##### Table of Contents



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

FORM 10-Q

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

Commission file number 001-11975

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

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

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

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

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

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





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TABLE OF CONTENTS



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



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##### Table of Contents






PART I




ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

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





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##### Table of Contents






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

|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |          |         | 
|------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | -------- | ------- | 
|                                                                                                                                     |                                                                                                                                                                                        |                            |         | (Unaudited) |         |              |         |         
|                                                                                                                                     |                                                                                                                                                                                        |                            |         | June 30,    |         | December 31,
|                                                                                                                                     |                                                                                                                                                                                        |                            |         | 2003        |         | 2002        
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |             
|ASSETS                                                                                                                               |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|Investment in hotel properties                                                                                                       |                                                                                                                                                                                        | $                          | 613,347 |             |         | $            | 604,621 |         
|                                                                                                                                     | Accumulated depreciation                                                                                                                                                               |                            |         | (144,963    | )       |              |         | (129,327 | )      
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|Investment in hotel properties, net                                                                                                  |                                                                                                                                                                                        |                            | 468,384 |             |         |              | 475,294 |         
|Cash and cash equivalents                                                                                                            |                                                                                                                                                                                        |                            | 17,313  |             |         |              | 25,453  |         
|Restricted cash                                                                                                                      |                                                                                                                                                                                        |                            | 16,113  |             |         |              | 13,492  |         
|Accounts receivable, net of allowance for doubtful accounts of
$195 and $414 as of June 30, 2003 and December 31, 2002,
respectively |                                                                                                                                                                                        |                            | 21,763  |             |         |              | 9,136   |         
|Receivable from related party related to lease terminations                                                                          |                                                                                                                                                                                        |                            |        |             |         |              | 6       |         
|Rent receivable from lessees                                                                                                         |                                                                                                                                                                                        |                            | 332     |             |         |              | 154     |         
|Inventories                                                                                                                          |                                                                                                                                                                                        |                            | 1,898   |             |         |              | 2,074   |         
|Deferred financing costs and other, net                                                                                              |                                                                                                                                                                                        |                            | 2,050   |             |         |              | 2,919   |         
|Investment in unconsolidated joint ventures                                                                                          |                                                                                                                                                                                        |                            | 16,700  |             |         |              | 17,156  |         
|Other assets                                                                                                                         |                                                                                                                                                                                        |                            | 8,367   |             |         |              | 12,965  |         
|Assets of discontinued operations, net                                                                                               |                                                                                                                                                                                        |                            |        |             |         |              | 16,860  |         
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|                                                                                                                                     |                                                                                                                                                                                        | $                          | 552,920 |             |         | $            | 575,509 |         
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                 |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|Borrowings against credit facility                                                                                                   |                                                                                                                                                                                        | $                          | 4,000   |             |         | $            |        |         
|Term notes payable                                                                                                                   |                                                                                                                                                                                        |                            | 259,832 |             |         |              | 257,952 |         
|Accounts payable and accrued expenses                                                                                                |                                                                                                                                                                                        |                            | 36,696  |             |         |              | 37,275  |         
|Accounts payable to related party                                                                                                    |                                                                                                                                                                                        |                            | 923     |             |         |              | 678     |         
|Dividends/distributions payable                                                                                                      |                                                                                                                                                                                        |                            | 1,188   |             |         |              | 4,747   |         
|Due to lessees                                                                                                                       |                                                                                                                                                                                        |                            | 113     |             |         |              | 281     |         
|Deferred lease revenue                                                                                                               |                                                                                                                                                                                        |                            | 284     |             |         |              |        |         
|Minority interest in joint ventures                                                                                                  |                                                                                                                                                                                        |                            | 2,403   |             |         |              | 2,419   |         
|Minority interest in operating partnership                                                                                           |                                                                                                                                                                                        |                            | 12,457  |             |         |              | 14,202  |         
|Liabilities of discontinued operations                                                                                               |                                                                                                                                                                                        |                            |        |             |         |              | 17,664  |         
|SHAREHOLDERS EQUITY:                                                                                                                |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|                                                                                                                                     | Preferred shares, without par value; 10,000,000 shares
authorized; 181,000 shares issued and outstanding as of
June 30, 2003 and December 31, 2002 (liquidation
preference of $45,250) |                            |         |            |         |              |         |         |        
|                                                                                                                                     | Common shares, without par value; 40,000,000 shares
authorized; 17,340,050 and 17,276,407 shares outstanding
as of June 30, 2003 and December 31, 2002, respectively                   |                            |         |            |         |              |         |         |        
|                                                                                                                                     | Additional paid-in capital                                                                                                                                                             |                            |         | 357,298     |         |              |         | 356,228  |        
|                                                                                                                                     | Distributions and losses in excess of income                                                                                                                                           |                            |         | (120,500    | )       |              |         | (112,970 | )      
|                                                                                                                                     | Other comprehensive loss                                                                                                                                                               |                            |         |            |         |              |         | (1,773   | )      
|                                                                                                                                     | Unearned compensation  restricted shares                                                                                                                                              |                            |         | (1,774      | )       |              |         | (1,194   | )      
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|                                                                                                                                     |                                                                                                                                                                                        | Total shareholders equity |         |             | 235,024 |              |         |          | 240,291 | 
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         
|                                                                                                                                     |                                                                                                                                                                                        | $                          | 552,920 |             |         | $            | 575,509 |         
|                                                                                                                                     |                                                                                                                                                                                        |                            |         |             |         |              |         |         

See notes to consolidated financial statements.

3



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##### Table of Contents






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

|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ---- | ------------------ | ------ | ---------------- | ----- | ------ | ------ | ---- | ------ | ------- | ------- |  | ----- | ------- | ------- | 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      | Three Months Ended |        | Six Months Ended
|                                                                            |                                                                                                                                                                                                                                         |                                  |      | June 30,           |        | June 30,        
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      | 2003               |        | 2002             |       | 2003   |        | 2002
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |     
|Revenues:                                                                   |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |        
|                                                                            | Hotel revenues                                                                                                                                                                                                                          |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |        
|                                                                            |                                                                                                                                                                                                                                         | Rooms                            |      | $                  | 40,720 |                  |       | $      | 41,081 |      |        | $       | 76,555  |  |       | $       | 76,770  | 
|                                                                            |                                                                                                                                                                                                                                         | Food and beverage                |      |                    | 19,996 |                  |       |        | 19,677 |      |        |         | 36,992  |  |       |         | 36,046  | 
|                                                                            |                                                                                                                                                                                                                                         | Other                            |      |                    | 3,555  |                  |       |        | 3,617  |      |        |         | 6,401   |  |       |         | 6,277   | 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|                                                                            | Total hotel revenues                                                                                                                                                                                                                    |                                  |      | 64,271             |        |                  |       | 64,375 |        |      |        | 119,948 |         |  |       | 119,093 |        
|                                                                            | Lease revenue                                                                                                                                                                                                                           |                                  |      | 337                |        |                  |       | 1,385  |        |      |        | 674     |         |  |       | 2,668   |        
|                                                                            | Revenues from condominium development and unit sales                                                                                                                                                                                    |                                  |      | 7,286              |        |                  |       | 445    |        |      |        | 17,096  |         |  |       | 3,675   |        
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|                                                                            |                                                                                                                                                                                                                                         | Total revenues                   |      |                    | 71,894 |                  |       |        | 66,205 |      |        |         | 137,718 |  |       |         | 125,436 | 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|Expenses:                                                                   |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |        
|                                                                            | Hotel operating expenses                                                                                                                                                                                                                |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |        
|                                                                            |                                                                                                                                                                                                                                         | Rooms                            |      |                    | 10,067 |                  |       |        | 9,393  |      |        |         | 19,357  |  |       |         | 17,976  | 
|                                                                            |                                                                                                                                                                                                                                         | Food and beverage                |      |                    | 14,106 |                  |       |        | 13,376 |      |        |         | 26,967  |  |       |         | 25,348  | 
|                                                                            |                                                                                                                                                                                                                                         | Other direct                     |      |                    | 2,319  |                  |       |        | 2,321  |      |        |         | 4,075   |  |       |         | 4,119   | 
|                                                                            |                                                                                                                                                                                                                                         | Indirect                         |      |                    | 18,809 |                  |       |        | 17,640 |      |        |         | 37,003  |  |       |         | 34,113  | 
|                                                                            |                                                                                                                                                                                                                                         | Management fees to related party |      |                    | 1,212  |                  |       |        | 1,169  |      |        |         | 2,151   |  |       |         | 2,003   | 
|                                                                            |                                                                                                                                                                                                                                         | Management fees to third parties |      |                    | 527    |                  |       |        | 882    |      |        |         | 1,254   |  |       |         | 1,617   | 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|                                                                            | Total hotel operating expenses                                                                                                                                                                                                          |                                  |      | 47,040             |        |                  |       | 44,781 |        |      |        | 90,807  |         |  |       | 85,176  |        
|                                                                            | Property taxes, insurance and other                                                                                                                                                                                                     |                                  |      | 4,309              |        |                  |       | 4,094  |        |      |        | 8,610   |         |  |       | 8,083   |        
|                                                                            | Cost of condominium development and unit sales                                                                                                                                                                                          |                                  |      | 5,353              |        |                  |       | 332    |        |      |        | 11,685  |         |  |       | 2,774   |        
|                                                                            | Real estate related depreciation and amortization                                                                                                                                                                                       |                                  |      | 8,979              |        |                  |       | 6,786  |        |      |        | 16,074  |         |  |       | 13,581  |        
|                                                                            | Corporate general and administrative                                                                                                                                                                                                    |                                  |      | 2,106              |        |                  |       | 1,738  |        |      |        | 3,822   |         |  |       | 3,752   |        
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|                                                                            |                                                                                                                                                                                                                                         | Total operating expenses         |      |                    | 67,787 |                  |       |        | 57,731 |      |        |         | 130,998 |  |       |         | 113,366 | 
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|                                                                            |                                                                                                                                                                                                                                         | Operating income                 |      |                    | 4,107  |                  |       |        | 8,474  |      |        |         | 6,720   |  |       |         | 12,070  | 
|                                                                            | Interest income                                                                                                                                                                                                                         |                                  |      | 55                 |        |                  |       | 87     |        |      |        | 119     |         |  |       | 161     |        
|                                                                            | Other income                                                                                                                                                                                                                            |                                  |      | 101                |        |                  |       | 237    |        |      |        | 191     |         |  |       | 425     |        
|                                                                            | Interest expense                                                                                                                                                                                                                        |                                  |      | (4,381             | )      |                  |       | (4,898 | )      |      |        | (8,697  | )       |  |       | (9,698  | )      
|                                                                            | Amortization of deferred financing costs                                                                                                                                                                                                |                                  |      | (725               | )      |                  |       | (506   | )      |      |        | (1,409  | )       |  |       | (1,006  | )      
|                                                                            | Minority interest in earnings of joint ventures                                                                                                                                                                                         |                                  |      | (19                | )      |                  |       | (11    | )      |      |        | (39     | )       |  |       | (40     | )      
|                                                                            | Minority interest in (earnings) loss of operating partnership                                                                                                                                                                           |                                  |      | 358                |        |                  |       | (337   | )      |      |        | 1,288   |         |  |       | 104     |        
|                                                                            | Equity in earnings (loss) of unconsolidated joint ventures                                                                                                                                                                              |                                  |      | 135                |        |                  |       | (353   | )      |      |        | (709    | )       |  |       | (989    | )      
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|Income (loss) before gain on disposal of assets and discontinued operations |                                                                                                                                                                                                                                         |                                  | (369 | )                  |        |                  | 2,693 |        |        |      | (2,536 | )       |         |  | 1,027 |        
|                                                                            | Gain on disposal of assets                                                                                                                                                                                                              |                                  |      | 343                |        |                  |       |       |        |      |        | 376     |         |  |       |        |        
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 
|Income (loss) before discontinued operations                                |                                                                                                                                                                                                                                         |                                  | (26  | )                  |        |                  | 2,693 |        |        |      | (2,160 | )       |         |  | 1,027 |        
|                                                                            | Discontinued operations:                                                                                                                                                                                                                |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |        
|                                                                            | Income (loss) from discontinued operations, net of minority interest
income (expense) of $8 and $110, for the three and six months ended June
30, 2003 and $(37) and $13 for the three and six months ended June 30,
2002, respectively |                                  |      | (43                | )      |                  |       | 205    |        |      |        | (622    | )       |  |       | (74     | )      
|                                                                            | Gain (loss) on sale of assets, net of minority interest income (expense)
of $66 and $(142) for the three and six months ended June 30, 2003,
respectively                                                                               |                                  |      | (373               | )      |                  |       |       |        |      |        | 802     |         |  |       |        |        
|                                                                            |                                                                                                                                                                                                                                         |                                  |      |                    |        |                  |       |        |        |      |        |         |         |  |       |         |         | 





