TABLE OF CONTENTS




|                                                    |                                                    |  |  |  |  |  |  | 
|--------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  |  | 
|BOYKIN LODGING COMPANY                             
|CONSOLIDATED BALANCE SHEETS                        
|                                                    | AS OF MARCH 31, 2000 AND DECEMBER 31, 1999        
|CONSOLIDATED STATEMENTS OF INCOME                  
|                                                    | FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
|CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY     
|                                                    | FOR THE THREE MONTHS ENDED MARCH 31, 2000         
|CONSOLIDATED STATEMENTS OF CASH FLOWS              
|                                                    | FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY
|CONSOLIDATED BALANCE SHEETS                        
|                                                    | AS OF MARCH 31, 2000 AND DECEMBER 31, 1999        
|CONSOLIDATED STATEMENTS OF OPERATIONS              
|                                                    | FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
|CONSOLIDATED STATEMENTS OF CASH FLOWS              
|                                                    | FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         



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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2000           Commission file number 001-11975




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

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

| |                                                     
| | ----------------------------------------------------
| | (216) 430-1200                                      
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| | (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.

YesX  No ___

The number of common shares, without par value, outstanding as of May 12,
2000: 17,135,901



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##### Table of Contents



PART I

ITEM 1.   FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

|                                                        |                                                                                                      |  |  |    | 
|------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- |  |  | -- | 
|BOYKIN LODGING COMPANY:                                
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999                   |  |  | 3  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Statements of Income for the Three Months
Ended March 31, 2000 and 1999 (unaudited)     |  |  | 4  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Statement of Shareholders Equity for the Three Months
Ended March 31, 2000 (unaudited) |  |  | 5  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999 (unaudited) |  |  | 6  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Notes to Consolidated Financial Statements                                                           |  |  | 7  | 
|                                                       
|BOYKIN MANAGEMENT COMPANY LIMITED LIABILITY COMPANY AND
|                                                       
|                                                       
|                                                       
|                                                       
|SUBSIDIARIES:                                          
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999                   |  |  | 12 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Statements of Operations for the Three Months
Ended March 31, 2000 and 1999 (unaudited) |  |  | 13 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999 (unaudited) |  |  | 14 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Notes to Consolidated Financial Statements                                                           |  |  | 15 | 





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##### Table of Contents









BOYKIN LODGING COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
(dollar amounts in thousands)

|                                           |  |                                                        |         |                                                          |         |             |         |              |         |   |         | 
|------------------------------------------ |  | ------------------------------------------------------ | ------- | -------------------------------------------------------- | ------- | ----------- | ------- | ------------ | ------- | - | ------- | 
|                                           |  |                                                        |         |                                                          |         | (Unaudited)
|                                           |  |                                                        |         |                                                          |         | March 31,   |         | December 31,
|                                           |  |                                                        |         |                                                          |         | 2000        |         | 1999        
|                                           |  |                                                        |         |                                                          |         |             |         |             
|                                           |  |                                                        |         | ASSETS                                                  
|                                          
|                                          
|                                          
|                                          
|Investment in hotel properties, net        |  | $                                                      | 580,376 |                                                          |         | $           | 584,875 |             
|                                          
|                                          
|                                          
|                                          
|Cash and cash equivalents                  |  |                                                        | 3,958   |                                                          |         |             | 3,971   |             
|                                          
|                                          
|                                          
|                                          
|Rent receivable from lessees:             
|                                          
|                                          
|                                          
|                                          
|                                           |  | Related party lessees                                  |         |                                                          | 5,249   |             |         |              | 4,280   |  
|                                          
|                                          
|                                          
|                                          
|                                           |  | Third party lessees                                    |         |                                                          | 1,435   |             |         |              | 430     |  
|                                          
|                                          
|                                          
|                                          
|Deferred expenses, net                     |  |                                                        | 3,378   |                                                          |         |             | 3,660   |             
|                                          
|                                          
|                                          
|                                          
|Restricted cash                            |  |                                                        | 3,352   |                                                          |         |             | 3,572   |             
|                                          
|                                          
|                                          
|                                          
|Investment in unconsolidated joint venture |  |                                                        | 4,167   |                                                          |         |             | 4,369   |             
|                                          
|                                          
|                                          
|                                          
|Other assets                               |  |                                                        | 3,094   |                                                          |         |             | 946     |             
|                                           |  |                                                        |         |                                                          |         |             |         |             
|                                           |  | $                                                      | 605,009 |                                                          |         | $           | 606,103 |             
|                                           |  |                                                        |         |                                                          |         |             |         |             
|                                           |  |                                                        |         | LIABILITIES AND SHAREHOLDERS EQUITY                    
|                                          
|                                          
|                                          
|                                          
|Borrowings against credit facility         |  | $                                                      | 124,000 |                                                          |         | $           | 119,000 |             
|                                          
|                                          
|                                          
|                                          
|Term notes payable                         |  |                                                        | 175,000 |                                                          |         |             | 175,000 |             
|                                          
|                                          
|                                          
|                                          
|Accounts payable and accrued expenses      |  |                                                        | 9,594   |                                                          |         |             | 8,799   |             
|                                          
|                                          
|                                          
|                                          
|Dividends/distributions payable            |  |                                                        | 8,728   |                                                          |         |             | 8,700   |             
|                                          
|                                          
|                                          
|                                          
|Due to lessees:                           
|                                          
|                                          
|                                          
|                                          
|                                           |  | Related party lessees                                  |         |                                                          | 735     |             |         |              | 796     |  
|                                          
|                                          
|                                          
|                                          
|                                           |  | Third party lessees                                    |         |                                                          | 683     |             |         |              | 1,815   |  
|                                          
|                                          
|                                          
|                                          
|Minority interest in joint ventures        |  |                                                        | 7,756   |                                                          |         |             | 7,755   |             
|                                          
|                                          
|                                          
|                                          
|Minority interest in operating partnership |  |                                                        | 10,045  |                                                          |         |             | 10,508  |             
|                                          
|                                          
|                                          
|                                          
|Shareholders equity:                     
|                                          
|                                          
|                                          
|                                          
|                                           |  | Preferred shares, without par value; 10,000,000 shares
|                                          
|                                          
|                                          
|                                          
|                                           |  |                                                        |         | Authorized; no shares issued and outstanding            
|                                          
|                                          
|                                          
|                                          
|                                           |  | Common shares, without par value; 40,000,000 shares    |         |                                                          |        |             |         |              |        |  
|                                          
|                                          
|                                          
|                                          
|                                           |  |                                                        |         | Authorized; 17,131,240 and 17,106,242 shares outstanding
|                                          
|                                          
|                                          
|                                          
|                                           |  |                                                        |         | March 31, 2000 and December 31, 1999, respectively       |         |             |        |              |         |   |        | 
|                                          
|                                          
|                                          
|                                          
|                                           |  | Additional paid-in capital                             |         |                                                          | 311,126 |             |         |              | 310,396 |  
|                                          
|                                          
|                                          
|                                          
|                                           |  | Retained deficit                                       |         |                                                          | (40,898 | )           |         |              | (35,434 | )
|                                          
|                                          
|                                          
|                                          
|                                           |  | Unearned compensation  restricted shares              |         |                                                          | (1,760  | )           |         |              | (1,232  | )
|                                           |  |                                                        |         |                                                          |         |             |         |             
|                                           |  |                                                        |         | Total shareholders equity                               |         |             | 268,468 |              |         |   | 273,730 | 
|                                           |  |                                                        |         |                                                          |         |             |         |             
|                                           |  | $                                                      | 605,009 |                                                          |         | $           | 606,103 |             
|                                           |  |                                                        |         |                                                          |         |             |         |             

