##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 MARCH 31, 2003                                           
|     
|OR   
|     
|[   ] |  | 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 May
7, 2003, was 17,340,050.





---



##### 



PART I

ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

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





---



##### 



BOYKIN LODGING COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
(DOLLAR AMOUNTS IN THOUSANDS)

|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |          |         | 
|------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | -------- | ------- | 
|                                                                                                                                      |                                                                                                                                                                       |                            |         | (UNAUDITED) |         |              |         |         
|                                                                                                                                      |                                                                                                                                                                       |                            |         | MARCH 31,   |         | DECEMBER 31,
|                                                                                                                                      |                                                                                                                                                                       |                            |         | 2003        |         | 2002        
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |             
|ASSETS                                                                                                                                |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Investment in hotel properties                                                                                                        |                                                                                                                                                                       | $                          | 612,201 |             |         | $            | 609,541 |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Accumulated depreciation                                                                                                                                              |                            |         | (138,224    | )       |              |         | (131,485 | )      
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         
|Investment in hotel properties, net                                                                                                   |                                                                                                                                                                       |                            | 473,977 |             |         |              | 478,056 |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Cash and cash equivalents                                                                                                             |                                                                                                                                                                       |                            | 18,102  |             |         |              | 25,453  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Restricted cash                                                                                                                       |                                                                                                                                                                       |                            | 16,718  |             |         |              | 13,492  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Accounts receivable, net of allowance for doubtful accounts of $225
and $414 as of March 31, 2003 and December 31, 2002, respectively |                                                                                                                                                                       |                            | 14,360  |             |         |              | 9,165   |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Receivable from related party related to lease terminations                                                                           |                                                                                                                                                                       |                            |        |             |         |              | 6       |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Rent receivable from lessees                                                                                                          |                                                                                                                                                                       |                            | 311     |             |         |              | 154     |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Inventories                                                                                                                           |                                                                                                                                                                       |                            | 2,035   |             |         |              | 2,089   |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Deferred financing costs and other, net                                                                                               |                                                                                                                                                                       |                            | 2,579   |             |         |              | 2,989   |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Investment in unconsolidated joint ventures                                                                                           |                                                                                                                                                                       |                            | 16,570  |             |         |              | 17,156  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Other assets                                                                                                                          |                                                                                                                                                                       |                            | 11,756  |             |         |              | 12,989  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Assets of discontinued operations, net                                                                                                |                                                                                                                                                                       |                            |        |             |         |              | 13,960  |         
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                      |                                                                                                                                                                       | $                          | 556,408 |             |         | $            | 575,509 |         
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         
|LIABILITIES
AND SHAREHOLDERS EQUITY                                                                                                  |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Term notes payable                                                                                                                    |                                                                                                                                                                       | $                          | 260,952 |             |         | $            | 260,577 |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Accounts payable and accrued expenses                                                                                                 |                                                                                                                                                                       |                            | 39,357  |             |         |              | 38,046  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Dividends/distributions payable                                                                                                       |                                                                                                                                                                       |                            | 4,851   |             |         |              | 4,747   |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Due to lessees                                                                                                                        |                                                                                                                                                                       |                            | 101     |             |         |              | 281     |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Deferred lease revenue                                                                                                                |                                                                                                                                                                       |                            | 187     |             |         |              |        |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Minority interest in joint ventures                                                                                                   |                                                                                                                                                                       |                            | 2,384   |             |         |              | 2,419   |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Minority interest in operating partnership                                                                                            |                                                                                                                                                                       |                            | 12,888  |             |         |              | 14,202  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Liabilities of discontinued operations                                                                                                |                                                                                                                                                                       |                            |        |             |         |              | 14,946  |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|SHAREHOLDERS EQUITY:                                                                                                                 |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Preferred shares, without par value; 10,000,000 shares
authorized; 181,000 shares issued and outstanding as of
March 31, 2003 and December 31, 2002, respectively     |                            |         |            |         |              |         |         |        
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Common shares, without par value; 40,000,000 shares
authorized; 17,323,712 and 17,276,407 shares outstanding
as of March 31, 2003 and December 31, 2002, respectively |                            |         |            |         |              |         |         |        
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Additional paid-in capital                                                                                                                                            |                            |         | 357,305     |         |              |         | 356,228  |        
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Distributions in excess of income                                                                                                                                     |                            |         | (118,870    | )       |              |         | (112,970 | )      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Other comprehensive loss                                                                                                                                              |                            |         | (787        | )       |              |         | (1,773   | )      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | Unearned compensation  restricted shares                                                                                                                             |                            |         | (1,960      | )       |              |         | (1,194   | )      
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                      |                                                                                                                                                                       | Total shareholders equity |         |             | 235,688 |              |         |          | 240,291 | 
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         
|                                                                                                                                      |                                                                                                                                                                       | $                          | 556,408 |             |         | $            | 575,509 |         
|                                                                                                                                      |                                                                                                                                                                       |                            |         |             |         |              |         |         

See notes to consolidated financial statements.