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##### Table of Contents



|                                                                                             |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |        |  | 
|-------------------------------------------------------------------------------------------- | ------------------- | - | ------ | ------------------ | - | ---------------- | ----- | ------ |  | ---- | ------ | ------ | - | - | --- | ------ |  | 
|                                                                                             |                     |   |        | Three Months Ended |   | Six Months Ended
|                                                                                             |                     |   |        | June 30,           |   | June 30,        
|                                                                                             |                     |   |        |                    |   |                 
|                                                                                             |                     |   |        | 2003               |   | 2002             |       | 2003   |  | 2002
|                                                                                             |                     |   |        |                    |   |                  |       |        |  |     
|Net income (loss)                                                                            |                     | $ | (442   | )                  |   | $                | 2,898 |        |  | $    | (1,980 | )      |   | $ | 953 |       
|                                                                                             |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |        |  | 
|                                                                                             | Preferred dividends |   |        | (1,188             | ) |                  |       |       |  |      |        | (2,376 | ) |   |     |       | 
|                                                                                             |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |        |  | 
|Net income (loss) applicable to common shareholders                                          |                     | $ | (1,630 | )                  |   | $                | 2,898 |        |  | $    | (4,356 | )      |   | $ | 953 |       
|                                                                                             |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |        |  | 
|Net income (loss) per share applicable to common shareholders before discontinued operations |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |       
|                                                                                             | Basic               |   | $      | (0.07              | ) |                  | $     | 0.16   |  |      | $      | (0.26  | ) |   | $   | 0.06   | 
|                                                                                             | Diluted             |   | $      | (0.07              | ) |                  | $     | 0.16   |  |      | $      | (0.26  | ) |   | $   | 0.06   | 
|Discontinued operations per share                                                            |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |       
|                                                                                             | Basic               |   | $      | (0.02              | ) |                  | $     | 0.01   |  |      | $      | 0.01   |   |   | $   | 0.00   | 
|                                                                                             | Diluted             |   | $      | (0.02              | ) |                  | $     | 0.01   |  |      | $      | 0.01   |   |   | $   | 0.00   | 
|Net income (loss) per share applicable to common shareholders*                               |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |       
|                                                                                             | Basic               |   | $      | (0.09              | ) |                  | $     | 0.17   |  |      | $      | (0.25  | ) |   | $   | 0.06   | 
|                                                                                             | Diluted             |   | $      | (0.09              | ) |                  | $     | 0.17   |  |      | $      | (0.25  | ) |   | $   | 0.05   | 
|Weighted average number of common shares outstanding                                         |                     |   |        |                    |   |                  |       |        |  |      |        |        |   |   |     |       
|                                                                                             | Basic               |   |        | 17,339             |   |                  |       | 17,239 |  |      |        | 17,328 |   |   |     | 17,228 | 
|                                                                                             | Diluted             |   |        | 17,420             |   |                  |       | 17,379 |  |      |        | 17,418 |   |   |     | 17,336 | 



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|* |  | Per share amounts may not add due to rounding
|- |  | ---------------------------------------------

See notes to consolidated financial statements.

4



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##### Table of Contents






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

|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |        |        |  
|---------------------------- | --------------------------------------------------------- | ------------------------------------------ | ------- | ---------------- | - | ------------- | ---------- | --------------- | - | ------------------- | ------- | ----------- | - | ------------ | -------- | ------------------- | ------ | -------- | ------ | - | ----- | - | ------ | ---- | - | - | ------- | ------ | ------ | -
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          | Distributions and   |        |          |        |   |       |   |        |      |   |   |         |       
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         | Additional  |   | Losses       |          | Other Comprehensive |        | Unearned |        |   |       |  
|                             |                                                           |                                            |         | Preferred Shares |   | Common Shares |            | Paid-In Capital |   | In Excess of Income |         | Gain/(Loss) |   | Compensation |          | Total              
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                    
|Balance at December 31, 2002 |                                                           |                                            | 181,000 |                  |   |               | 17,276,407 |                 |   | $                   | 356,228 |             |   | $            | (112,970 | )                   |        | $        | (1,773 | ) |       | $ | (1,194 | )    |   | $ | 240,291 |       
|                             | Issuance of common
shares, net of offering
expenses of $2 |                                            |         |                 |   |               |            | 72,379          |   |                     |         | 1,145       |   |              |          |                    |        |          |        |  |       |   |        | (990 | ) |   |         | 155    |       
|                             | Common share purchases
for treasury                       |                                            |         |                 |   |               |            | (8,736          | ) |                     |         | (75         | ) |              |          |                    |        |          |        |  |       |   |        |     |   |   |         | (75    | )     
|                             | Dividends declared                                        |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |        |       
|                             |                                                           | $0.18 per common share                    |         |                  |  |               |            |                 |  |                     |         |             |  |              |          |                     | (3,174 | )        |        |   |      |   |        |      |  |   |         |        | (3,174 | )
|                             |                                                           | $13.125 per Class A
preferred share       |         |                  |  |               |            |                 |  |                     |         |             |  |              |          |                     | (2,376 | )        |        |   |      |   |        |      |  |   |         |        | (2,376 | )
|                             | Amortization of unearned
compensation                     |                                            |         |                 |   |               |            |                |   |                     |         |            |   |              |          |                    |        |          |        |  |       |   |        | 410  |   |   |         | 410    |       
|                             | Net loss                                                  |                                            |         |                 |   |               |            |                |   |                     |         |            |   |              |          | (1,980              | )      |          |        |  |       |   |        |     |   |   |         | (1,980 | )     
|                             | Other comprehensive
income                                |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |        |       
|                             |                                                           | Net unrealized gain
on interest rate swap |         |                  |  |               |            |                 |  |                     |         |             |  |              |          |                     |       |          |        |   | 1,773 |   |        |      |  |   |         |        | 1,773  |  
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |       
|                             | Total comprehensive loss                                  |                                            |         |                 |   |               |            |                |   |                     |         |            |   |              |          |                    |        |          |        |  |       |   |        |     |   |   |         | (207   | )     
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |       
|Balance at June 30, 2003     |                                                           |                                            | 181,000 |                  |   |               | 17,340,050 |                 |   | $                   | 357,298 |             |   | $            | (120,500 | )                   |        | $        |       |   |       | $ | (1,774 | )    |   | $ | 235,024 |       
|                             |                                                           |                                            |         |                  |   |               |            |                 |   |                     |         |             |   |              |          |                     |        |          |        |   |       |   |        |      |   |   |         |       

See notes to consolidated financial statements.

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

|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |        |        |  
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------- | ------- | ------ | ------ | ------ | ------ | ------ | ------ | -
|                                                         |                                                                                               |                                                 |                                       |         | 2003   |        | 2002  
|                                                         |                                                                                               |                                                 |                                       |         |        |        |       
|Cash flows from operating activities:                    |                                                                                               |                                                 |                                       |         |        |        |        |       
|                                                         | Net income (loss)                                                                             |                                                 | $                                     | (1,980  | )      |        | $      | 953    |       
|                                                         | Adjustments to reconcile net income (loss) to net cash
flow provided by operating activities- |                                                 |                                       |         |        |        |        |        |       
|                                                         |                                                                                               | Gain on disposal/sale of assets                 |                                       |         | (1,320 | )      |        |        |       |       
|                                                         |                                                                                               | Depreciation and amortization                   |                                       |         | 17,845 |        |        |        | 15,079 |       
|                                                         |                                                                                               | Amortization of unearned compensation           |                                       |         | 410    |        |        |        | 685    |       
|                                                         |                                                                                               | Equity in loss of unconsolidated joint ventures |                                       |         | 709    |        |        |        | 989    |       
|                                                         |                                                                                               | Deferred lease revenue                          |                                       |         | 284    |        |        |        | 262    |       
|                                                         |                                                                                               | Minority interests                              |                                       |         | (1,217 | )      |        |        | (77    | )     
|                                                         |                                                                                               | Changes in assets and liabilities-              |                                       |         |        |        |        |        |        |       
|                                                         |                                                                                               |                                                 | Accounts receivable and inventories   |         |        | 853    |        |        |        | 390    |  
|                                                         |                                                                                               |                                                 | Restricted cash                       |         |        | (2,621 | )      |        |        | 1,917  |  
|                                                         |                                                                                               |                                                 | Accounts payable and accrued expenses |         |        | 650    |        |        |        | (1,387 | )
|                                                         |                                                                                               |                                                 | Amounts due to/from lessees           |         |        | (340   | )      |        |        | 2,376  |  
|                                                         |                                                                                               |                                                 | Other                                 |         |        | (8,467 | )      |        |        | 1,815  |  
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Net cash flow provided by operating activities           |                                                                                               |                                                 | 4,806                                 |         |        |        | 23,002 |       
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Cash flows from investing activities:                    |                                                                                               |                                                 |                                       |         |        |        |        |       
|                                                         | Cash assumed in connection with termination of leases                                         |                                                 |                                       |        |        |        |        | 5,765  |       
|                                                         | Investment in unconsolidated joint ventures                                                   |                                                 |                                       | (481    | )      |        |        | (3,500 | )     
|                                                         | Distributions received from unconsolidated joint ventures                                     |                                                 |                                       | 209     |        |        |        | 148    |       
|                                                         | Improvements and additions to hotel properties, net                                           |                                                 |                                       | (8,895  | )      |        |        | (5,306 | )     
|                                                         | Net proceeds from sale of assets                                                              |                                                 |                                       | 17,408  |        |        |        |       |       
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Net cash flow provided by (used in) investing activities |                                                                                               |                                                 | 8,241                                 |         |        |        | (2,893 | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Cash flows from financing activities:                    |                                                                                               |                                                 |                                       |         |        |        |        |       
|                                                         | Payments of dividends and distributions                                                       |                                                 |                                       | (9,598  | )      |        |        |       |       
|                                                         | Net borrowings against credit facility                                                        |                                                 |                                       | 4,000   |        |        |        | 1,000  |       
|                                                         | Repayments of term notes                                                                      |                                                 |                                       | (17,999 | )      |        |        | (1,049 | )     
|                                                         | Borrowings against term notes                                                                 |                                                 |                                       | 3,004   |        |        |        |       |       
|                                                         | Payment of deferred financing costs                                                           |                                                 |                                       | (619    | )      |        |        | (445   | )     
|                                                         | Net proceeds from issuance of common shares                                                   |                                                 |                                       | 155     |        |        |        | 134    |       
|                                                         | Cash payment for common share purchases                                                       |                                                 |                                       | (75     | )      |        |        | (161   | )     
|                                                         | Distributions to joint venture minority interest partners                                     |                                                 |                                       | (55     | )      |        |        | (171   | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Net cash flow used in financing activities               |                                                                                               |                                                 | (21,187                               | )       |        |        | (692   | )     
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Net change in cash and cash equivalents                  |                                                                                               | $                                               | (8,140                                | )       |        | $      | 19,417 |       
|Cash and cash equivalents, beginning of period           |                                                                                               |                                                 | 25,453                                |         |        |        | 3,610  |       
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       
|Cash and cash equivalents, end of period                 |                                                                                               | $                                               | 17,313                                |         |        | $      | 23,027 |       
|                                                         |                                                                                               |                                                 |                                       |         |        |        |        |        |       

See notes to consolidated financial statements.