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

3



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##### Table of Contents









BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited, amounts in thousands except for per share data)

|                                                      |                                                                    |   |        |        |   |      |        |        |   | 
|----------------------------------------------------- | ------------------------------------------------------------------ | - | ------ | ------ | - | ---- | ------ | ------ | - | 
|                                                      |                                                                    |   |        | 2000   |   | 1999
|                                                      |                                                                    |   |        |        |   |     
|Revenues:                                            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Lease revenue from related party                                   |   | $      | 16,096 |   |      | $      | 15,621 |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other lease revenue                                                |   |        | 3,970  |   |      |        | 3,773  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Revenues related to hotel operations                               |   |        | 1,258  |   |      |        |       |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Interest and other income                                          |   |        | 163    |   |      |        | 68     |  
|                                                      |                                                                    |   |        |        |   |      |        |       
|                                                      |                                                                    |   | 21,487 |        |   |      | 19,462 |       
|                                                      |                                                                    |   |        |        |   |      |        |       
|Expenses:                                            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Real estate related depreciation and amortization                  |   |        | 7,785  |   |      |        | 7,140  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Real estate and personal property taxes, insurance and ground rent |   |        | 2,667  |   |      |        | 2,597  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | General and administrative                                         |   |        | 1,555  |   |      |        | 1,427  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Expenses related to hotel operations                               |   |        | 1,026  |   |      |        |       |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Interest expense                                                   |   |        | 5,585  |   |      |        | 4,979  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Amortization of deferred financing costs                           |   |        | 267    |   |      |        | 159    |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Gain on property insurance recovery                                |   |        | (407   | ) |      |        |       |  
|                                                      |                                                                    |   |        |        |   |      |        |       
|                                                      |                                                                    |   | 18,478 |        |   |      | 16,302 |       
|                                                      |                                                                    |   |        |        |   |      |        |       
|                                                     
|Equity loss of unconsolidated joint venture           |                                                                    |   | (115   | )      |   |      |       |       
|                                                      |                                                                    |   |        |        |   |      |        |       
|Income before minority interests                      |                                                                    |   | 2,894  |        |   |      | 3,160  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Minority interest in joint ventures                                |   |        | (93    | ) |      |        | (112   | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Minority interest in operating partnership                         |   |        | (144   | ) |      |        | (166   | )
|                                                      |                                                                    |   |        |        |   |      |        |       
|Net income applicable to common shares                |                                                                    | $ | 2,657  |        |   | $    | 2,882  |       
|                                                      |                                                                    |   |        |        |   |      |        |       
|Earnings per share:                                  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic                                                              |   | $      | 0.16   |   |      | $      | 0.17   |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Diluted                                                            |   | $      | 0.15   |   |      | $      | 0.17   |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Weighted average number of common shares outstanding:
|                                                      | Basic                                                              |   |        | 17,128 |   |      |        | 17,047 |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Diluted                                                            |   |        | 17,290 |   |      |        | 17,047 |  

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

4



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##### Table of Contents









BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited, dollar amounts in thousands)

|                                           |  |        |            |         |  |            |         |              |  |       |         |   |  |   |        |   |  |   |         |  
|------------------------------------------ |  | ------ | ---------- | ------- |  | ---------- | ------- | ------------ |  | ----- | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                           |  |        |            |         |  | Additional
|                                           |  | Common |            | Paid-In |  | Retained   |         | Unearned    
|                                           |  | Shares |            | Capital |  | Deficit    |         | Compensation |  | Total
|                                           |  |        |            |         |  |            |         |              |  |      
|Balance, December 31, 1999                 |  |        | 17,106,242 |         |  | $          | 310,396 |              |  | $     | (35,434 | ) |  | $ | (1,232 | ) |  | $ | 273,730 |  
|                                          
|                                          
|                                          
|                                          
|Issuance of common shares                  |  |        | 24,998     |         |  |            | 730     |              |  |       |        |   |  |   | (635   | ) |  |   | 95      |  
|                                          
|                                          
|                                          
|                                          
|Dividends declared  $.47 per common
share |  |        |           |         |  |            |        |              |  |       | (8,121  | ) |  |   |       |   |  |   | (8,121  | )
|                                          
|                                          
|                                          
|                                          
|Amortization of unearned compensation      |  |        |           |         |  |            |        |              |  |       |        |   |  |   | 107    |   |  |   | 107     |  
|                                          
|                                          
|                                          
|                                          
|Net income                                 |  |        |           |         |  |            |        |              |  |       | 2,657   |   |  |   |       |   |  |   | 2,657   |  
|                                           |  |        |            |         |  |            |         |              |  |       |         |   |  |   |        |   |  |   |         |  
|Balance, March 31, 2000                    |  |        | 17,131,240 |         |  | $          | 311,126 |              |  | $     | (40,898 | ) |  | $ | (1,760 | ) |  | $ | 268,468 |  
|                                           |  |        |            |         |  |            |         |              |  |       |         |   |  |   |        |   |  |   |         |  

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

5



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##### Table of Contents









BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited, amounts in thousands)

|                                      |                                                                                        |                                                |                                       |        |        |        |      |        |        |        |  
|------------------------------------- | -------------------------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | -
|                                      |                                                                                        |                                                |                                       |        | 2000   |        | 1999
|                                      |                                                                                        |                                                |                                       |        |        |        |     
|Cash flows from operating activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Net income                                                                             |                                                | $                                     | 2,657  |        |        | $    | 2,882  |       
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net income to net cash flow provided by operating activities-
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Gain on property insurance recovery            |                                       |        | (407   | )      |      |        |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Depreciation and amortization                  |                                       |        | 8,052  |        |      |        | 7,299  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Amortization of unearned compensation          |                                       |        | 107    |        |      |        |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Equity loss of unconsolidated joint venture    |                                       |        | 115    |        |      |        |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Minority interests                             |                                       |        | 237    |        |      |        | 278    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Changes in assets and liabilities-            
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                | Rent receivable                       |        |        | (1,974 | )    |        |        | (863   | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                | Restricted cash                       |        |        | 220    |      |        |        | 1,153  |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                | Other assets                          |        |        | (2,148 | )    |        |        | 180    |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        |                                                | Accounts payable and accrued expenses |        |        | 795    |      |        |        | 432    |  
|                                      |                                                                                        |                                                | Due to lessees                        |        |        | (1,193 | )    |        |        | (3,102 | )
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|                                      |                                                                                        | Net cash flow provided by operating activities |                                       |        | 6,461  |        |      |        | 8,259  |       
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|Cash flows from investing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Improvement and additions to hotel properties                                          |                                                |                                       | (4,050 | )      |        |      | (6,532 | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from property insurance recovery                                          |                                                |                                       | 1,186  |        |        |      |       |       
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|                                      |                                                                                        | Net cash flow used for investing activities    |                                       |        | (2,864 | )      |      |        | (6,532 | )     
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|Cash flows from financing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Payments of dividends and distributions                                                |                                                |                                       | (8,700 | )      |        |      | (8,618 | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Borrowings against credit facility                                                     |                                                |                                       | 5,000  |        |        |      | 2,000  |       
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from issuance of common shares                                            |                                                |                                       | 95     |        |        |      |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Proceeds from issuance of share warrant                                                |                                                |                                       |       |        |        |      | 500    |       
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions to joint venture minority interest partners, net                         |                                                |                                       | (92    | )      |        |      | (362   | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions received from unconsolidated joint venture                               |                                                |                                       | 87     |        |        |      |       |       
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|                                      |                                                                                        | Net cash flow used for financing activities    |                                       |        | (3,610 | )      |      |        | (6,480 | )     
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|                                      |                                                                                        | Net change in cash and cash equivalents        |                                       |        | (13    | )      |      |        | (4,753 | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                        | Cash and cash equivalents, beginning of period |                                       |        | 3,971  |        |      |        | 5,643  |       
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       
|                                      |                                                                                        | Cash and cash equivalents, end of period       |                                       | $      | 3,958  |        |      | $      | 890    |       
|                                      |                                                                                        |                                                |                                       |        |        |        |      |       

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

6



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##### Table of Contents






BOYKIN LODGING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(dollar amounts in thousands except per share data)

1. BACKGROUND:

Boykin Lodging Company is a real estate investment trust that owns hotels
throughout the United States and leases its properties to established hotel
operators. As of March 31, 2000 Boykin owned interests in 32 hotels containing a total of
9,110 guest rooms located in 17 states.