3



---



##### 



BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |        |       |        | 
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------------------------ | ------ | ---- | ------ | ------ | ------ | ----- | ------ | 
|                                                                                    |                                                                                                                                                   |         |                          |        | 2003 |        | 2002  
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |       
|Revenues:                                                                           |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Hotel
revenues                                                                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Rooms                    |        | $    | 36,002 |        |        | $     | 35,950 | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Food and beverage        |        |      | 17,063 |        |        |       | 16,483 | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Other                    |        |      | 2,850  |        |        |       | 2,669  | 
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    | Total hotel revenues                                                                                                                              |         |                          | 55,915 |      |        |        | 55,102 |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Lease revenue                                                                                                                                     |         |                          | 337    |      |        |        | 1,283  |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Revenues from condominium development and unit sales                                                                                              |         |                          | 9,810  |      |        |        | 3,230  |      
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    |                                                                                                                                                   |         | Total revenues           |        |      | 66,062 |        |        |       | 59,615 | 
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Expenses:                                                                           |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Hotel
operating expenses                                                                                                                         
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Rooms                    |        |      | 9,383  |        |        |       | 8,679  | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Food and beverage        |        |      | 12,996 |        |        |       | 12,126 | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Other direct             |        |      | 1,762  |        |        |       | 1,804  | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Indirect                 |        |      | 18,326 |        |        |       | 16,656 | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   |         | Management fees          |        |      | 1,623  |        |        |       | 1,532  | 
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    | Total hotel operating expenses                                                                                                                    |         |                          | 44,090 |      |        |        | 40,797 |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Property taxes, insurance and other                                                                                                               |         |                          | 4,323  |      |        |        | 4,009  |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cost of condominium development and unit sales                                                                                                    |         |                          | 6,332  |      |        |        | 2,441  |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Real estate related depreciation and amortization                                                                                                 |         |                          | 7,140  |      |        |        | 6,829  |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Corporate general and administrative                                                                                                              |         |                          | 1,716  |      |        |        | 2,014  |      
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    |                                                                                                                                                   |         | Total operating expenses |        |      | 63,601 |        |        |       | 56,090 | 
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    |                                                                                                                                                   |         | Operating income         |        |      | 2,461  |        |        |       | 3,525  | 
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    | Interest income                                                                                                                                   |         |                          | 64     |      |        |        | 72     |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Other income                                                                                                                                      |         |                          | 90     |      |        |        | 188    |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Interest expense                                                                                                                                  |         |                          | (4,340 | )    |        |        | (4,827 | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Amortization of deferred financing costs                                                                                                          |         |                          | (687   | )    |        |        | (502   | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Minority interest in (earnings) loss of joint ventures                                                                                            |         |                          | (20    | )    |        |        | (29    | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Minority interest in (earnings) loss of operating partnership                                                                                     |         |                          | 957    |      |        |        | 457    |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Equity in loss of unconsolidated joint ventures                                                                                                   |         |                          | (844   | )    |        |        | (636   | )    
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Loss before gain on disposal of assets and discontinued operations                  |                                                                                                                                                   |         | (2,319                   | )      |      |        | (1,752 | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Gain on disposal of assets                                                                                                                        |         |                          | 33     |      |        |        |       |      
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Loss before discontinued operations                                                 |                                                                                                                                                   |         | (2,286                   | )      |      |        | (1,752 | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Discontinued operations:                                                                                                                          |         |                          |        |      |        |        |        |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Operating loss from discontinued operations, net of minority interest
of $76 and $34, for the periods ended March 31, 2003 and 2002, respectively |         |                          | (427   | )    |        |        | (193   | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Gain on sale of assets, net of minority interest of $209                                                                                          |         |                          | 1,175  |      |        |        |       |      
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Net loss                                                                            |                                                                                                                                                   | $       | (1,538                   | )      |      | $      | (1,945 | )     
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                    | Preferred dividends                                                                                                                               |         |                          | (1,188 | )    |        |        |       |      
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Net loss applicable to common shareholders                                          |                                                                                                                                                   | $       | (2,726                   | )      |      | $      | (1,945 | )     
|                                                                                    |                                                                                                                                                   |         |                          |        |      |        |        |       
|Net loss per share applicable to common shareholders before discontinued
operations |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Basic                                                                                                                                             |         | $                        | (0.20  | )    |        | $      | (0.10  | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Diluted                                                                                                                                           |         | $                        | (0.20  | )    |        | $      | (0.10  | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Discontinued operations per share                                                   |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   | Basic   |                          | $      | 0.04 |        |        | $      | (0.01 | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                                                                                                                   | Diluted |                          | $      | 0.04 |        |        | $      | (0.01 | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Net loss per share applicable to common shareholders                                |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Basic                                                                                                                                             |         | $                        | (0.16  | )    |        | $      | (0.11  | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Diluted                                                                                                                                           |         | $                        | (0.16  | )    |        | $      | (0.11  | )    
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Weighted average number of common shares outstanding                                |                                                                                                                                                   |         |                          |        |      |        |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Basic                                                                                                                                             |         |                          | 17,317 |      |        |        | 17,218 |      
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Diluted                                                                                                                                           |         |                          | 17,413 |      |        |        | 17,294 |      

See notes to consolidated financial statements.

4



---



##### 



BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(UNAUDITED, DOLLAR AMOUNTS IN THOUSANDS)

|                             |                                                           |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |        |        |  
|---------------------------- | --------------------------------------------------------- | ---------------------------------------------- | ------- | --------- | - | ------ | ---------- | ------- | - | ------------ | ------- | ------------- | - | ------------- | -------- | ------ | ------ | - | ------ | - | --- | - | ------ | ---- | - | - | ------- | ------ | ------ | -
|                             |                                                           |                                                |         |           |   |        |            |         |   |              |         | ADDITIONAL    |   | DISTRIBUTIONS |          | OTHER  |        |   |        |   |     |   |        |     
|                             |                                                           |                                                |         | PREFERRED |   | COMMON |            | PAID-IN |   | IN EXCESS OF |         | COMPREHENSIVE |   | UNEARNED      |          |        |        |  
|                             |                                                           |                                                |         | SHARES    |   | SHARES |            | CAPITAL |   | 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 $1 |                                                |         |          |   |        |            | 52,805  |   |              |         | 1,127         |   |               |          |       |        |   |        |  |     |   |        | (990 | ) |   |         | 137    |       
|                            
|                            
|                            
|                            
|                             | Common share purchases for treasury                       |                                                |         |          |   |        |            | (5,500  | ) |              |         | (50           | ) |               |          |       |        |   |        |  |     |   |        |     |   |   |         | (50    | )     
|                            
|                            
|                            
|                            
|                             | Dividends declared                                        |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |        |       
|                            
|                            
|                            
|                            
|                             |                                                           |   $0.18 per common share                      |         |           |  |        |            |         |  |              |         |               |  |               |          |        | (3,174 | ) |        |   |    |   |        |      |  |   |         |        | (3,174 | )
|                            
|                            
|                            
|                            
|                             |                                                           | 
$6.5625 per Class A
  preferred share        |         |           |  |        |            |         |  |              |         |               |  |               |          |        | (1,188 | ) |        |   |    |   |        |      |  |   |         |        | (1,188 | )
|                            
|                            
|                            
|                            
|                             | Amortization of unearned
compensation                     |                                                |         |          |   |        |            |        |   |              |         |              |   |               |          |       |        |   |        |  |     |   |        | 224  |   |   |         | 224    |       
|                            
|                             | Net loss                                                  |                                                |         |          |   |        |            |        |   |              |         |              |   |               |          | (1,538 | )      |   |        |  |     |   |        |     |   |   |         | (1,538 | )     
|                            
|                            
|                            
|                            
|                             | Other comprehensive income                                |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |        |       
|                            
|                            
|                            
|                            
|                             |                                                           |   Net unrealized gain
on   interest rate swap |         |           |  |        |            |         |  |              |         |               |  |               |          |        |       |   |        |   | 986 |   |        |      |  |   |         |        | 986    |  
|                             |                                                           |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |       
|                             | Total comprehensive loss                                  |                                                |         |          |   |        |            |        |   |              |         |              |   |               |          |       |        |   |        |  |     |   |        |     |   |   |         | (552   | )     
|                             |                                                           |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |       
|Balance at March 31, 2003    |                                                           |                                                | 181,000 |           |   |        | 17,323,712 |         |   | $            | 357,305 |               |   | $             | (118,870 | )      |        | $ | (787   | ) |     | $ | (1,960 | )    |   | $ | 235,688 |       
|                             |                                                           |                                                |         |           |   |        |            |         |   |              |         |               |   |               |          |        |        |   |        |   |     |   |        |      |   |   |         |       

See notes to consolidated financial statements.

