##### Table of Contents



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 September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-11975
 Boykin Lodging Company
  Ohio
    
    34-1824586(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 Guildhall Building,
Suite 1500, 45 W. Prospect Avenue,Cleveland, Ohio
    
    44115(Address of Principal Executive Office)
    
    (Zip Code)
 (216) 430-1200(Registrants telephone number, including area code)
  þ o
  þ o
  o þ




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PART
I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS
 Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004
    
    
    3Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005
and 2004 (unaudited)
    
    
    4Consolidated Statement of Shareholders Equity for the Nine Months Ended September 30, 2005 (unaudited)
    
    
    5Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004 (unaudited)
    
    
    6Notes to Consolidated Financial Statements September 30, 2005 (unaudited)
    
    
    7EX-31.1 CEO Certification Pursuant to Rule 13A-14(A)EX-31.2 CFO Certification Pursuant to Rule 13A-14(A)EX-32.1 CEO Certification Pursuant to 18 U.S.C. Sect. 1350EX-32.2 CFO Certification Pursuant to 18 U.S.C. Sect. 1350




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##### Table of Contents



BOYKIN LODGING COMPANY
 
 CONSOLIDATED BALANCE SHEETS
 AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
 (dollar amounts in thousands)
 (Unaudited)September 30,
    
    
    December 31,2005
    
    
    2004ASSETSInvestment in hotel properties
    
    $
    519,093
    
    
    $
    514,540Accumulated depreciation
    
    
    (138,819
    )
    
    
    (123,441
    )Investment in hotel properties, net
    
    
    380,274
    
    
    
    391,099Cash and cash equivalents
    
    
    17,307
    
    
    
    13,521Restricted cash
    
    
    9,917
    
    
    
    13,022Accounts receivable, net of allowance for doubtful accounts of $405
and $85 as of September 30, 2005 and December 31, 2004, respectively
    
    
    15,638
    
    
    
    11,690Rent receivable from lessee
    
    
    340
    
    
    
    10Inventories
    
    
    1,309
    
    
    
    1,278Deferred financing costs and other, net
    
    
    2,378
    
    
    
    1,990Investment in unconsolidated joint ventures
    
    
    1,197
    
    
    
    14,048Other assets
    
    
    12,036
    
    
    
    9,048Assets related to discontinued operations, net
    
    
    
    
    
    
    21,674$
    440,396
    
    
    $
    477,380LIABILITIES AND SHAREHOLDERS EQUITYBorrowings against credit facility
    
    $
    40,000
    
    
    $
    6,446Term notes payable
    
    
    99,531
    
    
    
    193,539Accounts payable and accrued expenses
    
    
    35,903
    
    
    
    35,292Accounts payable to related party
    
    
    1,389
    
    
    
    1,070Dividends/distributions payable
    
    
    1,188
    
    
    
    1,188Deferred lease revenue
    
    
    488
    
    
    
    Minority interest in joint ventures
    
    
    992
    
    
    
    927Minority interest in operating partnership
    
    
    12,900
    
    
    
    10,062Liabilities related to discontinued operations
    
    
    
    
    
    
    1,408SHAREHOLDERS EQUITY:Preferred shares, without par value; 10,000,000 shares authorized;
181,000 shares issued and outstanding as of September 30, 2005
and
December 31, 2004 (liquidation preference of $45,250)
    
    
    
    
    
    
    Common shares, without par value; 40,000,000 shares authorized;
17,594,081 and 17,450,314 shares outstanding as of September
30, 2005 and December 31, 2004, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    361,309
    
    
    
    358,688Distributions and losses in excess of income
    
    
    (110,565
    )
    
    
    (129,232
    )Unearned
compensation  restricted shares
    
    
    (2,739
    )
    
    
    (2,008
    )Total shareholders equity
    
    
    248,005
    
    
    
    227,448$
    440,396
    
    
    $
    477,380
  3




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##### Table of Contents



BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 and 2004
 (unaudited, amounts in thousands except for per share data)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Hotel revenuesRooms
    
    $
    33,351
    
    
    $
    33,502
    
    
    $
    100,995
    
    
    $
    99,617Food and beverage
    
    
    14,126
    
    
    
    13,093
    
    
    
    44,291
    
    
    
    42,126Other
    
    
    3,615
    
    
    
    3,495
    
    
    
    13,522
    
    
    
    7,765Total hotel revenues
    
    
    51,092
    
    
    