Boykins principal source of revenue is lease payments from lessees
pursuant to percentage lease agreements. Percentage lease revenue is based
upon the room, food and beverage and other revenues of Boykins hotels. The
lessees ability to make payments to Boykin pursuant to the percentage
leases is dependent primarily upon the operations of the hotels.

Formation and Significant Events

In November 1996, Boykin completed its initial public offering (IPO),
and through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), acquired nine hotel properties and leased them to Boykin
Management Company Limited Liability Company (BMC). BMC
is indirectly owned by Robert
W. Boykin, Chairman, President and Chief Executive Officer of Boykin Lodging
Company (53.8%) and his brother, John E. Boykin (46.2%). The Partnership
acquired eight additional hotel properties in 1997 using remaining proceeds
from the IPO and borrowings under Boykins credit facility.

In February 1998, Boykin completed a follow-on public equity offering of
4,500,000 common shares. The net proceeds of approximately $106,313 were
contributed to the Partnership and used to pay down existing indebtedness under
the credit facility, purchase limited partnership units from two unaffiliated
limited partners, fund the acquisitions of two hotels purchased in March 1998
and for general corporate purposes.

In May 1998, Boykin completed its merger with Red Lion Inns Limited
Partnership, in which Boykin acquired Red Lion Inns Operating L.P. (OLP),
which owns a portfolio of ten DoubleTree-licensed hotels. In the transaction,
Boykin issued 3,109,606 common shares and paid approximately $35,305 in cash to
the Red Lion limited partners and general partner. The total consideration
value, including assumed liabilities of approximately $155,710 and common
shares issued valued at $80,333, was $271,348.

In February 1999, Boykin formed a joint venture with AEW Partners III,
L.P. (AEW), an investment partnership managed by AEW Capital Management, L.P.,
a Boston-based real estate investment firm. Boykin formed the joint venture
with AEW to take advantage of acquisition opportunities in the lodging
industry. In August 1999, the Boykin/AEW venture acquired a hotel in downtown
Chicago.

Consolidated Joint Ventures

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

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

Effective February 1, 2000, Boykin took over the operations of the Radisson
Hotel Mt. Laurel under REIT tax regulations related to foreclosure properties.
The hotel was previously owned 85% by Boykin under a joint venture agreement with
an affiliate of Radisson Hotels Worldwide (Radisson) and was leased to the
Radisson affiliate. Under the terms of the agreement with Radisson, the lease
was terminated and Boykin obtained a 100% interest in the hotel. The hotel is
managed by a wholly-owned subsidiary of BMC pursuant to a management
agreement.

7



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##### Table of Contents



Unconsolidated Joint Venture

Under the Boykin/AEW joint venture agreement, AEW will provide up
to $50,000 of equity capital for the joint venture, and Boykin will provide up
to $17,000 and serve as the operating member of the joint venture. Because of the non-controlling nature of its 25% ownership interest
in the joint venture, Boykin accounts for its investment utilizing the equity
method.

After the end of the two-year investment period, AEW has the option to
acquire Boykin convertible preferred shares in exchange for its capital invested in
the joint venture. Pursuant to the venture agreements, AEW also purchased a
warrant for $500, which gives AEW the right to buy up to $20,000 of Boykins
preferred or common shares (at Boykins election) for $16.48 per
share. As of March 31, 2000, subject to certain contingencies, based on their capital invested
in the joint venture,
AEW had the option to acquire preferred shares convertible into 791,191 common
shares after February 2001 at $16.48 per share.

In August 1999, the Boykin/AEW venture partnered with a private investor,
forming Boykin Chicago, LLC, and purchased the 421-room Executive Plaza Hotel
located in Chicago, Illinois. Boykin/AEW has a 75% interest in Boykin Chicago.

Basis of Presentation

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

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. 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, 1999.

2. NET INCOME PER SHARE AND PARTNERSHIP UNIT:

Boykins basic and
diluted earnings per share for the three months ended March
31, 2000 under SFAS No. 128, Earnings per Share are as follows:

|                                  |  |      |      |      |  |   |      | 
|--------------------------------- |  | ---- | ---- | ---- |  | - | ---- | 
|                                  |  | 2000 |      | 1999
|                                  |  |      |      |     
|Basic earnings per common share   |  | $    | 0.16 |      |  | $ | 0.17 | 
|                                 
|                                 
|                                 
|                                 
|Diluted earnings per common share |  | $    | 0.15 |      |  | $ | 0.17 | 

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period. Diluted earnings per share adjusts the
weighted average shares outstanding for the effect of all dilutive

8



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##### Table of Contents



securities. At March 31, 2000 and 1999, a total of 1,291,114 limited partnership units were
issued and outstanding. The basic and diluted weighted average number of
common shares and limited partnership units outstanding for the three months
ended March 31, 2000 was 18,419,033 and 18,581,075, respectively. For the
three months ended March 31, 1999 the basic and diluted weighted average number
of common shares and limited partnership units outstanding was 18,338,499.

3. INTERCOMPANY CONVERTIBLE NOTE:

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

4. CREDIT FACILITY:

Boykin has an unsecured credit facility with a group of banks, which
enables Boykin to borrow up to $175,000, subject to borrowing base and
loan-to-value limitations, at a rate of interest that fluctuates at LIBOR plus
1.40% to 2.25% (7.9% at March 31, 2000), as defined. Boykin is required to pay
a .25% fee on the unused portion of the credit facility. The credit facility
expires in June 2000 and Boykin is in the process of
refinancing the facility. As of March 31, 2000 and December 31, 1999, outstanding
borrowings against the credit facility were $124,000 and $119,000,
respectively.

The credit facility requires Boykin, among other things, to maintain a
minimum net worth, a coverage ratio of EBITDA to debt service, and a coverage
ratio of EBITDA to debt service and fixed charges. Further, Boykin is required
to maintain the franchise agreement at each hotel and to maintain its REIT
status. Boykin was in compliance with its covenants at March 31, 2000 and
December 31, 1999.

5. TERM NOTES PAYABLE:

OLP has a $130,000 term loan agreement that expires in June 2023 and may
be prepaid without penalty or defeasance after May 21, 2008. The loan bears
interest at a fixed rate of 6.9% until May 2008, and at a new fixed rate to be
determined thereafter. The loan requires interest-only payments until June
2000, with principal repayments commencing thereafter based on a 25-year
amortization schedule. The loan is secured by ten DoubleTree hotels. 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 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 and requires OLP to maintain certain financial
covenants. OLP was in compliance with these covenants at March 31, 2000 and
December 31, 1999.

Boykin has a $45,000 term loan agreement that
expires in October 2002, with two additional one-year extensions, subject to
the satisfaction of certain financial covenants, as defined in the agreement.
The loan is secured by three hotel properties and bears interest at a rate that
fluctuates with LIBOR plus 2% (8.1% at March 31, 2000). 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, 2000 and December 31, 1999.