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

1. BACKGROUND:

Boykin Lodging Company, an Ohio corporation (together with its
subsidiaries Boykin), is a real estate investment trust (REIT) that owns
hotels throughout the United States of America. As of June 30, 2003, Boykin
owned interests in 30 hotels containing a total of 8,668 guest rooms located in
18 states.

Formation and Significant Events

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

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

Consolidated Joint Ventures

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

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

Unconsolidated Joint Ventures

Boykin has a 25% ownership interest in a joint venture with AEW Partners
III, L.P. (AEW), an investment partnership managed by AEW Capital Management,
L.P., a Boston-based real estate investment firm. The Boykin/AEW venture has a
75% ownership interest in Boykin Chicago, LLC, which owns Hotel 71, located in
downtown Chicago. Boykin owns the remaining 25% ownership interest in Boykin
Chicago, LLC thereby resulting in Boykins total ownership percentage in the
hotel of 43.75%. Boykin Chicago, LLC has entered into a management agreement
with Boykin Management Company Limited Liability Company (BMC) to manage
Hotel 71. Management and other fees earned by BMC for the three and six month
period ended June 30, 2003 totaled $129 and $203, respectively. For the six
months ended June 30, 2003, fees of $9 were paid to a wholly-owned subsidiary
of BMC for design services related to capital improvements at the hotel. An
additional $1 was paid for other services provided pursuant to the management
agreements.

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

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

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

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

|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 
|------------------------------------------------ |  | ---------- | ------ | -------------- |  | -------- | ------ | ------------ |  | - | ------ |  |  | - | ------ | 
|                                                 |  | Boykin/AEW |        | Boykin/Concord
|                                                 |  |            |        |               
|                                                 |  | June 30,   |        | December 31,   |  | June 30, |        | December 31,
|                                                 |  | 2003       |        | 2002           |  | 2003     |        | 2002        
|                                                 |  |            |        |                |  |          |        |             
|Total assets                                     |  | $          | 70,487 |                |  | $        | 70,058 |              |  | $ | 22,806 |  |  | $ | 23,762 | 
|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 
|Accrued expenses                                 |  |            | 2,768  |                |  |          | 3,285  |              |  |   | 335    |  |  |   | 356    | 
|Outstanding debt                                 |  |            | 37,754 |                |  |          | 36,656 |              |  |   | 16,954 |  |  |   | 17,138 | 
|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 
|Total liabilities                                |  |            | 40,522 |                |  |          | 39,941 |              |  |   | 17,289 |  |  |   | 17,494 | 
|Equity                                           |  |            | 29,965 |                |  |          | 30,117 |              |  |   | 5,517  |  |  |   | 6,268  | 
|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 
|Boykins share of equity                         |  |            | 12,929 |                |  |          | 12,992 |              |  |   | 2,759  |  |  |   | 3,134  | 
|Boykins additional basis in
Boykin Chicago, LLC |  |            | 1,012  |                |  |          | 1,030  |              |  |   |       |  |  |   |       | 
|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 
|Investment in unconsolidated joint
venture       |  | $          | 13,941 |                |  | $        | 14,022 |              |  | $ | 2,759  |  |  | $ | 3,134  | 
|                                                 |  |            |        |                |  |          |        |              |  |   |        |  |  |   |        | 

|                                    |  |              |        |                |  |              |        |            |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------------ | ------ | -------------- |  | ------------ | ------ | ---------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | - | ----- | - |  | - | ----- | - |  | - | ------ | - |  | - | ------ | -
|                                    |  | Boykin/AEW   |        | Boykin/Concord
|                                    |  |              |        |               
|                                    |  | Three Months |        | Six Months     |  | Three Months |        | Six Months
|                                    |  | Ended        |        | Ended          |  | Ended        |        | Ended     
|                                    |  | June 30,     |        | June 30,       |  | June 30,     |        | June 30,  
|                                    |  |              |        |                |  |              |        |           
|                                    |  | 2003         |        | 2002           |  | 2003         |        | 2002       |  | 2003 |        | 2002 |  | 2003 |        | 2002
|                                    |  |              |        |                |  |              |        |            |  |      |        |      |  |      |        |     
|Revenues                            |  | $            | 4,241  |                |  | $            | 2,261  |            |  | $    | 6,636  |      |  | $    | 3,917  |      |  | $ | 1,783 |   |  | $ | 1,620 |   |  | $ | 3,169  |   |  | $ | 2,222  |  
|Hotel operating expenses            |  |              | (2,476 | )              |  |              | (1,813 | )          |  |      | (4,752 | )    |  |      | (3,341 | )    |  |   | (916  | ) |  |   | (950  | ) |  |   | (1,793 | ) |  |   | (1,520 | )
|Real estate related depreciation    |  |              | (778   | )              |  |              | (407   | )          |  |      | (1,549 | )    |  |      | (802   | )    |  |   | (282  | ) |  |   | (226  | ) |  |   | (586   | ) |  |   | (371   | )
|Property taxes, insurance and other |  |              | (436   | )              |  |              | (393   | )          |  |      | (566   | )    |  |      | (568   | )    |  |   | (134  | ) |  |   | (126  | ) |  |   | (276   | ) |  |   | (240   | )
|                                    |  |              |        |                |  |              |        |            |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|Operating income (loss)             |  |              | 551    |                |  |              | (352   | )          |  |      | (231   | )    |  |      | (794   | )    |  |   | 451   |   |  |   | 318   |   |  |   | 514    |   |  |   | 91     |  
|Amortization                        |  |              | (69    | )              |  |              | (100   | )          |  |      | (138   | )    |  |      | (197   | )    |  |   | (22   | ) |  |   | (21   | ) |  |   | (44    | ) |  |   | (42    | )
|Interest expense                    |  |              | (438   | )              |  |              | (400   | )          |  |      | (877   | )    |  |      | (785   | )    |  |   | (202  | ) |  |   | (202  | ) |  |   | (407   | ) |  |   | (351   | )
|Other                               |  |              | (10    | )              |  |              | (49    | )          |  |      | (6     | )    |  |      | (130   | )    |  |   | 7     |   |  |   | (17   | ) |  |   | (395   | ) |  |   | (17    | )
|                                    |  |              |        |                |  |              |        |            |  |      |        |      |  |      |        |      |  |   |       |   |  |   |       |   |  |   |        |   |  |   |        |  
|Net income (loss)                   |  |              | 34     |                |  |              | (901   | )          |  |      | (1,252 | )    |  |      | (1,906 | )    |  |   | 234   |   |  |   | 78    |   |  |   | (332   | ) |  |   | (319   | )
|Boykins share of net income (loss) |  |              | 18     |                |  |              | (392   | )          |  |      | (543   | )    |  |      | (830   | )    |  |   | 117   |   |  |   | 39    |   |  |   | (166   | ) |  |   | (159   | )

Taxable REIT Subsidiaries

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

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

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

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

Hilton Modification Agreement

On April 30, 2003, Boykin entered into an agreement (the Modification
Agreement) with Hilton to terminate the long-term management agreement related
to the ten Doubletree hotels managed by Hilton. The existing management
agreement was originally scheduled to terminate in 2012; however, Hilton had
the right to extend the agreement for up to ten five-year terms, making the
management agreement an effective 59-year encumbrance on the properties. The
termination will occur in phases and is expected to be complete by the end of
2003.

Six of the hotels, the Doubletree Sacramento, the Doubletree Omaha, the
Doubletree Colorado Springs, the Doubletree Portland Lloyd Center, the
Doubletree Boise, and the Doubletree Portland Downtown, continue to be
Doubletree hotels under license agreements which became effective May 9, 2003.
The new license agreements have terms of 20 years, have royalty fees equal to
6% of rooms revenue for the first 10 years and 5% of rooms revenue for the
remainder of the terms, and provide for standard marketing expenses. Boykin
has agreed to immediately make certain capital improvements at the properties
totaling approximately $5,000. Additionally, the license agreements provide
that Boykin will spend a minimum of 5% of total annual revenues on capital
expenditures, with certain provisions to carry over expenditures in excess of
the minimum to satisfy requirements for succeeding years. Furthermore, Boykin
has the opportunity to reduce the royalty fees under the license agreements by
up to one third, based upon future license agreements Boykin undertakes with
Hilton. On the effective date of the license agreements, Hilton ceased
managing the properties, and Boykin engaged BMC to begin managing the
properties effective May 9, 2003. The BMC management agreements provide for a base
management fee of 1.5% of total revenues plus incentive fees based upon
increases in house profit over the house profit in 2002, and are cancelable by
Boykin on 90 days notice.

The remaining four properties will change franchise affiliation and
management by the end of 2003. As part of the agreement, Boykin will make cash
payments related to the transaction of $5,660. Of these payments, $2,100
represents a cash payment in connection with terminating the management
agreements, and is payable no later than December 31, 2003, and $3,600
represents a discounted payoff of the $6,000 deferred incentive management fee,
which had been expensed by Boykin but was not yet payable to Hilton.
Offsetting these amounts is a $40 claim against Hilton for certain previously
expensed items disputed by Boykin. Westboy had additional claims against
Hilton for certain items which related to periods prior to Boykins acquisition
of Westboy, which claims, under the terms of the acquisition agreement
surrounding Westboy, were payable to Westboys previous owner, BMC. These
claims were settled for $510 and, under the terms of the Modification
Agreement, this amount was netted by Boykin from monies due to Hilton and was
paid directly to BMC by Westboy. Further, pursuant to the terms of the Westboy
acquisition agreement, BMC was entitled to the benefit of any discount received
on the deferred incentive fee received during a true up period. The aggregate
payment of $3,600 for the deferred incentive fee consists of $2,750 paid to
Hilton and $850 payable to BMC in settlement of its potential right to the
discounted payoff amount. Accounts payable and accrued expenses reflect the
reduction of the $6,000 for the settlement of the management fee and the
increase of $2,100 for the termination fee. All other payments under the
agreement were made during the quarter. The approximate gain of $150 recorded
on the transaction, net of related professional fees, is reflected in property
taxes, insurance and other expenses.