    50,090
    
    
    
    158,808
    
    
    
    149,508Lease revenue
    
    
    1,073
    
    
    
    571
    
    
    
    1,782
    
    
    
    1,257Other operating revenue
    
    
    37
    
    
    
    100
    
    
    
    160
    
    
    
    295Revenues from condominium development and unit sales
    
    
    
    
    
    
    3,267
    
    
    
    
    
    
    
    7,541Total revenues
    
    
    52,202
    
    
    
    54,028
    
    
    
    160,750
    
    
    
    158,601Expenses:Hotel operating expensesRooms
    
    
    8,554
    
    
    
    8,347
    
    
    
    24,513
    
    
    
    24,338Food and beverage
    
    
    9,864
    
    
    
    9,318
    
    
    
    30,150
    
    
    
    29,233Other direct
    
    
    1,498
    
    
    
    1,429
    
    
    
    4,427
    
    
    
    4,165Indirect
    
    
    16,565
    
    
    
    16,024
    
    
    
    47,907
    
    
    
    47,129Management fees to related party
    
    
    1,273
    
    
    
    1,334
    
    
    
    4,627
    
    
    
    4,076Total hotel operating expenses
    
    
    37,754
    
    
    
    36,452
    
    
    
    111,624
    
    
    
    108,941Property taxes, insurance and other
    
    
    3,897
    
    
    
    3,628
    
    
    
    12,674
    
    
    
    10,986Cost of condominium development and unit sales
    
    
    
    
    
    
    2,028
    
    
    
    
    
    
    
    5,509Real estate related depreciation and amortization
    
    
    5,624
    
    
    
    5,802
    
    
    
    17,180
    
    
    
    16,841Corporate general and administrative
    
    
    2,995
    
    
    
    2,714
    
    
    
    9,084
    
    
    
    6,716Impairment of real estate
    
    
    5,500
    
    
    
    
    
    
    
    5,500
    
    
    
    Total operating expenses
    
    
    55,770
    
    
    
    50,624
    
    
    
    156,062
    
    
    
    148,993Operating income (loss)
    
    
    (3,568
    )
    
    
    3,404
    
    
    
    4,688
    
    
    
    9,608Interest income
    
    
    324
    
    
    
    (29
    )
    
    
    762
    
    
    
    140Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Interest expense
    
    
    (2,674
    )
    
    
    (3,336
    )
    
    
    (8,872
    )
    
    
    (10,511
    )Amortization of deferred financing costs
    
    
    (450
    )
    
    
    (335
    )
    
    
    (1,089
    )
    
    
    (1,003
    )Minority interest in earnings of joint ventures
    
    
    (88
    )
    
    
    (41
    )
    
    
    (133
    )
    
    
    (80
    )Minority interest in (income) loss of operating partnership
    
    
    505
    
    
    
    217
    
    
    
    (1,860
    )
    
    
    755Equity in income (loss) of unconsolidated joint ventures including gain on sale
    
    
    (28
    )
    
    
    14
    
    
    
    11,131
    
    
    
    (574
    )Income (loss) before gain on sale/disposal of assets and discontinued operations
    
    
    (5,979
    )
    
    
    (106
    )
    
    
    4,627
    
    
    
    (1,657
    )Gain on sale/disposal of assets
    
    
    5,090
    
    
    
    862
    
    
    
    12,004
    
    
    
    3,353Income (loss) before discontinued operations
    
    
    (889
    )
    
    
    756
    
    
    
    16,631
    
    
    
    1,696Discontinued operations:Operating loss from discontinued operations, net of minority interest income of $184 for the
nine months ended September 30, 2005 and $303 and $1,147 for the three and nine months ended
September 30, 2004, respectively
    
    
    
    
    
    
    (1,718
    )
    
    
    (1,056
    )
    
    
    (6,504
    )Gain on sale of assets, net of minority interest expense of $1,163 for the nine months
ended September 30, 2005 and $1,212 and $1,449 for the three and nine months
ended September 30, 2004, respectively
    
    
    
    
    
    
    6,870
    
    
    
    6,655
    
    
    
    8,215Net income (loss)
    
    $
    (889
    )
    
    $
    5,908
    
    
    $
    22,230
    
    
    $
    3,407Preferred dividends
    
    
    (1,188
    )
    
    
    (1,188
    )
    
    
    (3,563
    )
    
