UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~March 3031, ~~2005~~2006


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

For the transition period from to

Commission file number 001-11975

Boykin Lodging Company

(Exact Name of Registrant as Specified in Its Charter)

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


Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio		44115

(Address of Principal Executive Office)		(Zip Code)

(216) 430-1200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. ~~(as~~See ~~defined~~definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

~~Yes~~Large accelerated filer o Accelerated filer þ Non-accelerated Nofiler o

~~The~~Indicate ~~number~~by ofcheck ~~common~~mark ~~shares,~~whether ~~without~~the ~~par~~registrant ~~value,~~is ~~outstanding~~a shell company (as ofdefined ~~July~~in Rule ~~28,~~12b-2 ~~2005 was~~of ~~17,594,081~~the Exchange Act).

Yes o No þ

The number of common shares, without par value, outstanding as of April 28, 2006 was 17,687,567.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY INDEX TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS


Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005			3

Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 (unaudited)			4

Consolidated Statement of Shareholders’ Equity for the Three Months Ended March 31, 2006 (unaudited)			5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (unaudited)			6

Notes to Consolidated Financial Statements March 31, 2006 (unaudited)			7
EX-31.1 CERTIFICATION
EX-31.2 CERTIFICATION
EX-32.1 CERTIFICATION
EX-32.2 CERTIFICATION

Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004			3
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2005 and 2004 (unaudited)			4
Consolidated Statement of Shareholders’ Equity for the Six Months Ended June 30, 2005 (unaudited)			5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004 (unaudited)			6
Notes to Consolidated Financial Statements June 30, 2005 (unaudited)			7
Exhibit 31.1 Certification Pursuant to Rule 13A-14A
Exhibit 31.2 Certification Pursuant to Rule 13A-14A
Exhibit 32.1 Certification Pursuant to 18 USC Section 1350
Exhibit 32.2 Certification Pursuant to 19 USC Section 1350

BOYKIN LODGING COMPANY

CONSOLIDATED BALANCE SHEETS ~~AS OF JUNE 30, 2005 AND DECEMBER 31, 2004 (dollar amounts in thousands)~~

	(Unaudited)
	June 30,			December 31,
	2005			2004
ASSETS
Investment in hotel properties	$	521,694		$	514,540
Accumulated depreciation		(134,861	)		(123,441	)
Investment in hotel properties, net		386,833			391,099
Cash and cash equivalents		20,344			13,521
Restricted cash		9,793			13,022
Accounts receivable, net of allowance for doubtful accounts of $98 and $85 as of June 30, 2005 and December 31, 2004, respectively		9,010			11,690
Rent receivable from lessee		301			10
Inventories		1,292			1,278
Deferred financing costs and other, net		2,828			1,990
Investment in unconsolidated joint ventures		1,501			14,048
Other assets		10,220			9,048
Assets related to discontinued operations, net		—			21,674
	$	442,122		$	477,380
LIABILITIES AND SHAREHOLDERS’ EQUITY
Borrowings against credit facility	$	40,000		$	6,446
Term notes payable		100,496			193,539
Accounts payable and accrued expenses		34,780			35,292
Accounts payable to related party		1,437			1,070
Dividends/distributions payable		1,188			1,188
Deferred lease revenue		630			—
Minority interest in joint ventures		853			927
Minority interest in operating partnership		13,406			10,062
Liabilities related to discontinued operations		—			1,408
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value; 10,000,000 shares authorized; 181,000 shares issued and outstanding as of June 30, 2005 and December 31, 2004 (liquidation preference of $45,250)		—			—
Common shares, without par value; 40,000,000 shares authorized; 17,574,081 and 17,450,314 shares outstanding as of June 30, 2005 and December 31, 2004, respectively		—			—
Additional paid-in capital		360,800			358,688
Distributions and losses in excess of income		(108,489	)		(129,232	)
Unearned compensation — restricted shares		(2,979	)		(2,008	)
Total shareholders’ equity		249,332			227,448
	$	442,122		$	477,380

AS OF MARCH 31, 2006 AND DECEMBER 31, 2005

(dollar amounts in thousands)


	(Unaudited)
	March 31,			December 31,
	2006			2005
ASSETS
Investment in hotel properties	$	536,420		$	512,703
Accumulated depreciation		(143,017	)		(137,586	)

Investment in hotel properties, net		393,403			375,117
Cash and cash equivalents		25,217			16,290
Restricted cash		7,280			31,699
Accounts receivable, net of allowance for doubtful accounts of $307 and $356 as of March 31, 2006 and December 31, 2005, respectively		9,852			7,307
Inventories		1,217			1,297
Deferred financing costs and other, net		1,765			1,946
Investment in unconsolidated joint ventures		1,213			1,410
Other assets		17,469			12,739

	$	457,416		$	447,805


LIABILITIES AND SHAREHOLDERS’ EQUITY
Borrowings against credit facility	$	37,000		$	40,000
Term notes payable		105,292			98,529
Accounts payable and accrued expenses		43,907			37,670
Accounts payable to related party		1,557			1,145
Dividends/distributions payable		1,188			1,188
Minority interest in joint ventures		2,529			777
Minority interest in operating partnership		13,453			13,946
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value; 10,000,000 shares authorized; 181,000 shares issued and outstanding as of March 31, 2006 and December 31, 2005 (liquidation preference of $45,250)		—			—
Common shares, without par value; 40,000,000 shares authorized; 17,687,567 and 17,594,081 shares outstanding as of March 31, 2006 and December 31, 2005, respectively		—			—
Additional paid-in capital		361,068			361,309
Distributions and losses in excess of income		(106,301	)		(104,261	)
Unearned compensation – restricted shares		(2,277	)		(2,498	)

Total shareholders’ equity		252,490			254,550

	$	457,416		$	447,805

See notes to consolidated financial statements.

BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS ~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 and 2004 (unaudited, amounts in thousands except for per share data)~~

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Revenues:
Hotel revenues
Rooms	$	34,789		$	33,424		$	67,644		$	66,115
Food and beverage		16,006			15,173			30,165			29,033
Other		3,659			2,263			9,907			4,270
Total hotel revenues		54,454			50,860			107,716			99,418
Lease revenue		354			343			709			686
Other operating revenue		40			118			123			195
Revenues from condominium development and unit sales		—			1,181			—			4,274
Total revenues		54,848			52,502			108,548			104,573
Expenses:
Hotel operating expenses
Rooms		8,299			8,213			15,959			15,991
Food and beverage		10,561			10,314			20,286			19,915
Other direct		1,506			1,394			2,929			2,736
Indirect		15,922			15,626			31,342			31,105
Management fees to related party		1,672			1,209			3,354			2,742
Total hotel operating expenses		37,960			36,756			73,870			72,489
Property taxes, insurance and other		4,293			3,623			8,777			7,358
Cost of condominium development and unit sales		—			482			—			3,481
Real estate related depreciation and amortization		5,774			5,588			11,556			11,038
Corporate general and administrative		3,824			1,986			6,089			4,002
Total operating expenses		51,851			48,435			100,292			98,368
Operating income		2,997			4,067			8,256			6,205
Interest income		424			26			438			169
Other income		—			—			—			8
Interest expense		(3,015	)		(3,595	)		(6,198	)		(7,175	)
Amortization of deferred financing costs		(286	)		(338	)		(639	)		(668	)
Minority interest in earnings of joint ventures		(23	)		(6	)		(45	)		(39	)
Minority interest in (income) loss of operating partnership		266			256			(2,365	)		538
Equity in income (loss) of unconsolidated joint ventures including gain on sale		93			143			11,159			(588	)
Income (loss) before gain on sale/disposal of assets and discontinued operations		456			553			10,606			(1,550	)
Gain (loss) on sale/disposal of assets		38			(10	)		6,914			2,490
Income before discontinued operations		494			543			17,520			940
Discontinued operations:
Operating income (loss) from discontinued operations, net of minority interest income (expense) of $(14) and $184 for the three and six months ended June 30, 2005 and $(50) and $844 for the three and six months ended June 30, 2004, respectively		78			278			(1,056	)		(4,786	)
Gain on sale of assets, net of minority interest expense of $1,163 for the three and six months ended June 30, 2005 and $237 for the six months ended June 30, 2004		6,655			—			6,655			1,345
Net income (loss)	$	7,227		$	821		$	23,119		$	(2,501	)
Preferred dividends		(1,188	)		(1,188	)		(2,376	)		(2,376	)
Net income (loss) attributable to common shareholders	$	6,039		$	(367	)	$	20,743		$	(4,877	)
Net income (loss) attributable to common shareholders before discontinued operations per share
Basic	$	(0.04	)	$	(0.04	)	$	0.86		$	(0.08	)
Diluted	$	(0.04	)	$	(0.04	)	$	0.85		$	(0.08	)
Discontinued operations per share
Basic	$	0.38		$	0.02		$	0.32		$	(0.20	)
Diluted	$	0.38		$	0.02		$	0.32		$	(0.20	)
Net income (loss) attributable to common shareholders per share
Basic	$	0.34		$	(0.02	)	$	1.18		$	(0.28	)
Diluted	$	0.34		$	(0.02	)	$	1.17		$	(0.28	)
Weighted average number of common shares outstanding
Basic		17,544			17,412			17,539			17,404
Diluted		17,789			17,446			17,737			17,495

FOR THE THREE MONTHS ENDED MARCH 31, 2006 and 2005

(unaudited, amounts in thousands except for per share data)


	Three Months Ended
	March 31,
	2006			2005
Revenues:
Hotel revenues
Rooms	$	34,685		$	32,856
Food and beverage		15,201			14,158
Other		2,129			6,249

Total hotel revenues		52,015			53,263
Other operating revenue		33			83
Revenues from condominium development and unit sales		1,006			—

Total revenues		53,054			53,346
Expenses:
Hotel operating expenses
Rooms		8,253			7,660
Food and beverage		10,187			9,724
Other direct		1,424			1,424
Indirect		16,268			15,420
Management fees to related party		1,748			1,681

Total hotel operating expenses		37,880			35,909
Property taxes, insurance and other		4,770			4,484
Cost of condominium development and unit sales		908			—
Real estate related depreciation and amortization		5,437			5,675
Corporate general and administrative		3,092			2,263

Total operating expenses		52,087			48,331
Operating income		967			5,015
Interest income		504			12
Other income		16			—
Interest expense		(2,893	)		(3,183	)
Amortization of deferred financing costs		(466	)		(353	)
Minority interest in earnings of joint ventures		(15	)		—
Minority interest in (income) loss of operating partnership		493			(2,598	)
Equity in income of unconsolidated joint ventures including gain on sale		3			11,066

Income (loss) before gain on sale/disposal of assets and discontinued operations		(1,391	)		9,959
Gain on sale/disposal of assets		539			6,876

Income (loss) before discontinued operations		(852	)		16,835
Discontinued operations, net of operating partnership minority interest income of $165 for the three months ended March 31, 2005		—			(943	)

Net income (loss)	$	(852	)	$	15,892

Preferred dividends		(1,188	)		(1,188	)

Net income (loss) attributable to common shareholders	$	(2,040	)	$	14,704

Net income (loss) attributable to common shareholders before discontinued operations per share
Basic	$	(0.12	)	$	0.89
Diluted	$	(0.12	)	$	0.89
Discontinued operations per share
Basic	$	0.00		$	(0.05	)
Diluted	$	0.00		$	(0.05	)
Net income (loss) attributable to common shareholders per share (a)
Basic	$	(0.12	)	$	0.84
Diluted	$	(0.12	)	$	0.83
Weighted average number of common shares outstanding
Basic		17,688			17,534
Diluted		17,956			17,650


(a) Per share amounts may not add due to rounding.

See notes to consolidated financial statements.

BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY ~~FOR THE SIX MONTHS ENDED JUNE 30, 2005 (unaudited, dollar amounts in thousands except for per share data)~~

									Distributions
						Additional			and Losses
	Preferred		Common			Paid-In			In Excess of			Unearned
	Shares		Shares			Capital			Income			Compensation			Total
Balance at December 31, 2004		181,000		17,450,314		$	358,688		$	(129,232	)	$	(2,008	)	$	227,448
Vesting of restricted common share grants		—		124,357			—			—			—			—
Issuance of restricted common share grants		—		—			1,762			—			(1,762	)		—
Common share purchases for treasury		—		(15,590	)		(142	)		—			—			(142	)
Exercise of stock options		—		15,000			118			—			—			118
Vesting of variable stock options		—		—			374			—			—			374
Dividends declared — $13.125 per Class A preferred share		—		—			—			(2,376	)		—			(2,376	)
Amortization of unearned compensation		—		—			—			—			791			791
Net income		—		—			—			23,119			—			23,119
Balance at June 30, 2005		181,000		17,574,081		$	360,800		$	(108,489	)	$	(2,979	)	$	249,332

FOR THE THREE MONTHS ENDED MARCH 31, 2006

(unaudited, dollar amounts in thousands except for per share data)


									Distributions
						Additional			and Losses
	Preferred		Common			Paid-In			In Excess of			Unearned
	Shares		Shares			Capital			Income			Compensation			Total
Balance at December 31, 2005		181,000		17,594,081		$	361,309		$	(104,261	)	$	(2,498	)	$	254,550
Vesting of restricted common share grants		—		113,327			—			—			—			—
Common share purchases for treasury		—		(19,841	)		(241	)		—			—			(241	)
Dividends declared — $6.5625 per Class A preferred share		—		—			—			(1,188	)		—			(1,188	)
Amortization of unearned compensation		—		—			—			—			221			221
Net loss		—		—			—			(852	)		—			(852	)


Balance at March 31, 2006		181,000		17,687,567		$	361,068		$	(106,301	)	$	(2,277	)	$	252,490

See notes to consolidated financial statements.

BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~THREE MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2005~~2006 AND ~~2004~~2005

(unaudited, amounts in thousands)

	2005			2004
	2006			2005
Cash flows from operating activities:
Net income (loss)	$	~~23,119~~(852	)	$	(215,~~501~~892	)
Adjustments to reconcile net income (loss) to net cash flow provided
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities -
by operating activities —
Gain on sale/disposal of assets		(539	)		(6,876	)
Gain on sale/disposal of assets		(15,098	)		(4,104	)
Depreciation and amortization		5,903			6,435
Impairment of real estate		—			4,300
Charges related to equity based compensation		221			241
Depreciation and amortization		12,594			14,555
Equity in income of unconsolidated joint ventures including gain on sale		(3	)		(11,066	)
Charges related to equity based compensation		1,165			539
Deferred lease revenue		—			205
Equity in (income) loss of unconsolidated joint ventures including gain on sale		(11,159	)		588
Minority interests		(478	)		2,455
Deferred lease revenue		630			318
Changes in assets and liabilities -
Minority interests		3,389			(1,106	)
Accounts receivable and inventories		(2,465	)		(4,951	)
Changes in assets and liabilities —
Accounts payable and accrued expenses		6,649			792
Accounts receivable and inventories		3,577			34,972
Amounts due to/from lessees		(3	)		(201	)
Restricted cash		3,229			2,194
Other		(4,861	)		(2,456	)
Accounts payable and accrued expenses		(1,553	)		(6,929	)
Net cash flow provided by operating activities		3,572			470
Amounts due to/from lessees		(291	)		73
Other		(234	)		(366	)
Net cash flow provided by operating activities		19,368			42,533
Cash flows from investing activities:
Investment in unconsolidated joint ventures		—			(428	)
Distributions received from unconsolidated joint ventures		200			23,332
Distributions received from unconsolidated joint ventures		23,697			91
Changes in restricted cash		24,419			2,435
Improvements and additions to hotel properties, net		(723,~~479~~717	)		(202,~~950~~466	)
Net proceeds from sale of assets		~~34,630~~539			246,~~375~~965
Net cash flow provided by investing activities		501,~~848~~441			330,~~088~~266
Cash flows from financing activities:
Payments of dividends and distributions		(21,~~376~~188	)		(21,~~376~~188	)
Net borrowings (repayments) against credit facility		33,554			(6,999	)
Net repayments against credit facility		(3,000	)		(6,446	)
Term note borrowings		—7,800			~~14,133~~—
Repayment of term notes		(931,~~043~~037	)		(~~45,704~~970	)
Payment of deferred financing costs		(~~1,394~~157	)		(~~309~~30	)
Net proceeds from issuance of common shares		118			—
Cash payment for common share purchases		(241	)		(142	)
Cash payment for common share purchases		(142	)		(156	)
Contributions from (distributions to) to joint venture minority interest partners, net		1,737			(65	)
Distributions to joint venture minority interest partners		(110	)		(102	)
Net cash flow provided by (used in) financing activities		3,914			(8,841	)
Net cash flow used in financing activities		(63,393	)		(41,513	)
Net change in cash and cash equivalents	$	8,927		$	21,895
Net change in cash and cash equivalents	$	6,823		$	4,108
Cash and cash equivalents, beginning of period		16,290			13,521
Cash and cash equivalents, beginning of period		13,521			14,013
Cash and cash equivalents, end of period	$	25,217		$	35,416
Cash and cash equivalents, end of period	$	20,344		$	18,121

See notes to consolidated financial statements.