5



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##### 



BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED, AMOUNTS IN THOUSANDS)

|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |        |       |        |  
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------- | ------- | ------ | ------ | ------ | ------ | ----- | ------ | -
|                                                         |                                                                                                |                                                 |                                       |         | 2003   |        | 2002  
|                                                         |                                                                                                |                                                 |                                       |         |        |        |       
|Cash flows from operating activities:                    |                                                                                                |                                                 |                                       |         |        |        |        |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net loss                                                                                       |                                                 | $                                     | (1,538  | )      |        | $      | (1,945 | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Adjustments
to reconcile net loss to net cash flow provided by (used in) operating
activities- |                                                 |                                       |         |        |        |        |        |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Gain on disposal/sale of assets                 |                                       |         | (1,417 | )      |        |        |      |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Depreciation and amortization                   |                                       |         | 8,091  |        |        |        | 7,532 |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Amortization of unearned compensation           |                                       |         | 224    |        |        |        | 466   |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Equity in loss of unconsolidated joint ventures |                                       |         | 844    |        |        |        | 636   |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Deferred lease revenue                          |                                       |         | 187    |        |        |        | 19    |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Minority interests                              |                                       |         | (804   | )      |        |        | (462  | )     
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                | Changes in assets and liabilities-              |                                       |         |        |        |        |        |       |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                |                                                 | Accounts receivable and inventories   |         |        | (4,797 | )      |        |       | 1,167  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                |                                                 | Restricted cash                       |         |        | (3,226 | )      |        |       | 1,389  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                |                                                 | Accounts payable and accrued expenses |         |        | 1,601  |        |        |       | (3,185 | )
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                |                                                 | Amounts due to/from lessees           |         |        | (331   | )      |        |       | 2,536  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                                                                                |                                                 | Other                                 |         |        | 1,153  |        |        |       | 653    |  
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Net cash flow provided by (used in) operating activities |                                                                                                |                                                 | (13                                   | )       |        |        | 8,806  |       
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Cash flows from investing activities:                    |                                                                                                |                                                 |                                       |         |        |        |        |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Cash assumed in connection with termination of leases                                          |                                                 |                                       |        |        |        |        | 5,765  |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Investment in unconsolidated joint ventures                                                    |                                                 |                                       | (350    | )      |        |        | (1,750 | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Distributions received from unconsolidated joint ventures                                      |                                                 |                                       | 84      |        |        |        | 148    |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Improvements and additions to hotel properties, net                                            |                                                 |                                       | (3,029  | )      |        |        | (1,844 | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net proceeds from sale of assets                                                               |                                                 |                                       | 14,833  |        |        |        |       |      
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Net cash flow provided by investing activities           |                                                                                                |                                                 | 11,538                                |         |        |        | 2,319  |       
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Cash flows from financing activities:                    |                                                                                                |                                                 |                                       |         |        |        |        |       
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Payments of dividends and distributions                                                        |                                                 |                                       | (4,747  | )      |        |        |       |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net borrowings (repayments) against credit facility                                            |                                                 |                                       |        |        |        |        | 1,454  |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net borrowings (repayments) of term notes                                                      |                                                 |                                       | (13,875 | )      |        |        | (544   | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Payment of deferred financing costs                                                            |                                                 |                                       | (286    | )      |        |        | (445   | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net proceeds from issuance of common shares                                                    |                                                 |                                       | 137     |        |        |        | 24     |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Cash payment for common share purchases                                                        |                                                 |                                       | (50     | )      |        |        | (92    | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Distributions to joint venture minority interest partners                                      |                                                 |                                       | (55     | )      |        |        | (171   | )    
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Net cash flow provided by (used in) financing activities |                                                                                                |                                                 | (18,876                               | )       |        |        | 226    |       
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Net change in cash and cash equivalents                  |                                                                                                | $                                               | (7,351                                | )       |        | $      | 11,351 |       
|                                                        
|                                                        
|                                                        
|                                                        
|Cash and cash equivalents, beginning of period           |                                                                                                |                                                 | 25,453                                |         |        |        | 3,610  |       
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       
|Cash and cash equivalents, end of period                 |                                                                                                | $                                               | 18,102                                |         |        | $      | 14,961 |       
|                                                         |                                                                                                |                                                 |                                       |         |        |        |        |       

See notes to consolidated financial statements.

6



---



##### 



BOYKIN LODGING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED, DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

1. BACKGROUND:

Boykin Lodging Company (Boykin), an Ohio corporation, is a real
estate investment trust (REIT) that owns hotels throughout the United States
of America. As of March 31, 2003, Boykin owned interests in 31 hotels containing
a total of 8,800 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 March 31, 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 March 31, 2003, Boykin owned three hotels with hotel operators
through joint venture structures. The following table sets forth these joint
ventures:

|                       |  |                               |  |            |    |            |  |                     |   |                |  |                                         |  |              
|---------------------- |  | ----------------------------- |  | ---------- | -- | ---------- |  | ------------------- | - | -------------- |  | --------------------------------------- |  | -------------
|                       |  |                               |  | Boykin     |    | JV         |  |                     |   |               
|Name of                |  | JV                            |  | Ownership  |    | Ownership  |  | Hotel Owned         |   | Date of       
|Joint Venture          |  | Partner                       |  | Percentage |    | Percentage |  | Under Joint Venture |   | 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 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.

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

7



---



##### 



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 certain components of net loss, including Boykins share, related to the
unconsolidated joint ventures discussed above as of March 31, 2003 and December
31, 2002 and for the three month periods ended March 31, 2003 and 2002:

|                                                 |  |            |        |                |  |           |        |              |  |   |        |  |  |   |        | 
|------------------------------------------------ |  | ---------- | ------ | -------------- |  | --------- | ------ | ------------ |  | - | ------ |  |  | - | ------ | 
|                                                 |  | BOYKIN/AEW |        | BOYKIN/CONCORD
|                                                 |  |            |        |               
|                                                 |  | MARCH 31,  |        | DECEMBER 31,   |  | MARCH 31, |        | DECEMBER 31,
|                                                 |  | 2003       |        | 2002           |  | 2003      |        | 2002        
|                                                 |  |            |        |                |  |           |        |             
|Total assets                                     |  | $          | 69,723 |                |  | $         | 70,058 |              |  | $ | 22,943 |  |  | $ | 23,762 | 
|                                                
|                                                
|                                                
|                                                
|Total liabilities                                |  |            | 40,892 |                |  |           | 39,941 |              |  |   | 17,409 |  |  |   | 17,494 | 
|                                                
|                                                
|                                                
|                                                
|Equity                                           |  |            | 28,831 |                |  |           | 30,117 |              |  |   | 5,534  |  |  |   | 6,268  | 
|                                                
|                                                
|                                                
|                                                
|Boykins share of equity                         |  |            | 12,781 |                |  |           | 12,992 |              |  |   | 2,767  |  |  |   | 3,134  | 
|                                                
|                                                
|                                                
|                                                
|Boykins additional basis in Boykin
Chicago, LLC |  |            | 1,022  |                |  |           | 1,030  |              |  |   |       |  |  |   |       | 
|                                                 |  |            |        |                |  |           |        |              |  |   |        |  |  |   |        | 
|Investment in unconsolidated joint
venture       |  | $          | 13,803 |                |  | $         | 14,022 |              |  | $ | 2,767  |  |  | $ | 3,134  | 