9



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##### Table of Contents



Maturities of long term debt at March 31, 2000 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2000                |  | $ | 992     | 
|                   
|                   
|                   
|                   
|2001                |  |   | 2,090   | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,239  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 2,399   | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,569   | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 119,711 | 
|                    |  |   |         | 
|                    |  | $ | 175,000 | 
|                    |  |   |         | 

6. PERCENTAGE LEASE AGREEMENTS:

The percentage leases have noncancelable remaining terms ranging from less
than one year to eight years, subject to earlier termination on the occurrence
of certain contingencies, as defined. The rent due under each percentage lease
is the greater of minimum rent, as defined, or percentage rent. Percentage
rent applicable to room and other hotel revenue varies by lease and is
calculated by multiplying fixed percentages by the total amounts of such
revenues over specified threshold amounts. Both the minimum rent and the
revenue thresholds used in computing percentage rents are subject to annual
adjustments based on increases in the United States Consumer Price Index
(CPI). Percentage rent applicable to food and beverage revenues is
calculated by multiplying fixed percentages by the total amounts of such
revenues. Percentage lease revenue for the three months ended March 31, 2000
and 1999 was $20,066 and $19,394, respectively, of which approximately $4,767
and $4,180, respectively, was in excess of minimum rent.

Boykin recognizes lease revenue for interim and annual reporting purposes
on an accrual basis pursuant to the terms of the respective
percentage leases. In December 1999, the Securities and Exchange
Commission issued a Staff Accounting Bulletin (SAB)
No. 101 Revenue Recognition in Financial Statements,
which will change the interim reporting of revenues related to
Boykins leases. Boykin intends to adopt the provisions of SAB
No. 101 in the second quarter of 2000.

Future minimum rentals (ignoring future CPI increases) to be received by
Boykin from BMC and from other lessees pursuant to the percentage leases for
each of the years in the period 2000 to 2004 and in total thereafter are as
follows:

|                    |  |               |         |         |  |        |        |  |  |   |         | 
|------------------- |  | ------------- | ------- | ------- |  | ------ | ------ |  |  | - | ------- | 
|                    |  | Related Party |         | Other  
|                    |  | Lessees       |         | Lessees |  | Totals
|                    |  |               |         |         |  |       
|Remainder of 2000   |  | $             | 37,862  |         |  | $      | 8,096  |  |  | $ | 45,958  | 
|                   
|                   
|                   
|                   
|2001                |  |               | 44,012  |         |  |        | 10,794 |  |  |   | 54,806  | 
|                   
|                   
|                   
|                   
|2002                |  |               | 36,991  |         |  |        | 9,334  |  |  |   | 46,325  | 
|                   
|                   
|                   
|                   
|2003                |  |               | 11,743  |         |  |        | 7,464  |  |  |   | 19,207  | 
|                   
|                   
|                   
|                   
|2004                |  |               | 8,993   |         |  |        | 7,464  |  |  |   | 16,457  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |               | 18,144  |         |  |        | 21,862 |  |  |   | 40,006  | 
|                    |  |               |         |         |  |        |        |  |  |   |         | 
|                    |  | $             | 157,745 |         |  | $      | 65,014 |  |  | $ | 222,759 | 

7. RELATED PARTY TRANSACTIONS:

The Chairman, President and Chief Executive Officer of Boykin is the
majority shareholder of BMC. BMC and Westboy LLC, a subsidiary of BMC, were a
significant source of Boykins percentage lease revenue through March 31, 2000.
At March 31, 2000 and December 31, 1999, Boykin had rent receivable of $5,249
and $4,280, respectively, due from related party lessees.

At March 31, 2000 and December 31, 1999, Boykin had a payable to related
party lessees of $735 and $796, respectively, primarily for the reimbursement
of capital expenditure costs incurred on behalf of the Partnership and OLP.

Spectrum Design Services (Spectrum) is a wholly-owned subsidiary of BMC
that provides design, purchasing and project management services to Boykin for
capital improvements at its hotels. Boykin paid Spectrum

10



---



##### Table of Contents



$333 for services during the quarter ended March 31, 2000 consisting of $169 for design services, $88 for
purchasing services, $49 for project management services and $27 for
reimbursement of expenses.

8. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

During the three-month periods ended March 31, 2000 and 1999, noncash
financing transactions consisted of $8,728 and $8,626 respectively, of
dividends and Partnership distributions which were declared but not paid as of
March 31, 2000 and 1999, respectively.

Interest paid during the three-month periods ended March 31, 2000 and 1999
was $5,541 and $4,998, respectively. In the first quarter of 2000, Boykin
issued 51,669 common shares, valued at $635, under Boykins LongTerm Incentive
Plan.

11



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BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
(amounts in thousands)

|                                      |                                                                                                                      |   |             |        |              |   |        |        |  
|------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | - | ----------- | ------ | ------------ | - | ------ | ------ | -
|                                      |                                                                                                                      |   | (Unaudited)
|                                      |                                                                                                                      |   | March 31,   |        | December 31,
|                                      |                                                                                                                      |   | 2000        |        | 1999        
|                                      |                                                                                                                      |   |             |        |             
|ASSETS                               
|                                     
|                                     
|                                     
|                                     
|Cash and cash equivalents             |                                                                                                                      | $ | 25,203      |        |              | $ | 20,787 |       
|                                     
|                                     
|                                     
|                                     
|Accounts receivable:                 
|                                     
|                                     
|                                     
|                                     
|                                      | Trade, net of allowance for doubtful accounts of $129 and $114 at
March 31, 2000 and December 31, 1999, respectively |   |             | 9,975  |              |   |        | 9,916  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Related party lessors                                                                                                |   |             | 924    |              |   |        | 893    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                                |   |             | 274    |              |   |        | 284    |  
|                                     
|                                     
|                                     
|                                     
|Inventories                           |                                                                                                                      |   | 2,287       |        |              |   | 2,366  |       
|                                     
|                                     
|                                     
|                                     
|Property and equipment, net           |                                                                                                                      |   | 335         |        |              |   | 332    |       
|                                     
|                                     
|                                     
|                                     
|Investment in Boykin Lodging Company  |                                                                                                                      |   | 218         |        |              |   | 203    |       
|                                     
|                                     
|                                     
|                                     
|Prepaid expenses and other assets     |                                                                                                                      |   | 2,717       |        |              |   | 2,463  |       
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|                                      | Total assets                                                                                                         |   | $           | 41,933 |              |   | $      | 37,244 |  
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|LIABILITIES AND MEMBERS CAPITAL     
|                                     
|                                     
|                                     
|                                     
|Rent payable to related party lessors |                                                                                                                      | $ | 5,440       |        |              | $ | 5,192  |       
|                                     
|                                     
|                                     
|                                     
|Accounts payable:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Trade                                                                                                                |   |             | 3,567  |              |   |        | 2,530  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Advance deposits                                                                                                     |   |             | 2,186  |              |   |        | 942    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Bank overdraft liability                                                                                             |   |             | 6,366  |              |   |        | 5,507  |  
|                                     
|                                     
|                                     
|                                     
|Accrued expenses:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued payroll                                                                                                      |   |             | 1,668  |              |   |        | 946    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued vacation                                                                                                     |   |             | 2,987  |              |   |        | 2,761  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued sales, use and occupancy taxes                                                                               |   |             | 2,220  |              |   |        | 1,719  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued management fee                                                                                               |   |             | 6,201  |              |   |        | 5,170  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other accrued liabilities                                                                                            |   |             | 7,238  |              |   |        | 5,763  |  
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|                                      | Total liabilities                                                                                                    |   |             | 37,873 |              |   |        | 30,530 |  
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|Members capital:                    
|                                     
|                                     
|                                     
|                                     
|                                      | Capital contributed                                                                                                  |   |             | 3,000  |              |   |        | 3,000  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Retained earnings                                                                                                    |   |             | 1,296  |              |   |        | 3,965  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive loss                                                                                 |   |             | (236   | )            |   |        | (251   | )
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|                                      | Total members capital                                                                                               |   |             | 4,060  |              |   |        | 6,714  |  
|                                      |                                                                                                                      |   |             |        |              |   |        |       
|                                      | Total liabilities and members capital                                                                               |   | $           | 41,933 |              |   | $      | 37,244 |  
|                                      |                                                                                                                      |   |             |        |              |   |        |       