Lastly, as part of the Modification Agreement, Boykin agreed to convert
the Berkeley Marina Radisson to a Doubletree Hotel under a 15-year license
agreement. The license agreement commenced in June and provides for royalty
fees of 4% of rooms revenue, plus standard marketing fees. Boykin expects that
the change in brand affiliation will improve long-term revenues and house
profit at the Berkeley hotel.

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Due to the nature of the Modification Agreement with Hilton and the
related transactions with BMC, only the independent members of Boykins Board
of Directors considered and approved the transactions. The independent
directors received an opinion of Houlihan Lokey Howard & Zukin that the
transaction was fair, from a financial point of view. Boykin believes that the
evaluation process used and the terms of the new agreements are reasonable.

Hotel Managers

As of June 30, 2003, BMC and certain of its subsidiaries managed 22 of the
30 hotels in which Boykin has ownership interests. BMC is owned by Robert W.
Boykin, Chairman and Chief Executive Officer of Boykin (53.8%), and his
brother, John E. Boykin (46.2%). A subsidiary of Hilton Hotels Corporation
(Hilton) managed four of the hotels under management agreements that will
terminate at differing points throughout the remainder of 2003. Interstate
Hotels and Resorts, Outrigger Lodging Services, Davidson and Concord each
managed one property.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The separate financial statements of Boykin, the Partnership, Bellboy,
Hunt Valley and the consolidated joint ventures discussed above are
consolidated because Boykin exercises unilateral control over these entities.
All significant intercompany transactions and balances have been eliminated.
Boykin believes that the results of operations contained within the
financial statements reflect all costs of Boykin doing business.

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. Boykin believes that all adjustments, consisting of normal recurring
adjustments and accruals, considered necessary for a fair presentation have
been included. Operating results for the three and six-month periods ended
June 30, 2003 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003. The operations of the hotels
have historically been seasonal. The four hotels located in Florida have
historically experienced their highest occupancy in the first quarter, while
the remaining hotels have historically maintained higher occupancy rates during
the second and third quarters. For further information, refer to the
consolidated financial statements and footnotes thereto included in Boykins
annual report on Form 10-K for the year ended December 31, 2002. Certain prior
period amounts have been reclassified to conform to the current period
presentation.

Condominium Units

During 2002, Boykin began construction of a new 92-unit tower, White Sand
Villas, at its Pink Shell Beach Resort. Deposits received for the purchase of
units in the White Sand Villas are reflected as a liability on the balance
sheet. A portion of the deposits was available for use as payment of
construction costs. The portion that is not available is reflected in
restricted cash.

Condominium project revenue and expenses are recognized on the percentage
of completion method upon satisfaction of the following criteria: (a)
construction is determined to be beyond a preliminary stage, (b) the buyer is
not entitled to a refund except for nondelivery of the unit, (c) sufficient
units are under binding contract to assure the entire property will not revert
to rental property, (d) sales prices have been determined to be collectible,
and (e) aggregate sales proceeds and costs can be reasonably estimated. In
2003, revenue was recognized under percentage of completion accounting as the
project had satisfied the criteria outlined above. Percentage of completion
accounting involves the use of estimates for the relation of revenues on sold
units to total revenues of the project and for total cost of the project. The
profit margin realized on the White Sand Villas could change if actual sales
prices differ from current estimates and if estimated costs change due to a
change in scope or scheduling of the project or other factors. Boykin reported
$12,916 in revenues and $8,988 in costs under the percentage of completion
method of accounting for the six month period ended June 30, 2003.

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The amount of costs in excess of the revenue recognized on the White Sand
Villas project is $2,065 and is reflected in other assets within the
consolidated balance sheet. The outstanding accounts receivable related to the
recognition of revenue for the White Sand Villas units totaled $12,916 as of
June 30, 2003.

Revenues from condominium development and unit sales for the second
quarter of 2003 include revenues related to the sale of three Sanibel View
Villas condominium units. As of June 30, 2003, 57 of the 59 available units
were sold. The revenue related to the sale of the units is recorded upon
satisfaction of the following two criteria: (a) the profit is determinable and
(b) the earnings process is virtually complete. These criteria are generally
met at the closing of the sale. The remaining two Sanibel View Villas units
have a net book value of $285 and are reflected in other assets on the
accompanying balance sheet.

New Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. Included in SFAS No. 145 is a requirement that all
gains and losses related to extinguishments of debt (other than extinguishments
of debt items meeting the criteria in APB Opinion No. 30, Reporting the
Results of Operations  Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions (APB Opinion No. 30)) not be treated as extraordinary items.
The provisions of this statement were effective for Boykin beginning January 1,
2003. Adoption of this statement did not have a material effect on the
financial position or results of operations of Boykin for the periods
presented.

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

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

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

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|                                                    |         |   |                             |       |                           |   |           |      |           |   |        |       |   |   |     |      | 
|--------------------------------------------------- | ------- | - | --------------------------- | ----- | ------------------------- | - | --------- | ---- | --------- | - | ------ | ----- | - | - | --- | ---- | 
|                                                    |         |   | Three Months Ended June 30, |       | Six Months Ended June 30,
|                                                    |         |   |                             |       |                          
|                                                    |         |   | 2003                        |       | 2002                      |   | 2003      |      | 2002     
|                                                    |         |   |                             |       |                           |   |           |      |          
|                                                    |         |   | Pro Forma                   |       | Pro Forma                 |   | Pro Forma |      | Pro Forma
|                                                    |         |   |                             |       |                           |   |           |      |          
|Net income (loss) applicable to common shareholders |         | $ | (1,630                      | )     |                           | $ | 2,898     |      |           | $ | (4,356 | )     |   | $ | 953 |     
|Stock-based employee compensation expense           |         |   | (32                         | )     |                           |   | (38       | )    |           |   | (63    | )     |   |   | (75 | )   
|                                                    |         |   |                             |       |                           |   |           |      |           |   |        |       |   |   |     |     
|Proforma net income (loss)                          |         |   | (1,662                      | )     |                           |   | 2,860     |      |           |   | (4,419 | )     |   |   | 878 |     
|Proforma net income (loss) per common share:        |         |   |                             |       |                           |   |           |      |           |   |        |       |   |   |     |     
|                                                    | Basic   |   | $                           | (0.10 | )                         |   | $         | 0.17 |           |   | $      | (0.26 | ) |   | $   | 0.05 | 
|                                                    | Diluted |   | $                           | (0.10 | )                         |   | $         | 0.16 |           |   | $      | (0.26 | ) |   | $   | 0.05 | 

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

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

In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity, which establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability. The Statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective on July 1, 2003 for Boykin. Boykin did not enter into
new financial instruments which would fall within the scope of this statement
subsequent to May 31, 2003. Additionally, Boykin does not have existing
financial instruments which fall within the scope of this statement.

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3. EARNINGS PER SHARE:

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

|                               |                         |  |                    |        |                  |  |            |        |      |  |            |        |  |  |            |        | 
|------------------------------ | ----------------------- |  | ------------------ | ------ | ---------------- |  | ---------- | ------ | ---- |  | ---------- | ------ |  |  | ---------- | ------ | 
|                               |                         |  | Three Months Ended |        | Six Months Ended
|                               |                         |  | June 30,           |        | June 30,        
|                               |                         |  |                    |        |                 
|                               |                         |  | 2003               |        | 2002             |  | 2003       |        | 2002
|                               |                         |  |                    |        |                  |  |            |        |     
|Basic                          |                         |  | 17,339,179         |        |                  |  | 17,238,623 |        |      |  | 17,328,002 |        |  |  | 17,228,490 |       
|Effect of dilutive securities: |                         |  |                    |        |                  |  |            |        |      |  |            |        |  |  |            |       
|                               | Common stock options    |  |                    | 11,487 |                  |  |            | 78,725 |      |  |            | 15,248 |  |  |            | 54,140 | 
|                               | Restricted share grants |  |                    | 69,415 |                  |  |            | 61,478 |      |  |            | 74,957 |  |  |            | 53,357 | 
|                               |                         |  |                    |        |                  |  |            |        |      |  |            |        |  |  |            |       
|Diluted                        |                         |  | 17,420,081         |        |                  |  | 17,378,826 |        |      |  | 17,418,207 |        |  |  | 17,335,987 |       

4. PARTNERSHIP UNITS/MINORITY INTERESTS:

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

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

5. DISCONTINUED OPERATIONS:

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

During the six months ended June 30, 2003, Boykin sold the Knoxville
Hilton, the Hampton Inn Lake Norman and the Holiday Inn Lake Norman for
aggregate proceeds of $17,750. The net proceeds of these sales were applied to
the $108,000 term loan in connection with a release of the properties from the
loans collateral.

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

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

|                                                  |                                            |   |                    |     |                  |   |        |     |      |   |        |      |   |   |        |     |  
|------------------------------------------------- | ------------------------------------------ | - | ------------------ | --- | ---------------- | - | ------ | --- | ---- | - | ------ | ---- | - | - | ------ | --- | -
|                                                  |                                            |   | Three Months Ended |     | Six Months Ended
|                                                  |                                            |   | June 30,           |     | June 30,        
|                                                  |                                            |   |                    |     |                 
|                                                  |                                            |   | 2003               |     | 2002             |   | 2003   |     | 2002
|                                                  |                                            |   |                    |     |                  |   |        |     |     
|Revenues                                          |                                            | $ | 372                |     |                  | $ | 2,914  |     |      | $ | 1,405  |      |   | $ | 5,005  |    
|Hotel operating expenses                          |                                            |   | (309               | )   |                  |   | (2,000 | )   |      |   | (1,403 | )    |   |   | (3,806 | )  
|Management fees to related party                  |                                            |   | (12                | )   |                  |   | (90    | )   |      |   | (45    | )    |   |   | (156   | )  
|Property taxes, insurance and other               |                                            |   | (25                | )   |                  |   | (148   | )   |      |   | (183   | )    |   |   | (272   | )  
|Other expenses                                    |                                            |   | (2                 | )   |                  |   |       |     |      |   | (9     | )    |   |   | (9     | )  
|Interest expense                                  |                                            |   | (25                | )   |                  |   | (179   | )   |      |   | (135   | )    |   |   | (357   | )  
|Real estate related depreciation and
amortization |                                            |   | (29                | )   |                  |   | (241   | )   |      |   | (183   | )    |   |   | (464   | )  
|Amortization of deferred financing costs          |                                            |   | (21                | )   |                  |   | (14    | )   |      |   | (179   | )    |   |   | (28    | )  
|                                                  |                                            |   |                    |     |                  |   |        |     |      |   |        |      |   |   |        |    
|                                                  | Income (loss) from discontinued
operations |   |                    | (51 | )                |   |        | 242 |      |   |        | (732 | ) |   |        | (87 | )
|                                                  |                                            |   |                    |     |                  |   |        |     |      |   |        |      |   |   |        |    

|                                      |                   |   |              |        | 
|------------------------------------- | ----------------- | - | ------------ | ------ | 
|                                      |                   |   | December 31,
|                                      |                   |   | 2002        
|                                      |                   |   |             
|Accounts Receivable, net              |                   | $ | 338          |       
|Inventories                           |                   |   | 50           |       
|Other assets                          |                   |   | 90           |       
|Deferred financing costs, net         |                   |   | 228          |       
|Investment in hotel properties, net   |                   |   | 16,154       |       
|                                      |                   |   |              |       
|                                      | Total assets      |   | $            | 16,860 | 
|                                      |                   |   |              |       
|Accounts payable and accrued expenses |                   | $ | 669          |       
|Accounts payable to related party     |                   |   | 120          |       
|Term notes payable                    |                   |   | 16,875       |       
|                                      |                   |   |              |       
|                                      | Total liabilities |   | $            | 17,664 | 
|                                      |                   |   |              |       

6. CREDIT FACILITY:

As of June 30, 2003, Boykin had a revolving credit facility which enabled
it to borrow up to $65,000, subject to borrowing base and loan-to-value
limitations, at a rate that ranged between LIBOR plus 2.25% to LIBOR plus
4.00%, as defined. Boykin was required to pay a 0.25% fee on the unused portion
of the credit facility. The facility had an initial expiration date in July
2003. In July, Boykin received an extension of the initial maturity date until
October 11, 2003. Boykin intends to refinance the facility during the
extension period. In connection with the extension, Boykin reduced the size of
the facility to $36,200 from $65,000. As of June 30, 2003, the credit
facility, which had outstanding borrowings of $4,000, is secured by six hotel
properties with a net carrying value of $81,082. There were no outstanding
borrowings against the credit facility as of December 31, 2002.