|                                    |  |                    |        |                    |  |      |        |      |  |   |       |   |  |   |      |  
|----------------------------------- |  | ------------------ | ------ | ------------------ |  | ---- | ------ | ---- |  | - | ----- | - |  | - | ---- | -
|                                    |  | THREE MONTHS ENDED |        | THREE MONTHS ENDED
|                                    |  | MARCH 31,          |        | MARCH 31,         
|                                    |  |                    |        |                   
|                                    |  | 2003               |        | 2002               |  | 2003 |        | 2002
|                                    |  |                    |        |                    |  |      |        |     
|Revenues                            |  | $                  | 2,395  |                    |  | $    | 1,656  |      |  | $ | 1,386 |   |  | $ | 602  |  
|                                   
|                                   
|                                   
|                                   
|Hotel operating expenses            |  |                    | (2,276 | )                  |  |      | (1,528 | )    |  |   | (877  | ) |  |   | (570 | )
|                                   
|                                   
|                                   
|                                   
|Real estate related depreciation    |  |                    | (771   | )                  |  |      | (395   | )    |  |   | (304  | ) |  |   | (145 | )
|                                   
|                                   
|                                   
|                                   
|Property taxes, insurance and other |  |                    | (130   | )                  |  |      | (175   | )    |  |   | (142  | ) |  |   | (114 | )
|                                    |  |                    |        |                    |  |      |        |      |  |   |       |   |  |   |      |  
|Operating income                    |  |                    | (782   | )                  |  |      | (442   | )    |  |   | (63   | ) |  |   | (227 | )
|                                   
|                                   
|                                   
|                                   
|Amortization                        |  |                    | (69    | )                  |  |      | (97    | )    |  |   | (22   | ) |  |   | (21  | )
|                                   
|                                   
|                                   
|                                   
|Interest expense                    |  |                    | (439   | )                  |  |      | (385   | )    |  |   | (205  | ) |  |   | (149 | )
|                                   
|                                   
|                                   
|                                   
|Other                               |  |                    | 4      |                    |  |      | (81    | )    |  |   | (402  | ) |  |   |     |  
|                                    |  |                    |        |                    |  |      |        |      |  |   |       |   |  |   |      |  
|Net loss                            |  |                    | (1,286 | )                  |  |      | (1,005 | )    |  |   | (566  | ) |  |   | (397 | )
|                                   
|                                   
|                                   
|                                   
|Boykins share of net loss          |  |                    | (561   | )                  |  |      | (438   | )    |  |   | (283  | ) |  |   | (199 | )

Taxable REIT Subsidiaries

As of January 1, 2002, Boykin leased 31 properties to taxable REIT subsidiaries (TRS) and 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.

As of March 31, 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.

8



---



##### 



Hotel Operators

As of March 31, 2003, Boykin Management Company Limited Liability
Company (BMC) and certain of its subsidiaries managed 17 of the 31 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 10 of the
hotels under a long-term management agreement. Interstate Hotels and Resorts,
Outrigger Lodging Services, Davidson and Concord each manage 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.

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

During the first quarter of 2003, revenue was recognized under
percentage of completion accounting as the project had achieved a sufficient
level of completion and the cost of the project had become reasonably estimable.
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 $6,445 in revenues and $4,112 in costs under the
percentage of completion method of accounting for the three month period ended
March 31, 2003.

The amount of costs in excess of the revenue recognized on the White
Sand Villas project is $1,706 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 $6,445 as of
March 31, 2003.

Revenues from condominium development and unit sales for the first
quarter of 2003 includes revenues related to the sale of 14 Sanibel View Villas
condominium units. The remaining six Sanibel View Villas units have a net book
value of $862 and are reflected in other assets on the accompanying balance
sheet.

9



---



##### 



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.

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 March 31, 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. In addition, to address concerns raised by some constituents about the
lack of comparability caused by multiple transition methods, Statement No. 148
does not permit the use of the Statement No. 123 prospective method of
transition for changes to the fair value based method made in fiscal years
beginning after December 15, 2003. Adoption is not expected to have a material
effect on the financial condition or results of operations of Boykin.

As of March 31, 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.

|                                           |         |   |                              |       |           |   |        |       |  
|------------------------------------------ | ------- | - | ---------------------------- | ----- | --------- | - | ------ | ----- | -
|                                           |         |   | THREE MONTHS ENDED MARCH 31,
|                                           |         |   |                             
|                                           |         |   | 2003                         |       | 2002     
|                                           |         |   |                              |       |          
|                                           |         |   | PRO FORMA                    |       | PRO FORMA
|                                           |         |   |                              |       |          
|Net loss applicable to common shareholders |         | $ | (2,726                       | )     |           | $ | (1,945 | )    
|                                          
|                                          
|                                          
|                                          
|Stock-based employee compensation expense  |         |   | (32                          | )     |           |   | (38    | )    
|                                           |         |   |                              |       |           |   |        |      
|Proforma net loss                          |         |   | (2,758                       | )     |           |   | (1,983 | )    
|                                          
|                                          
|                                          
|                                          
|Proforma net loss per common share:        |         |   |                              |       |           |   |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Basic   |   | $                            | (0.16 | )         |   | $      | (0.12 | )
|                                          
|                                          
|                                          
|                                          
|                                           | Diluted |   | $                            | (0.16 | )         |   | $      | (0.12 | )

10



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##### 



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 March 31, 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. Boykin has not yet completed
its analysis of SFAS 149 and therefore the effect on Boykins consolidated
financial statements of the implementation of SFAS 149 when effective has not
yet been determined.