    
    (3,563
    )Net income (loss) attributable to common shareholders
    
    $
    (2,077
    )
    
    $
    4,720
    
    
    $
    18,667
    
    
    $
    (156
    )Net income (loss) attributable to common shareholders before discontinued operations per shareBasic
    
    $
    (0.12
    )
    
    $
    (0.02
    )
    
    $
    0.74
    
    
    $
    (0.11
    )Diluted
    
    $
    (0.12
    )
    
    $
    (0.02
    )
    
    $
    0.73
    
    
    $
    (0.11
    )Discontinued operations per shareBasic
    
    $
    0.00
    
    
    $
    0.30
    
    
    $
    0.32
    
    
    $
    0.10Diluted
    
    $
    0.00
    
    
    $
    0.29
    
    
    $
    0.31
    
    
    $
    0.10Net income (loss) attributable to common shareholders per share (a)Basic
    
    $
    (0.12
    )
    
    $
    0.27
    
    
    $
    1.06
    
    
    $
    (0.01
    )Diluted
    
    $
    (0.12
    )
    
    $
    0.27
    
    
    $
    1.05
    
    
    $
    (0.01
    )Weighted average number of common shares outstandingBasic
    
    
    17,594
    
    
    
    17,447
    
    
    
    17,558
    
    
    
    17,418Diluted
    
    
    17,993
    
    
    
    17,529
    
    
    
    17,846
    
    
    
    17,515
 
 (a)
    
    Per share amounts may not add due to rounding.  4




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##### Table of Contents



BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
 (unaudited, dollar amounts in thousands except for per share data)
 DistributionsAdditional
    
    
    and LossesPreferred
    
    
    Common
    
    
    Paid-In
    
    
    In Excess of
    
    
    UnearnedShares
    
    
    Shares
    
    
    Capital
    
    
    Income
    
    
    Compensation
    
    
    TotalBalance at December 31, 2004
    
    
    181,000
    
    
    
    17,450,314
    
    
    $
    358,688
    
    
    $
    (129,232
    )
    
    $
    (2,008
    )
    
    $
    227,448Vesting of restricted common share grants
    
    
    
    
    
    
    144,357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted common share
grants
    
    
    
    
    
    
    
    
    
    
    2,028
    
    
    
    
    
    
    
    (2,028
    )
    
    
    Common share purchases for
treasury
    
    
    
    
    
    
    (15,590
    )
    
    
    (142
    )
    
    
    
    
    
    
    
    
    
    
    (142
    )Exercise of stock options
    
    
    
    
    
    
    15,000
    
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    118Vesting of variable stock options
    
    
    
    
    
    
    
    
    
    
    617
    
    
    
    
    
    
    
    
    
    
    
    617Dividends declared $19.6875 per Class A
preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,563
    )
    
    
    
    
    
    
    (3,563
    )Amortization of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,297
    
    
    
    1,297Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,230
    
    
    
    
    
    
    
    22,230Balance at September 30, 2005
    
    
    181,000
    
    
    
    17,594,081
    
    
    $
    361,309
    
    
    $
    (110,565
    )
    
    $
    (2,739
    )
    
    $
    248,005
  5




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##### Table of Contents



BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
 (unaudited, amounts in thousands)
 2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    22,230
    
    
    $
    3,407Adjustments to reconcile net income to net cash flow provided
by operating activities Gain on sale/disposal of assets
    
    
    (20,188
    )
    
    
    (13,007
    )Impairment of real estate
    
    
    5,500
    
    
    
    4,300Depreciation and amortization
    
    
    18,668
    
    
    
    21,493Charges related to equity based compensation
    
    
    1,914
    
    
    
    777Equity in (income) loss of unconsolidated joint ventures
including gain on sale
    
    
    (11,131
    )
    
    
    574Deferred lease revenue
    
    
    488
    
    
    
    439Minority interests
    
    
    2,972
    
    
    
    1,746Changes in
assets and liabilities Accounts receivable and inventories
    
    
    2,578
    
    
    
    31,002Restricted cash
    
    
    3,105
    
    
    
    1,814Accounts payable and accrued expenses
    
    
    (633
    )
    
    
    (6,066
    )Amounts due to/from lessees
    
    
    (330
    )
    
    
    (75
    )Other
    
    
    (2,040
    )
    
    
    (1,749
    )Net cash flow provided by operating activities
    
    
    23,133
    
    
    