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

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7. TERM NOTES PAYABLE:

Red Lion Inns Operating L.P. (OLP), a wholly-owned subsidiary of the
Partnership, has a $130,000 term loan agreement that expires in June 2023 and
may be prepaid without penalty after May 21, 2008. The outstanding balance as
of June 30, 2003 and December 31, 2002 was $123,736 and $124,860, respectively.
The loan bears interest at a fixed rate of 6.9% until May 2008, and thereafter
at a new fixed rate to be determined. The loan was secured by ten Doubletree
hotels with a net carrying value of $224,038 and $226,698 at June 30, 2003 and
December 31, 2002, respectively, and requires principal repayments based on a
25-year amortization schedule. Under covenants in the loan agreement, assets
of OLP are not available to pay the creditors of any other Boykin entity,
except to the extent of permitted cash distributions from OLP to Boykin.
Likewise, the assets of other Boykin entities are not available to pay the
creditors of OLP. The loan agreement also requires OLP to hold funds in escrow
for the payment of capital expenditures, insurance and real estate taxes. The
term note also requires OLP to maintain certain financial reporting
requirements. OLP was in compliance with these requirements at June 30, 2003.
During July, Boykin added one hotel property to, and obtained a release for
four hotels from, the collateral pool.

Boykins $45,000 term loan agreement was scheduled to mature in July 2003.
The lenders agreed to a three month extension on the term loan, which will now
mature in October 2003. During the extension period, Boykin intends to
refinance the obligation. In conjunction with the preferred stock offering in
October 2002, Boykin used a portion of the net proceeds to reduce the loan
balance by $3,033, therefore, at June 30, 2003 and December 31, 2002, the
outstanding balance was $41,967. The loan is secured by three hotel properties
with a net carrying value of $42,473 and $43,150 at June 30, 2003 and December
31, 2002, respectively, and bears interest at a rate that fluctuates at LIBOR
plus 2.00% to LIBOR plus 4.00% (4.62% at June 30, 2003). The loan agreement
requires Boykin, among other things, to maintain a minimum net worth, a
coverage ratio of EBITDA to debt service and fixed charges, and a leverage
ratio below a specified level. Boykin is required to comply with the standards
set forth in the franchise agreement for each hotel and to maintain its REIT
status. Boykin was in compliance with its covenants at June 30, 2003.

Boykin Holding, LLC (BHC), a wholly-owned subsidiary of the Partnership,
has a $108,000 term loan agreement. In connection with the sale of the
Knoxville Hilton, the Hampton Inn Lake Norman and the Holiday Inn Lake Norman
in 2003, the loan balance was reduced to $91,125. The loan had an initial
maturity date of July 2003. Boykin exercised the first of two one-year
extension options; therefore, the maturity date is currently July 2004. As of
June 30, 2003, the loan is secured by six hotel properties with a net carrying
value of $60,298. The net carrying value of the nine properties that secured
the property at December 31, 2002 was $74,136. The term loan bears interest at
a rate that fluctuates at LIBOR plus 2.35% (3.67% at June 30, 2003). Under
covenants in the loan agreement, assets of BHC are not available to pay the
creditors of any other Boykin entity, except to the extent of permitted cash
distributions from BHC to Boykin. Likewise, the assets of other Boykin
entities are not available to pay the creditors of BHC. The loan agreement also
requires BHC to hold funds in escrow for the payment of capital expenditures,
insurance and real estate taxes and requires BHC to maintain certain financial
reporting requirements. BHC was in compliance with these requirements at June
30, 2003.

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

In January 2003, White Sand Villas Development LLC, a wholly-owned
subsidiary of Bellboy, closed on a $23,300 construction loan with a bank. The
loan is due in 2005, bears interest at a rate that fluctuates at LIBOR plus
2.50% (3.82% at June 30, 2003) and requires principal payments based upon the
closing of condominium sales. At June 30, 2003, $3,004 was outstanding on the
loan.

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As a part of normal business activities, Boykin issues letters of credit
through major banking institutions as required by certain debt and insurance
agreements. As of June 30, 2003, outstanding letters of credit totaled $1,985.
As of June 30, 2003, Boykin has not entered into any other significant
off-balance sheet financing arrangements.

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

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2003                |  | $ | 43,106  | 
|2004                |  |   | 93,527  | 
|2005                |  |   | 5,606   | 
|2006                |  |   | 2,788   | 
|2007                |  |   | 2,990   | 
|2008 and thereafter |  |   | 111,815 | 
|                    |  |   |         | 
|                    |  | $ | 259,832 | 
|                    |  |   |         | 

8. RELATED PARTY TRANSACTIONS:

Management and other fees earned by BMC for the consolidated hotels
related to provisions within the hotel management contracts for the three and
six months ended June 30, 2003 totaled $1,224 and $2,196, respectively. The
management agreements between Boykin and BMC were approved by the independent
members of the Board of Directors. As of June 30, 2003, with respect to the
consolidated hotels, Boykin had related party payables to BMC of $923,
primarily related to management fees and reimbursements of expenses on behalf
of the hotel properties.

For the six months ended June 30, 2003, Boykin paid a wholly-owned
subsidiary of BMC $277 and $17, respectively, for design and project management
services related to capital improvements at its consolidated hotels. An
additional $12 was paid for other services provided pursuant to the management
agreements Fees paid to BMC and its subsidiaries for services which are not
subject to management agreements are at market prices as determined by the
independent members of the Board of Directors. The Boards market price
determinations are based from time to time on market checks performed by
management and outside consultants, comparative information provided by BMC,
and industry publications.

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

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

9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

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

Interest paid during the six-month periods ended June 30, 2003 and 2002
was $8,959 and $10,148, respectively.

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

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10. INCOME TAXES

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

Upon the effective date of the establishment of Boykins TRSs, the
subsidiaries became subject to federal and state income taxes. Boykins TRSs
account for income taxes in accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes. As of June 30, 2003, Boykins TRSs have a
deferred tax asset of approximately $2,859, prior to any valuation allowance,
related to the assumption of the retained deficit of Westboy as well as the
cumulative operating losses of the TRSs and their subsidiaries since their
formation. Boykins TRSs have recorded a 100% valuation allowance against this
asset due to the uncertainty of realization of the deferred tax asset and
therefore, no provision or benefit from income taxes is reflected in the
accompanying consolidated statements of operations. As of June 30, 2003, the
net operating loss carry-forwards have remaining lives of approximately 19 to
20 years.

11. SUBSEQUENT EVENTS

In July 2003, Boykin closed on the sale of its hotel located in
Springfield, Oregon for a price of $6,500. Net proceeds from the sale were
used to repay the outstanding balance on the credit facility, pay a termination
fee to Hilton in accordance with the terms of the Modification Agreement and
for general corporate purposes. Boykin will record an approximate $140 loss on
the sale of the asset in the third quarter of 2003. The property was not
classified as held for sale as of June 30, 2003 under the definition of SFAS
144 as the sale of the property required the lenders of the underlying term
loan to grant a release. The release was granted in July 2003.

Boykin has been notified that the City of Portland, through
the Portland Development Commission (PDC), may seek to acquire the Doubletree Portland Downtown
Hotel in Portland, Oregon, through its power of eminent domain. If acquired, Boykin understands that the property
would be developed for the purpose of student housing, academic, retail and conference uses for Portland State University. To
date, the PDC has not formally initiated condemnation proceedings; however, on August 7, 2003, the PDC annexed
the property into one of the citys renewal areas. In the event that the PDC does initiate such proceedings,
Boykin has been advised that they have the right to take the property for just compensation, determined by the fair
market value of the property. As such, at the advice of legal counsel, Boykin has provided, and will continue to provide,
information as requested by the PDC in connection with the determination of a fair value for the property. At this point in time,
management does not have an estimate of any gain or loss that may result from such proceeding.

In July 2003, Hilton ceased management of the Doubletree Bellevue Center.
In connection with the termination of Hilton as the manager of the property,
the property was re-flagged as a Ramada Inn. BMC replaced Hilton as manager of
the property under a management agreement with a term of five years and
cancelable by Boykin without penalty upon providing 90 days notice.

During the second quarter, Boykin exercised its right to cancel the
management agreement with Interstate for the Holiday Inn Minneapolis West. In
July 2003, BMC commenced managing the property under a management agreement
with a term of five years. The agreement is cancelable by Boykin without
penalty upon providing 90 days notice.

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

BACKGROUND AND BUSINESS STRATEGIES

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

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

SECOND QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2003

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

Our operations during the second quarter continued to be negatively
effected by the war with Iraq, the continuing softness in the economy, and the
persistent warnings regarding the threat of terrorist attacks. During the
second quarter of 2003, our comparable consolidated portfolio, comprised of 26
properties owned and operated as a taxable REIT subsidiary (TRS) at both June
30, 2003 and 2002, experienced a revenue per available room (RevPAR) decline
of 5.2% from the second quarter of 2002. The comparable portfolio also
experienced a decline in hotel operating profit margin, defined as hotel
operating profit (hotel revenues less hotel operating expenses) as a percentage
of hotel revenues, of approximately 380 basis points over the same period of
2002.

We continue to make progress on our redevelopment of our Pink Shell Beach
Resort. Construction of the new 92-unit tower called White Sand Villas will
significantly upgrade the character of the resort. In July 2003, construction
reached the ninth and final floor of the tower. The tower is scheduled for
opening around the end of the year, or shortly thereafter. We have started the
architecture and design stage of the final component to the Pink Shell
redevelopment project, which involves tearing down two low-rise buildings and
replacing them with a new, 43-unit building. Similar to White Sand Villas, the
units in the new building will be sold as condominiums, with the expectation
that the owners would put their unused room nights back to the resort by
contract. Zoning for the new building, which will contain a full-service fine
dining restaurant with a view of the Gulf of Mexico, has been approved. We
anticipate starting the marketing efforts and the pre-sales of this new
building during the third quarter, with construction commencing around the end
of the year or early 2004.