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 months ended March 31, 2003 and 2002, the weighted
average basic and diluted common shares outstanding were as follows:

|                               |                         |  |                    |        |      |  |            |        | 
|------------------------------ | ----------------------- |  | ------------------ | ------ | ---- |  | ---------- | ------ | 
|                               |                         |  | THREE MONTHS ENDED
|                               |                         |  | MARCH 31,         
|                               |                         |  |                   
|                               |                         |  | 2003               |        | 2002
|                               |                         |  |                    |        |     
|Basic                          |                         |  | 17,316,701         |        |      |  | 17,218,244 |       
|                              
|                              
|                              
|                              
|Effect of dilutive securities: |                         |  |                    |        |      |  |            |       
|                              
|                              
|                              
|                              
|                               | Common stock options    |  |                    | 20,614 |      |  |            | 35,555 | 
|                              
|                              
|                              
|                              
|                               | Restricted share grants |  |                    | 75,313 |      |  |            | 40,533 | 
|                               |                         |  |                    |        |      |  |            |       
|Diluted                        |                         |  | 17,412,628         |        |      |  | 17,294,332 |       

4. PARTNERSHIP UNITS/MINORITY INTERESTS:

A total of 2,718,256 limited partnership units of the Partnership were
issued and outstanding at March 31, 2003 and 2002. The weighted average number
of limited partnership units outstanding for the three month periods ended March
31, 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.

11



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##### 



5. DISCONTINUED OPERATIONS:

The provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets require that assets sold or held for sale be
treated as discontinued operations. Boykin considers assets to be held for
sale when they are under contract and are immediately available to be sold.

In February 2003, Boykin sold the Knoxville Hilton and the Hampton Inn
Lake Norman for aggregate proceeds of $15,200. 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. Prior to February, the properties were
not immediately available for sale because the sale required a modification of
the loan terms, which was granted in February.

The assets and liabilities of the two properties as of December 31,
2002, and the results of operations of the properties through the sale date and
for the three months ended March 31, 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.

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

|                                                  |          |   |                              |      |      |   |        |      |  
|------------------------------------------------- | -------- | - | ---------------------------- | ---- | ---- | - | ------ | ---- | -
|                                                  |          |   | THREE MONTHS ENDED MARCH 31,
|                                                  |          |   | 2003                         |      | 2002
|                                                  |          |   |                              |      |     
|Revenues                                          |          | $ | 795                          |      |      | $ | 1,706  |     
|                                                 
|                                                 
|                                                 
|                                                 
|Hotel operating expenses                          |          |   | (805                         | )    |      |   | (1,470 | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Property taxes, insurance and other               |          |   | (135                         | )    |      |   | (104   | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Other expenses                                    |          |   | (7                           | )    |      |   | (9     | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense                                  |          |   | (87                          | )    |      |   | (150   | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Real estate related depreciation and amortization |          |   | (109                         | )    |      |   | (188   | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of deferred financing costs          |          |   | (155                         | )    |      |   | (12    | )   
|                                                  |          |   |                              |      |      |   |        |     
|                                                  | Net loss |   |                              | (503 | )    |   |        | (227 | )

|                                      |                   |   |              |        | 
|------------------------------------- | ----------------- | - | ------------ | ------ | 
|                                      |                   |   | DECEMBER 31,
|                                      |                   |   | 2002        
|                                      |                   |   |             
|Accounts receivable, net              |                   | $ | 309          |       
|                                     
|                                     
|                                     
|                                     
|Inventories                           |                   |   | 35           |       
|                                     
|                                     
|                                     
|                                     
|Other assets                          |                   |   | 66           |       
|                                     
|                                     
|                                     
|                                     
|Deferred financing costs, net         |                   |   | 158          |       
|                                     
|                                     
|                                     
|                                     
|Investment in hotel properties, net   |                   |   | 13,392       |       
|                                      |                   |   |              |       
|                                      | Total assets      |   | $            | 13,960 | 
|                                     
|Accounts payable and accrued expenses |                   | $ | 696          |       
|                                     
|                                     
|                                     
|                                     
|Term notes payable                    |                   |   | 14,250       |       
|                                      |                   |   |              |       
|                                      | Total liabilities |   | $            | 14,946 | 

6. CREDIT FACILITY:

Boykin has a revolving credit facility which enables it to borrow up to
$65,000, subject to borrowing base and loan-to-value limitations, at a rate that
ranges between LIBOR plus 2.25% to 4.00%, as defined. Boykin is required to pay
a 0.25% fee on the unused portion of the credit facility. The facility expires
in July 2003 and contains a one-year extension option, subject to certain
approvals. The credit facility is secured by seven hotel properties with a net
carrying value of $93,538 and $94,334 at March 31, 2003 and December 31, 2002,
respectively. There were no outstanding borrowings against the credit facility
at March 31, 2003 or December 31, 2002.

12



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##### 



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 maintain the franchise agreement at 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 March 31, 2003.

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 March 31, 2003 and December 31, 2002 was $124,280 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 is secured by ten
Doubletree hotels with a net carrying value of $225,663 and $226,698 at March
31, 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 March 31, 2003.

Boykins $45,000 term loan agreement will mature in July 2003. Boykin
intends to refinance the obligation upon maturity. 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 March 31, 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 $42,720 and $43,150 at March
31, 2003 and December 31, 2002, respectively, and bears interest at a rate that
fluctuates at LIBOR plus 2.00% to 4.00% (4.84% at March 31, 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 to maintain a
leverage ratio below a specified level. Boykin is required to maintain the
franchise agreement at each hotel and to maintain its REIT status. Boykin was in
compliance with its covenants at March 31, 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 and the Hampton Inn Lake Norman in February 2003, the loan
balance was reduced to $93,750. The loan matures in July 2003 and contains two
one-year extension options. Boykin is currently evaluating its refinancing and
extension options with respect to this loan. The loan is now secured by seven
hotel properties with a net carrying value of $61,568 at March 31, 2003. 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% (3.69% at March 31, 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 entities are not available to pay the
creditors of BHC. The loan agreement also requires BHC to hold funds in escrow
for the payment of capital expenditures, insurance and real estate taxes and
requires BHC to maintain certain financial reporting requirements. BHC was in
compliance with these requirements at March 31, 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 until July 2003. BHC also has 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 March 31,
2003.

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% (3.84% at March 31, 2003) and requires principal payments based upon the
closing of condominium sales. At March 31, 2003, $955 was outstanding on the
loan.

13



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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 March 31, 2003, outstanding letters of credit
totaled $2,116. As of March 31, 2003, Boykin has not entered into any
significant other off-balance sheet financing arrangements.

Maturities of long-term debt at March 31, 2003 are as follows:

| |  | 
| |  | 

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2003                |  | $ | 137,400 | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,402   | 
|                   
|                   
|                   
|                   
|2005                |  |   | 3,557   | 
|                   
|                   
|                   
|                   
|2006                |  |   | 2,788   | 
|                   
|                   
|                   
|                   
|2007                |  |   | 2,990   | 
|                   
|                   
|                   
|                   
|2008 and thereafter |  |   | 111,815 | 
|                    |  |   |         | 
|                    |  | $ | 260,952 | 
|                    |  |   |         | 

8. RELATED PARTY TRANSACTIONS:

Management fees earned by BMC related to hotel management contracts
during the three months ended March 31, 2003 and 2002 totaled $919 and $848,
respectively. As of March 31, 2003, Boykin had related party payables to BMC of
$1,220, primarily related to management fees and reimbursements of expenses on
behalf of the hotel properties.