BOYKIN LODGING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~MARCH 3031, ~~2005~~2006

(unaudited, dollar amounts in thousands except per share data)

1. BACKGROUND:

Boykin Lodging Company, an Ohio corporation (together with its subsidiaries “Boykin”), is a real estate investment trust (“REIT”) that owns hotels throughout the United States of America. As of ~~June~~March 3031, ~~2005~~2006, Boykin owned interests in 21 hotels containing a total of 65,~~019~~871 guest rooms located in 13 states.

Formation ~~and Significant Events~~

Boykin was formed and completed an initial public offering (“IPO”) in 1996 to ~~continue and expand the nearly 40-year history of hotel ownership~~acquire, ~~acquisition,~~own ~~redevelopment~~ and ~~repositioning~~ ~~activities~~redevelop offull ~~its predecessors, Boykin Management Company~~ and ~~its~~select ~~affiliates~~service hotels. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership that transacts business and holds the direct and indirect ownership ~~interests~~interest in Boykin’s hotels. As of ~~June~~March 3031, ~~2005~~2006, Boykin had an 85.5% ownership interest in and was the sole general partner of the Partnership.

Since the IPO, Boykin has raised capital through a combination of common and preferred share issuances, debt financings, joint ventures and cash flow generated from operations.

Consolidated Joint Ventures

AsIn of2005, ~~June 30~~Boykin became a 50% partner in Marathon Partners LLC (“Marathon Partners”). In 2006, Marathon ~~2005~~Partners purchased the Banana Bay Resort & Marina – Marathon for $12,000. The joint venture agreement provides that Boykin ~~was~~will act as the Company Manager of Marathon Partners and perform all day to day development functions related to the operation of and the potential redevelopment of the property as a ~~party~~hotel/condominium. Each partner is required to make capital contributions to the ~~following~~joint ~~consolidated~~venture in equal proportions; provided, however, that once each partner has invested $1,250 of capital into the joint venture, ~~for~~Boykin’s joint venture partner may elect not to make additional contributions. In the event Boykin makes mandatory capital contributions to the ~~purpose~~joint venture in excess of ~~owning~~$1,250 ~~hotels:~~and the joint venture partner elects not to make contributions on an equal basis, then Boykin will be entitled to a preferred return on its excess contributions. Because of the controlling nature of Boykin’s ownership interest in this joint venture, Boykin consolidates this joint venture into its financial statements.

Boykin

JV Partner

Ownership

Name of Joint Venture

JV Partner

Percentage

Hotel Owned Under Joint Venture

Boykin San Diego LLC

Outrigger Lodging Services

Hampton Inn San Diego Airport/Sea World

In 2005 and 2004, the consolidated joint ventures which owned the Hampton Inn San Diego Airport/Sea World, the Holiday Inn Minneapolis West and Marriott’s Hunt Valley Inn sold their respective hotels. Boykin was a 91% partner in each of these partnerships, Boykin San Diego LLC, BoyStar Ventures, L.P. and Shawan Road Hotel L.P., each of which owned one of the properties sold during 2005 and 2004. These partnerships will be dissolved following the satisfaction of all outstanding obligations of the partnerships.

In 2004, the consolidated joint ventures which owned the Holiday Inn Minneapolis West and Marriott’s Hunt Valley Inn sold their respective hotels. Boykin is a 91% partner in these two partnerships, BoyStar Ventures, L.P. and Shawan Road Hotel L.P., each of which owned one of the properties sold during 2004. These partnerships will be dissolved following the satisfaction of all outstanding obligations of the partnerships.

Unconsolidated Joint Ventures

Boykin has a 50% ownership interest in BoyCon, L.L.C. (“BoyCon”), a joint venture with an affiliate of Concord Hospitality Enterprises (“Concord”), a privately owned hotel investment and management company based in Raleigh, North Carolina. BoyCon owns a 227-room Courtyard by ~~Marriott(R)~~ Marriott® in Lyndhurst, New Jersey, which is managed by Concord.

Boykin has a 25% ownership interest in a joint venture with AEW Partners III, L.P. (“AEW”), an investment partnership managed by AEW Capital Management, L.P., a Boston-based real estate investment firm. The Boykin/AEW venture has a 75% ownership interest, and Boykin directly owns the remaining 25% ownership interest, in Boykin Chicago, L.L.C., which owned Hotel 71, located in ~~downtown~~ downtown Chicago. In March 2005, Boykin Chicago, L.L.C. sold Hotel 71 to an unrelated third party for a price of $95,050. A portion of the net proceeds from the sale ~~were~~was used to repay the ~~outstanding~~ outstanding balance on the mortgage for which the property served as collateral; the remainder was or will be, following the satisfaction of all outstanding obligations of the joint venture, distributed to the members of Boykin Chicago, L.L.C. The Boykin/AEW venture and Boykin Chicago, L.L.C will be dissolved following satisfaction of all outstanding obligations of the entities.

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

Prior to the sale of Hotel 71, Boykin’s carrying value of its investment in the joint ventures differed from its share of the partnership equity reported in the balance sheets of the unconsolidated joint ventures due to Boykin’s cost of its investment being in excess of the historical net book values related to the direct investment in Boykin Chicago, L.L.C. Boykin’s additional basis was allocated to depreciable assets and depreciation was being recognized on a straight-line basis over 30 years. When Hotel 71 was sold, the remaining balance was written off as a reduction of the income the Partnership recognized on its investment in Boykin Chicago, L.L.C.

The following table sets forth the total assets, liabilities, equity and components of net income (loss), including Boykin’s share, related to the unconsolidated joint ventures discussed above as of ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005 and for the three ~~and six~~ month periods ended ~~June 30~~March 31, 2006 ~~2005~~ and ~~2004~~2005:

	Boykin/AEW					Boykin/Concord
	June 30,		December 31,			June 30,			December 31,
	March 31,		December 31,			March 31,			December 31,
	2005		2004			2005			2004
	2006		2005			2006			2005
Total assets	$	31,~~147~~786	$	652,~~975~~828		$	20,~~890~~169		$	2120,~~069~~499
Accrued expenses		~~2,136~~871		21,~~593~~934			~~727~~747			~~485~~578
Outstanding debt		—		~~36,116~~—			1817,~~239~~991			18,~~398~~078
Total liabilities		~~2,136~~871		381,~~709~~934			18,~~966~~738			18,~~883~~656
Minority interest		~~253~~230		~~6,781~~224			—			—
Equity		~~758~~685		~~20,485~~670			1,~~924~~431			21,~~186~~843
Boykin’s share of equity and minority interest		539		11,999			962			1,093
Investment in unconsolidated joint venture	$	498	$	488		$	715		$	922
Boykin’s additional basis in Boykin Chicago, L.L.C.		—		956			—			—
	Boykin/AEW					Boykin/Concord
Investment in unconsolidated joint venture	$	539	$	12,955		$	962		$	1,093
	Three Months					Three Months
	Ended					Ended
	March 31,					March 31,
	2006		2005			2006			2005
Revenues	$	—	$	2,003		$	1,892		$	1,688
Hotel operating expenses		2		(2,033	)		(1,260	)		(1,081	)
Management fees to related party		—		(60	)		—			—
Real estate related depreciation		—		(772	)		(284	)		(280	)
Property taxes, insurance and other		11		(368	)		(83	)		(79	)
Operating income (loss)		13		(1,230	)		265			248
Interest and other income		7		24			4			1
Amortization		—		(133	)		(11	)		(11	)
Interest expense		—		(512	)		(270	)		(275	)
Gain on sale/disposal of assets		—		29,312			—			—
Other		—		—			—			(25	)
Net income (loss) before minority interest		20		27,461			(12	)		(62	)
Boykin’s share of net income (loss)		9		12,044			(6	)		(31	)
Reduction of additional basis in Boykin Chicago, L.L.C		—		(947	)		—			—
		9		11,097			(6	)		(31	)

	Boykin/AEW												Boykin/Concord
	Three Months						Six Months						Three Months						Six Months
	Ended						Ended						Ended						Ended
	June 30,						June 30,						June 30,						June 30,
	2005			2004			2005			2004			2005			2004			2005			2004
Revenues	$	6		$	4,762		$	2,009		$	7,220		$	2,221		$	1,924		$	3,909		$	3,558
Hotel operating expenses		(78	)		(2,894	)		(2,111	)		(5,117	)		(1,234	)		(1,072	)		(2,315	)		(2,055	)
Management fees to related party		—			(142	)		(60	)		(216	)		—			—			—			—
Real estate related depreciation		—			(777	)		(772	)		(1,551	)		(281	)		(278	)		(561	)		(555	)
Property taxes, insurance and other		—			(347	)		(368	)		(694	)		(83	)		(132	)		(162	)		(268	)
Operating income (loss)		(72	)		602			(1,302	)		(358	)		623			442			871			680
Interest and other income		4			1			28			2			2			—			3			1
Amortization		—			(40	)		(133	)		(115	)		(11	)		(22	)		(22	)		(44	)
Interest expense		—			(406	)		(512	)		(818	)		(277	)		(189	)		(552	)		(379	)
Gain (loss) on sale/disposal of assets		(4	)		—			29,308			—			—			—			—			—
Other		—			—			—			—			(87	)		(84	)		(112	)		(109	)
Net income (loss) before minority interest		(72	)		157			27,389			(1,289	)		250			147			188			149
Boykin’s share of net income (loss)		(32	)		69			12,012			(663	)		125			74			94			75
Reduction of additional basis in Boykin Chicago, L.L.C		—			—			(947	)		—			—			—			—			—
		(32	)		69			11,065			(663	)		125			74			94			75

Taxable REIT Subsidiaries

As of ~~June~~March 3031, ~~2005~~2006, all hotels Boykin had an ownership interest in, ~~other~~were ~~than~~operated ~~the~~under ~~Hampton~~a taxable REIT subsidiary (“TRS”) structure. The Hampton Inn San Diego Airport/Sea World, ~~were~~which was sold during 2005, was never operated under a TRS structure. Prior to the ~~taxable~~sale, ~~REIT~~lease ~~subsidiary~~revenue ~~(“TRS”)~~was recorded ~~structure~~within the consolidated financial statements related to this property.

Bellboy, Inc. (“Bellboy”) is a wholly-owned TRS of Boykin which, through its subsidiaries, leased 19 of Boykin’s properties as of ~~June~~March 3031, ~~2005~~2006. ~~Shawan~~The ~~Road~~Banana ~~Hotel~~Bay ~~L.P.~~Resort ~~operated~~& ~~the Marriott’s~~Marina ~~Hunt~~– ~~Valley~~Marathon is ~~Inn~~owned ~~through~~by a ~~TRS,~~subsidiary ~~Hunt~~of ~~Valley~~Bellboy. ~~Leasing,~~The ~~Inc.~~Boykin/Concord ~~(“Hunt~~joint ~~Valley”),~~venture ~~prior~~has toa ~~the~~related TRS entity, ~~sale~~BoyCon ofLeasing, ~~the~~Inc., ~~hotel~~that inleases ~~2004~~its property.

The ~~Boykin/Concord~~consolidated ~~joint~~financial ~~venture~~statements ~~has~~include athe ~~related~~operating ~~TRS~~results ~~entity,~~of ~~BoyCon~~the ~~Leasing,~~consolidated ~~Inc.,~~hotels operated ~~that~~under ~~leases its~~the ~~property~~TRS structure.

The consolidated financial statements include the operating results of the consolidated hotels under the TRS structure. For the one consolidated hotel not operated under the TRS structure, lease revenues are recorded within the consolidated financial statements.

French Lick Springs Resort and Spa

In April 2005, Boykin closed on the sale of the French Lick Springs Resort and Spa in French Lick, Indiana for a price of $25,000. Boykin received net proceeds of approximately $24,400 which were used for general corporate purposes.

Clarion Hotel & Conference Center

In June 2005, Boykin closed on the sale of the Clarion Hotel & Conference Center in Yakima, Washington for a price of $4,200. Net proceeds received of approximately $4,000 were used for general corporate purposes.

Melbourne Suites Beach Resort

In June 2005, Boykin terminated the franchise agreement relating to the hotel previously known as the Melbourne Quality Suites.

Hotel Managers

As of ~~June~~March 3031, ~~2005~~2006, Boykin Management Company Limited Liability Company (“BMC”) and certain of its subsidiaries managed 1920 of the 21 hotels in which Boykin had an ownership ~~interests~~interest. BMC is owned by Robert W. Boykin, Chairman and Chief Executive Officer of Boykin (53.8%), and his brother, John E. Boykin (46.2%). Concord ~~and Outrigger Lodging Services each~~ managed one property as of such date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

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

These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Boykin believes that all adjustments, consisting of normal recurring adjustments and accruals, considered necessary for a fair presentation have been included. Operating results for the three ~~and~~months ~~six month periods~~ ended ~~June~~March 3031, 2006 ~~2005~~ are not necessarily indicative of the results that may be expected for the year ~~ending~~ ending December 31, ~~2005~~2006. The operations of the hotels have historically been seasonal. The ~~five~~ hotels located in Florida have historically experienced their highest occupancy in the first quarter, while the remaining hotels have historically maintained higher occupancy rates during the ~~second~~ second and third quarters. For further information, refer to the consolidated financial statements ~~and~~ and footnotes thereto included in Boykin’s annual report on Form 10-K for the year ended December 31, ~~2004~~ 2005. Certain prior period amounts have been reclassified to conform to the current period presentation.

Condominium Units

Condominium project revenue and expenses for units under construction are recognized onusing the percentage of completion method upon satisfaction of certain criteria. During the three ~~and six~~ month period ~~periods~~ ended ~~June~~March 3031, ~~2004~~2006, Boykin reported revenues of $1,~~181~~006 and ~~$4,274 and~~ costs of $~~482 and~~908 ~~$3,481~~using ~~under~~ the percentage of completion method of accounting related to the ~~White~~Captiva ~~Sand~~ Villas project. ~~During~~The outstanding ~~2004,~~accounts ~~the~~receivable ~~sales~~related ofto ~~all~~the 91recognition ~~available~~of ~~units~~revenue ~~had~~for ~~closed,~~ the ~~proceeds~~project ~~were collected~~totaled ~~and~~$1,006 ~~the~~as ~~contractors~~of ~~had completed their obligations; therefore~~March 31, ~~all project revenues and related costs have been recognized~~2006.

As of ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005, costs incurred in ~~preparing~~the preparation for and the commencement of construction of the Captiva Villas atin ~~the~~excess ~~Pink~~of ~~Shell~~revenue ~~Beach~~recognized ~~Resort and Spa~~ totaling $13,~~344~~ 171 and $1,~~015~~899, respectively, as well as the original $900 basis in the land on which the new building is ~~will~~being be constructed, are reflected in the consolidated balance sheets as other assets. Deposits received for the purchase of units totaling $3,679 are reflected as a liability on the consolidated balance sheet as of March 31, 2006. A portion of the deposits was available for use as payment of construction costs. The portion that is not available is reflected in restricted cash. Approximately $10 of the interest incurred on the credit facility during the first quarter of 2006 was capitalized into this project as payments made to the general contractor were made using cash obtained from draws on the credit facility.

Investment in Hotel Properties

Boykin reviews the hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Boykin does not believe that there are any factors or circumstances indicating impairment of any investments in hotel properties as of ~~June~~March 3031, ~~2005~~2006.

There were no consolidated properties held for sale as of ~~June~~March 3031, ~~2005~~2006 as defined within the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Boykin considers assets to be “held for sale” when they are under contract, significant non-refundable deposits have been made by the potential buyer and the assets are immediately available to be sold.