In April 2003, the Governor of Indiana signed into law a bill which will
allow the residents of Orange County, Indiana to decide whether to allow a
riverboat casino to open in the county. Our French Lick Springs Resort and Spa
is located in Orange County. The bill requires that casino gambling be
approved in a countywide referendum, which could be on the November 2003
ballot. If approved, the bill provides that the riverboat casino would be
located in the town of French Lick or nearby West Baden, and the Indiana Gaming
Commission would solicit proposals from interested parties to develop and
operate the casino. Were a casino to be opened in Orange County, we anticipate
that tourism would increase in the county, leading to greater demand for rooms
at the French Lick Springs Resort and Spa.

On April 30, 2003, we entered into an agreement (the Modification
Agreement) with Hilton Hotels Corporation (Hilton) to terminate the
long-term management agreement related to the ten Doubletree hotels managed by
Hilton. The existing management agreement was originally scheduled to
terminate in 2012; however, Hilton had the right to extend the agreement for up
to ten five-year terms, making the management agreement an effective 59-year

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encumbrance on the properties. The termination will occur in phases and is
expected to be complete by the end of 2003.

For further discussion regarding the terms of the Modification
Agreement, please see Note 1 of the Notes to Consolidated Financial Statements of Boykin Lodging Company included
in this Form 10-Q.

In June 2003, we sold the Holiday Inn Lake Norman in Cornelius, North
Carolina, for a price of $2.55 million. The net proceeds of the sale were
applied to the $108.0 million term loan as a release of the underlying security
which the asset historically provided to the loan. The net loss on the sale
approximated $0.4 million.

In July 2003, we sold our hotel located in Springfield, Oregon, for a
price of $6.5 million. The net proceeds of the sale were used to pay off the
$4.0 million outstanding on our credit facility, to settle $0.7 million of the
termination fee to Hilton, and for general corporate purposes. The hotel was
previously used as security for the $130.0 million term loan, however, in July,
the collateral was released in connection with the substitution of another of
our properties to secure the loan, and therefore, no payment on the term loan
was required in connection with the sale. As the release was provided in July,
the property was not classified as held for sale as of June 30, 2003.

In July 2003, in connection with the Modification Agreement, Hilton ceased
management of our hotel in Bellevue, Washington. We subsequently entered into
an agreement with BMC to manage the property. The management agreement is for
a term of five years and is cancelable by us without penalty upon 90 days
notice. At the time of the management transfer, the Doubletree flag was
removed from the property and was replaced by a franchise agreement with Ramada
Franchise Systems, Inc. (Ramada). BMC commenced management of the Holiday
Inn Minneapolis West in July, replacing Meristar Hospitality and Resorts.
Currently, BMC manages 24 of our 29 hotels.

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

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The outlook for the remainder of 2003 is uncertain; however, based upon
our year to date results and our current booking trends, we are anticipating
that the third quarter RevPAR for our entire portfolio will be 0.5% to 2.5%
below the same period last year with the full year 2003 RevPAR flat to down
2.0% from 2002. With that assumption, we expect that our funds from operations
applicable to common shareholders (FFO) could range between $0.37 and $0.41
per fully-diluted share for the third quarter and $1.10 and $1.20 per share for
the full year. For a definition of FFO, a reconciliation of net income (loss)
to FFO and why we believe FFO is an important measure to investors of a REITs
financial performance, see Results of Operations section below. Net losses
applicable to common shareholders per share are expected to range between $0.06
and $0.10 for the third quarter and $0.50 and $0.60 for the full year.

During the quarter our Board of Directors declared a dividend on our
preferred shares of $6.5625 per preferred share. The dividends were payable to
shareholders of record as of June 30, 2003 and were paid on July 15, 2003. The
Board elected to omit the declaration of a common share dividend for the second
quarter. As the outlook for the remainder of the year becomes clearer, we will
continue to evaluate the status of a common share dividend. We do not intend
to jeopardize our REIT tax status; therefore, management will recommend to the
Board of Directors resumption of the dividend when and at a level we believe
that our RevPAR and cash flow can support.

CRITICAL ACCOUNTING POLICY

Revenue recognition  Percentage of Completion

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

RESULTS OF OPERATIONS

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

Total revenues increased 8.6% to $71.9 million for the second quarter 2003
versus $66.2 million for the same period in 2002. The improvement was the
result of an increase in revenues from condominium development and unit sales
of $6.8 million, primarily related to recognizing revenue under the percentage
of completion method for the White Sand Villas project. Hotel revenues for the
three months ended June 30, 2003 were $64.3 million, a slight decrease from the
$64.4 million in hotel revenues for the same period in 2002. Comparable hotel
revenues decreased by $4.1 million, and were partially offset by the $4.0
million of hotel revenues related to the Marriotts Hunt Valley Inn TRS, which
was formed in September 2002. The decrease in comparable hotel revenues is
primarily a result of RevPAR levels lower than those during the second quarter
of 2002. See the table below which illustrates the key operating statistics of
the hotels within our portfolio, including RevPAR. The formation of the Hunt
Valley TRS caused a decrease in lease revenue of $1.1 million.

Hotel operating profit margins of the 27 consolidated hotels under the TRS
structure for the second quarter of 2003 was 26.8%, a decrease from the 30.4%
hotel operating profit for the 26 consolidated hotels under the TRS structure
for the second quarter of 2002. The addition of the Marriotts Hunt Valley Inn
did not materially impact the operating profit percentages. For these
comparable 26 hotels, RevPAR for the second quarter fell 5.2% over the same
period in the prior year. The change was a result of a decrease in occupancy
from 65.4% to 63.7%, and a 2.8% decrease in average daily rate to $90.11 in
2003 from $92.75 in 2002. Decreased margins were the result of multiple

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causes: lower average room rates; consistent levels of fixed costs on lower
food and beverage revenues; increased payroll costs due to increases in wages
and benefits; industry wide increases in energy costs; increased marketing
efforts and changes in fee structures within certain franchise agreements.
Although hotel revenues were relatively flat quarter over quarter, total
management fees declined approximately $0.3 million.

Property taxes, insurance and other increased from $4.1 million to $4.3
million, or by 5.3%, due primarily to increases in the cost of insurance.

Corporate general and administrative expenses increased $0.4 million over
prior year primarily due to increases in legal and professional fees.

Cost of condominium development and unit sales increased from $0.3 million
for the second quarter of 2002 to $5.4 million for 2003. The increase in costs
is a result of revenue and related expenses being recognized under the
percentage of completion method of accounting for the White Sand Villas
development. Margins for condominium development and unit sales increased to
26.5% in 2003 versus margins of 25.4% in 2002. The increase in margin is due
to price increases on the Sanibel View Villas units and also due to the revenue
recognition on the White Sand Villas project, which is a higher margin project.

We recorded a $1.7 million acceleration of depreciation during the second
quarter of 2003 related to the pending demolition and removal of two existing
buildings at the Pink Shell Beach Resort. The remaining increase in real
estate related depreciation and amortization is due to the depreciation on
recent capital expenditures.

Interest expense from continuing operations decreased from $4.9 million to
$4.4 million from second quarter 2002 to 2003 due to a decrease in average
borrowings on our line of credit from nearly $40.0 million during the second
quarter of 2002 to approximately $2.1 million in 2003 and the reduction in the
outstanding balance of the $45.0 million term loan from proceeds from the
preferred depositary share offering, combined with the decrease in our weighted
average rate on our variable debt to 4.4% from 5.1% in 2002.

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

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

As a result of the above, the second quarter 2003 resulted in a negligible
net loss before discontinued operations compared to the same period last year
when the net income totaled $2.7 million.

In accordance with Statement of Financial Accounting Standards No. 144, we
have reclassified operations related to the assets sold during the first and
second quarters of 2003 as discontinued operations for all periods presented in
the accompanying consolidated statements of operations. The operating loss
from discontinued operations net of minority interest for the second quarter of
2003 was negligible compared to a 2002 second quarter net income of $0.2
million as only the operations of Holiday Inn Lake Norman were reflected as
discontinued operations during the second quarter of 2003. The operating
results of three properties, the Knoxville Hilton, Hampton Inn Lake Norman and
Holiday Inn Lake Norman, are included as discontinued operations for the second
quarter of 2002. The Knoxville Hilton and Hampton Inn Lake Norman were sold
during the first quarter of 2003. Discontinued operations for the second
quarter of 2003 also include the $0.4 million net loss on the sale of the Lake
Norman Holiday Inn, net of minority interest. There were no property sales
during the second quarter of 2002.

Our FFO for
the quarter ended June 30, 2003 was $6.5 million compared to $9.1 million for
the same period in 2002.

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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Total revenues increased 9.8% to $137.7 million for the six months ended
June 30, 2003 versus $125.4 million for the same period in 2002. The
improvement was the result of an increase in revenues from condominium
development and unit sales of $13.4 million, primarily related to recognizing
revenue under the percentage of completion method for the White Sand Villas
project. Hotel revenues for the six months ended June 30, 2003 were $119.9
million, a slight increase from the $119.1 million in hotel revenues for the
same period in 2002. Comparable hotel revenues decreased by $6.1 million yet
were offset by the $7.0 million of hotel revenues related to the Marriotts
Hunt Valley Inn TRS, which was formed in September 2002. The decrease in
comparable hotel revenues is primarily a result of RevPAR levels lower than
those during the first half of 2002. See the table below which illustrates the
key operating statistics of the hotels in our portfolio, including RevPAR. The
formation of the Hunt Valley TRS caused a decrease in lease revenue of $2.0
million.

Hotel operating profit margins of the 27 consolidated hotels under the TRS
structure for the first half of 2003 was 24.3%, a decrease from the 28.5% hotel
operating profit for the 26 consolidated hotels under the TRS structure for the
first half of 2002. The addition of the Marriotts Hunt Valley Inn did not
materially impact the operating profit percentages. For these comparable 26
hotels, RevPAR for the six months ended June 30, 2003 fell 4.3% over the same
period in the prior year. The change was a result of a decrease in occupancy
from 61.4% to 60.7%, and a 3.3% decrease in average daily rate to $89.77 in
2003 from $92.84 in 2002. Decreased margins were the result of multiple causes
including: fixed costs on lower average room rates; a change in food and
beverage mix of revenue from higher margin group business to lower margin
individual meal business; increased payroll costs due to increases in wages and
benefits; as well as higher energy costs and other weather-related costs (e.g.,
snow removal) due to a cold, snowy winter in the mid-western and eastern areas
of the United States, and changes in fee structures within certain franchise
agreements.

Although hotel revenues increased slightly year over year, total
management fees declined approximately $0.2 million due to lower management fee
rates.

Property taxes, insurance and other increased from $8.1 million to $8.6
million, or by 6.5%, due primarily to increases in the cost of insurance.

Cost of condominium development and unit sales increased from $2.8 million
for the first half of 2002 to $11.7 million for 2003. The increase in costs is
a result of revenue and related expenses being recognized under the percentage
of completion method of accounting for the White Sand Villas development.
Margins increased to 31.7% in 2003 versus margins of 24.5% in 2002. The
increase in margin is due to price increases on the Sanibel View Villas units
and also due to the revenue recognition on the White Sand Villas project, which
is a higher margin project.

We recorded a $1.7 million acceleration of depreciation during the first
half of 2003 related to the pending demolition and removal of two existing
buildings as the Pink Shell Beach Resort. The remaining increase in real
estate related depreciation and amortization is due to the depreciation on
recent capital expenditures.