Through March 31, 2003, Boykin paid a wholly-owned subsidiary of BMC
$129 and $17, respectively, for design and project management services related
to capital improvements at its hotels. During 2001, the subsidiary sold a
portion of its business to an unrelated third party. A portion of the sales
price is contingent upon the revenues the business receives from Boykin.

9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

As of March 31, 2003, and December 31, 2002, there were $4,851 and
$4,747, respectively, of common and preferred dividends and Partnership
distributions which were declared but not paid.

Interest paid during the three-month periods ended March 31, 2003 and
2002 was $4,525 and $5,028, respectively.

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

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 March 31, 2003, Boykins TRSs have a
deferred tax asset of approximately $2,200, 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

14



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##### 



of March 31, 2003, the
net operating loss carry-forwards have remaining lives of approximately 19 to 20
years.

11. SUBSEQUENT EVENTS

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, will continue as
Doubletree hotels under license agreements, 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 will 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 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 9th. 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 at differing points throughout the remainder 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 due 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 will be 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.

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 is expected to commence on or around June 1,
2003 and will provide for royalty fees of 4% of rooms revenue, plus standard
marketing fees. Boykin expects that the change in brand affiliation will improve
revenues and house profit at the Berkeley hotel.

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.

Also subsequent to the end of the quarter, Boykin exercised its right
to cancel the management agreement with Interstate for the Holiday Inn
Minneapolis West. Boykin is currently in negotiations with BMC regarding the
terms of a new management agreement for the property which would commence in
July 2003.

15



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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 31 hotels throughout
the United States. Boykin Lodging was formed and completed an initial public
offering in 1996 to continue and expand the over 40-year history of hotel
ownership, acquisition, redevelopment and repositioning activities of its
predecessors, Boykin Management Company and its affiliates (the Boykin Group).
Boykin Hotel Properties, L.P., an Ohio limited partnership (the Partnership),
is the operating partnership entity that transacts business and holds the direct
and indirect ownership interests in our hotels. As of March 31, 2003, Boykin
Lodging 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. We seek to achieve these objectives through the following key business
strategies relating to the ownership and operation of our hotels:

     Maximizing operating cash flows of our hotels through:



| |  |  | Aggressive asset
management to maximize revenue and control expenses;
| | - |  | ---------------------------------------------------------------------
| |  |  | Use of the Taxable REIT
Subsidiary (TRS) structure;                
| |  |  | Reinvestment in our hotels; and                                      
| |  |  | Strategic
brand positioning.                                         

     Identifying opportunities to enhance returns on our hotels by investing in new initiatives such as:



| |  |  | Developing ancillary conference centers meeting International Association of Conference Centers (IACC) standards
within our existing hotels and in newly acquired properties;
and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Expanding and redeveloping our properties to improve asset performance.                                                                                                            

     Managing our hotel portfolio mix to enhance its potential for
growth in RevPAR, meaning room revenue per available room, and
            operating income by:



| |  |  | Identifying key markets with high barriers to entry for future acquisitions;                                                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------
| |  |  | Acquiring upscale commercial and resort hotels located in these key markets at a discount to their replacement
cost;              
| |  |  | Acquiring assets in these markets with repositioning and rebranding opportunities; and                                            
| |  |  | Selling assets that we believe have lower long-term growth
prospects because of their physical characteristics or market
location.

     Optimizing our capital structure and improving our financial flexibility by;



| |  |  | Managing our leverage and debt service coverage ratios;                                                         
| | - |  | ----------------------------------------------------------------------------------------------------------------
| |  |  | Expanding the nature
and sources of our capital;                                                                
| |  |  | Utilizing secured debt when it can be structured
to provide flexibility regarding the collateral properties; and
| |  |  | Using joint
ventures when appropriate to maximize return on invested capital and manage risk
exposure.          

FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2003

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

Our operations during the first quarter were negatively impacted by the
commencement of the war with Iraq, as well as the continuing softness in the
economy, the continued warnings regarding the threat of terrorist attacks and

16



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##### 



travel-related fears concerning the SARS virus. During the first quarter of
2003, our comparable consolidated portfolio comprised of properties owned and
operated as a TRS at both March 31, 2003 and 2002, experienced a RevPAR decline
of 3.5% from the first 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 450 basis points over the same period of
2002.

We are progressing with the expansion project at the Pink Shell Beach
Resort which will increase the number of rooms at the resort by 39. The project
includes demolishing 53 cottage units (38 have already been removed) and
constructing a new 92-unit tower called White Sand Villas, which will
significantly upgrade the character of the resort. Construction has progressed
to the fifth floor of the planned nine floor tower and the entire project is
scheduled for completion during the fourth quarter of 2003.

The outlook for the remainder of 2003 is unclear. The impact of the war
is lingering even after its conclusion. As a result, we have rescinded previous
guidance and are temporarily suspending any quarterly or full-year guidance.

During the quarter our Board of Directors declared a dividend on our
common and preferred shares of $0.18 per common share and $6.5625 per preferred
share. The dividends were payable to shareholders of record as of March 31, 2003
and were paid on May 1 and April 15, 2003, respectively. Due to the significant impact that the recent war and economic environment have had on our cash flows and the uncertainty for the remainder of 2003, we are anticipating recommending to the board that they withhold declaring a common share dividend for the second quarter. We believe that it is in the best interest of the Company to retain cash until we can gain clarity around future anticipated performance and the appropriate level of
dividends.

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 in adjacent 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.

CRITICAL ACCOUNTING POLICY

Revenue recognition  Percentage of Completion

During the first quarter, we recognized revenue related to the White
Sand Villas project under the percentage of completion method. The project has
achieved a sufficient level of completion and the cost of the project has become
reasonably estimable. Percentage of completion accounting involves the use of
the estimates for the relation of revenue on sold units to total revenues of the
project and for the total cost of the project. The profit margin realized on the
project could change if actual sales prices different 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 March 31, 2003 Compared to Quarter Ended March 31, 2002

Total revenues increased 10.8% to $66.1 million for the first quarter
2003 versus $59.6 million for the same period in 2002. The improvement was the
result of an increase in condominium revenues of $6.6 million. Hotel revenues
for the three months ended March 31, 2003 were $55.9 million, an increase of
1.5% from the $55.1 million in hotel revenues for the same period in 2002.
Comparable hotel revenues decreased by $2.2 million, and were partially offset
by the $3.0 million of hotel revenues related to the Marriotts Hunt Valley Inn
TRS, which was formed in September 2002. The formation of the TRS caused a
decrease in lease revenue of $1.0 million.