Insurance Recoveries

~~Since September 2004,~~ Boykin’s ~~two~~records ~~hotels~~insurance ~~located~~recoveries in ~~Melbourne,~~an ~~Florida~~amount ~~have~~equal ~~been closed due~~ to ~~damage~~the ~~sustained~~losses ~~from Hurricane Frances. Boykin has~~ recorded ~~estimated~~by ~~business~~the ~~interruption~~property ~~insurance~~being ~~recoveries~~covered inas the ~~amount~~losses ofare ~~the~~recognized ~~operating~~until ~~loss~~such ~~sustained~~time byas ~~the~~those ~~hotels~~recoveries ~~since~~are ~~the~~deemed ~~storm.~~not ~~These~~probable ~~estimates~~or ~~for~~reasonably ~~the~~estimable. ~~three~~In ~~and~~addition, ~~six~~Boykin ~~months~~recognizes ~~ended~~income ~~June 30,~~of ~~2005~~amounts ~~totaled~~in ~~$737~~excess ~~and $1,426,~~of ~~respectively,~~those ~~and~~losses ~~are~~to ~~recorded as other hotel revenues within~~ the ~~consolidated~~extent ~~financial statements.~~that ~~For~~cash ~~the~~has ~~three~~been ~~and~~received ~~six~~or ~~months~~a ~~ended~~settlement ~~June 30,~~has ~~2005,~~been anreached ~~additional $544~~ and ~~$2,581,~~the ~~respectively,~~amount ~~was~~is ~~recorded~~not inconsidered ~~excess~~to ofbe ~~the~~an ~~breakeven~~advance ~~amounts~~on asfuture alosses. ~~result~~Business ofinterruption ~~proofs~~recoveries ~~of loss~~are ~~executed~~reflected oras ~~proceeds~~other ~~received~~hotel ~~during~~revenues within the ~~quarter~~consolidated financial statements. Property insurance recoveries ofare ~~$3,700~~reflected ~~were received and recorded~~ as gain on sale/disposal of assets within the consolidated financial statements ~~for the six months ended June 30, 2005~~. ~~Included in accounts receivable as of December~~ 31, 2004 was $4,669 of property damage and business interruption insurance recoveries related to these properties. There were no outstanding receivables as of June 30, 2005 related to insurance recoveries for these properties.

~~In 2003, Boykin disposed of certain assets due to water infiltration remediation activities.~~9 Property insurance proceeds received during the six month periods ended June 30, 2005 and 2004 totaled $2,436 and $2,500, respectively, and are recorded as gain on sale/disposal of assets within the consolidated financial statements. Approximately $1,350 of proceeds were received and recognized during the six months ended June 30, 2005, representing a final settlement of the business interruption insurance claim related to the period in which the remediation activities occurred. These proceeds are recorded as other hotel revenues within the consolidated financial statements.

ForTable the six months ended June 30, 2005, $1,006 of property insurance recoveries were received and recorded related to water infiltration remediation activities at another of Boykin’s properties. These proceeds are recorded as gain on sale/disposal of assets within the consolidated financial statements. Contents

Fees due to service providers in connection with casualty insurance recoveries are reflected as reductions in the gain recognized. Fees due to service providers related to business interruption insurance recoveries are reflected as corporate general and administrative expenses within the consolidated financial statements.

Since September 2004, Boykin’s two hotels located in Melbourne, Florida have been closed due to damage sustained from Hurricane Frances. During the three months ended March 31, 2005, Boykin recorded business interruption insurance recoveries of $2,726. Property insurance recoveries of $3,700 were received and recorded for the three months ended March 31, 2005 for these properties.

In October 2005, three of Boykin’s hotels located in southwest Florida suffered damage due to Hurricane Wilma. Included in accounts receivable at December 31, 2005 were estimated recoveries of $332 which were recorded to offset costs incurred and losses on disposal of damaged assets. The properties were cross-insured with other properties not owned by Boykin that are managed by BMC and its subsidiaries or owned directly or indirectly by Robert W. Boykin, Chairman and Chief Executive Officer of Boykin. As Boykin was the primary insured party in the claim, all insurance proceeds are paid to Boykin and then are allocated to the insured parties. During the first quarter, $1,500 was collected of which $229 is recorded in accounts payable to related party relative to the Robert W. Boykin owned property, $131 is recorded in accounts payable and accrued expenses for the BMC managed property not owned by Boykin, $112 is being held in accounts payable and accrued expenses and $25 is being held in accounts payable to related party as an estimate of potential future reallocation, and $132 is recorded in accounts payable and accrued expenses relating to fees for the claims. The remaining proceeds relieved the outstanding accounts receivable in full and $539 was recorded as gain on sale/disposal of assets within the consolidated financial statements for the three months ended March 31, 2006, net of related fees.

In 2003 and in 2005, Boykin disposed of certain assets due to water infiltration remediation activities. Property insurance recoveries recorded during the three months ended March 31, 2005 totaled $2,436. Approximately $1,350 of proceeds were received and recognized during the three months ended March 31, 2005 related to the business interruption insurance claim for the period in which the water infiltration remediation activities occurred. As of December 31, 2005, an additional $21 of business interruption insurance recoveries were deferred until completion of the remediation, which occurred during the first quarter of 2006.

For the three months ended March 31, 2005, $1,006 of property insurance recoveries were received and recorded related to water infiltration remediation activities at another of Boykin’s properties. These proceeds are recorded as gain on sale/disposal of assets within the consolidated financial statements.

As other property insurance claims are filed for repair work done at the properties, Boykin records estimated recoveries to offset the costs incurred, less appropriate deductibles.

Deferred Compensation Plans

Boykin has nonqualified deferred compensation programs which permitted certain employees to annually elect (via individual contracts) to defer a portion of their compensation on a pre-tax basis. To assist in the funding of these programs, Boykin has purchased shares of mutual funds as directed by the participants and placed them in rabbi trusts. The market value of the mutual fund shares included in other assets totaled $3,400 and $3,204 at March 31, 2006 and December 31, 2005, respectively. A liability of the equal amount is recorded within accounts payable and accrued expenses within the consolidated financial statements as of each period. Boykin no longer permits deferrals into these plans for compensation earned during 2005 and beyond.

Stock-based Compensation

At ~~June~~ March 3031, ~~2005~~2006, Boykin had two ~~Long~~long-~~Term~~term ~~Incentive~~incentive ~~Plans (“LTIPs”)~~plans. Boykin ~~has~~had ~~adopted~~previously ~~the~~adopted the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and ~~applies~~ applied Accounting Principles Board Opinion No. 25 and related interpretations in accounting for ~~its~~ its employee share option plan. IfEffective ~~Boykin~~July 1, ~~had~~2005, ~~elected~~Boykin toadopted ~~recognize compensation~~SFAS ~~costs~~No. 123 ~~for the LTIPs~~(revised ~~based~~2004), on“Share-Based ~~the~~Payment,” ~~fair~~which ~~value~~requires atall ~~the~~share-based ~~grant~~payments ~~dates~~to ~~for~~employees, ~~option~~including grants ~~awards~~of ~~consistent~~employee ~~with~~stock ~~the method prescribed by SFAS No. 123~~options, ~~reported~~to ~~amounts~~be ofrecognized ~~net~~in ~~income~~the ~~(loss) and net~~ income ~~(loss) per~~statement ~~share~~based ~~would~~at ~~have~~their fair ~~been~~values. ~~changed~~Adoption todid ~~the~~not ~~pro~~have ~~forma~~any ~~amounts~~effect ~~indicated~~on ~~below~~the Company.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005		2004			2005		2004
	Pro		Pro			Pro		Pro
	Forma		Forma			Forma		Forma
Net income (loss) attributable to common shareholders	$	6,039	$	(367	)	$	20,743	$	(4,877	)
Stock-based employee compensation expense		—		(31	)		—		(63	)
Pro forma net income (loss) attributable to common shareholders	$	6,039	$	(398	)	$	20,743	$	(4,940	)
Pro forma net income (loss) attributable to common shareholders per share:
Basic	$	0.34	$	(0.02	)	$	1.18	$	(0.28	)
Diluted	$	0.34	$	(0.02	)	$	1.17	$	(0.28	)

During the three months ended June 30, 2005, an employee vested in 100,000 options in accordance with an employment agreement entered into during 2002. The options had contingent vesting features and therefore were treated as variable options in accordance with SFAS No. 123. Accordingly, Boykin recognized $374 of compensation expense at the time of satisfaction of the contingent requirements as all other vesting requirements had been previously satisfied.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued revised SFAS No. 123 (Statement 123(R)), Share-Based Payment (“SFAS No. 123R”), which requires all entities to recognize the fair value of share-based payment awards (stock compensation) classified in equity, unless they are unable to reasonably estimate the fair value of the award. Boykin will adopt the provisions of SFAS No. 123R on January 1, 2006, using the modified prospective approach permitted by the Statement. This approach requires that any unvested portion of options at the time of adoption be expensed in the earnings statement over the remaining service period of those options. Boykin does not expect to have any unvested options at the time of adoption.

3. EARNINGS PER SHARE:

Basic earnings per share is based on the weighted average number of common shares outstanding during the period whereas diluted earnings per share adjusts the weighted average shares outstanding for the effect of all dilutive securities. For the three months ended ~~June~~March 3031, ~~2005~~2006 and ~~2004~~2005, the weighted average basic and diluted common shares outstanding were as follows:

Three Months Ended

~~Six Months Ended~~

June 30,

March 31,

2005

2004

2005

2004

2006

2005

Basic

17,~~543~~687,~~916~~567

17,~~411~~534,~~551~~081

~~17,539,026~~

~~17,404,147~~

Effective of dilutive securities:

Effect of dilutive securities:

Common stock options

~~123~~173,~~898~~043

867,~~258~~433

~~97,375~~

~~32,416~~

Restricted share grants

~~121~~95,~~582~~610

2648,~~616~~557

~~100,304~~

~~58,781~~

Diluted

17,~~789~~956,~~396~~220

17,~~446~~650,~~425~~071

~~17,736,705~~

~~17,495,344~~

4. PARTNERSHIP UNITS/MINORITY INTERESTS:

Other than units owned by Boykin, a total of 2,718,256 ~~limited partnership~~ units of the Partnership were issued and outstanding at ~~June~~March 3031, ~~2005~~2006 and ~~2004~~2005. The weighted average number of ~~limited~~ partnership units, other than units owned by Boykin, outstanding for each of the three ~~and six~~ month periods ended ~~June~~March 3031, 2006 ~~2005~~ and ~~2004~~2005 was 2,718,256.

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

5. DISCONTINUED OPERATIONS:

The provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” require that hotels sold or held for sale be treated as discontinued operations.

AsDuring ~~discussed in Note 1, during the second quarter of~~ 2005, Boykin sold its French Lick Springs Resort and Spa located in French Lick, Indiana, ~~and~~ the Clarion Hotel & Conference Center located in Yakima, Washington, and the Hampton Inn San Diego Airport/Sea World in San Diego, California.

OnThe ~~March 2,~~results ~~2004,~~of ~~Boykin’s~~operations ~~Doubletree~~of ~~Portland~~the ~~Downtown~~French ~~Hotel~~Lick inSprings ~~Portland,~~Resort ~~Oregon,~~and ~~was acquired~~Spa byand the ~~City~~Clarion ofHotel ~~Portland~~& Conference ~~through~~Center ~~its~~and ~~power~~ of ~~eminent~~the ~~domain.~~joint ~~During~~venture ~~2004~~which ~~Boykin~~owned ~~also~~and ~~sold Marriott’s~~leased ~~Hunt~~out ~~Valley~~the Hampton Inn, San Diego Airport/Sea World for the ~~Holiday~~three ~~Inn~~months ~~Minneapolis~~ended ~~West~~March 31, ~~the~~2005 ~~Radisson~~have ~~Hotel~~been ~~Mount~~reclassified ~~Laurel~~as ~~and~~discontinued ~~the~~operations ~~Ramada~~in ~~Inn~~the ~~Bellevue~~accompanying ~~Center~~financial statements. The results of operations of the applicable properties and joint venture were as follows:

The assets and liabilities of the two hotels disposed of in 2005 as of December 31, 2004, and the results of operations of the properties through the 2005 sale dates and for the three and six months ended June 30, 2004, have been reclassified as discontinued operations in the accompanying financial statements. The operating results of the five properties sold/disposed during 2004 have also been reclassified as discontinued operations in the accompanying financial statements for the three and six months ended June 30, 2004. Interest expense and deferred loan costs have been attributed to the properties, as applicable, based upon the term loan amounts that were repaid with the proceeds of the dispositions.


	Three Months Ended
	March 31,
	2005
Lease revenue	$	354
Hotel revenues		1,986
Hotel operating expenses		(2,761	)
Management fees to related party		(48	)
Management fees — other		(9	)
Property taxes, insurance and other		(194	)
Other expenses		(9	)
Interest income		2
Real estate related depreciation and amortization		(407	)
Minority interest in earnings of joint ventures		(22	)

Loss from discontinued operations	$	(1,108	)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Revenues	$	947		$	12,607		$	2,933		$	22,813
Hotel operating expenses		(1,055	)		(10,146	)		(3,817	)		(19,368	)
Management fees to related party		(8	)		(182	)		(56	)		(347	)
Management fees — other		(11	)		(112	)		(19	)		(206	)
Property taxes, insurance and other		(57	)		(579	)		(250	)		(1,165	)
Other expenses		—			(40	)		(7	)		(50	)
Interest income		—			3			—			7
Interest expense		—			—			—			(197	)
Real estate related depreciation and amortization		(90	)		(1,241	)		(390	)		(2,762	)
Impairment of real estate		—			—			—			(4,300	)
Amortization of deferred financing costs		—			—			—			(87	)
Gain on sale of individual assets		366			18			366			32
Income (loss) from discontinued operations	$	92		$	328		$	(1,240	)	$	(5,630	)

	December 31,
	2004
Accounts receivable, net	$	480
Inventories		431
Other assets		1,043
Deferred financing costs and other, net		24
Investment in hotel properties, net		19,696
Total assets	$	21,674
Accounts payable and accrued expenses	$	1,415
Accounts payable to related party		(7	)
Total liabilities	$	1,408

6. CREDIT FACILITY:

As of ~~June~~March 3031, ~~2005~~2006, Boykin had a secured, revolving credit facility with a financial institution which enabled Boykin to borrow up to $100,000, subject to borrowing base and loan-to-value limitations. The credit facility was expanded during ~~the second quarter of~~ 2005 from $60,000 and four properties were added as security for the facility. Boykin had borrowings of $4037,000 and $640,~~446~~ 000 under this facility at ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005, respectively. The facility will be reduced to $60,000 effective July 1, 2006, matures during October 2006 and bears interest at a floating rate of LIBOR plus 3.75% (78.1363% at ~~June~~March 3031, ~~2005~~2006). Boykin is required to pay a fee of 0.375% on the unused portion of the credit facility. The facility was secured by nine properties with a net carrying value of $9488,~~446 at~~447 ~~June 30, 2005~~ and ~~five hotel properties with a net carrying value of~~ $5389,~~655~~463 at March 31, 2006 and December 31, 2005, ~~2004~~respectively.

The credit facility requires Boykin, among other things, to maintain a minimum net worth, a coverage ratio of EBITDA to debt service, coverage of EBITDA to debt service and fixed charges and a maximum leverage ratio. Further, Boykin is required to maintain the franchise agreement at each hotel and to maintain its REIT status. The terms of the agreement provide certain restrictions on common share dividends; however, Boykin is entitled to distribute sufficient dividends to maintain its REIT status. At ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005, Boykin was in compliance with its covenants.

7. TERM NOTES PAYABLE:

Red Lion Inns Operating L.P. (“OLP”), a wholly-owned subsidiary of the Partnership, has a term loan agreement in the original amount of $130,000 which matures in June 2023 and may be prepaid without penalty after May 21, 2008. The outstanding balance as of ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005 was $~~100~~97,~~496~~492 and $~~102~~98,~~414~~529, respectively. The loan bears interest at a fixed rate of 6.9% ~~until~~ until May 2008, and at a new fixed rate to be determined thereafter. The loan requires principal repayment based on a 25-year amortization schedule. As of ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005, ~~the~~ the loan was secured by six Doubletree hotels with a net carrying value of $~~186~~181,~~293~~099 and $~~189~~182,~~333~~867, respectively. Under covenants in the loan agreement, assets of OLP are not available to pay the creditors of any other Boykin entity, except to the extent of permitted cash distributions from OLP to Boykin. Likewise, the assets of other Boykin entities are not available to pay the creditors of OLP. The loan agreement also requires OLP to hold funds in escrow for the payment of capital expenditures, insurance, interest and real estate taxes and requires OLP to maintain certain financial reporting requirements. OLP was in compliance with these requirements at ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005.