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

12



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##### Table of Contents









BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited, amounts in thousands)

|                   |                                            |                   |      |        |        |      |      |        |        | 
|------------------ | ------------------------------------------ | ----------------- | ---- | ------ | ------ | ---- | ---- | ------ | ------ | 
|                   |                                            |                   |      | 2000   |        | 1999
|                   |                                            |                   |      |        |        |     
|Revenues:         
|                  
|                  
|                  
|                  
|                   | Room revenue                               |                   | $    | 38,949 |        |      | $    | 34,751 |       
|                  
|                  
|                  
|                  
|                   | Food and beverage revenue                  |                   |      | 17,499 |        |      |      | 17,268 |       
|                  
|                  
|                  
|                  
|                   | Other hotel revenue                        |                   |      | 3,376  |        |      |      | 3,373  |       
|                  
|                  
|                  
|                  
|                   | Other revenue                              |                   |      | 682    |        |      |      | 526    |       
|                   |                                            |                   |      |        |        |      |      |       
|                   |                                            | Total revenues    |      |        | 60,506 |      |      |        | 55,918 | 
|                   |                                            |                   |      |        |        |      |      |       
|Expenses:         
|                  
|                  
|                  
|                  
|                   | Departmental expenses of hotels:          
|                  
|                  
|                  
|                  
|                   |                                            | Rooms             |      |        | 9,832  |      |      |        | 8,646  | 
|                  
|                  
|                  
|                  
|                   |                                            | Food and beverage |      |        | 12,535 |      |      |        | 12,661 | 
|                  
|                  
|                  
|                  
|                   |                                            | Other             |      |        | 1,849  |      |      |        | 1,881  | 
|                  
|                  
|                  
|                  
|                   | Cost of goods sold of non-hotel operations |                   |      | 96     |        |      |      | 15     |       
|                  
|                  
|                  
|                  
|                   | Percentage lease expense                   |                   |      | 17,127 |        |      |      | 15,621 |       
|                  
|                  
|                  
|                  
|                   | General and administrative                 |                   |      | 6,797  |        |      |      | 6,222  |       
|                  
|                  
|                  
|                  
|                   | Advertising and promotion                  |                   |      | 3,564  |        |      |      | 3,134  |       
|                  
|                  
|                  
|                  
|                   | Utilities                                  |                   |      | 2,391  |        |      |      | 2,220  |       
|                  
|                  
|                  
|                  
|                   | Franchisor royalties and other charges     |                   |      | 1,891  |        |      |      | 1,724  |       
|                  
|                  
|                  
|                  
|                   | Repairs and maintenance                    |                   |      | 3,055  |        |      |      | 2,724  |       
|                  
|                  
|                  
|                  
|                   | Depreciation and amortization              |                   |      | 26     |        |      |      | 30     |       
|                  
|                  
|                  
|                  
|                   | Management fee expense                     |                   |      | 1,808  |        |      |      | 1,769  |       
|                  
|                  
|                  
|                  
|                   | Other expense                              |                   |      | 204    |        |      |      | 195    |       
|                   |                                            |                   |      |        |        |      |      |       
|                   |                                            | Total expenses    |      |        | 61,175 |      |      |        | 56,842 | 
|                   |                                            |                   |      |        |        |      |      |       
|Net loss           |                                            | $                 | (669 | )      |        | $    | (924 | )     
|                   |                                            |                   |      |        |        |      |      |       
|Comprehensive loss |                                            | $                 | (654 | )      |        | $    | (931 | )     
|                   |                                            |                   |      |        |        |      |      |       

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

13



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BOYKIN MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited, amounts in thousands)

|                                               |                                                                                 |                                           |                                   |        |        |       |        |      |       |       |   | 
|---------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ------ | ------ | ----- | ------ | ---- | ----- | ----- | - | 
|                                               |                                                                                 |                                           |                                   |        |        | 2000  |        | 1999
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|Cash flows from operating activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss                                                                        |                                           | $                                 | (669   | )      |       | $      | (924 | )    
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net loss to net cash
provided by operating activities:
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Depreciation and amortization             |                                   |        | 26     |       |        |      | 30    |      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Changes in assets and liabilities:       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Accounts receivable               |        |        | (80   | )      |      |       | 1,181 |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Inventories                       |        |        | 79    |        |      |       | (508  | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Prepaid expenses and other assets |        |        | (254  | )      |      |       | (149  | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Rent payable                      |        |        | 248   |        |      |       | 291   |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Accounts payable                  |        |        | 3,140 |        |      |       | 1,300 |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                           | Other accrued liabilities         |        |        | 3,955 |        |      |       | 4,914 |  
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|                                               |                                                                                 | Net cash provided by operating activities |                                   |        | 6,445  |       |        |      | 6,135 |      
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|Cash flows from investing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Property additions                                                              |                                           |                                   | (29    | )      |       |        | (7   | )    
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|                                               |                                                                                 | Net cash used for investing activities    |                                   |        | (29    | )     |        |      | (7    | )    
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|Cash flows from financing activities:         
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to members                                                        |                                           |                                   | (2,000 | )      |       |        |     |      
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|                                               |                                                                                 | Net cash used for financing activities    |                                   |        | (2,000 | )     |        |      |      |      
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|Net increase in cash and cash equivalents      |                                                                                 |                                           | 4,416                             |        |        |       | 6,128  |     
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                 |                                           | 20,787                            |        |        |       | 12,973 |     
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     
|Cash and cash equivalents, end of period       |                                                                                 | $                                         | 25,203                            |        |        | $     | 19,101 |     
|                                               |                                                                                 |                                           |                                   |        |        |       |        |     

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

14



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##### Table of Contents






BOYKIN MANAGEMENT COMPANYLIMITED LIABILITY COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2000(dollar amounts in thousands)

1. DESCRIPTION OF BUSINESS:

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



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

2. ORGANIZATION:

BMC was formed and commenced operations in November 1996 to continue
and expand the 40-year history of hotel management of its predecessors, Boykin
Management Company and its affiliates. BMC is an Ohio limited liability
company that is indirectly owned by Robert W. Boykin (53.8%) and John E. Boykin
(46.2%). Robert W. Boykin is the Chairman, President and Chief Executive
Officer of Boykin Lodging Company. As of March 31, 2000, BMC and its
subsidiaries lease and/or manage 27 hotels owned by Boykin Lodging Company and
manage two other hotels owned by third parties.

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



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

3. BASIS OF PRESENTATION:

The separate financial statements of BMCs subsidiaries have been
presented on a consolidated basis with BMC. All significant intercompany
transactions and balances have been eliminated. These financial statements
have been prepared in accordance with generally accepted accounting principles
for the interim financial information and with the instructions for Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three-month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. For further
information, refer to BMCs consolidated financial statements and footnotes
thereto included in Boykin Lodging Companys Annual Report on Form 10-K for the year
ended December 31, 1999.

Reclassifications

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

15



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##### Table of Contents



4. PERCENTAGE LEASE AGREEMENTS:

BMC Leases on 15 Hotels

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

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

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

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

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

Westboy Lease on Ten DoubleTree Hotels

Effective January 1, 1998, Westboy entered into a long term lease agreement with Red Lion Inns
Operating L.P. (OLP) with terms similar to those described above. OLP was
acquired by Boykin Lodging Company on May 22, 1998. The ten DoubleTree-licensed
hotels (the DoubleTree Hotels) leased by Westboy are located in California,
Oregon (3), Washington (3), Colorado, Idaho and Nebraska. The hotels are
managed by a subsidiary of Promus Hotel Corporation. BMC made an initial
capital contribution to Westboy of $1,000, of which $900 was funded with a
demand promissory note. Assets of Westboy are not available to pay the
creditors of any other entity, except to the extent of permitted cash
distributions from Westboy to BMC. Similarly, except to the extent of the
unpaid promissory note, the assets of BMC are not available to pay the
creditors of Westboy.