Hotel operating profit margins of the consolidated hotels under the TRS
structure for the first quarter of 2003 was 21.1%, a decrease from the 26.0%
hotel operating profit for the first quarter of 2002. The addition of the
Marriotts Hunt Valley Inn did not materially impact the operating profit
percentages. For these 27 hotels, RevPAR for the first quarter fell 3.5% over
the same period in the prior year. The change was a result of a slight occupancy
increase, from 57.1% to 57.2% and a 3.7% decrease in average daily rate to
$89.15 from $92.57 in 2002. Decreased

17



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##### 



margins were the result of multiple
causes. 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.

Property taxes, insurance and other increased from $4.0 million to $4.3
million, or by 7.8%, due primarily to increases in the cost of insurance.

Cost of condominium development and unit sales increased from $2.4
million for the first quarter of 2002 to $6.3 million for 2003. The increase in
costs is a result of revenue recognized under the percentage of completion
method of accounting for the White Sand Villas development. Margins increased
from 24.4% to 35.5% from year to year. 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.

Interest expense from continuing operations decreased from $4.8 million
to $4.3 million from first quarter 2002 to 2003 due to a decrease in average
borrowings on our line of credit from nearly $40.0 million during the first
quarter of 2002 to $0 in 2003, and the reduction in the outstanding balance of
the $45.0 million term loan from proceeds from the preferred depositary share
offering.

As a result of the above, the first quarter 2003 resulted in a net loss
before discontinued operations of $2.3 million compared to the same period last
year when the net loss totaled $1.8 million.

In accordance with Statement of Financial Accounting Standards No. 144,
we have reclassified operations related to the assets sold during the first
quarter of 2003 as discontinued operations for both periods presented in the
accompanying consolidated statements of operations. The operating loss from
discontinued operations for the first quarter of 2003 was $0.4 million compared
to a 2002 first quarter loss of $0.2 million. Also included in discontinued
operations are the results from the sales of the properties in February 2003
resulting in a net gain of $1.2 million, net of minority interest. There were no
property sales during the first quarter of 2002.

Our funds from operations applicable to common shareholders (FFO) for
the quarter ended March 31, 2003 was $2.6 million compared to $4.2 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.

18



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##### 



The following is a reconciliation between net loss and FFO for the
three months ended March 31, 2003 and 2002, respectively (in thousands):

|                                                                  |  |                    |        |      |  |   |        |  
|----------------------------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                                                  |  | THREE MONTHS ENDED
|                                                                  |  | MARCH 31,         
|                                                                  |  |                   
|                                                                  |  | 2003               |        | 2002
|                                                                  |  |                    |        |     
|Net loss                                                          |  | $                  | (1,538 | )    |  | $ | (1,945 | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Minority interest                                                 |  |                    | (804   | )    |  |   | (462   | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Gain on disposal/sale of assets                                   |  |                    | (1,417 | )    |  |   |       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Depreciation and amortization                                     |  |                    | 7,140  |      |  |   | 6,829  |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Depreciation and amortization included in discontinued operations |  |                    | 109    |      |  |   | 188    |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Equity loss in unconsolidated joint ventures                      |  |                    | 844    |      |  |   | 636    |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|FFO applicable to joint ventures                                  |  |                    | (184   | )    |  |   | (438   | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Preferred dividends declared                                      |  |                    | (1,188 | )    |  |   |       |  
|                                                                  |  |                    |        |      |  |   |        |  
|Funds from operations after preferred dividends                   |  | $                  | 2,962  |      |  | $ | 4,808  |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less: Funds from operations related to minority interest          |  |                    | 402    |      |  |   | 656    |  
|                                                                  |  |                    |        |      |  |   |        |  
|Funds from operations applicable to common shareholders           |  | $                  | 2,560  |      |  | $ | 4,152  |  
|                                                                  |  |                    |        |      |  |   |        |  

The following table illustrates key operating statistics of our
portfolio for the three months ended March 31, 2003 and 2002:

|                                  |                               |  |                    |        |      |  |   |        |  
|--------------------------------- | ----------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                  |                               |  | THREE MONTHS ENDED
|                                  |                               |  | MARCH 31,         
|                                  |                               |  |                   
|                                  |                               |  | 2003               |        | 2002
|                                  |                               |  |                    |        |     
|All Hotels (31 hotels) (a)        |                               |  |                    |        |      |  |   |       
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues (in thousands) |  | $                  | 60,929 |      |  | $ | 61,571 |  
|                                 
|                                 
|                                 
|                                 
|                                  | RevPAR                        |  | $                  | 51.06  |      |  | $ | 51.29  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy                     |  |                    | 56.1   | %    |  |   | 55.4   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate            |  | $                  | 91.04  |      |  | $ | 92.64  |  
|                                 
|                                 
|                                 
|                                 
|Comparable Hotels (27 hotels) (b) |                               |  |                    |        |      |  |   |       
|                                 
|                                 
|                                 
|                                 
|                                  | Hotel revenues (in thousands) |  | $                  | 52,888 |      |  | $ | 55,102 |  
|                                 
|                                 
|                                 
|                                 
|                                  | RevPAR                        |  | $                  | 50.95  |      |  | $ | 52.81  |  
|                                 
|                                 
|                                 
|                                 
|                                  | Occupancy                     |  |                    | 57.2   | %    |  |   | 57.1   | %
|                                 
|                                 
|                                 
|                                 
|                                  | Average daily rate            |  | $                  | 89.15  |      |  | $ | 92.57  |  



|(a) |  | Includes all hotels owned by Boykin at the end of the quarter
whether or not wholly-owned by Boykin, owned through a consolidated or
unconsolidated joint venture and whether or not operated under the TRS
structure.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | Includes all consolidated hotels operated under the TRS structure
for both periods and 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; the 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.

19



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##### 



As of March 31, 2003, we had $18.1 million of unrestricted cash and
cash equivalents, $11.0 million of cash restricted for the payment of capital
expenditures, real estate taxes, interest and insurance, and $5.7 million of
restricted cash representing deposits on condominium sales. We had outstanding
borrowings totaling $261.0 million against our term notes payable.

We have a $65 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 million, $45 million,
and $108 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 reduced
the outstanding balance on the $45 million term loan to just under $42 million.
Annual dividends of $2.625 per depositary share are payable quarterly upon
authorization of the Board of Directors. The shares are listed on the New York
Stock Exchange.

In January 2003, we closed on a $23.3 million construction loan secured
by our White Sand Villas condominium project at the Pink Shell Beach Resort. The
loan is due in January 2005 and requires principal payments based upon
condominium sales. The remaining funding of construction costs will be provided
by deposits already collected on pre-sales of the condominium units. As of March
31, 2003, the loan had an outstanding balance of $1.0 million.