~~Boykin~~During ~~Holding~~2006, ~~LLC~~Marathon ~~(“BHC”),~~Partners obtained a ~~wholly-owned~~term ~~subsidiary~~loan ofin the ~~Partnership,~~amount ~~had~~of a$7,800. ~~term~~The loan is ~~agreement~~secured ~~for~~by ~~which~~ the ~~outstanding~~Banana ~~balance~~Bay asResort of& ~~December 31,~~Marina ~~2004~~– ~~was~~Marathon ~~$91,125.~~which ~~During~~has ~~the second~~a ~~quarter~~net carrying value of ~~2005~~$11,946 ~~Boykin~~as of ~~repaid~~March 31, 2006. The principal balance of the loan, ~~which~~is ~~was~~to ~~scheduled~~be torepaid ~~mature~~upon inmaturity ~~July 2005~~during January 2008. The loan ~~was~~bears ~~secured~~interest byat ~~six~~a ~~hotel~~rate ~~properties~~that ~~with~~fluctuates aat ~~net~~prime ~~carrying~~plus ~~value~~0.75% of(8.5% ~~$65,916~~ at ~~December~~March 31, ~~2004.~~ 2006). The ~~term~~ loan ~~bore~~agreement ~~interest~~requires atcertain afinancial ~~rate~~reporting ~~that~~requirements, ~~fluctuated~~for atwhich ~~LIBOR~~the ~~plus~~joint venture 2was in compliance with at March 31, 2006.~~35%.~~

AsBoykin aHolding, ~~part~~LLC ~~of normal business activities~~(“BHC”), ~~Boykin~~a ~~has~~wholly-owned ~~issued~~subsidiary ~~letters~~ of ~~credit~~the ~~through~~Partnership, ~~major banking~~had ~~institutions~~a asterm ~~required~~loan agreement byfor ~~certain~~which ~~debt~~the ~~and~~outstanding ~~insurance~~balance ~~agreements. As~~ of ~~June 30~~$91,125 ~~2005, there~~was ~~were~~repaid noduring ~~outstanding~~the ~~letters~~second ofquarter ~~credit~~of 2005. AsThe ofterm ~~June 30,~~loan ~~2005,~~bore ~~Boykin~~interest ~~had~~at ~~not~~a ~~entered~~rate ~~into~~that ~~any other~~fluctuated ~~significant~~at ~~off-balance~~LIBOR ~~sheet~~plus ~~financing arrangements~~2.35%.

~~Maturities~~As a part of ~~the~~normal ~~remaining~~business ~~term~~activities, ~~note~~Boykin ~~payable~~has atissued ~~June~~letters of credit through major banking institutions as required by certain debt and insurance agreements. As of March 3031, ~~2005~~2006, there were asno ~~follows:~~outstanding letters of credit. As of March 31, 2006, Boykin had not entered into any other significant off-balance sheet financing arrangements.

2005	$	1,967
2006		4,166
2007		4,448
2008		4,788
2009		5,134
2010 and thereafter		79,993
	$	100,496

Maturities of the term notes payable at March 31, 2006 were as follows:


2006	$	3,129
2007		4,448
2008		12,588
2009		5,134
2010		5,505
2011 and thereafter		74,488

	$	105,292

8. RELATED PARTY TRANSACTIONS:

Management and other fees earned by BMC for the continuing operations of the consolidated hotels related to provisions within the hotel management contracts totaled $1,~~672~~748 and $31,~~354~~681 for the three ~~and six~~ months ended ~~June~~March 3031, ~~2005,~~2006 ~~respectively,~~ and $12005,~~209~~ ~~and $2,742 for the three and six months ended June 30, 2004,~~ respectively. Management fees earned by BMC related to to discontinued operations totaled $848 ~~and $56~~ for the three ~~and six~~ month ~~periods~~period ended ~~June~~March 3031, 2005~~, respectively, and $182 and $347 for the three and six month periods ended June 30, 2004, respectively~~. ~~An additional $28 and $25 was paid during 2005 and 2004, respectively, for other~~The ~~services provided pursuant to the~~ management agreements. ~~The management agreements~~ between Boykin and BMC were approved by the independent members of Boykin’s Board of Directors. Boykin had related party payables to BMC of $1,~~437~~557 and $1,~~063~~145 as of ~~June~~March 3031, 2006 ~~2005~~ and December 31, ~~2004~~2005, primarily related to management fees and reimbursements of ~~expenses on behalf of the hotel~~ ~~properties.~~

~~Boykin Chicago L.L.C. had entered into a management agreement with a wholly-owned subsidiary~~12 of BMC to manage Hotel 71. Management and other fees earned by the subsidiary during 2005, prior to the sale of Hotel 71, totaled $60. For the three and six month periods ended June 30, 2004, management and other fees totaled and $142 and $216, respectively. An additional $1 was paid during the first six months of 2004 for the services provided pursuant to the management agreement.

ForTable the three and six months ended June 30, 2005, Boykin paid a wholly-owned subsidiary of BMC $98 and $153, respectively, for design and project management services and for reimbursement of expenses related to capital improvements at its consolidated hotels. During 2001, a subsidiary of BMC sold a portion of its business to an unrelated third party. A portion of the sales price is contingent upon the revenues the business receives from Boykin. For the six months ended June 30, 2005 an additional $1 of sales proceeds was provided to BMC as a result of purchases made by Boykin. Contents

expenses on behalf of the hotel properties. Included within the March 31, 2006 payable balance is $254 related to insurance proceeds received by Boykin related to a property owned by Robert W. Boykin.

Boykin Chicago L.L.C. had entered into a management agreement with a wholly-owned subsidiary of BMC to manage Hotel 71 prior to its sale. Management and other fees earned by the subsidiary during 2005, prior to the sale of Hotel 71, totaled $60.

For the three months ended March 31, 2006 and 2005, Boykin paid a wholly-owned subsidiary of BMC $28 and $55, respectively, for design and project management services and for reimbursement of expenses related to capital improvements at its consolidated hotels. During 2001, a subsidiary of BMC sold a portion of its business to an unrelated third party. A portion of the sales price is contingent upon the revenues the business receives from Boykin. For the three months ended March 31, 2005 an additional $1 of sales proceeds was provided to BMC as a result of purchases made by Boykin.

Fees paid to BMC and its subsidiaries for services which are not subject to management agreements are at market prices as determined by the independent members of the Board of Directors. The Board’s market price determinations are based on market checks performed by management and outside independent consultants from time to time, comparative information provided by BMC, and industry publications.

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

9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

As of ~~June~~March 3031, ~~2005~~2006 and December 31, ~~2004~~2005, there were $1,188 of preferred share dividends which were declared but not paid.

Interest paid during the ~~six~~three month periods ended ~~June~~March 3031, ~~2005~~2006 and ~~2004~~2005 was $62,~~584~~888 and $83,~~171~~108, respectively. Approximately $10 of the interest paid was capitalized as a part of the Captiva Villas development project.

InCash flows from discontinued operations are combined with the ~~first~~cash ~~six~~flows ~~months~~from continuing operations in the consolidated statements of cash flows. For 2005, ~~Boykin~~cash ~~granted~~flows ~~184,000~~related ~~restricted~~to discontinued ~~common~~operations ~~shares~~approximated $800. Additionally, ~~valued~~cash atflows related to the sale of Hotel 71 contributed approximately $123,~~762,~~300 ~~under~~to ~~its~~cash ~~Long~~flows —provided ~~Term~~by ~~Incentive~~investing ~~Plans~~activities.

10. INCOME TAXES:

Boykin qualifies as a REIT under Sections 856-860 of the Internal Revenue Code. As a REIT, Boykin ~~generally~~is ~~will~~entitled ~~not~~to bea ~~subject~~dividends paid deduction for certain shareholder distributions, which deduction reduces its taxable income. Boykin is required to ~~federal~~pay corporate income ~~tax~~taxes on ~~that~~the income, ~~portion~~if any, of its ~~net~~ TRS subsidiaries and on any REIT taxable income ~~that~~after ~~relates~~the effect of dividend paid deductions. In certain cases, dividends paid during the immediately subsequent year may be applied to ~~its~~the ~~non-TRS~~prior ~~subsidiaries~~year’s dividends paid deduction; however, an excise tax may be applicable based on the timing of such distributions. ~~Accordingly~~During 2005, noBoykin ~~provision~~had ~~for~~REIT taxable income ~~taxes~~in ~~has~~excess ~~been~~of ~~reflected~~the dividends paid during 2005. Boykin therefore designated the preferred dividend paid during January 2006 as a 2005 dividend. Boykin believes that the preferred dividends which it paid during April 2006, the preferred dividend which Boykin expects to pay in July 2006 and anticipated additional common share dividends of approximately $9,500 which Boykin expects to pay during 2006 will be designated as 2005 dividends. Payments and timing of dividends are subject to approval by the ~~accompanying~~Board ~~consolidated~~of ~~financial~~Directors. ~~statements~~Boykin ~~for~~recorded an excise tax expense in the ~~corporate~~fourth ~~level~~quarter of 2005 ~~entities~~related to this anticipated timing. Boykin also anticipates that it will incur an Alternative Minimum Tax which was also recorded in the fourth quarter of 2005.

Upon the effective date of the establishment of Boykin’s TRSs, the subsidiaries became subject to federal and state income taxes. Boykin’s TRSs account for income taxes in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.” As of ~~June~~March 3031, ~~2005~~2006, Boykin has a deferred tax asset of approximately $1115,~~482~~785, prior to any valuation allowance, related to the assumption of the retained deficit of certain leases upon the formation of the TRSs as well as the cumulative operating losses of the TRSs and their subsidiaries since their formation. Boykin has recorded a 100% valuation allowance against this asset due to the uncertainty of realization ~~and~~; therefore, no provision or benefit from income taxes is reflected in the accompanying consolidated statements of operations. As of ~~June~~March 3031, ~~2005~~2006, the net operating loss carry-forwards have remaining lives of approximately 1716 to 19 years.

14 Certain of Boykin’s entities are required to pay various state and local franchise and income taxes which are based on amounts other than net income such as gross receipts or net worth. These amounts are reflected within corporate general and administrative expenses within the consolidated financial statements and have been deemed immaterial for disclosure for the applicable periods.

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

OVERVIEW

Boykin Lodging Company (“Boykin”), an Ohio corporation, ~~(“Boykin”)~~ is a real estate investment trust (“REIT”) that currently owns interests in 21 hotels throughout the United States. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership entity that transacts business and holds the direct and indirect ownership interests in our hotels. As of ~~June~~March 3031, ~~2005~~2006, Boykin had an 85.5% ownership interest in, iswas the sole general partner of ~~and~~ ~~does~~and conducted all of its business through the Partnership.

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

~~SECOND~~FORWARD ~~QUARTER~~LOOKING ~~HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2005~~STATEMENTS

~~Refer~~This toForm ~~the~~10-Q ~~“Results~~contains ofstatements ~~Operations”~~that ~~section~~constitute ~~below~~forward-looking ~~for~~statements. ~~discussion~~Those statements appear in a number of ~~our~~places ~~second~~in ~~quarter~~this Form 10-Q and the documents incorporated by ~~year~~reference toherein ~~date~~and ~~2005~~include ~~results~~statements ~~compared~~regarding toour ~~2004.~~intent, belief or current expectations or those of our directors or officers with respect to:

In• ~~April~~Leasing, wemanagement ~~sold~~or performance of the ~~French~~hotels; ~~Lick~~• ~~Springs~~Our ~~Resort~~plans ~~and~~for ~~Spa~~expansion, inconversion ~~French~~or ~~Lick,~~renovation ~~Indiana,~~of ~~for~~the ahotels; ~~price~~ • Adequacy of ~~$25.0 million.~~reserves ~~Net~~for ~~proceeds~~renovation ~~from~~and ~~the~~refurbishment; ~~sale~~• ofOur ~~approximately~~financing ~~$24.4 million~~plans; ~~were~~• ~~used~~Our ~~for~~continued ~~general corporate~~qualification ~~purposes.~~as Ina ~~June,~~REIT weunder ~~sold~~applicable ~~the~~tax ~~Clarion~~laws; ~~Hotel~~• &Our ~~Conference~~policies ~~Center~~and inactivities ~~Yakima~~regarding investments, ~~Washington for~~acquisitions, adispositions, ~~price~~financings, conflicts of ~~$4.2 million.~~interest ~~Net~~and ~~proceeds~~other ofmatters; ~~approximately~~• ~~$4.0 million~~National ~~were~~and ~~used~~international ~~for~~economic, ~~general corporate~~political ~~purposes~~or market conditions; and • Trends affecting us or any hotel’s financial condition or results of operations.

InYou ~~June,~~can weidentify ~~expanded~~ the ~~principal~~forward-looking ~~amount~~statements by their use of ~~our~~forward-looking ~~secured~~words, ~~revolving~~such ~~credit~~as “believes,” ~~facility~~“expects,” to“may,” ~~$100~~“will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of those words or similar words.0 You are cautioned that any such ~~million~~forward-looking statement is not a guarantee of future performance and ~~added~~involves ~~four~~risks ~~properties~~and uncertainties, and that actual results may differ materially from those in the forward-looking statement as ~~security~~a result of various factors. ~~Also~~The factors that could cause actual results to differ materially from those expressed in ~~June~~a forward-looking statement include, ~~the~~among ~~remaining~~other ~~outstanding~~factors, financial ~~balance~~performance, real estate conditions, execution of hotel acquisition or disposition ~~approximately~~programs, ~~$91.1 million~~changes onin anlocal ~~original~~or ~~$108.0 million~~national ~~term~~economic ~~loan,~~conditions ~~which~~and ~~was~~their ~~scheduled~~impact toon ~~mature~~the occupancy of our hotels, military action, terrorism, hurricanes, changes in ~~July~~interest rates, ~~2005~~changes in local or national supply and construction of new hotels, ~~was~~changes ~~repaid~~in profitability and margins and the financial condition of our operators and lessee and other similar variables.

The ~~final~~information ~~condominium~~contained ~~hotel~~in ~~project~~this atForm ~~the~~10-Q ~~Pink Shell Beach Resort & Spa is currently being marketed for sale. This project, Captiva Villas, will conclude the redevelopment of the resort~~ and ~~will~~ ~~contain 43 beach-front units. The units~~ in the ~~new~~documents ~~building~~incorporated ~~will be sold as condominiums, with the anticipation that the owners will put their unused room nights back to the resort~~ by ~~contract.~~ ~~As of July 29, 2005, 38 of 42 available units are under contract. Zoning for the new~~reference ~~building~~herein ~~has~~and ~~been~~in ~~approved.~~Boykin’s ~~Buildings~~periodic ~~previously~~filings ~~located~~with on the ~~site~~Securities ~~were demolished in February 2005~~ and ~~construction~~Exchange ofCommission ~~the~~also ~~new~~identifies important ~~building~~factors isthat ~~set~~could tocause ~~commence~~such ~~during the fall of 2005~~differences.

InWith ~~early~~respect ~~September 2004,~~to ~~Hurricane~~any ~~Frances~~such ~~hit~~forward-looking ~~the~~statement ~~Melbourne~~that ~~Hilton~~includes ~~Oceanfront~~a ~~and~~statement ~~the~~of its underlying ~~Melbourne~~assumptions ~~Suites~~or ~~Beach~~bases, ~~Resort.~~we ~~Both~~caution ~~hotels~~that, ~~remain~~while ~~closed~~we ~~due~~believe tosuch ~~the~~assumptions ~~damage~~or ~~from~~bases ~~the~~to ~~storm.~~be ~~The~~reasonable ~~Melbourne~~and ~~hotels~~have ~~are~~formed ~~expected~~them toin ~~resume~~good ~~normal~~faith, ~~operations~~assumed ~~during~~facts ~~the~~or ~~first~~bases ~~half~~almost ofalways ~~2006,~~vary ~~subject~~from toactual results, and the ~~timing~~differences ofbetween ~~the~~assumed ~~repair~~facts ofor ~~the~~bases ~~properties,~~and ~~including~~actual ~~obtaining~~results ~~required~~can ~~government~~be ~~approvals~~material ~~and~~depending on the ~~availability~~circumstances. ofWhen, ~~labor~~in ~~and~~any ~~materials.~~forward-looking Westatement, ~~expect~~we ~~that~~or ~~approximately $13 million~~our tomanagement ~~$16 million~~express ~~of the estimated~~an ~~$30 million~~expectation toor ~~$40 million~~belief ~~cost~~as to ~~repair the~~future ~~properties~~results, ~~will~~that beexpectation ~~recovered~~or ~~under~~belief ~~our~~is ~~insurance~~expressed ~~policies~~in asgood wefaith and ~~anticipate~~is ~~adding~~believed ~~improvements beyond~~to ~~the~~have ~~scope~~a ofreasonable ~~repair~~basis, ~~which~~but wethere ~~anticipate~~can ~~will~~be ~~enhance~~no ~~the~~assurance ~~revenues~~that ~~and profitability of~~ the stated ~~properties.~~expectation ~~Additionally,~~or webelief ~~maintain~~will ~~business~~result ~~interruption~~or ~~insurance~~be toachieved ~~offset~~or ~~the effects of the closure on our operating results~~accomplished.