Interest expense from continuing operations decreased from $9.7 million to
$8.7 million from the first half of 2002 to 2003 due to a decrease in average
borrowings on our line of credit from nearly $40.0 million during 2002 to
approximately $1.0 million in 2003 and the reduction in the outstanding balance
of the $45.0 million term loan from proceeds from the preferred depositary
share offering, combined with the decrease in our weighted average rate on our
variable debt.

Amortization of deferred financing costs increased to $1.4 million for the
six months ended June 30, 2003 versus $1.0 million for the same period in 2002
due to amendment costs related to the credit facility and the extension fees
related to the $45.0 million term loan incurred in 2002 and being amortized
through June 30, 2003.

Our share of equity in the loss of our unconsolidated joint ventures
totaled $0.7 million for the six months ended June 30, 2003 versus a net loss
of $1.0 million for the same period in 2002. This increase is predominately
related to Hotel 71 in downtown Chicago as it was undergoing major renovation
during the same period in 2002.

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Gain on disposals of assets during 2003 totaled $0.4 million predominately
due to eminent domain action taken by the local county related to our hotel in
Bellevue, Washington. A portion of the hotels land was surrendered for funds
of approximately $0.3 million. The surrender of the land does not have an
impact on the operations of the hotel.

As a result of the above, the first half of 2003 resulted in a net loss
before discontinued operations of $2.2 million compared to the same period last
year when the net income totaled $1.0 million.

In accordance with Statement of Financial Accounting Standards No. 144, we
have reclassified operations related to the assets sold during 2003 as
discontinued operations for all periods presented in the accompanying
consolidated statements of operations. The operating loss from discontinued
operations net of minority interest for the first half of 2003 was $0.6 million
compared to a first half 2002 net loss of $0.1 million. Discontinued
operations for 2003 also include the $0.8 million net gain on the sales of the
Knoxville Hilton, the Lake Norman Hampton Inn and the Lake Norman Holiday Inn,
net of minority interest. There were no property sales during the first half
of 2002.

Our FFO for
the six months ended June 30, 2003 was $9.1 million compared to $13.3 million
for the same period in 2002.

The White Paper on Funds From Operations approved by the Board of
Governors of the National Association of Real Estate Investment Trusts
(NAREIT) in April 2002 defines FFO as net income (loss) (computed in
accordance with GAAP), excluding gains (or losses) from sales of properties and
extraordinary items, plus real estate related depreciation and amortization,
and after comparable adjustments for our portion of these items related to
unconsolidated entities and joint ventures. We believe that FFO is helpful as
a measure of the performance of an equity REIT because it provides investors
and management with another indication of the Companys performance prior to
deduction of real estate related depreciation and amortization.

We compute FFO in accordance with our interpretation of standards
established by NAREIT which may not be comparable to FFO reported by other
REITs that do not define the term in accordance with the current NAREIT
definition or that interpret the NAREIT definition differently than us. FFO
does not represent cash generated from operating activities as determined by
GAAP and should not be considered as an alternative to GAAP net income as an
indication of our financial performance or to cash flow from operating
activities as determined by GAAP as a measure of our liquidity, nor is it
indicative of funds available to fund our cash needs, including our ability to
make cash distributions.

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

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

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|                                                                  |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                  |  | Three Months Ended |        | Six Months Ended
|                                                                  |  | June 30,           |        | June 30,        
|                                                                  |  |                    |        |                 
|                                                                  |  | 2003               |        | 2002             |  | 2003 |        | 2002
|                                                                  |  |                    |        |                  |  |      |        |     
|Net income (loss)                                                 |  | $                  | (442   | )                |  | $    | 2,898  |      |  | $ | (1,980 | ) |  | $ | 953    |  
|Minority interest                                                 |  |                    | (413   | )                |  |      | 385    |      |  |   | (1,217 | ) |  |   | (77    | )
|(Gain) loss on disposal/sale of assets                            |  |                    | 96     |                  |  |      |       |      |  |   | (1,320 | ) |  |   |       |  
|Depreciation and amortization                                     |  |                    | 8,979  |                  |  |      | 6,786  |      |  |   | 16,074 |   |  |   | 13,581 |  
|Depreciation and amortization included in discontinued
operations |  |                    | 29     |                  |  |      | 241    |      |  |   | 183    |   |  |   | 464    |  
|Equity (income) loss in unconsolidated joint ventures             |  |                    | (135   | )                |  |      | 353    |      |  |   | 709    |   |  |   | 989    |  
|FFO applicable to joint ventures                                  |  |                    | 584    |                  |  |      | (77    | )    |  |   | 400    |   |  |   | (515   | )
|Preferred dividends declared                                      |  |                    | (1,188 | )                |  |      |       |      |  |   | (2,376 | ) |  |   |       |  
|                                                                  |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Funds from operations after preferred dividends                   |  | $                  | 7,510  |                  |  | $    | 10,586 |      |  | $ | 10,473 |   |  | $ | 15,395 |  
|Less: Funds from operations related to minority interest          |  |                    | 1,018  |                  |  |      | 1,442  |      |  |   | 1,420  |   |  |   | 2,098  |  
|                                                                  |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Funds from operations applicable to common shareholders           |  | $                  | 6,492  |                  |  | $    | 9,144  |      |  | $ | 9,053  |   |  | $ | 13,297 |  
|                                                                  |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  

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

|                                  |                               |  |                    |        |                  |  |      |        |      |  |   |         |   |  |   |         |  
|--------------------------------- | ----------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                  |                               |  | Three Months Ended |        | Six Months Ended
|                                  |                               |  | June 30,           |        | June 30,        
|                                  |                               |  |                    |        |                 
|                                  |                               |  | 2003               |        | 2002             |  | 2003 |        | 2002
|                                  |                               |  |                    |        |                  |  |      |        |     
|All Hotels (30 hotels) (a)        |                               |  |                    |        |                  |  |      |        |      |  |   |         |   |  |   |        
|                                  | Hotel revenues (in thousands) |  | $                  | 71,429 |                  |  | $    | 74,550 |      |  | $ | 132,120 |   |  | $ | 135,737 |  
|                                  | RevPAR                        |  | $                  | 59.71  |                  |  | $    | 61.15  |      |  | $ | 55.65   |   |  | $ | 56.43   |  
|                                  | Occupancy                     |  |                    | 63.5   | %                |  |      | 64.7   | %    |  |   | 60.0    | % |  |   | 60.2    | %
|                                  | Average daily rate            |  | $                  | 94.06  |                  |  | $    | 94.50  |      |  | $ | 92.75   |   |  | $ | 93.79   |  
|Comparable Hotels (26 hotels) (b) |                               |  |                    |        |                  |  |      |        |      |  |   |         |   |  |   |        
|                                  | Hotel revenues (in thousands) |  | $                  | 60,312 |                  |  | $    | 64,375 |      |  | $ | 112,963 |   |  | $ | 119,094 |  
|                                  | RevPAR                        |  | $                  | 57.44  |                  |  | $    | 60.62  |      |  | $ | 54.50   |   |  | $ | 56.96   |  
|                                  | Occupancy                     |  |                    | 63.7   | %                |  |      | 65.4   | %    |  |   | 60.7    | % |  |   | 61.4    | %
|                                  | Average daily rate            |  | $                  | 90.11  |                  |  | $    | 92.75  |      |  | $ | 89.77   |   |  | $ | 92.84   |  



---

|(a) |  | Includes all hotels owned or partially owned by Boykin at the end of the quarter.                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Includes all consolidated hotels operated under the TRS structure for both periods and owned or partially owned by Boykin
at the end of the quarter.

LIQUIDITY AND CAPITAL RESOURCES

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

As of June 30, 2003, we had $17.3 million of unrestricted cash and cash
equivalents, $12.6 million of cash restricted for the payment of capital
expenditures, real estate taxes, interest and insurance, and $3.5 million of
restricted

24



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##### Table of Contents



cash representing deposits on condominium sales. We had outstanding
borrowings totaling $4.0 million and $259.8 million against our credit facility
and term notes payable, respectively.

We currently have a $36.2 million credit facility to fund acquisitions of
additional hotels, renovations and capital expenditures, and for our working
capital needs, as limited under terms of the credit agreement. For information
relating to the terms of our credit facility and our $130.0 million, $45.0
million, $108.0 million and $23.3 million term notes payable, please see Notes
6 and 7, respectively, of the Notes to Consolidated Financial Statements of
Boykin Lodging Company included in this Form 10-Q.

In October 2002, we completed an underwritten public offering of 1,800,000
depositary shares, each share representing 1/10 of a share of our 10 1/2%
Class A Cumulative Preferred Shares, Series 2002-A (Liquidation Preference $25
per depositary share). An additional 10,000 depositary shares were issued to
cover over-allotments. Net proceeds after underwriting discounts and
commissions were used to repay the outstanding balance on our credit facility
and reduce the outstanding balance on the $45.0 million term loan to just under
$42.0 million. Annual dividends of $2.625 per depositary share are payable
quarterly upon authorization of the Board of Directors. The shares are listed
on the New York Stock Exchange.

In July 2003, we received lender approval to extend the initial maturity
date of the credit facility and the remaining balance of the $45.0 million term
loan for three months until October 2003. In connection with the extension, we
reduced the size of the credit facility from the previous $65.0 million to
$36.2 million. We intend to use the extension period to finalize the
refinancing of both of these facilities at the most favorable terms possible.

We may seek to negotiate additional credit facilities, replacement credit
facilities, or issue other debt or equity instruments. Any debt incurred or
issued by us may be secured or unsecured, long-term, medium-term or short-term,
bear interest at a fixed or variable rate, and be subject to such other terms
as the Board of Directors considers prudent. The availability of borrowings
under the current credit facility is restrained by borrowing base and
loan-to-value limits, as well as other financial performance covenants
contained in the agreement. There can be no assurance that funds will be
available in anticipated amounts from the credit facility or that replacement
facilities will be negotiated at rates and under terms favorable to us.

Due to the uncertainty of the hotel industry and its impact on the results
of our operations, the Board of Directors omitted the dividend for the common
shareholders for the second quarter of 2003. As we obtain more clarity
regarding the outlook for the remainder of 2003 and as we do not intend to
jeopardize our REIT tax status, management will recommend to the Board of
Directors resumption of the dividend when and at a level we believe that our
RevPAR and cash flow can support.

We have an active shelf registration statement with the Securities and
Exchange Commission for the issuance
of up to $142.3 million in securities. Securities issued under this
registration statement may be preferred shares, depositary shares, common
shares or any combination thereof, and may be issued at different times,
depending on market conditions. Warrants to purchase these securities may also
be issued. The terms of issuance of any securities covered by this
registration statement would be determined at the time of their offering. No
assurance can be made as to the availability of such capital.

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

We expect to meet long-term (defined as greater than one year) liquidity
requirements such as property acquisitions, scheduled debt maturities, major
renovations, development projects and other nonrecurring capital improvements
utilizing cash flows from operations, additional debt financings and the issuance of additional
equity securities. We

25



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##### Table of Contents



expect to acquire or develop additional hotel properties only as suitable
opportunities arise, and we will not undertake acquisition or development of
properties unless stringent criteria have been met.