ChiBoy Lease on Executive Plaza Hotel

Effective August 31, 1999, ChiBoy entered into a long-term lease agreement
with Boykin Chicago LLC, an entity in which the Partnership has an 18.75%
interest, with terms similar to those described above. The Executive Plaza
hotel is located in Chicago, Illinois. BMC made an initial capital contribution
to ChiBoy of $280 in cash.

Future minimum rent (ignoring CPI increases) to be paid by BMC, Westboy and ChiBoy under their respective percentage lease agreements at March 31, 2000, for each
of the years in the period 2000 to 2004 and in total thereafter is as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|Remainder of 2000   |  | $ | 40,382  | 
|                   
|                   
|                   
|                   
|2001                |  |   | 48,812  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 41,791  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 16,543  | 
|                   
|                   
|                   
|                   
|2004                |  |   | 12,193  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 18,144  | 
|                    |  |   |         | 
|                    |  | $ | 177,865 | 

16



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##### Table of Contents



5. RELATED PARTY TRANSACTIONS:

Percentage lease expense payable to the Partnership (including OLP) was
$16,096 and $15,621 for the three months ended March 31, 2000 and 1999,
respectively. Percentage lease expense payable to Boykin Chicago was $1,031 for the three months ended March 31,
2000.

At March 31, 2000 and December 31, 1999, BMC (including Westboy) had
receivables from the Partnership of $735 and $796, respectively, primarily for
the reimbursement of capital expenditure costs incurred on behalf of the
Partnership. At March 31, 2000 and December 31, 1999, ChiBoy had receivables
from Boykin Chicago of $189 and $97 respectively, primarily for the
reimbursement of capital expenditure costs incurred on behalf of Boykin
Chicago.

At March 31, 2000 and December 31, 1999, BMC had payables to the
Partnership of $5,249 and $4,280, respectively, for amounts due pursuant to the
percentage leases with the Partnership. At March 31, 2000 and December 31,
1999, ChiBoy had payables to Boykin Chicago of $191 and $912, respectively, for
amounts due pursuant to the percentage lease with Boykin Chicago.

17



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##### Table of Contents



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

BACKGROUND AND BUSINESS STRATEGIES

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



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

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

| |  |  | acquiring upscale, full-service commercial and resort hotels that will
increase our cash flow and are purchased at a discount to their
replacement cost, and;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | developing strategic alliances and relationships with both a network
of high-quality hotel operators and franchisors of the hotel
industrys premier upscale brands.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our principal source of revenue is lease payments from lessees pursuant to
percentage lease agreements. Percentage lease revenue is based upon the room,
food and beverage and other revenues of our hotels. The lessees ability to
make payments to us pursuant to the percentage leases is dependent primarily
upon the operations of the hotels.

BOYKINS FORMATION AND SIGNIFICANT EVENTS

We completed our initial public offering (IPO) in November 1996 and,
through Boykin Hotel Properties, L.P., an Ohio limited partnership (the
Partnership), we acquired nine hotel properties and another eight hotel
properties in 1997 using remaining proceeds from the IPO and borrowings under
our credit facility. Boykin Lodging Company currently has a 92.1% ownership
interest in, is the sole general partner of and does all of its business
through the Partnership.

In February 1998, we completed a follow-on public equity offering of 4.5
million common shares, netting proceeds of approximately $106.3 million. We
used the proceeds to pay down existing indebtedness under our credit facility,
purchase limited partnership units from two unaffiliated limited partners, fund
the acquisitions of two hotels purchased in March 1998 and for general
corporate purposes.

We completed our merger with Red Lion Inns Limited Partnership in May
1998, in which we acquired Red Lion Inns Operating L.P. (OLP), which owns a
portfolio of ten DoubleTree-licensed hotels. In the transaction, we issued 3.1
million common shares and paid approximately $35.3 million in cash to the Red
Lion limited partners and general partner. The total consideration value,
including assumed liabilities of approximately $155.7 million and common shares
issued valued at $80.3 million, was $271.3 million.

In February 1999, we formed a joint venture with AEW Partners III, L.P.
(AEW), an investment

18



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##### Table of Contents



partnership managed by AEW Capital Management, L.P., a Boston-based real estate investment firm. We formed the joint venture with AEW to take advantage of acquisition opportunities in the lodging industry. In August 1999, the Boykin/AEW venture
acquired a hotel in downtown Chicago.

FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2000

Refer to the Results of Operations section below for discussion of our
first quarter results compared to 1999 as well as the operational results of
BMC.

During the first quarter, we continued our renovation program, spending
over $4 million, or approximately six percent of hotel revenues. The majority
of these capital expenditures went into five of our DoubleTree hotels, which
underwent major public space and guest room suite renovations. We plan on
spending a total of approximately $20 million in 2000, or six percent of our
expected hotel revenues. The majority of this amount will be spent completing
our DoubleTree hotels as part of a two-year, $20 million renovation program, as well as
renovating guest rooms and public space at our Buffalo Marriott, Cleveland
Airport Marriott, Columbus Marriott, Berkeley Marina Radisson, and Melbourne,
Florida hotels. We believe it is important to keep our hotels in first-class
condition in an effort to outperform the competition and to deliver superior
REVPAR gains, and we are focusing our renovation activities on hotels in areas
with the highest revenue potential. We also believe the long-term demand for
rooms in most of our markets will continue to grow and therefore we expect to
continue to implement our renovation plans aggressively.

Effective February 1, 2000, we took over the operations of our Radisson
Hotel Mt. Laurel under REIT tax regulations related to foreclosure properties.
The hotel was previously owned 85% by us under a joint venture agreement with
an affiliate of Radisson Hotels Worldwide (Radisson) and was leased to the
Radisson affiliate. Under the terms of our agreement with Radisson, the lease
was terminated and we obtained a 100% interest in the hotel. The hotel is
managed by a wholly-owned subsidiary of BMC pursuant to a management
agreement.

Looking at the remainder of the year and beyond, in spite of new hotels opening this year in
certain of our markets, we anticipate a continued positive impact on our
results of operations stemming from the hotels we renovated in 1998, 1999 and
2000. We continue to actively seek acquisitions or swap candidates for
hotels in our portfolio and we are being selective in terms of yield and
earnings criteria. We also continue to consider expansions at a few of our
hotels as well as the development or sale of land parcels to maximize the value
of our portfolio. We are working on refinancing our debt structure, which will lengthen our average maturities. We expect to complete the refinancing in June
2000.

In December 1999, the Securities and Exchange Commission issued a Staff Accounting Bulletin (SAB) No. 101 Revenue Recognition in Financial Statements, which will change the interim
reporting of revenues related to Boykins leases, but will have no impact on our interim cash flow or year-end results or operations. Boykin intends to adopt the provisions of SAB No. 101 in the second quarter of 2000.

RESULTS OF OPERATIONS

The following discusses our results of operations and those of BMC for the
quarter ended March 31, 2000 compared to the same period in 1999.

19



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##### Table of Contents



Boykin Lodging Company

Quarter Ended March 31, 2000 Compared to 1999

Our percentage lease revenue increased 3.5% to $20.1 million in 2000, from
$19.4 million for the same period in 1999 because of increased hotel revenues
in 2000 over 1999. Percentage lease revenue payable by BMC and Westboy
represented $16.1 million, or 80.2% of total percentage lease revenue in the
2000 period, compared to $15.6 million, or 80.5% of total percentage lease
revenue, in 1999. In 2000 we recorded $1.3 million of revenues related to the
hotel operations of our Mt. Laurel Radisson which we took over on February 1,
2000.