AsFIRST ofQUARTER ~~June 30,~~HIGHLIGHTS ~~2005,~~AND weOUTLOOK ~~had~~FOR aTHE ~~$0.1 million~~REMAINDER ~~non-refundable~~OF ~~deposit for the purchase of a~~2006 redevelopment project in the Florida Keys. We expect to acquire the property with a joint venture partner and anticipate funding 50% of the $12.5 million purchase price. We made an additional $0.5 million deposit in July.

Revenue per available room (RevPAR) for the ~~second~~first quarter for all hotels owned or partially owned by Boykin for all periods presented, excluding properties not operating due to damage caused by hurricanes ~~and hotels sold during the quarter~~, increased 134.5% to $7372.34 00 from last year’s $6468.6288. The RevPAR increase is a result of a 32.1% increase in average daily rate to $~~101~~109.2589 from last year’s $98107.~~25,~~62 and an increase in occupancy to 7265.45% during the first quarter of 2006 from 6564.80% during the same period in the prior ~~second~~year. ~~quarter~~Refer to the “Results of ~~2004~~Operations” section below for further discussion of our first quarter 2006 results compared to 2005.

~~Based~~During ~~upon our year to date results and our current booking trends, we are anticipating that~~ the ~~third~~first quarter ~~RevPAR for~~ our ~~entire~~Board ~~portfolio~~of ~~will~~Directors bedeclared ~~2.5%~~a todividend ~~4.5%~~on ~~above~~our ~~the~~preferred ~~same~~shares ~~period last~~of ~~year with the full year 2005 RevPAR up~~ $6.0%5625 toper ~~7.0%~~preferred ~~from 2004~~share. ~~Net~~The ~~loss~~dividends ~~attributable~~were payable to ~~common~~ shareholders ~~per~~of ~~share~~record isas ~~expected~~of toMarch 31, 2006 ~~range~~and ~~between~~were ~~$0.19~~paid ~~and~~on $0April 14, 2006.15 ~~for~~The ~~the~~Board ~~third~~did ~~quarter~~not ~~with~~declare ~~net income~~a ~~ranging~~common ~~between~~share ~~$0.73~~dividend ~~and $0.79~~ for the first ~~full year~~quarter. ~~With~~In ~~that assumption~~2006, we expect ~~that our funds from operations attributable~~ to make common ~~shareholders~~share ~~(“FFO”)~~dividend ~~could~~distributions ~~range~~sufficient ~~between $0.10 and~~to ~~$0.15~~satisfy ~~per~~the ~~fully-diluted~~distribution ~~share~~requirements ~~for~~relating ~~the~~to ~~third~~2005 ~~quarter~~REIT ~~and~~taxable $0income.60 ~~and~~The ~~$0.70~~distribution ~~per share for the full~~must ~~year.~~be ~~For~~made aprior ~~definition~~to ~~of FFO~~October 16, a2006; ~~reconciliation~~however, ofthe ~~net~~exact ~~income~~timing ~~(loss) to~~will ~~FFO~~be ~~and~~dependent ~~why~~upon weprojections ~~believe FFO~~of iscash anavailable ~~important~~for ~~measure~~distribution toand ~~investors~~other offactors aconsidered ~~REIT’s~~relevant ~~financial~~by ~~performance,~~the ~~see~~Board ~~“Results~~ of ~~Operations” section below~~Directors.

~~During the quarter our Board of Directors declared a dividend on our preferred shares of~~14 $6.5625 per preferred share. The dividends were payable to shareholders of record as of June 30, 2005 and were paid on July 15, 2005. The Board did not declare a common share dividend for the second quarter. We will continue to review our cash flow and taxable income projections throughout the year and may consider recommending to the Board the reinstatement of a common share dividend during 2005. We intend to make distributions necessary, if any, to meet REIT requirements.

~~During~~ We ~~the~~continue ~~second quarter, we announced that we are working with UBS Investment Bank~~ to ~~assist us~~pursue ~~with~~strategic ~~the~~acquisitions ~~identification~~within ~~and~~our ~~evaluation~~target ofmarkets. ~~strategic~~During ~~alternatives for~~ the ~~Company. No decision~~first ~~has~~quarter, ~~been~~Marathon ~~made~~Partners asLLC, toa ~~whether~~joint ~~any~~venture ~~transaction~~of orwhich ~~other~~we ~~corporate~~own ~~action~~50%, ~~will~~purchased ~~result~~the ~~from~~Banana ~~this effort,~~Bay ~~and~~Resort ~~there~~& ~~can~~Marina be– noMarathon ~~assurance~~for ~~that any transaction or other action will result from this effort~~$12.0 million. ~~We do~~The ~~not~~resort, ~~intend~~which tocomprises ~~make~~65 ~~any~~guestrooms ~~further~~on ~~announcements regarding the exploration of strategic alternatives~~ten ~~unless~~acres, ~~and~~was ~~until~~acquired ~~the~~for ~~process~~potential isredevelopment ~~terminated~~as or a ~~definitive~~condominium ~~agreement~~hotel ~~relating to a transaction is executed~~project.

On the development front, we are progressing with the final condominium hotel project at the Pink Shell Beach Resort and Spa. This project, Captiva Villas, will conclude the redevelopment of the resort and will contain 43 beach-front units. Construction commenced in late 2005 and is scheduled for completion in the first quarter of 2007. The units in the new building are being sold as condominiums, with the anticipation that the owners will put their unused room nights back to the resort by contract.

Based upon our year to date results and our current booking trends, we are anticipating that the second quarter RevPAR for our entire portfolio will be 3.0% to 5.0% above the same period last year with the full year 2006 RevPAR 4.0% to 6.0% above 2005. Net loss attributable to common shareholders per share is expected to range from $0.09 to $0.05 for the second quarter and from $0.45 to $0.32 for the full year. With that assumption, we expect that our funds from operations attributable to common shareholders (“FFO”) could range between $0.17 and $0.21 per fully-diluted share for the second quarter and $0.55 to $0.68 per share for the full year. This guidance does not incorporate any impact from property acquisition or disposition activity which may occur and may be further impacted by potential insurance recoveries. For a definition of FFO, a reconciliation of net income to FFO and why we believe FFO is an important measure to investors of a REIT’s financial performance, see the “Non-GAAP Financial Measures” section below.

Our Melbourne Hilton Oceanfront and Melbourne Suites Beach Resort remain closed due to the damage from Hurricane Frances. The Melbourne hotels are expected to resume normal operations during June or July of 2006, subject to the timing of the repair of the properties. We anticipate adding improvements beyond the scope of the repair, which we anticipate will enhance the revenues and profitability of the properties.

During the second quarter of 2005, we announced that we are working with UBS Investment Bank to assist us with the identification and evaluation of strategic alternatives for the Company. No decision has been made as to whether any transaction or other corporate action will result from this effort, and there can be no assurance that any transaction or other action will result from this effort. We do not intend to make any further announcements regarding the exploration of strategic alternatives unless and until the process is terminated or a definitive agreement relating to a transaction is executed.

CRITICAL ACCOUNTING POLICIES

Investment in Hotel Properties

We review our hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions, new hotel construction in markets where the hotels are located or changes in the expected holding period of the property. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property are equal to or exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value is recorded and an impairment loss recognized. We did not believe that there were any factors or circumstances indicating impairment in the ~~second~~first quarter of ~~2005~~2006.

If actual conditions differ from those in our assumptions, the actual results of each asset’s future operations and fair market value could be significantly different from the estimated results and value used in our analysis. Our operating results are also subject to the risks discussed within this Quarterly Report on Form 10-Q.

Revenue recognition

Hotel Condominium Revenues —-

~~Percentage~~The ofrelated ~~completion~~gross —rental Inincome ~~2004,~~generated weby ~~recognized~~units ~~revenue~~put ~~related~~back to the ~~White~~resort ~~Sand~~by ~~Villas~~contract for use ~~project~~as ~~under~~hotels rooms and the ~~percentage~~units ofowned ~~completion~~by ~~method.~~Boykin ~~The~~is ~~sales~~recorded ofby ~~all~~the 91resort ~~available~~and ~~units closed~~included in ~~2004,~~hotel revenues ~~and~~within the ~~proceeds~~consolidated ~~had~~financial ~~been~~statements. ~~collected;~~Under ~~therefore~~the terms of their contracts, ~~all~~a percentage ~~project~~of ~~revenues~~the ~~had~~gross ~~been~~rental income of each unit is to be remitted to the respective unit ~~recognized~~owner. The remitted amounts are recorded as ofexpenses ~~December 31~~within the property taxes, ~~2004~~insurance and other line of the consolidated financial statements.

~~White~~Percentage ~~Sand~~of ~~Villas~~completion ~~unit~~— ~~owners~~In ~~contract~~2006, ~~with~~we ~~the~~began ~~resort~~recognizing torevenue ~~allow~~related ~~their~~to ~~unused~~the ~~room nights to~~Captiva beVillas ~~rented~~project ~~out~~under by the ~~resort~~percentage asof ~~hotel~~completion ~~rooms~~method. ~~The~~Condominium ~~related~~project ~~gross~~revenues ~~rental~~and expenses ~~income~~are ~~generated~~recognized byon the ~~units~~ ~~put~~percentage ~~back~~of tocompletion ~~the~~method ~~resort~~upon bysatisfaction ~~contract~~of the following criteria: (a) construction is ~~recorded~~determined byto ~~the~~be ~~resort~~beyond ~~and~~a ~~included~~preliminary instage, ~~hotel~~(b) the ~~revenues~~buyer ~~within~~is ~~the~~not ~~consolidated~~entitled ~~financial~~to ~~statements.~~a ~~Under~~refund ~~the~~except ~~terms~~for nondelivery of ~~their~~the ~~contracts~~unit, a(c) sufficient units ~~percentage~~are ofunder binding contract to assure the ~~gross~~entire property will not revert to rental ~~income~~property, (d) sales ofprices ~~each~~have ~~unit~~been isdetermined to be ~~remitted~~collectible, toand ~~the~~(e) aggregate ~~respective~~sales ~~unit~~proceeds and ~~owner.~~costs ~~The~~can ~~remitted~~be ~~amounts~~reasonably ~~are~~estimated. ~~recorded~~In as2006, ~~expenses~~revenue ~~within~~was ~~the~~recognized ~~property~~under ~~taxes,~~percentage ~~insurance~~of ~~and~~completion ~~other~~accounting ~~line~~as of the ~~consolidated~~Captiva ~~financial~~Villas ~~statements.~~project had satisfied the

~~Insurance~~15 ~~Recoveries —~~

criteria outlined above. Percentage of completion accounting involves the use of estimates for the relation of revenues on sold units to total revenues of the project, for determinations of sales price collectibility, and for total cost of the project.

Insurance Recoveries –

Since 2003, we have had several significant open insurance claims for water infiltration remediation and hurricane damage.

We record ~~expected~~insurance ~~income~~recoveries ~~related to casualty damages~~ in an amount equal to the ~~net~~losses ~~book~~recorded by the property ~~value~~being ofcovered as the losses ~~incurred~~are recognized until ~~the~~such ~~receipt~~time ofas ~~additional~~those ~~proceeds~~recoveries isare ~~probable~~deemed ~~and~~not probable or reasonably estimable. WeAmounts ~~consider~~in ~~these~~excess ~~requirements~~of ~~satisfied~~those ~~when~~losses are recognized to the extent that cash has been received or a ~~proof~~settlement ofhas ~~loss~~been isreached ~~executed~~and ~~with~~ the ~~insurance~~amount ~~company.~~is ~~Based~~not considered to be an advance on ~~the~~future ~~proof~~losses. ofBusiness ~~loss,~~interruption ~~any~~recoveries ~~proceeds~~are inreflected as ~~excess~~other ofhotel revenues within the ~~losses~~consolidated financial statements. Property insurance ~~booked~~recoveries are ~~recorded~~reflected as a gain on sale/disposal of assets within the consolidated financial statements. Fees due to service providers in connection with casualty insurance recoveries are reflected as reductions in the gain recognized. Fees due to service providers related to business interruption insurance recoveries are reflected as corporate general and administrative expenses within the consolidated financial statements.

As other property insurance claims are filed for repair work done at the properties, we record estimated recoveries to offset the costs incurred, less appropriate deductibles.

Expected insurance recoveries under our business interruption coverage are recorded in other hotel revenues in an amount necessary to offset ongoing expenses. Additional income is recorded when the receipt of additional proceeds is probable and estimable. We consider these requirements satisfied when a proof of loss is executed with the insurance company or cash proceeds are received.

FINANCIAL CONDITION

~~June~~March 3031, ~~2005~~2006 Compared to December 31, ~~2004~~2005

As Included ain ~~result~~restricted ofcash ~~the~~as ~~sale~~ of ~~Hotel 71 in March~~December ~~2005~~31, we2005 ~~received~~was ~~approximately~~ $2322.37 million of funds from the ~~unconsolidated~~sale of ~~joint~~the ~~venture~~Hampton ~~that~~Inn ~~owned~~San ~~the~~Diego ~~hotel.~~Airport/Sea AWorld ~~portion~~which ofwere ~~the~~held ~~funds~~by ~~was~~a ~~used~~third ~~to repay~~party ~~the~~intermediary ~~then~~for potential ~~outstanding~~use ~~amount~~in ona ~~our~~like-kind ~~secured~~exchange ~~credit~~pursuant ~~facility.~~to InSection 1031 ~~connection~~of ~~with~~ the ~~repayment~~Internal Revenue Code. ofDuring January 2006, the ~~debt~~potential ~~associated~~like-kind ~~with~~exchange ~~the~~was ~~property~~cancelled, ~~$1.75 million~~and ofthe ~~previously~~cash ~~restricted~~held ~~cash~~by the third party intermediary was released from restricted and transferred into operating cash.

As a result of the progress made regarding the Captiva Villas project at the Pink Shell Beach Resort and Spa, as of March 31, 2006, outstanding accounts receivable related to the recognition of revenue for the units based upon the percentage of completion method totaled $1.0 million. Deposits received from the pre-sales totaling $3.7 million are recorded as accounts payable and accrued expenses as of March 31, 2006. The portion of the deposits available for use as payment of construction costs approximated $1.3 million. The remaining portion that is not available is reflected in restricted cash. Costs incurred in the preparation for and the commencement of construction of the units in excess of revenue recognized totaled $3.2 million and $1.9 million as of March 31, 2006 and December 31, 2005, respectively, and are reflected in the consolidated balance sheets as other assets.

RESULTS OF OPERATIONS

Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005

Total revenues from continuing operations decreased slightly to $53.1 million for the first quarter 2006 versus $53.3 million for the same period in 2005. Hotel revenues for the three months ended March 31, 2006 were $52.0 million, a 2.3% decrease from $53.3 million in hotel revenues for the same period in 2005. Included in first quarter 2005 hotel revenues is $1.3 million related to a business interruption insurance claim for a property which had rooms out of service as a result of a remediation project during 2003, the first half of 2004 and 2005, as well as $2.7 million of business interruption insurance recoveries related to the two closed Melbourne properties. There were no revenues or insurance recoveries recorded related to the two Melbourne hotels during the first quarter of 2006 and only approximately $21,000 of business interruption insurance recoveries related to the property which was remediated. Included in 2006 hotel revenues is approximately $0.6 million related to the Banana Bay Resort & Marina which was acquired during the first quarter of 2006. For further information regarding changes in hotel revenues, see the table below which illustrates the key operating statistics of our hotels, including RevPAR. Offsetting the decrease in hotel revenues is the $1.0 million inclusion of revenues from condominium development and unit sales as a result of the progress made on the Captiva Villas project during 2006.

Hotel operating profit margins, defined as hotel operating profit (hotel revenues less hotel operating expenses) as a percentage of hotel revenues, of the consolidated hotels operated under the TRS structure for the first quarter of 2006 were 27.2%, a decrease from 32.6% for the first quarter of 2005. Excluding all business interruption amounts from 2006 and 2005 and the Banana Bay Resort & Marina which was acquired during 2006, hotel operating profit margins for the portfolio decreased to 27.6%, from 28.0% in 2005.

