate debt instruments, to the extent that reasonably favorable rates are
obtainable with such arrangements, and after considering the need for financial
flexibility related to our debt arrangements. We may enter into forward
interest rate agreements, or similar agreements, to hedge our variable rate
debt instruments where we believe the risk of adverse changes in market rates
is significant. Under a forward interest rate agreement, if the referenced
interest rate increases, we would be entitled to a receipt in settlement of the
agreement that economically would offset the higher financing cost of the debt
issued. If the referenced interest rate decreases, we would make payments in
settlement of the agreement, creating an expense that economically would offset
the reduced financing cost of the debt issued. Other than the interest
protection agreement discussed above, we do not have any other material
market-sensitive financial instruments.

23



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##### Table of Contents



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 $.2 million, based upon the balances outstanding on our
variable rate instruments at March 31, 2001.




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.

24



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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                                                                                                                    
|   
|   
|    | (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.                                                                                                                                      



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------
|
| |     |  | None.              

25



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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, 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 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.

|             |  |                                                                                                                      
|------------ |  | ---------------------------------------------------------------------------------------------------------------------
|May 15, 2001 |  | /s/ Robert W.
Boykin
Robert W. Boykin
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
|            
|            
|May 15, 2001 |  | /s/ Paul A.
ONeil
Paul A. ONeil
Chief Financial Officer and Treasurer
(Principal Accounting Officer)               

26



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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                                                                                                                   
|   
|   
|    |  | (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.                                                                                                                                      

27