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.

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.

CAPITAL PROJECTS

Through March 31, 2003, we had approximately $3.0 million of fixed
asset additions at our hotels. 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 and costs related to the design and construction of our
ancillary conference centers.

We are proceeding with the construction of the White Sand Villas
condominium tower. Total costs of the condominium tower are estimated to be
approximately $25.0 million, including cumulative expenditures of $5.8 million
through the first quarter, with a scheduled completion date during the fourth
quarter of 2003.

We have commenced construction on the first of two phases of our
ancillary conference center development project in Berkeley. We anticipate that
the first phase will be completed and operational in late May. Commencement of
the second phase will then take place, and is expected to be completed and fully
operational during the fourth

20



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##### 



quarter of 2003. We are also moving forward with
plans for an ancillary conference center within our Omaha property. We have
received our building permit and hope to start construction within the next 30
days. 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 received from
hotel operations.

COMPETITION AND OTHER ECONOMIC FACTORS

Our hotels are located in developed areas that contain other hotel
properties. The future occupancy, average daily rate 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

Our primary market risk exposure consists of changes in interest rates
on borrowings under our debt instruments that bear interest at variable rates
that fluctuate with market interest rates. These debt instruments include our
$65 million secured credit facility, our $45 million secured term loan, our $108
million term loan, our $23 million construction loan and our share of floating
rate debt of our unconsolidated joint ventures of $25.1 million.

We have entered into both variable and fixed rate debt arrangements to
allow us to optimize the balance of using variable rate debt versus fixed rate
debt. Our variable rate debt allows us to maximize financial flexibility when
selling properties and minimize potential prepayment penalties on fixed rate
loans. Our $130 million, 6.9% fixed rate term note allows us to minimize our
interest rate risk exposure. In March 2001, we also purchased interest
protection on $83 million of our floating rate debt that fixes the overall
interest rate on this debt at 7.32% through July 2003. Including this $83
million, approximately 79% of our outstanding debt at March 31, 2003, is
fixed-rate in nature. The weighted average interest rate of our variable rate
debt was 4.6% for the quarter ended March 31, 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

21



---



##### 



changes in market rates is
significant. Under a forward interest rate agreement, if the referenced interest
rate increases, we would be entitled to a receipt in settlement of the agreement
that economically would offset the higher financing cost of the debt issued. If
the referenced interest rate decreases, we would make payments in settlement of
the agreement, creating an expense that economically would offset the reduced
financing cost of the debt issued. Other than the interest protection agreement
discussed above, we do not have any other material market-sensitive financial
instruments.

We do not believe that changes in market interest rates will have a
material impact on the performance or fair value of our hotel portfolio because
the value of our hotel portfolio is based primarily on the operating cash flow
of the hotels, before interest expense charges. However, a change of 1/4% in the
index rate to which our variable rate debt is tied would change our annual
interest incurred by $0.1 million, based upon the balances outstanding on our
variable rate instruments at March 31, 2003.

ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.

An evaluation was performed under the supervision and with the
participation of the principal executive and financial officers with regard to
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)). Based upon their evaluation as of a
date within 90 days of the filing date of this quarterly report, they concluded
that our disclosure controls and procedures were adequate and effective.

(b)  Changes in Internal Controls.

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

PART II

ITEM 1. LEGAL PROCEEDINGS

Our company is subject to various legal proceedings and claims that
arise in the ordinary course of business. In the opinion of management, the
amount of any ultimate liability with respect to these actions will not
materially affect our financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

22



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##### 



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

(a)  Exhibits

|     |  |     |  |                                                                                                                               
|---- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                    
|    
|    
|    
|    
|3.2  |  | (b) |  | Code of Regulations                                                                                                           
|    
|    
|    
|    
|3.3  |  | (e) |  | Amendment to the Companys Articles of Incorporation for the 101/2% Class A
Cumulative Preferred Shares, Series 2002-A        
|    
|    
|    
|    
|4.1  |  | (b) |  | Specimen Share Certificate                                                                                                    
|    
|    
|    
|    
|4.2  |  | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                        
|    
|    
|    
|    
|4.3  |  | (c) |  | Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin                                                        
|    
|    
|    
|    
|     |  |     |  | Lodging Company and National City Bank, as rights agent                                                                       
|    
|    
|    
|    
|4.3a |  | (d) |  | Amendment to Shareholder Rights Agreement dated as of December 31, 2001,
between Boykin Lodging Company and National City Bank
|    
|    
|    
|    
|4.4  |  | (e) |  | Form of Preferred Share Certificate                                                                                           
|    
|    
|    
|    
|4.5  |  | (e) |  | Form of Depositary Receipt                                                                                                    
|    
|    
|    
|    
|    
|    
|    
|    
|99.1 |  |     |  | Certifications 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

None.

23



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##### 



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.

SIGNATURES

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

|             |  |                                                                                       
|------------ |  | --------------------------------------------------------------------------------------
|May 14, 2003 |  | /s/ Robert W. BoykinRobert W. Boykin
Chairman of the Board
and Chief Executive Officer
|             |  | (Principal Executive Officer)                                                         

|             |  |                                                                                                                                     
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------
|May 14, 2003 |  | /s/ Shereen P. JonesShereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer
(Principal Accounting Officer)



---



##### 



SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

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



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

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



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

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



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

|                   |  |                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------
|Date: May 14, 2003 |  |                                                                                            
|                  
|                   |  | By:  /s/ Robert W. BoykinRobert W. Boykin
Chairman of the Board
and Chief Executive Officer





---



##### 



SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

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



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

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



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

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



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

|                   |  |                                                                                                           
|------------------ |  | ----------------------------------------------------------------------------------------------------------
|Date: May 14, 2003 |  |                                                                                                           
|                  
|                   |  | By:  /s/ Shereen P. JonesShereen P. Jones
Executive Vice President,
Chief Financial and Investment Officer





---



##### 



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 101/2% Class A
Cumulative Preferred Shares, Series 2002-A        
|    
|    
|    
|    
|4.1  |  | (b) |  | Specimen Share Certificate                                                                                                    
|    
|    
|    
|    
|4.2  |  | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                        
|    
|    
|    
|    
|4.3  |  | (c) |  | Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin                                                        
|    
|    
|    
|    
|     |  |     |  | Lodging Company and National City Bank, as rights agent                                                                       
|    
|    
|    
|    
|4.3a |  | (d) |  | Amendment to Shareholder Rights Agreement dated as of December 31, 2001,
between Boykin Lodging Company and National City Bank
|    
|    
|    
|    
|4.4  |  | (e) |  | Form of Preferred Share Certificate                                                                                           
|    
|    
|    
|    
|4.5  |  | (e) |  | Form of Depositary Receipt                                                                                                    
|    
|    
|    
|    
|99.1 |  |     |  | Certifications 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.