Property taxes, insurance and other increased approximately $0.3 million to $4.8 million for the first quarter of 2006 versus the first quarter of 2005, primarily as a result of increases in insurance costs due to rising insurance rates partially offset by refunds and reductions related to property taxes.

InCost ~~June 2005,~~of wecondominium ~~repaid~~development ~~the~~and ~~outstanding~~unit ~~balance~~sales onof ~~the term note that was scheduled to mature in July 2005~~$0.9 million ~~The~~for ~~outstanding balance of~~ the ~~term~~first ~~note~~quarter as of ~~December 31, 2004 was approximately~~2006 ~~$91.1 million.~~related ~~The~~to ~~note~~the ~~was~~progress ~~repaid using $40.0~~ of ~~funds drawn from~~ the ~~credit~~Captiva ~~facility (approximately~~Villas $6project.~~4 million~~ ~~outstanding~~There aswere ofno ~~December 31,~~similar ~~2004),~~costs ~~funds~~recorded ~~previously~~during the ~~restricted~~first ~~for payment~~quarter of ~~capital~~2005 ~~expenditures,~~as ~~insurance,~~the ~~interest~~project ~~and~~had ~~real~~not ~~estate~~met ~~taxes~~established ~~pursuant~~criteria toat ~~the~~that ~~terms of the note, and cash on hand~~time.

InCorporate ~~accordance~~general ~~with~~and ~~the~~administrative ~~provisions~~expenses offor ~~Statement~~the offirst ~~Financial~~quarter ~~Accounting~~of ~~Standards~~2006 ~~(“SFAS”)~~increased approximately No$0. ~~144,~~8 million ~~“Accounting~~from ~~for~~ the ~~Impairment~~same orperiod ~~Disposal~~in of2005. ~~Long-Lived~~This ~~Assets,”~~increase ~~the~~is ~~assets~~comprised ~~and~~primarily ~~liabilities~~ of the ~~French~~occurrence ~~Lick~~of ~~Springs~~certain ~~Resort~~non-recurring ~~and~~professional ~~Spa~~fees and ~~the~~expenses ~~Clarion Hotel & Conference Center~~ as ofwell ~~December 31, 2004 have been classified~~ as ~~discontinued operations in~~ the ~~accompanying~~increase ~~financial statements.~~in ~~As such,~~ the ~~only~~fair ~~material~~market ~~changes~~value ~~in our financial condition as a result~~ of the ~~disposal~~employee ofdeferred ~~the hotels~~compensation inrabbi ~~2005~~trust ~~has been the removal of these segregated assets and liabilities and the receipt of the cash~~accounts.

~~RESULTS~~ Interest OFincome ~~OPERATIONS~~increased approximately $0.5 million during the quarter ended March 31, 2006 versus the first quarter of 2005 as a result of higher amounts of cash and restricted cash on hand throughout the period as well as the increase in the fair market value of the employee deferred compensation rabbi trust accounts.

~~Quarter~~ Interest ~~Ended~~expense ~~June~~decreased from $3.2 ~~30,~~million ~~2005~~to ~~Compared~~$2.9 million from the first quarter of 2005 to the ~~Quarter~~first ~~Ended~~quarter ~~June~~of 2006 as a result of the payoff of the outstanding balance of the original $108.0 30million term loan during 2005 partially offset by the addition of the loan supporting the Banana Bay Resort & Marina – Marathon acquired during 2006, ~~2004~~the recognition of $0.2 million of interest expense related to the deferred gain recognition on the 2005 sale of the San Diego property and an approximate $26.0 million increase in the weighted average outstanding balance on our credit facility at an approximate 2% higher weighted average interest rate.

~~Total~~Equity ~~revenues~~in ~~from~~income ~~continuing~~of ~~operations~~unconsolidated ~~increased~~joint ~~4.5%~~ventures toincluding ~~$54.8 million~~gain ~~for~~on ~~the~~sale ~~second~~decreased ~~quarter~~approximately ~~2005 versus~~ $5211.51 million ~~for~~from the ~~same~~first ~~period~~quarter inof ~~2004. Hotel revenues for the three months ended June 30,~~ 2005 ~~were $54.5 million, a 7.1% increase from $50.9 million in hotel revenues for the same period in 2004. Due~~ to the ~~continued~~first ~~closure~~quarter of ~~the~~2006. ~~two~~The ~~Melbourne properties, included in~~first ~~second~~ quarter ~~2005 hotel revenues is $1.3 million~~ of ~~business~~2005 ~~interruption recoveries, whereas second quarter 2004 hotel revenues~~ included ~~approximately $3.0 million related to~~ the ~~two properties,~~recognition ~~which~~of ~~were~~our ~~open~~share ~~during~~of ~~that period. For further information regarding changes in hotel revenues, see~~ the ~~table~~gain ~~below~~on ~~which illustrates~~ the ~~key~~sale ~~operating statistics~~ of ~~our~~Hotel ~~hotels~~71, ~~including~~ ~~RevPAR. Partially offsetting this increase in hotel revenues is the $1.2 million~~which ~~decrease~~was inowned ~~revenues~~by ~~from~~one ~~condominium development and unit sales, as a result~~ of ~~the~~our ~~completion~~unconsolidated ~~of the~~joint ~~White Sand Villas development project in 2004~~ventures.

~~Hotel~~Gain ~~operating~~on ~~profit~~sale/disposals ~~margins~~ of ~~the~~assets ~~consolidated~~during ~~hotels operated under~~ the ~~TRS~~first ~~structure for the second~~ quarter ~~were~~of ~~30.3%,~~2006 antotaled ~~increase from 27~~$0.7%5 million ~~for~~as ~~the~~a result ~~second quarter~~ of ~~2004.~~additional ~~A significant~~property ~~contributor~~insurance torecoveries ~~the~~received ~~increased~~related ~~margin~~to ishotels ~~the~~damaged ~~recognition~~by ~~of the business interruption~~Hurricane ~~insurance~~Wilma ~~recoveries~~in ~~during~~ the ~~second~~fourth quarter of 2005 ~~within hotel revenues~~. ~~Excluding~~Gain ~~the business~~on ~~interruption~~sale/disposal ~~amounts~~of inassets ~~2005~~during ~~and~~ the ~~operating~~first ~~results~~quarter of ~~the two Melbourne properties~~ ~~from~~2005 ~~2004,~~totaled ~~hotel~~$6.9 million ~~operating~~as ~~profit~~a ~~margins~~result ~~for~~of the ~~portfolio~~recording ~~increased~~of toproperty ~~29.4%,~~insurance ~~from~~proceeds ~~27.2%~~received ~~in 2004.~~or ~~Another~~due ~~contributor~~ to ~~the~~us ~~margin~~in ~~increase~~excess ~~is the Pink Shell Beach Resort and Spa, which, during the second quarter~~ of ~~2004, was in~~ the ~~ramp-up~~net ~~phase~~book ~~after~~value ~~the completion~~ of the ~~new~~disposed ~~White~~assets ~~Sand Villas~~related ~~condominium~~to ~~tower.~~water ~~As such, margins at the property have increased significantly during the~~infiltration ~~second~~remediation ~~quarter~~and ~~of 2005 versus~~ the ~~same~~damages ~~period~~suffered inby the ~~prior~~Melbourne ~~year. Excluding these three~~ properties from ~~both~~Hurricane ~~periods, the remaining hotels in the portfolio experienced increased margins of 28~~Frances.~~8% in~~ ~~2005 versus 27.8% during 2004.~~

~~Property~~As ~~taxes,~~a ~~insurance~~result ~~and~~of ~~other increased approximately $0.7 million to $4.3 million for~~ the ~~second~~above, ~~quarter of 2005 versus~~ the ~~second~~first quarter of2006 ~~2004.~~resulted ~~This~~in ~~increase~~net isloss ~~primarily~~before ~~due to~~discontinued ~~increased~~operations ~~contractual payments to owners~~ of ~~the~~$0.9 million ~~condominiums~~compared atwith ~~the~~net ~~Pink~~income ~~Shell for use~~ of ~~their units~~$16.8 million asin ~~hotel rooms as a result of~~ the ~~sales~~same ofperiod ~~the~~last ~~White Sand Villas tower in 2004~~year. ~~Also~~ ~~contributing to this increase are increases in insurance costs.~~

~~Cost~~In accordance with SFAS No. 144, the results of ~~condominium~~operations ~~development~~of ~~and~~the ~~unit~~French ~~sales~~Lick ~~totaled~~Springs ~~$0.5 million~~Resort and ~~for~~Spa and the ~~second~~Clarion ~~quarter~~Hotel & Conference Center sold during 2005 and of the joint venture which ~~2004.~~owned Asand leased out the ~~White~~Hampton ~~Sand~~Inn ~~Villas~~San ~~project~~Diego ~~was~~Airport/Sea ~~completed~~World ~~during~~sold ~~2004,~~in ~~there~~2005 ~~were~~for nothe ~~similar~~three ~~costs~~months ~~recorded~~ended ~~during~~March 31, 2005, have been reclassified as discontinued operations in the ~~second~~accompanying financial ~~quarter~~statements. Please refer to note 5 of ~~2005~~our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations.

Corporate general and administrative expenses for the second quarter of 2005 increased approximately $1.8 million from the same period in 2004. Approximately $1.0 million of this increase is attributable to increases in compensation expense, which were the result of compensation plans and agreements which were contingent or valued based upon our common share price. Approximately $0.2 million of this increase was due to the Directors Deferred Compensation Plan as the common share price at June 30, 2005 was higher than March 31, 2005, and $0.8 million was due to the vesting and payment of share and option awards under an existing employment agreement as our common share price reached certain preNon-~~established~~GAAP ~~thresholds.~~Financial ~~The remainder of the increase was the result of certain~~Measures non-recurring professional fees, other general corporate expenses, and continued increasing expenses related to compliance with the Sarbanes-Oxley Act of 2002 which are expected to be incurred throughout the year. During 2004, expenses related to compliance with the Sarbanes-Oxley Act of 2002 were incurred later in the year.

~~Interest~~We ~~income~~use ~~increased~~certain ~~approximately~~non-GAAP ~~$0.4 million~~financial ~~during~~measures, ~~the~~funds ~~quarter~~from ~~ended~~operations ~~June 30~~attributable to common shareholders (“FFO”) and earnings before interest, ~~2005~~taxes, depreciation and amortization (“EBITDA”), ~~versus~~which ~~the~~are ~~second~~measures ~~quarter~~of our historical financial performance that are not calculated and presented in accordance with GAAP. The following discussion defines these terms and describes why we believe they are useful measures of ~~2004~~our performance as well as provides a ~~result~~reconciliation offrom ~~higher~~GAAP ~~amounts~~measures to these non-GAAP measures for each of ~~cash~~the ~~and~~three ~~restricted~~month ~~cash~~periods onended ~~hand throughout~~March 31, ~~the~~2006 ~~period~~and 2005.

~~Interest~~Neither ~~expense~~FFO ~~decreased~~nor EBITDA represent cash generated from ~~$3.6 million~~operating activities as determined by GAAP and neither should be considered as an alternative to ~~$3.0 million~~GAAP ~~from~~net ~~the~~income ~~second~~as ~~quarter~~an indication of ~~2004~~the Company’s financial performance or to ~~2005~~cash flow from operating activities as determined by GAAP as a ~~result~~measure of ~~approximately~~liquidity, ~~30%~~nor ~~lower~~is ~~weighted~~either ~~average~~indicative ~~outstanding~~of ~~amounts~~funds ofavailable ~~our~~to ~~debt~~fund cash needs, including ~~slightly~~the ~~offset~~ability byto ~~increases~~make incash distributions. FFO and EBITDA may include funds that may not be available for the ~~overall~~Company’s ~~weighted~~discretionary ~~average~~use ~~interest~~due ~~rate~~to onfunctional ~~our~~requirements ~~debt~~to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

~~As a result of the above, the second quarter 2005 resulted in net income before discontinued~~FFO ~~operations of $0.5 million, which is consistent with the same period last year.~~

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

InWe ~~accordance~~compute ~~with~~FFO ~~SFAS~~in ~~No. 144,~~accordance ~~the~~with ~~results~~our ofinterpretation ~~operations~~ of ~~the~~standards ~~French~~established ~~Lick~~by ~~Springs~~NAREIT ~~Resort~~which ~~and~~may ~~Spa~~not ~~and~~be ~~the~~comparable ~~Clarion~~to ~~Hotel~~FFO &reported ~~Conference~~by ~~Center~~other ~~through~~REITs ~~their~~that ~~disposal~~do ~~date~~not ~~and~~define ~~for~~ the ~~three months~~term ~~ended June 30, 2004, have been reclassified as discontinued operations~~ in ~~the~~accordance ~~accompanying~~with ~~financial statements. Additionally,~~ the ~~second~~current ~~quarter~~NAREIT ~~2004~~definition ~~results of operations of the properties sold during the second quarter of 2004~~ or ~~later~~that ~~have~~interpret ~~also been reclassified as discontinued operations in~~ the ~~accompanying~~NAREIT ~~financial~~definition ~~statements.~~differently ~~Please~~than ~~refer~~we ~~to note 5 of our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations~~do.

~~Six~~ The ~~Months~~following ~~Ended~~is ~~June 30,~~a ~~2005~~reconciliation ~~Compared~~between tonet ~~Six~~income ~~Months~~(loss) and ~~Ended~~FFO ~~June~~for the three months ended March 3031, ~~2004~~2006 and 2005, respectively (in thousands):

Total revenues from continuing operations increased 3.8% to $108.5 million for the first six months of 2005 versus $104.6 million for the same period in 2004. Hotel revenues for the six months ended June 30, 2005 were $107.7 million, an 8.3% increase from $99.4 million in hotel revenues for the same period in 2004. Included in hotel revenues for the first six months of 2005 is $1.3 million of recoveries related to a business interruption insurance claim for a property which had rooms out of service as a result of a remediation project during 2003 and the first half of 2004, as well as $4.0 million of business interruption recoveries related to the two closed Melbourne properties. Included in the hotel revenues for the first six months of 2004 are approximately $6.2 million related to the two Melbourne properties which were open during that period. For further information regarding changes in hotel revenues, see the table below which illustrates the key operating statistics of our hotels, including RevPAR. Partially offsetting this increase in hotel revenues is the $4.3 million decrease in revenues from condominium development and unit sales as a result of the completion of the White Sand Villas development project in 2004.


	Three Months Ended
	March 31,
	2006			2005
Net income (loss)	$	(852	)	$	15,892
Minority interest		(478	)		2,455
Gain on sale/disposal of assets		(539	)		(6,876	)
Real estate related depreciation and amortization		5,437			5,675
Real estate related depreciation and amortization included in discontinued operations		—			407
Equity in income of unconsolidated joint ventures including gain on sale		(3	)		(11,066	)
FFO adjustment related to joint ventures		118			(394	)
Preferred dividends declared		(1,188	)		(1,188	)


Funds from operations after preferred dividends	$	2,495		$	4,905
Less: Funds from operations related to minority interest		332			658


Funds from operations attributable to common shareholders	$	2,163		$	4,247

~~Hotel operating profit margins of the consolidated hotels operated under the TRS structure for~~EBITDA the first six months of 2005 were 31.4%, an increase from the 27.1% hotel operating profit margin for first six months of 2004. One of the main drivers for the increased margin is the recognition of the business interruption insurance recoveries during the first six months of 2005 within hotel revenues. Excluding the business interruption amounts from 2005 and the two Melbourne properties from the 2004 results, hotel operating profit margins for the portfolio showed an increase to 28.7% from 26.2% in 2004. Another contributor to the margin increase is the Pink Shell Beach Resort and Spa, which was completing construction of the new White Sand Villas condominium tower during a majority of the first quarter of 2004, and in its ramp up period with the new building during the second quarter of 2004. As such, margins at the property have increased significantly during the first six months of 2005 versus the same period in the prior year. Excluding these three properties from both periods, the remaining hotels in the portfolio experienced increased margins of 27.3% in 2005 versus 26.3% during 2004.

~~Property~~We ~~taxes,~~believe ~~insurance~~that ~~and~~EBITDA ~~other~~is ~~increased~~helpful ~~approximately $1.4 million~~ to ~~$8.8 million~~investors ~~for the~~and ~~first~~management ~~six~~as ~~months~~a measure of ~~2005 versus~~ the ~~first six months of 2004. This increase is primarily due~~performance ~~to increased contractual payments to owners~~ of the ~~condominiums~~Company atbecause ~~the~~it ~~Pink~~provides ~~Shell~~an ~~for~~indication ~~use~~ of ~~their units~~the asoperating ~~hotel~~performance ~~rooms as a result~~ of the ~~sales~~properties within of the ~~White~~portfolio ~~Sand~~and ~~Villas~~is ~~tower~~not inimpacted ~~2004.~~by ~~Also contributing~~the tocapital ~~this~~structure ~~increase~~of ~~are~~the ~~increases in insurance costs~~REIT.