    44,655Cash flows from investing activities:Investment in unconsolidated joint ventures
    
    
    
    
    
    
    (438
    )Distributions received from unconsolidated joint ventures
    
    
    23,972
    
    
    
    1,373Improvements and additions to hotel properties, net
    
    
    (12,443
    )
    
    
    (25,009
    )Net proceeds from sale of assets
    
    
    34,634
    
    
    
    78,145Net cash flow provided by investing activities
    
    
    46,163
    
    
    
    54,071Cash flows from financing activities:Payments of dividends and distributions
    
    
    (3,563
    )
    
    
    (3,563
    )Net borrowings (repayments) against credit facility
    
    
    33,554
    
    
    
    (60,500
    )Term note borrowings
    
    
    
    
    
    
    14,133Repayment of term notes
    
    
    (94,008
    )
    
    
    (46,602
    )Payment of deferred financing costs
    
    
    (1,401
    )
    
    
    (309
    )Net proceeds from issuance of common shares
    
    
    118
    
    
    
    Cash payment for common share purchases
    
    
    (142
    )
    
    
    (191
    )Distributions to joint venture minority interest partners
    
    
    (68
    )
    
    
    (2,442
    )Net cash flow used in financing activities
    
    
    (65,510
    )
    
    
    (99,474
    )Net change in cash and cash equivalents
    
    $
    3,786
    
    
    $
    (748
    )Cash and cash equivalents, beginning of period
    
    
    13,521
    
    
    
    14,013Cash and cash equivalents, end of period
    
    $
    17,307
    
    
    $
    13,265
  6




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##### Table of Contents



BOYKIN LODGING COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2005
 (unaudited, dollar amounts in thousands except per share data)
 1. BACKGROUND:
  Formation and Significant Events
   Consolidated Joint Ventures
  Boykin
    
    JV PartnerOwnership
    
    OwnershipName of Joint Venture
    
    JV Partner
    
    Percentage
    
    Percentage
    
    Hotel Owned Under Joint VentureBoykin San Diego LLC
    
    Outrigger Lodging Services
    
    
    91
    %
    
    
    9
    %
    
    Hampton Inn San Diego Airport/Sea World
  Unconsolidated Joint Ventures
     7




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##### Table of Contents



Boykin/AEW
    
    
    Boykin/ConcordSeptember 30,
    
    
    December 31,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Total assets
    
    $
    2,951
    
    
    $
    65,975
    
    
    $
    20,487
    
    
    $
    21,069Accrued expenses
    
    
    2,211
    
    
    
    2,593
    
    
    
    773
    
    
    
    485Outstanding debt
    
    
    
    
    
    
    36,116
    
    
    
    18,161
    
    
    
    18,398Total liabilities
    
    
    2,211
    
    
    
    38,709
    
    
    
    18,934
    
    
    
    18,883Minority interest
    
    
    186
    
    
    
    6,781
    
    
    
    
    
    
    
    Equity
    
    
    554
    
    
    
    20,485
    
    
    
    1,553
    
    
    
    2,186Boykins share of equity and minority interest
    
    
    421
    
    
    
    11,999
    
    
    
    776
    
    
    
    1,093Boykins additional basis in Boykin Chicago, L.L.C.
    
    
    
    
    
    
    956
    
    
    
    
    
    
    
    Investment in unconsolidated joint venture
    
    $
    421
    
    
    $
    12,955
    
    
    $
    776
    
    
    $
    1,093
 Boykin/AEW
    
    

Boykin/ConcordThree Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    
    
    
    $
    4,984
    
    
    $
    2,009
    
    
    $
    12,204
    
    
    $
    2,119
    
    
    $
    1,868
    
    
    $
    6,028
    
    
    $
    5,426Hotel operating expenses
    
    
    (77
    )
    
    
    (2,988
    )
    
    
    (2,188
    )
    
    
    (8,105
    )
    
    
    (1,271
    )
    
    
    (1,052
    )
    
    
    (3,586
    )
    
    
    (3,107
    )Management fees to related party
    
    
    
    
    
    
    (149
    )
    
    
    (60
    )
    
    
    (365
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Real estate related depreciation
    
    
    
    
    
    
    (777
    )
    
    
    (772
    )
    
    
    (2,328
    )
    
    
    (281
    )
    
    
    (279
    )
    
    
    (842
    )
    