Capital Projects

For the six months ended June 30, 2003, we had approximately $8.9 million
of fixed asset additions at our hotels and our corporate headquarters. This
amount primarily includes planned refurbishments and replacements at selected
existing hotels. Significant portions of this total relate to the guestroom
renovation at our Cleveland Marriott property, costs related to the design and
construction of our ancillary conference centers, capital improvements at the
six Doubletree hotels as required under the terms of the Modification Agreement
with Hilton and computer equipment at the corporate headquarters.

Total costs of the White Sand Villas condominium tower are estimated to be
approximately $28.0 million, including cumulative expenditures of $11.1 million
through the second quarter, with a scheduled completion date around the end of
the year or shortly thereafter. Cumulative expenditures of $11.1 million
include $0.2 million of capitalized interest on the construction loan secured
by the project.

We have commenced construction of our ancillary conference center
development projects in both our Berkeley and Omaha properties. Construction
is anticipated to be completed for both projects later this fall, with the
facilities being fully operational during the fourth quarter of 2003. At this
time, we are also planning on developing similar facilities within our Portland
Lloyd Center property and expect construction to start during the fourth
quarter.

INFLATION

Operators of hotels in general can change room rates quickly, but
competitive pressures may limit the operators ability to raise rates to keep
pace with inflation.

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

SEASONALITY

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

COMPETITION AND OTHER ECONOMIC FACTORS

Our hotels are located in developed areas that contain other hotel
properties. The future occupancy, ADR and RevPAR of any hotel could be
materially and adversely affected by an increase in the number of or quality of
the competitive hotel properties in its market area. Competition could also
affect the quality and quantity of future investment opportunities, or our
ability to sell existing properties.

As a portion of the lodging industrys sales are based upon business,
commercial and leisure travel, changes in general economic conditions,
demographics, or changes in local business economics, could affect these and
other travel segments. This may affect demand for rooms, which would affect
hotel revenues.

26



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##### Table of Contents






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our primary market risk exposure consists of changes in interest rates on
borrowings under our debt instruments that bear interest at variable rates that
fluctuate with market interest rates. These debt instruments include our
secured credit facility, our $45 million secured term loan, our $108 million
term loan, our $23 million construction loan and our share of floating rate
debt of our unconsolidated joint ventures of $25.0 million.

We have entered into both variable and fixed rate debt arrangements to
allow us to optimize the balance of using variable rate debt versus fixed rate
debt. Our variable rate debt allows us to maximize financial flexibility when
selling properties and minimize potential prepayment penalties on fixed rate
loans. Our $130 million, 6.9% fixed rate term note allows us to minimize our
interest rate risk exposure. In March 2001, we also purchased interest
protection on $83 million of our floating rate debt that fixed the overall
interest rate on this debt at 7.32% through July 2003. We did not renew or
replace the interest rate protection upon its expiration in July. Including
this $83 million, approximately 78% of our outstanding debt at June 30, 2003,
was fixed-rate in nature. The weighted average interest rate of our variable
rate debt was 4.4% for the quarter ended June 30, 2003.

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

We do not believe that changes in market interest rates will have a
material impact on the performance or fair value of our hotel portfolio because
the value of our hotel portfolio is based primarily on the operating cash flow
of the hotels, before interest expense charges. However, a change of 1/4% in
the index rate to which our variable rate debt is tied would change our annual
interest incurred by $0.1 million, based upon the balances outstanding on our
variable rate instruments at June 30, 2003.




ITEM 4. CONTROLS AND PROCEDURES

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

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

27



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##### Table of Contents






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

Boykin held its annual meeting of shareholders on May 22, 2003 at Hotel 71
in Chicago, Illinois. At the meeting, the shareholders voted to elect the
Board of Directors for the term ending in 2004. The individuals listed below
were elected to Boykins Board of Directors, each to hold office until the
annual meeting next succeeding his election and until his successor is elected
and qualified, or until his earlier resignation. The table below indicates the
votes for, votes against, as well as the abstentions and shares not voted for
each nominee.

|                    |  |           |            |               |  |            |   |                  |  |  |           |  |  |  |           | 
|------------------- |  | --------- | ---------- | ------------- |  | ---------- | - | ---------------- |  |  | --------- |  |  |  | --------- | 
|Name                |  | Votes For |            | Votes Against |  | Abstention |   | Shares not Voted
|                    |  |           |            |               |  |            |   |                 
|Robert W. Boykin    |  |           | 15,769,201 |               |  |            | 0 |                  |  |  | 729,362   |  |  |  | 1,136,317 | 
|Raymond P. Heitland |  |           | 12,351,427 |               |  |            | 0 |                  |  |  | 4,147,136 |  |  |  | 1,136,317 | 
|Albert T. Adams     |  |           | 12,243,204 |               |  |            | 0 |                  |  |  | 4,255,359 |  |  |  | 1,136,317 | 
|Lee C. Howley, Jr.  |  |           | 15,574,425 |               |  |            | 0 |                  |  |  | 924,138   |  |  |  | 1,136,317 | 
|William H. Schecter |  |           | 15,072,954 |               |  |            | 0 |                  |  |  | 1,425,609 |  |  |  | 1,136,317 | 
|Ivan J. Winfield    |  |           | 15,126,359 |               |  |            | 0 |                  |  |  | 1,372,204 |  |  |  | 1,136,317 | 
|James B. Meathe     |  |           | 15,612,069 |               |  |            | 0 |                  |  |  | 886,494   |  |  |  | 1,136,317 | 




ITEM 5. OTHER INFORMATION

None.

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##### Table of Contents






ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



|(a) |  | Exhibits
|--- |  | --------

3.1
    
    
    (a
    )
    
    Amended and Restated Articles of Incorporation, as amended3.2
    
    
    (b
    )
    
    Code of Regulations3.3
    
    
    (e
    )
    
    Amendment to the Company's
Articles of Incorporation for the 10 1/2% Class A Cumulative Preferred Shares, Series 2002-A4.1
    
    
    (b
    )
    
    Specimen Share Certificate4.2
    
    
    (a
    )
    
    Dividend Reinvestment and Optional Share Purchase Plan4.3
    
    
    (c
    )
    
    Shareholder Rights
Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent4.3a
    
    
    (d
    )
    
    Amendment to Shareholder
Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank4.4
    
    
    (e
    )
    
    Form of Preferred Share Certificate4.5
    
    
    (e
    )
    
    Form of Depositary Receipt31.1
    
    
    
    
    
    Certification pursuant to Rule 13a-14(a)31.2
    
    
    
    
    
    Certification pursuant to Rule 13a-14(a)32.1
    
    
    
    
    
    Certification Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    
    
    
    Certification Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




| | (a) |  | Incorporated by reference from Boykins
Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                          
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Incorporated by reference from Amendment
No. 3 to Boykins Registration Statement on Form S-11
(Registration No. 333-6341) (the Form S-11) filed on
October 24, 1996. Each of the above exhibits has the same
exhibit number in the Form S-11.
|
| | (c) |  | Incorporated by reference as Exhibit 1 from
Boykins Registration Statement on Form 8-A filed on June
10, 1999.                                                                                                                                 
|
| | (d) |  | Incorporated by reference from Boykins
Form 8-K filed on January 14, 2002.                                                                                                                                                                     
|
| | (e) |  | Incorporated by reference from Boykins
Registration Statement on Form 8-A filed on October 3,
2002.                                                                                                                                            
|



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

During the quarter ended June 30, 2003, Boykin filed one Current Report on Form
8-K dated May 14, 2003 which furnished the Companys first quarter 2003
earnings release.

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

You can identify the forward-looking statements by their use of
forward-looking words, such as believes, expects, may, will, should,
seeks, intends, plans, estimates, or anticipates, or the negative of
those words or similar words. You are cautioned that any such forward-looking
statement is not a guarantee of future performance and involves risks and
uncertainties, and that actual results may differ materially from those in the
forward-looking statement as a result of various factors. The factors that
could cause actual results to differ materially from those expressed in a
forward-looking statement include, among other factors, financial performance,
real estate conditions, execution of hotel acquisition or disposition programs,
changes in local or national economic conditions and their impact on the
occupancy of our hotels, military action, terrorism, hurricanes, changes in
interest rates, changes in local or national supply and construction of new
hotels, changes in profitability and margins and the financial condition of our
operators and lessee and other similar variables.

The information contained in this Form 10-Q and in the documents
incorporated by reference herein and in Boykins periodic filings with the
Securities and Exchange Commission also identifies important factors that could
cause such differences.

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





---



##### Table of Contents






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.

| |  |                 |  |                                                                                                                 
| |  | --------------- |  | ----------------------------------------------------------------------------------------------------------------
| |  | August 14, 2003 |  | /s/ Robert W. Boykin                                                                                            
| |  |                 |  |                                                                                                                 
| |  |                 |  | Robert W. Boykin
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)                
| |  |                 |  |                                                                                                                 
| |  |                 |  |                                                                                                                 
| |  | August 14, 2003 |  | /s/ Shereen P. Jones                                                                                            
| |  |                 |  |                                                                                                                 
| |  |                 |  | Shereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer
(Principal Accounting Officer)





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##### Table of Contents






EXHIBIT INDEX

|     |  |  |    |   |  |                                                                              |  | 
|---- |  |  | -- | - |  | ---------------------------------------------------------------------------- |  | 
|3.1  |  |  | (a | ) |  | Amended and Restated Articles of Incorporation, as amended                  
|3.2  |  |  | (b | ) |  | Code of Regulations                                                         
|3.3  |  |  | (e | ) |  | Amendment to the Company's Articles of Incorporation for the 10 1/2% Class A
|     |  |  |    |   |  | Cumulative Preferred Shares, Series 2002-A                                  
|4.1  |  |  | (b | ) |  | Specimen Share Certificate                                                  
|4.2  |  |  | (a | ) |  | Dividend Reinvestment and Optional Share Purchase Plan                      
|4.3  |  |  | (c | ) |  | Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin      
|     |  |  |    |   |  | LodgingCompany and National City Bank, as rights agent                      
|4.3a |  |  | (d | ) |  | Amendment to Shareholder Rights Agreement dated as of December 31, 2001,    
|     |  |  |    |   |  | between Boykin Lodging Company and National City Bank                       
|4.4  |  |  | (e | ) |  | Form of Preferred Share Certificate                                         
|4.5  |  |  | (e | ) |  | Form of Depositary Receipt                                                  
|31.1 |  |  |    |   |  | Certification pursuant to Rule 13a-14(a)                                    
|31.2 |  |  |    |   |  | Certification pursuant to Rule 13a-14(a)                                    
|32.1 |  |  |    |   |  | Certification Pursuant to 18 U.S.C. Section 1350, as                        
|     |  |  |    |   |  | Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002           
|32.2 |  |  |    |   |  | Certification Pursuant to 18 U.S.C. Section 1350, as                        
|     |  |  |    |   |  | Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002           



| | (a) |  | Incorporated by reference from Boykins
Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                          
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Incorporated by reference from Amendment
No. 3 to Boykins Registration Statement on Form S-11
(Registration No. 333-6341) (the Form S-11) filed on
October 24, 1996. Each of the above exhibits has the same
exhibit number in the Form S-11.
|
| | (c) |  | Incorporated by reference as Exhibit 1 from
Boykins Registration Statement on Form 8-A filed on June
10, 1999.                                                                                                                                 
|
| | (d) |  | Incorporated by reference from Boykins
Form 8-K filed on January 14, 2002.                                                                                                                                                                     
|
| | (e) |  | Incorporated by reference from Boykins
Registration Statement on Form 8-A filed on October 3,
2002.