~~Cost~~The offollowing ~~condominium~~is ~~development~~a ~~and~~reconciliation ~~unit~~between ~~sales~~operating ~~totaled~~income ~~$3.5 million~~and EBITDA for the ~~first~~three ~~six~~ months ofended ~~2004.~~March 31, As2006 ~~the~~and ~~White Sand Villas project was completed during 2004~~2005, ~~there~~respectively ~~were~~(in ~~no similar costs~~thousands): ~~recorded during the first six months of 2005.~~

Corporate general and administrative expenses for the first six months of 2005 increased approximately $2.1 million from the same period in 2004. Approximately $1.1 million of this increase is attributable to increases in compensation expense, which were the result of compensation plans and agreements which were contingent or valued based upon our common share price. Approximately $0.3 million of this increase was due to the Directors Deferred Compensation Plan as the common share price at June 30, 2005 was higher than at December 31, 2004 and $0.8 million was due to the vesting and payment of share and option awards under an existing employment agreement as our common share price reached certain pre-established thresholds. The remainder of the increase was the result of certain non-recurring professional fees, other general corporate expenses, and continued increasing expenses related to compliance with the Sarbanes-Oxley Act of 2002 which are expected to be incurred throughout the year. During 2004, expenses related to compliance with the Sarbanes-Oxley Act of 2002 were incurred later in the year.


	Three Months Ended
	March 31,
	2006			2005
Operating income	$	967		$	5,015
Interest income		504			12
Other income		16			—
Real estate related depreciation and amortization		5,437			5,675
EBITDA attributable to discontinued operations		—			(679	)
Company’s share of EBITDA of unconsolidated joint ventures		286			77
EBITDA applicable to joint venture minority interest		(88	)		(32	)

EBITDA	$	7,122		$	10,068

Interest income increased approximately $0.3 million during the six months ended June 30, 2005 versus the same period of 2004 as a result of higher amounts of cash and restricted cash on hand throughout the period.

Interest expense decreased from $7.2 million to $6.2 million from the first six months of 2004 to 2005 as a result of approximately 28% lower weighted average outstanding amounts of our debt, slightly offset by increases in the overall weighted average interest rate on our debt.

Equity in income of unconsolidated joint ventures totaled approximately $11.2 million in the first six months of 2005 compared with our equity in losses of unconsolidated joint ventures of $0.6 million in 2004 primarily as a result of the recognition of our share of the gain on the sale of Hotel 71, which was owned by one of our unconsolidated joint ventures.

Gain on sale/disposals of assets during the first six months of 2005 totaled $6.9 million as a result of the recording of property insurance proceeds received or due to us in excess of the net book value of the disposed assets related to water infiltration remediation and the damages suffered by the Melbourne properties from Hurricane Frances. The gain on sale/disposal of assets during the first six months of 2004 of $2.5 million related to recoveries in excess of the net book value of the disposed assets related to water infiltration remediation.

AsKey aHotel ~~result~~Operating ~~of the above, the first six months of 2005 resulted in net income before~~Statistics ~~discontinued operations of $17.5 million compared to the same period last year when we experienced net income of $0.9 million.~~

InThe ~~accordance~~following ~~with~~table ~~SFAS~~illustrates ~~No. 144,~~key ~~the~~operating ~~results~~statistics of ~~operations~~our ofportfolio ~~the French Lick Springs Resort and Spa and the Clarion Hotel & Conference Center through their disposal date and~~ for the ~~six months~~three months ended ~~June~~March 3031, ~~2004,~~2006 ~~have~~and ~~been reclassified as discontinued operations in the accompanying~~2005: financial statements. Additionally, the first half 2004 results of operations of the five properties sold during 2004 have also been reclassified as discontinued operations in the accompanying financial statements. Please refer to note 5 of our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations.

FFO


	Three Months Ended
	March 31,
	2006			2005
All Hotels (18 hotels) (a) (b)
Hotel revenues (in thousands)	$	53,350		$	52,228
RevPAR	$	72.00		$	68.88
Occupancy		65.5	%		64.0	%
Average daily rate	$	109.89		$	107.62
Comparable Hotels (17 hotels) (b) (c)
Hotel revenues (in thousands)	$	51,458		$	50,540
RevPAR	$	71.65		$	68.82
Occupancy		65.3	%		63.9	%
Average daily rate	$	109.72		$	107.69

~~The~~(a) ~~White~~Includes ~~Paper~~all onhotels ~~Funds~~owned ~~From~~or ~~Operations~~partially ~~approved~~owned by ~~the~~Boykin ~~Board~~for ofall ~~Governors~~periods ofpresented, ~~the~~excluding ~~National Association~~properties ofnot ~~Real~~operating ~~Estate~~due ~~Investment~~to ~~Trusts~~damage ~~(“NAREIT”)~~caused inby ~~April 2002~~hurricanes. ~~defines FFO as net income~~ (~~loss~~b) ~~(computed~~Results incalculated ~~accordance~~including ~~with~~35 ~~GAAP),~~lock-out ~~excluding~~rooms ~~gains~~at ~~(or~~the ~~losses)~~Radisson ~~from~~Suite ~~sales~~Beach ofResort ~~properties~~on ~~and extraordinary~~Marco ~~items,~~Island. ~~plus~~(c) ~~real~~Includes ~~estate~~consolidated ~~related~~hotels ~~depreciation~~owned ~~and~~or ~~amortization,~~partially ~~and~~owned ~~after~~by ~~comparable adjustments~~Boykin ~~for our portion of these items related to unconsolidated entities~~ and ~~joint~~operated ~~ventures. We~~under ~~believe that FFO is helpful as a measure of~~ the ~~performance~~TRS ofstructure anfor ~~equity~~all ~~REIT~~periods ~~because~~presented, ~~it provides~~excluding ~~investors~~properties ~~and~~not ~~management~~operating ~~with~~due ~~another indication of the Company’s performance prior~~ to ~~deduction~~ ofdamage ~~real~~caused ~~estate~~by ~~related depreciation and amortization~~hurricanes.

We compute FFO in accordance with our interpretation of standards established by NAREIT which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than us. FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of our financial performance or to cash flow from operating activities as determined by GAAP as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. FFO may include funds that may not be available for the Company’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 (loss) and FFO for the three and six months ended June 30, 2005 and 2004, respectively (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Net income (loss)	$	7,227		$	821		$	23,119		$	(2,501	)
Minority interest		934			(200	)		3,389			(1,106	)
(Gain) loss on sale/disposal of assets		(7,856	)		10			(14,732	)		(4,072	)
Gain on sale/disposal of assets included in discontinued operations		(366	)		(18	)		(366	)		(32	)
Real estate related depreciation and amortization		5,774			5,588			11,556			11,038
Real estate related depreciation and amortization included in discontinued operations		90			1,241			390			2,762
Equity in (income) loss of unconsolidated joint ventures including gain on sale		(93	)		(143	)		(11,159	)		588
FFO adjustment related to joint ventures		204			603			(190	)		406
Preferred dividends declared		(1,188	)		(1,188	)		(2,376	)		(2,376	)
Funds from operations after preferred dividends	$	4,726		$	6,714		$	9,631		$	4,707
Less: Funds from operations related to minority interest		634			907			1,292			636
Funds from operations attributable to common shareholders	$	4,092		$	5,807		$	8,339		$	4,071

FFO was negatively impacted during the three and six months ended June 30, 2005 due to non-recurring compensation expense and professional fees of approximately $1.4 million. FFO was negatively impacted by the $4.3 million impairment charge recorded during the six months ended June 30, 2004 related to the Ramada Inn Bellevue Center which was sold during 2004.

EBITDA

We believe that EBITDA is helpful to investors and management as a measure of the performance of the Company because it provides an indication of the operating performance of the properties within the portfolio and is not impacted by the capital structure of the REIT. EBITDA does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of our financial performance or to cash flow from operating activities as determined by GAAP as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. EBITDA may include funds that may not be available for the Company’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 operating income and EBITDA for the three and six months ended June 30, 2005 and 2004, respectively (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Operating income	$	2,997			$4,067			$8,256			$6,205
Interest income		424			26			438			169
Other income		—			—			—			8
Real estate related depreciation and amortization		5,774			5,588			11,556			11,038
EBITDA attributable to discontinued operations		(184	)		1,551			(1,216	)		(2,616	)
Company’s share of EBITDA of unconsolidated joint ventures		423			963			500			1,141
EBITDA applicable to joint venture minority interest		(32	)		(18	)		(64	)		(61	)
EBITDA	$	9,402		$	12,177		$	19,470		$	15,884

EBITDA was negatively impacted during the three and six months ended June 30, 2005 due to non-recurring compensation expense and professional fees of approximately $1.4 million. EBITDA was negatively impacted by the $4.3 million impairment charge recorded during the six months ended June 30, 2004 related to the Ramada Inn Bellevue Center which was sold during 2004.

Key Hotel Operating Statistics

The following table illustrates key operating statistics of our portfolio for the three and six months ended June 30, 2005 and 2004:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
All Hotels (19 hotels) (a) (b)
Hotel revenues (in thousands)	$	56,979		$	51,064		$	110,521		$	99,237
RevPAR	$	73.34		$	64.62		$	71.18		$	63.79
Occupancy		72.4	%		65.8	%		68.4	%		63.8	%
Average daily rate	$	101.25		$	98.25		$	104.14		$	99.91
Comparable Hotels (17 hotels) (b) (c)
Hotel revenues (in thousands)	$	53,175		$	47,894		$	103,715		$	93,236
RevPAR	$	72.06		$	63.90		$	70.45		$	63.30
Occupancy		71.6	%		65.5	%		67.8	%		63.7	%
Average daily rate	$	100.70		$	97.63		$	103.97		$	99.43

(a) Includes all hotels owned or partially owned by Boykin as of June 30, 2005, excluding properties not operating due to damage caused by hurricanes. (b) Results calculated including 35 lock-out rooms at the Radisson Suite Beach Resort on Marco Island. (c) Includes all consolidated hotels operated under the TRS structure and owned or partially owned by Boykin as of June 30, 2005, excluding properties not operating due to damage caused by hurricanes.

LIQUIDITY AND CAPITAL RESOURCES:

Our principal source of cash to meet our cash requirements, including dividends to shareholders, is our share of the Partnership’s cash flow from the operations of the hotels and condominium sales. Cash flow from hotel operations is subject to all operating risks common to the hotel industry, including, but not limited to:

• Competition for guests from other hotels; • Adverse effects of general and local economic conditions; • Dependence on demand from business and leisure travelers, which may be seasonal and which may be adversely impacted by health and safety-related concerns; • Increases in energy costs, airline fares, and other expenses related to travel, which may deter traveling; • Impact of the financial difficulties of the airline industry; • Increases in operating costs related to inflation and other factors, including wages, benefits, insurance and energy; • ~~Overbuilding~~Weather-related issues; • Increases in ~~the~~supply ~~hotel~~of ~~industry,~~rooms ~~especially~~as ina ~~particular~~result ~~markets~~of the construction of new hotels; and • Actual or threatened acts of terrorism and actions taken against terrorists that causes public concern about travel safety.

The cash flow from condominium development is subject to risk factors common to real estate sales and development, including, but not limited to:

• Competition from other condominium projects; • Construction delays; • Reliance on contractors and subcontractors; • Construction cost overruns; • Market pressures surrounding pricing of condominium units and their effect on condominium purchasers willingness to close on the sales; and • The ability of the condominium purchasers to secure financing.

As of ~~June~~March 3031, ~~2005~~2006, we had $2025.32 million of unrestricted cash and cash equivalents, ~~and~~ $94.89 million of restricted cash for the payment of capital expenditures, real estate taxes, interest and insurance. ~~There~~and ~~were outstanding borrowings at quarter end totaling~~ $~~100~~2.54 million ~~against~~of ~~our term~~restricted ~~note~~cash ~~payable~~representing deposits on condominium sales.

We have a $100.0 million credit facility ($4037.0 million outstanding as of ~~June~~March 3031, ~~2005~~2006) to fund acquisitions of additional hotels, renovations and capital expenditures, and for our working capital needs, subject to limitations contained in the credit agreement. The borrowing base availability under the credit facility was ~~approximately~~ $5599.02 million at ~~June~~March 3031, ~~2005~~2006. The ~~borrowing~~ ~~base~~facility ~~calculation~~will asbe reduced ofto ~~June~~$60.0 ~~30,~~million ~~2005~~effective ~~did~~July 1, ~~not account for the four additional properties added as security for the facility as certain requirements were satisfied post-closing~~2006. For information relating to the terms of our credit facility and our term note please see Notes 6 and 7, respectively, of the Notes to Consolidated Financial Statements of Boykin Lodging Company included in this Quarterly Report on Form 10-Q.

The credit facility contains covenants regarding overall leverage and debt service coverage. At ~~June~~March 3031, ~~2005~~2006, we were in compliance with the covenants of the credit facility. No assurance can be made that we will comply with such covenants in the future. Our $130.0 million term note payable isand our $7.8 million term note payable are comprised of property-specific mortgages and have ~~has~~ only financial reporting covenants. There were outstanding borrowings at quarter end totaling $105.3 million against our term notes payable.

We may seek to negotiate additional credit facilities, replacement credit facilities, or we may issue debt instruments. Any debt incurred or issued by us may be secured or unsecured, long-term, medium-term or short-term, bear interest at a fixed or variable rate, and be subject to such other terms as the Board of Directors considers prudent. The availability of borrowings under the credit facility is constrained 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.

~~Due~~ We tohave ~~the~~considered ~~continued~~our ~~uncertainty~~short-term of(defined ~~the~~as ~~hotel~~one-year ~~industry~~or ~~and~~less) ~~its~~liquidity ~~impact~~needs onand the adequacy ~~results~~ of our ~~operations,~~ ~~the~~estimated ~~Board~~cash offlow ~~Directors~~from ~~did~~operations ~~not~~and ~~declare~~other aexpected ~~dividend~~liquidity ~~with~~sources ~~respect~~ to ~~our~~meet these ~~common~~needs. ~~shares~~We ~~for the~~expect ~~second~~our ~~quarter~~principal ofshort-term ~~2005.~~liquidity ~~Pursuant~~needs will be to ~~the~~fund ~~terms~~normal ofrecurring expenses, ~~our~~debt ~~credit~~service ~~facility~~requirements, wedevelopment ~~are~~projects, ~~limited~~distributions toon the preferred shares, ~~distributing~~expected ~~not~~common ~~more~~share ~~than~~divdiends ~~75%~~and ofany ~~FFO~~distribution ~~attributable~~required to ~~common~~maintain ~~shareholders.~~our ~~The~~REIT ~~credit~~status. ~~facility~~We ~~does~~anticipate ~~not~~that ~~limit~~these ~~distributions~~needs towill ~~preferred~~be ~~shareholders~~met orwith ~~distributions~~cash ~~required~~on ~~for~~hand, uscash toflows ~~maintain our~~provided ~~REIT~~by ~~status. Currently~~operating activities, wecash ~~expect~~availability tounder ~~continue~~the tocredit ~~pay~~facility, anew ~~regular~~borrowings, ~~quarterly~~and ~~dividend~~proceeds ~~on our~~from ~~preferred~~dispositions ~~shares~~of non-core assets. ~~The~~We ~~resumption~~also ofconsider acapital ~~common~~improvements, ~~dividend~~construction, ~~will~~and ~~depend~~property ~~upon~~acquisitions ~~various~~as ~~factors,~~short-term ~~including~~needs ~~the~~that ~~continued~~can ~~improving performance~~be offunded ~~our~~either ~~hotels,~~with ~~our~~cash ~~projected~~flows ~~cash~~provided ~~available~~by ~~for~~operating ~~distribution~~activities, ~~our~~by ~~projected~~utilizing ~~taxable~~availability ~~income,~~under ~~and~~our ~~other~~credit ~~factors~~facility, ~~that~~or ~~our~~from ~~Board~~proceeds offrom ~~Directors considers relevant~~additional financings.

2120

We have considered our short-term (defined as one-year or less) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We expect our principal short-term liquidity needs will be to fund normal recurring expenses, debt service requirements, distributions on the preferred shares and any distribution required to maintain our REIT status. We anticipate that these needs will be met with cash on hand, cash flows provided by operating activities, using availability under the credit facility and proceeds from dispositions of non-core assets. We also consider capital improvements, construction, and property acquisitions as short-term needs that can be funded either with cash flows provided by operating activities, by utilizing availability under our credit facility, or from proceeds from additional financings.