Net income decreased to $2.7 million for the three months ended March 31,
2000, compared to $2.9 million in 1999. As a percent of percentage lease
revenue, net income decreased to 13.2% in 2000 from 14.9% in 1999, primarily
resulting from the following items:



|
|
|
|
|

These items were offset by a gain on property insurance recovery of $.4
million related to property damage at our two Melbourne, Florida
hotels caused by Hurricanes Floyd and Irene in late 1999.

In 2000, we recorded $1.0 million of expenses related to the hotel
operations of our Mt. Laurel Radisson which we took over on February 1, 2000.

Our funds from operations (FFO) for the quarter ended March 31, 2000 was
$10.2 million compared to $10.1 million in 1999. The White Paper on Funds From
Operations approved by the Board of Governors of the National Association of
Real Estate Investment Trusts (NAREIT) in October 1999 defines FFO as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from sales of properties and extraordinary items, plus real estate related
depreciation and amortization, and after comparable adjustments for our portion
of these items related to unconsolidated entities and joint ventures. We
believe that FFO is helpful to investors as a measure of the performance of an
equity REIT because, along with cash flow from operating activities, financing
activities and investing activities, it provides investors with another
indication of the ability of a company to incur and service debt, to make
capital expenditures and to fund other cash needs, including our ability to make cash distributions.

We compute FFO in accordance with the NAREIT White Paper, which may not be
comparable to FFO reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret the current
NAREIT definition differently than us. FFO does not represent cash generated
from operating activities determined by GAAP and should not be considered as an
alternative to net income (determined in accordance with GAAP) as an indication
of our financial performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of our liquidity, nor is it
indicative of funds available to fund our cash needs, including our ability to
make cash distributions. FFO may include funds that may not be available for
managements discretionary use due to functional requirements to conserve funds
for capital expenditures and property acquisitions, and other commitments and
uncertainties. The following is a reconciliation between net income and FFO for
the three months ended March 31, 2000 and 1999, respectively (in thousands):

|                                                  |  |      |        |      |  |   |        |  
|------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                                  |  | 2000 |        | 1999
|                                                  |  |      |        |     
|Net income                                        |  | $    | 2,657  |      |  | $ | 2,882  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Real estate related depreciation and amortization |  |      | 7,785  |      |  |   | 7,140  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Gain on property insurance recovery               |  |      | (407   | )    |  |   |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |  |      | 237    |      |  |   | 278    |  
|                                                 
|                                                 
|                                                 
|                                                 
|Equity loss of unconsolidated joint venture       |  |      | 115    |      |  |   |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|FFO applicable to joint venture minority interest |  |      | (184   | )    |  |   | (199   | )
|                                                  |  |      |        |      |  |   |        |  
|Funds from operations                             |  | $    | 10,203 |      |  | $ | 10,101 |  
|                                                  |  |      |        |      |  |   |        |  

20



---



##### Table of Contents



The following table illustrates key operating statistics of our portfolio
for the three months ended March 31, 2000 and 1999, regardless of ownership:

|                                   |                    |  |                    |        |      |  |   |        |  
|---------------------------------- | ------------------ |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                   |                    |  | Three Months Ended
|                                   |                    |  | March 31,         
|                                   |                    |  |                   
|                                   |                    |  | 2000               |        | 1999
|                                   |                    |  |                    |        |     
|All hotels (32 hotels) (a)        
|                                  
|                                  
|                                  
|                                  
|                                   | Hotel revenues     |  | $                  | 74,063 |      |  | $ | 72,148 |  
|                                  
|                                  
|                                  
|                                  
|                                   | REVPAR             |  | $                  | 59.44  |      |  | $ | 57.65  |  
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy          |  |                    | 63.1   | %    |  |   | 62.2   | %
|                                  
|                                  
|                                  
|                                  
|                                   | Average daily rate |  | $                  | 94.18  |      |  | $ | 92.68  |  
|                                  
|                                  
|                                  
|                                  
|Initial Hotels (9 hotels)         
|                                  
|                                  
|                                  
|                                  
|                                   | Hotel revenues     |  | $                  | 22,361 |      |  | $ | 21,280 |  
|                                  
|                                  
|                                  
|                                  
|                                   | REVPAR             |  | $                  | 70.33  |      |  | $ | 67.43  |  
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy          |  |                    | 69.7   | %    |  |   | 70.2   | %
|                                  
|                                  
|                                  
|                                  
|                                   | Average daily rate |  | $                  | 100.88 |      |  | $ | 96.09  |  
|                                  
|                                  
|                                  
|                                  
|DoubleTree Portfolio (10 hotels)  
|                                  
|                                  
|                                  
|                                  
|                                   | Hotel revenues     |  | $                  | 25,364 |      |  | $ | 25,527 |  
|                                  
|                                  
|                                  
|                                  
|                                   | REVPAR             |  | $                  | 53.60  |      |  | $ | 52.64  |  
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy          |  |                    | 64.8   | %    |  |   | 62.9   | %
|                                  
|                                  
|                                  
|                                  
|                                   | Average daily rate |  | $                  | 82.77  |      |  | $ | 83.69  |  
|                                  
|                                  
|                                  
|                                  
|
|                                  
|                                  
|                                  
|                                  
|Acquired Hotels (13 hotels)(a) (b)
|                                   | Hotel revenues     |  | $                  | 26,338 |      |  | $ | 25,341 |  
|                                  
|                                  
|                                  
|                                  
|                                   | REVPAR             |  | $                  | 57.15  |      |  | $ | 55.39  |  
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy          |  |                    | 57.4   | %    |  |   | 56.3   | %
|                                  
|                                  
|                                  
|                                  
|                                   | Average daily rate |  | $                  | 99.65  |      |  | $ | 98.34  |  



|(a) |  | Includes predecessors results in 1999 related to the Executive Plaza Hotel.                                     
|--- |  | -----------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | Represents the operating results of hotels acquired by Boykin since our
IPO, other than the DoubleTree portfolio.

BMC

Quarter Ended March 31, 2000 Compared to 1999

For the quarter ended March 31, 2000, BMCs hotel revenues increased 8.0%,
to $59.8 million, compared to $55.4 million for the same period in 1999. The
increase was primarily because of the addition of the Executive Plaza Hotel in
which ChiBoy commenced operations in August 1999. The increase was also due to
increased revenues at BMCs Marriott and Radisson hotels in 2000
compared to 1999, which are benefitting from recent renovations.

Percentage lease expense for the quarter ended March 31, 2000 increased
9.6%, to $17.1 million, compared to $15.6 million for the same period in 1999,
primarily due to the addition of the Executive Plaza Hotel, which was

21



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##### Table of Contents



not included in the 1999 operating results. Departmental and other hotel operating
expenses, consisting primarily of rooms expenses, food and beverage costs,
franchise fees, utilities, repairs and maintenance, management fees, and other
general and administrative expenses of the hotels were $44.0 million in the
quarter ended March 31, 2000 compared to $41.2 million for the same period in
1999. As a percent of hotel revenues, the departmental and other hotel
operating expenses decreased slightly to 73.4% in 2000 from 74.4% in 1999,
resulting in a slightly smaller net loss of $.7 million for the quarter ended
March 31, 2000 compared to a net loss of $.9 million in 1999.

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

As of March 2000, we had $4.0 million of unrestricted cash and cash
equivalents, $3.4 million of restricted cash for the payment of capital
expenditures, real estate taxes and insurance and we had outstanding borrowings
totaling $124.0 million and $175.0 million against our credit facility and term
notes payable, respectively.

We have a $175 million credit facility available, as limited under terms
of the credit agreement, to fund acquisitions of additional hotels, renovations
and capital expenditures, and for our working capital needs. For information
relating to the terms of our credit facility and our $130 million and $45
million term notes payable, please see Notes 4 and 5, respectively, of the
Notes to Consolidated Financial Statements of Boykin Lodging Company included
in this Form 10-Q. We may seek to negotiate additional credit facilities or
issue debt instruments. Any debt incurred or issued by us may be secured or
unsecured, long-term, medium-term or short-term, bear interest at a fixed or
variable rate, and be subject to such other terms as the Board of Directors
considers prudent. As our credit facility expires in June 2000, we are currently
working on refinancing our credit facility and expect to complete the refinancing in June
2000.

Our joint venture with AEW should also allow us to take advantage of
acquisition opportunities in the lodging industry with private capital at a
time when public equity financing is limited. The venture with AEW also allows
us to receive fees and incentive returns based on the performance of assets we
have acquired to date and may acquire in the future.

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

Our percentage lease revenues and cash flow are dependent in large part
upon the hotel revenues recognized by our lessees. There can be no assurance
that those revenues will meet expected levels. The availability of borrowings
under the credit facility is restrained by borrowing base and loan-to-value
limits, as well as other financial performance covenants contained in the
agreement. There can be no assurance that funds will be available in
anticipated amounts from the credit facility. Additionally, no assurance can
be given that we will make distributions in the future at the current rate, or
at all.

INFLATION

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

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

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SEASONALITY

Our hotels operations historically have been seasonal. Twenty-seven of
our hotels maintain higher occupancy rates during the second and third
quarters. The five hotels located in Florida experience their highest
occupancy in the first quarter. This seasonality pattern can be expected to
cause fluctuations in our quarterly lease revenue under the percentage leases.

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
unsecured credit facility, our $45 million secured term loan and our 18.75%
share of Boykin Chicagos $30 million term note payable.

We have entered into both variable and fixed rate debt arrangements to
allow us to optimize the balance of using variable rate debt versus fixed rate
debt. Our variable rate debt allows us to maximize financial flexibility when
selling properties and minimize potential prepayment penalties on fixed rate
loans. Our $130 million, 6.9% fixed rate term note allows us to minimize our
interest rate risk exposure. Approximately 57% and 56% of our outstanding debt
was subject to variable rates at March 31, 2000 and December 31, 1999,
respectively. The average interest rate of our variable rate debt was 7.9% for
the quarter ended March 31, 2000.

We review interest rate exposure quarterly in an effort to minimize the
risk of interest rate fluctuations. It is our policy to manage our exposure to
fluctuations in market interest rates on our borrowings, through the use of
fixed rate debt instruments, to the extent that reasonably favorable rates are
obtainable with such arrangements, and after considering the need for financial
flexibility related to our debt arrangements. We may enter into forward
interest rate, or similar agreements, to hedge our variable rate debt
instruments where we believe the risk of adverse changes in market rates is
significant. Under a forward interest rate agreement, if the referenced
interest rate increases, we would be entitled to a receipt in settlement of the
agreement that economically would offset the higher financing cost of the debt
issued. If the referenced interest rate decreases, we would make payments in
settlement of the agreement, creating an expense that economically would offset
the reduced financing cost of the debt issued. At March 31, 2000 and December
31, 1999, we were not a party to any forward interest rate or similar
agreements other than an interest rate cap contract that exists under a loan
agreement with Boykin Chicago. 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 as 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 $.4 million, based upon the balances outstanding on our
variable rate instruments at March 31, 2000.

We estimate that the current market rate that we could obtain for a debt
instrument of similar terms and maturity as our $130 million, 6.9% fixed rate
term note, would be approximately 8.5%.

See Notes 4 and 5 to the consolidated financial statements for discussion
of the terms of the unsecured credit facility and the term notes payable.

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##### Table of Contents



PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

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##### Table of Contents



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

(a) Exhibits

|    |  |     |  |                                                                                                                                                                                                                                                 
|--- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                                                                                                                                      
|   
|   
|   
|   
|3.2 |  | (b) |  | Code of Regulations                                                                                                                                                                                                                             
|   
|   
|   
|   
|4.1 |  | (b) |  | Specimen Share Certificate                                                                                                                                                                                                                      
|   
|   
|   
|   
|4.2 |  | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                                                                                                                                          
|   
|   
|   
|   
|4.3 |  | (c) |  | Shareholder Rights Agreement, dated as of May 25, 1999 between Boykin
Lodging Company and National City Bank as rights agent                                                                                                                    
|   
|   
|   
|   
|27  |  |     |  | Financial Data Schedule                                                                                                                                                                                                                         
|   
|   
|   
|   
|    |  | (a) |  | Incorporated by reference from Boykins Form 10-Q for
the quarter ended June 30, 1999.                                                                                                                                                          
|   
|   
|   
|   
|    |  | (b) |  | Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No.
333-6341) (the Form S-11) filed on October 24, 1996. Each of
the above exhibits has the same exhibit number in the Form S-11.
|   
|   
|   
|   
|    |  | (c) |  | Incorporated by reference as Exhibit 1 from the
registration statement on Form 8-A filed on June 10, 1999.                                                                                                                                      

(b) Reports on Form 8-K

None.

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##### Table of Contents



FORWARD LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking
statements. Those statements appear in a number of places in this Form 10-Q
and the documents incorporated by reference herein and include statements
regarding the intent, belief or current expectations of Boykin Lodging, its
directors or its officers with respect to:



| |  | Leasing, management or performance of the hotels,                                                                            
|- |  | -----------------------------------------------------------------------------------------------------------------------------
| 
| |  | Adequacy of reserves for renovation and refurbishment,                                                                       
| 
| |  | Potential acquisitions and dispositions by Boykin,                                                                           
| 
| |  | Boykins financing plans,                                                                                                    
| 
| |  | Boykins policies regarding investments, acquisitions, dispositions, financings, conflicts of interest and other matters,
and
| 
| |  | Trends affecting Boykins or any hotels financial condition or results of operations                                        

You are cautioned that any such forward-looking statement is not a
guarantee of future performance and involves risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statement as a result of various factors. Factors that could cause actual results to differ materially from
our expectations include, among other factors, financial performance, real estate conditions, execution of hotel acquisition programs,
changes in local or national economic conditions, changes in interest rates, and other similar variables. The information contained in this
Form 10-Q, in the documents incorporated by reference herein and Boykins periodic filings with the Securities and Exchange Commission also identifies
important factors that could cause such differences.

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

SIGNATURES

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

|             |  |                                                                                                            
|------------ |  | -----------------------------------------------------------------------------------------------------------
|May 15, 2000 |  | /s/   Robert W. Boykin                                                                                     
|             |  |                                                                                                            
|             |  |                                                                                                            
|             |  | Robert W. Boykin
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
|            
|May 15, 2000 |  | /s/      Paul A. ONeil                                                                                    
|             |  |                                                                                                            
|             |  | Paul A. ONeil
Chief Financial Officer and Treasurer
(Principal Accounting Officer)                        

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##### Table of Contents



EXHIBIT INDEX

|    |  |     |  |                                                                                                                                                                                                                                                 
|--- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                                                                                                                                      
|   
|   
|   
|   
|3.2 |  | (b) |  | Code of Regulations                                                                                                                                                                                                                             
|   
|   
|   
|   
|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                                                                                                                    
|   
|   
|   
|   
|27  |  |     |  | Financial Data Schedule                                                                                                                                                                                                                         
|   
|   
|   
|   
|    |  | (a) |  | Incorporated by reference from Boykins Form 10-Q for
the quarter ended June 30, 1999.                                                                                                                                                          
|   
|   
|   
|   
|    |  | (b) |  | Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No.
333-6341) (the Form S-11) filed on October 24, 1996. Each of
the above exhibits has the same exhibit number in the Form S-11.
|   
|   
|   
|   
|    |  | (c) |  | Incorporated by reference as Exhibit 1 from the registration statement on Form 8-A filed on June 10, 1999.                                                                                                                                      

27