We expect to meet long-term (defined as greater than one year) liquidity requirements such as property acquisitions, scheduled debt maturities, major renovations, development projects and other nonrecurring capital improvements utilizing cash flow from operations, proceeds from dispositions of non-core assets, additional debt financings and preferred or common equity offerings. We expect to acquire or develop additional hotel properties only as suitable opportunities arise, and we will not undertake acquisition or development of properties unless stringent criteria have been met.

Based upon its review of the Company’s liquidity and capital requirements, the Board of Directors did not declare a dividend with respect to our common shares for the first quarter of 2006. Pursuant to the terms of our credit facility, we are limited to distributing not more than 75% of FFO attributable to common shareholders unless such distributions are required for us to maintain our REIT status or to offset the need to pay federal income taxes. The credit facility does not limit distributions to preferred shareholders. The timing and amount of any declaration of a common share dividend will depend on various factors, including the continued improving performance of our hotels, our projected cash available for distribution, our projected taxable income, and other factors that our Board of Directors considers relevant. Currently, we expect to continue to pay a regular quarterly dividend on our preferred shares. In 2006, we expect to make common share dividend distributions sufficient to offset the need to pay additional tax on 2005 REIT taxable income.

Capital Projects

For the ~~six~~three months ended ~~June~~March 3031, ~~2005~~2006, we spent approximately $711.57 million for capital and technology improvements at our hotels, ~~and~~excluding ~~technology~~property ~~improvements~~acquisitions. This amount included ~~planned~~ planned refurbishments and replacements at selected existing hotels and ~~commencement~~reconstruction of ~~reconstruction~~the oftwo Melbourne, Florida properties damaged as a result of ~~hurricanes~~Hurricane Frances. We anticipate spending an an additional $107.05 million to $128.0 5 million related to capital expenditures for the remainder of ~~2005~~2006, plus ~~excluding~~approximately ~~the~~$16.5 million ~~reconstruction~~relating of to the hurricane-damaged ~~hotels~~properties. WeThe ~~expect~~repairs toof ~~use~~the hurricane-damaged ~~cash~~properties ~~available~~are ~~from~~expected ~~operations,~~to ~~restricted~~be ~~capital expenditure~~completed ~~reserves, insurance recoveries~~ and ~~borrowing~~the onhotels ~~our~~to ~~credit~~resume ~~facility~~normal operations asduring ~~sources~~June toor ~~fund these~~July ~~costs~~of 2006.

WeConstruction ~~expect to commence construction~~ of the Captiva Villas development project at the Pink Shell commenced during the fourth ~~fall~~quarter of 2005. We ~~are~~expect ~~currently~~to ~~talking~~fund toconstruction ~~various~~costs ~~lenders~~using ~~regarding~~a combination of cash available from operations and borrowings on our ~~financing~~credit ~~options~~facility, ~~for~~as ~~the construction~~well ofas ~~Captiva~~deposits ~~Villas~~received pursuant to the sales contracts.

Off Balance Sheet Arrangements

We believe that neither Boykin nor its unconsolidated entities have entered into any off balance sheet arrangements which would have a current or future impact on our financial condition, changes in financial condition, results of operations, liquidity or capital resources in ways which would be considered material to our investors.

Cash Flows

Cash flows from discontinued operations are combined with the cash flows from continuing operations in the Consolidated Statements of Cash Flows within Boykin’s consolidated financial statements. For the three months ended March 31, 2005, cash flows related to discontinued operations approximated $0.8 million. Additionally, cash flows related to the sale of Hotel 71 contributed approximately $23.3 million to cash flows provided by investing activities. The 2005 sales of properties are not expected to have a material impact on the future liquidity and capital resources of the Company.

INFLATION

Operators of hotels in general can change room rates quickly, but competitive pressures ~~may~~and performance requirements under existing contracts may limit the operators’ ability to raise rates to keep pace with inflation.

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

SEASONALITY

Our hotels’ operations historically have been seasonal. The ~~five~~ hotels located in Florida experience their highest occupancy in the first quarter, while the remaining hotels maintain ~~high~~their highest occupancy rates during the second and third quarters. This seasonality pattern can be expected to cause fluctuations in our quarterly operating results and cash flow received from hotel operations.

COMPETITION AND OTHER ECONOMIC FACTORS

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

AsOur aportfolio ~~portion~~is ofsusceptible ~~the~~to ~~lodging~~disproportionate ~~industry’s~~impacts ~~sales~~from ~~are~~changes ~~based~~in ~~upon~~Florida ~~business~~tourism, weather-related ~~commercial~~items and ~~leisure travel,~~other ~~changes~~regional ineffects ~~general~~on ~~economic~~operating ~~conditions,~~costs ~~demographics,~~because orsix ~~local~~of ~~business~~our ~~economics could~~properties ~~affect~~are ~~business,~~located ~~commercial~~in ~~and leisure travel~~Florida.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our primary market risk exposure consists of changes in interest rates on borrowings under our secured credit facility and our $7.8 million loan that bear interest at variable rates that fluctuate with market interest rates.

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 typical of fixed rate loans. Our $130.0 million, 6.9% fixed rate term note allows us to minimize our interest rate risk exposure. Approximately 7269% of our outstanding debt at ~~June~~March 3031, ~~2005~~2006, was fixed-rate in nature, compared with 5171% at December 31, ~~2004~~2005. The weighted average interest rate of our variable rate debt and total debt as of ~~June~~March 3031, ~~2005~~2006 was 78.16% and 7.04%, respectively.

Our share of debt under our unconsolidated joint venture with Concord Hospitality Enterprises of $9.10 million at ~~June~~March 3031, ~~2005~~2006 is fixed at a rate of 5.99% per annum.

We review interest rate exposure continuously in an effort to minimize the risk of interest rate fluctuations. It is our policy to manage our exposure to fluctuations in market interest rates on our borrowings through the use of fixed rate debt instruments, to the extent that reasonably favorable rates are obtainable with such arrangements, and after considering the need for financial flexibility related to our debt arrangements. We may enter into forward interest rate agreements, or similar agreements, to hedge our variable rate debt instruments where we believe the risk of adverse changes in market rates is significant. As of ~~June~~March 3031, ~~2005~~2006, we do ~~not~~ not have any material market-sensitive financial instruments.

We do not believe that changes in market interest rates will have a material impact on the performance or fair value of our hotel portfolio because the value of our hotel portfolio is based primarily on the operating cash flow of the hotels, before interest expense charges. However, a change of 1/4% in the index rate to which our variable rate debt is tied would change our annual interest incurred by $0.1 million, based upon the balances outstanding on our variable rate instruments at ~~June~~March 3031, ~~2005~~2006.

Using sensitivity analysis to measure the potential change in fair value of financial instruments based on changes in interest rates, we have determined that a hypothetical increase of 1% in the interest rates for instruments with similar maturities would decrease the fair market value of our fixed rate debt by approximately $21.69 million as compared with the fair market value at ~~June~~March 3031, ~~2005~~2006, which was approximately $2.0.8 million ~~higher~~lower than the carrying value.

ITEM 4. CONTROLS AND PROCEDURES

As of ~~June~~March 3031, ~~2005~~2006, an evaluation was performed under the supervision and with the participation of the principal executive and financial officers with regard to the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based upon the evaluation, they concluded that our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in this Quarterly Report was recorded, processed, summarized and reported on a timely basis.

~~During~~There the second quarter of 2005, the Company implemented a new general ledger and accounts payable application system that improved the efficiency of the Company’s financial reporting and payment processes. The system was implemented at all but four of the Company’s properties, two of which were ~~subsequently~~no ~~sold.~~changes Asin ~~with~~our ~~any material change to the Company’s~~ internal ~~controls~~control over financial reporting, ~~the~~during ~~design of this application, along with~~ the ~~design of the internal controls~~quarter ~~included~~ended ~~in these processes~~March 31, ~~were~~2006 ~~appropriately~~that ~~evaluated~~materially ~~for~~affected ~~effectiveness.~~or ~~The~~are ~~Company~~reasonably ~~expects this~~likely ~~new~~to ~~application~~materially ~~will~~affect ~~enhance its~~ our internal ~~controls~~control over financial reporting.

2322

PART II —– OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WeThe ~~are~~nature ~~subject~~of toour ~~various~~operations ~~legal~~exposes ~~proceedings~~us ~~and~~to ~~claims that arise in~~ the ~~ordinary~~risk ~~course~~ of ~~business.~~ Inclaims ~~our~~and ~~opinion,~~litigation in the ~~amount of any ultimate liability with respect to these actions will~~normal ~~not~~course ~~materially affect our financial position, results~~ of ~~operations or liquidity~~business.

~~ITEM~~ With 2regard to the case entitled Boykin Hotel Properties, L.P. ~~UNREGISTERED~~vs. ~~SALES~~Liberty OFMutual ~~EQUITY~~Fire Insurance ~~SECURITIES~~Company, ~~AND~~filed ~~USE~~in OFthe ~~PROCEEDS~~Court of Common Pleas, Cuyahoga County, Ohio on November 16, 2005, Case No. CV 05 577457 and removed to the United States District Court, Northern District of Ohio, Eastern Division on December 22, 2005, Case No. 1:05cv2949 (as further described in our Annual Report on Form 10-K for the year ended December 31, 2005), the initial case management conference occurred on March 22, 2006 and initial discovery has commenced. Although the outcome of the described matter cannot be determined, management does not expect the ultimate resolution of this matter to have a material adverse effect on our financial position, operations or liquidity.

The Company is not presently subject to any other material litigation nor, to the Company’s knowledge, is any other litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations or business or financial condition of the Company.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES


					Total Number of		Maximum Number (or
					Shares (or Units)		Approximate Dollar Value) of
	Total Number of		Average		Purchased as Part of		Shares (or Units) that May
	Shares (or Units)		Price Paid		Publicly Announced		Yet Be Purchased Under
Period	Purchased		per Share (or Unit)		Plans or Programs		the Plans or Programs
January 1, 2006 – January 31, 2006		19,841	$	12.145		—		—
February 1, 2006 – February 28, 2006		—		—		—		—
March 1, 2006 – March 31, 2006		—		—		—		—

Total		19,841	$	12.145		—		—

Commencing June 1, 2001, participants in Boykin’s Long-Term Incentive Plan have the option to exchange shares of Boykin that have not been subject to restriction, vesting or forfeiture in the previous six months to satisfy minimum tax withholding requirements for shares that are currently vesting. The price at which Boykin purchases the shares from the participant is based upon the average of the high and low trading price of the shares on the previous trading day.

Such election is effective unless and until the earlier of termination by the participant or the Long-Term Incentive Plan Committee of Boykin’s Board of Directors.

The activity for those who have elected such option is shown above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

~~Boykin held its annual meeting of shareholders on May 24, 2005 at the Southfield Embassy Suites in Southfield, Michigan~~None. ~~At the meeting, the shareholders voted to elect the Board of~~ Directors for the term ending in 2006. The individuals listed below were elected to Boykin’s Board of Directors, each to hold office until the annual meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation. The table below indicates the votes for, votes against, as well as the abstentions and shares not voted for each nominee.

Name	Votes For		Votes Against		Abstention		Shares not Voted
Albert T. Adams		10,937,802		0		5,646,419		1,344,287
Robert W. Boykin		15,634,480		0		949,741		1,344,287
Lee C. Howley, Jr.		15,853,454		0		760,767		1,344,287
James B. Meathe		15,994,289		0		589,932		1,344,287
Mark J. Nasca		15,946,688		0		637,533		1,344,287
William H. Schecter		15,933,139		0		651,082		1,344,287
Ivan J. Winfield		15,792,103		0		792,118		1,344,287

Additionally, at the meeting, the shareholders voted to adopt the Boykin Lodging Company 2005 Long-Term Incentive Plan. The table below indicates the votes for, votes against, as well as the abstentions and shares not voted for adoption of the plan.

Votes For		Votes Against				Abstention				Broker non-votes				Shares not Voted
7,759,374			4,187,446				84,746				4,552,655				1,344,287

ITEM 5. OTHER INFORMATION

None.

2423

ITEM 6. EXHIBITS

3.1	(a)	Amended and Restated Articles of Incorporation, as amended
3.2	(b)	Code of Regulations
3.3	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.1	(b)	Specimen Share Certificate
4.2	(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.3	(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
4.3a	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.4	(c)	Form of Preferred Share Certificate
4.5	(c)	Form of Depositary Receipt
10.22	(f)	Hotel Purchase and Sale Agreement, as amended; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and the Falor Companies, Inc., as Purchaser
10.23	(g)	Sixth Amendment to Hotel Purchase and Sale Agreement; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and Chicago H&S Property, LLC (as assignee of the Falor Companies, Inc.) as Purchaser
10.24	(h)	Boykin Lodging Company 2005 Long-Term Incentive Plan*
10.25	(i)	Second Amendment to Employment Agreement between the Company and Robert W. Boykin*
10.26	(i)	Amended and Restated COO Severance Plan*
10.27	(i)	Amended and Restated CFO/CIO Employee Severance Plan*
10.28	(i)	Amended and Restated Key Employee Severance Plan (Sr. Vice Presidents and Vice Presidents)*
31.1		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
	(b)	Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
	(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
	(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
	(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
	(f)	Incorporated by reference from Boykin’s Form 10-K for the year ended December 31, 2004.
	(g)	Incorporated by reference from Boykin’s Form 8-K filed on April 1, 2005.
	(h)	Incorporated by reference from Boykin’s Form Form 8-K filed on May 26, 2005.
	(i)	Incorporated by reference from Boykin’s Form Form 8-K filed on June 7, 2005.

* Management contract or compensatory plan or arrangement24

FORWARD LOOKING STATEMENTS

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

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

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

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

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

SIGNATURES

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

August 8, 2005	/s/ Robert W. Boykin
May 5, 2006	/s/ Robert W. Boykin
	Robert W. Boykin
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
August 8, 2005	/s/ Shereen P. Jones
May 5, 2006	/s/ Shereen P. Jones
	Shereen P. Jones
	Executive Vice President, Chief Financial and Investment Officer (Principal Accounting Officer)

EXHIBIT INDEX

~~3.1~~	~~(a)~~	3.1	~~Amended and Restated Articles of Incorporation, as amended~~	(a)	Amended and Restated Articles of Incorporation, as amended
~~3.2~~	~~(b)~~	3.2	~~Code of Regulations~~	(b)	Code of Regulations
~~3.3~~	~~(c)~~	3.3	~~Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A~~	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.6	(b)		Specimen Share Certificate
		4.1		(b)	Specimen Share Certificate
4.7	(a)		Dividend Reinvestment and Optional Share Purchase Plan
		4.2		(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.8	(d)		Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
		4.3		(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
~~4.3a~~	~~(e)~~	4.3a	~~Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank~~	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.9	(c)		Form of Preferred Share Certificate
		4.4		(c)	Form of Preferred Share Certificate
4.10	(c)		Form of Depositary Receipt
		4.5		(c)	Form of Depositary Receipt
10.22	(f)		Hotel Purchase and Sale Agreement, as amended; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and the Falor Companies, Inc., as Purchaser
		31.1			Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
10.23	(g)		Sixth Amendment to Hotel Purchase and Sale Agreement; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and Chicago H&S Property, LLC (as assignee of the Falor Companies, Inc.) as Purchaser
		31.2			Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
10.24	(h)		Boykin Lodging Company 2005 Long-Term Incentive Plan*
		32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.25	(i)		Second Amendment to Employment Agreement between the Company and Robert W. Boykin*
		32.2			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.26	(i)		Amended and Restated COO Severance Plan*
				(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
10.27	(i)		Amended and Restated CFO/CIO Employee Severance Plan*
				(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.
10.28	(i)		Amended and Restated Key Employee Severance Plan (Sr. Vice Presidents and Vice Presidents)*
				(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
31.1			Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
				(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
31.2			Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
				(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(a)		Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
	(b)		Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
	(c)		Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
	(d)		Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
	(e)		Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
	(f)		Incorporated by reference from Boykin’s Form 10-K for the year ended December 31, 2004.
	(g)		Incorporated by reference from Boykin’s Form 8-K filed on April 1, 2005.
	(h)		Incorporated by reference from Boykin’s Form Form 8-K filed on May 26, 2005.
	(i)		Incorporated by reference from Boykin’s Form Form 8-K filed on June 7, 2005.

* Management contract or compensatory plan or arrangement

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