    
    (834
    )Property taxes, insurance and other
    
    
    (66
    )
    
    
    (592
    )
    
    
    (434
    )
    
    
    (1,286
    )
    
    
    (82
    )
    
    
    (142
    )
    
    
    (244
    )
    
    
    (410
    )Operating income (loss)
    
    
    (143
    )
    
    
    478
    
    
    
    (1,445
    )
    
    
    120
    
    
    
    485
    
    
    
    395
    
    
    
    1,356
    
    
    
    1,075Interest and other income
    
    
    3
    
    
    
    5
    
    
    
    31
    
    
    
    7
    
    
    
    1
    
    
    
    1
    
    
    
    4
    
    
    
    2Amortization
    
    
    
    
    
    
    (38
    )
    
    
    (133
    )
    
    
    (153
    )
    
    
    (11
    )
    
    
    (96
    )
    
    
    (33
    )
    
    
    (140
    )Interest expense
    
    
    
    
    
    
    (454
    )
    
    
    (512
    )
    
    
    (1,272
    )
    
    
    (278
    )
    
    
    (265
    )
    
    
    (830
    )
    
    
    (644
    )Gain (loss) on sale/disposal of assets
    
    
    (10
    )
    
    
    
    
    
    
    29,298
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (121
    )
    
    
    (1
    )
    
    
    (121
    )
    
    
    (1
    )
    
    
    (17
    )
    
    
    
    
    
    
    (129
    )
    
    
    (109
    )Net income (loss) before minority interest
    
    
    (271
    )
    
    
    (10
    )
    
    
    27,118
    
    
    
    (1,299
    )
    
    
    180
    
    
    
    35
    
    
    
    368
    
    
    
    184Boykins share of net income (loss)
    
    
    (118
    )
    
    
    (3
    )
    
    
    11,894
    
    
    
    (666
    )
    
    
    90
    
    
    
    17
    
    
    
    184
    
    
    
    92Reduction of additional basis in Boykin Chicago, L.L.C
    
    
    
    
    
    
    
    
    
    
    (947
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118
    )
    
    
    (3
    )
    
    
    10,947
    
    
    
    (666
    )
    
    
    90
    
    
    
    17
    
    
    
    184
    
    
    
    92
 Taxable REIT Subsidiaries
    8




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##### Table of Contents



French Lick Springs Resort and Spa
  Clarion Hotel & Conference Center
  Hotel Managers
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Basis of Presentation
   Condominium Units
   Investment in Hotel Properties
  9




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Insurance Recoveries
        Stock-based Compensation
  10




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Pro
    
    
    Pro
    
    
    Pro
    
    
    ProForma
    
    
    Forma
    
    
    Forma
    
    
    FormaNet income (loss) attributable to common shareholders
    
    $
    (2,077
    )
    
    $
    4,720
    
    
    $
    18,667
    
    
    $
    (156
    )Stock-based employee compensation expense
    
    
    
    
    
    
    (32
    )
    
    
    
    
    
    
    (95
    )Pro forma net income (loss) attributable to common shareholders
    
    
    (2,077
    )
    
    
    4,688
    
    
    
    18,667
    
    
    
    (251
    )Pro forma net income (loss) attributable to common
shareholders per share:Basic
    
    $
    (0.12
    )
    
    $
    0.27
    
    
    $
    1.06
    
    
    $
    (0.01
    )Diluted
    
    $
    (0.12
    )
    
    $
    0.27
    
    
    $
    1.05
    
    
    $
    (0.01
    )
  New Accounting Pronouncements
  3. EARNINGS PER SHARE:
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Basic
    
    
    17,593,864
    
    
    
    17,446,739
    
    
    
    17,557,506
    
    
    
    17,418,448Effective of dilutive securities:Common stock options
    
    
    208,373
    
    
    
    19,098
    
    
    
    137,175
    
    
    
    26,616Restricted share grants
    
    
    191,245
    
    
    
    63,287
    
    
    
    151,186
    
    
    
    70,338Diluted
    
    
    17,993,482
    
    
    
    17,529,124
    
    
    
    17,845,867
    
    
    
    17,515,402
 4. PARTNERSHIP UNITS/MINORITY INTERESTS:
   11




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##### Table of Contents



5. DISCONTINUED OPERATIONS:
      Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    
    
    
    $
    8,662
    
    
    $
    2,933
    
    
    $
    31,475Hotel operating expenses
    
    
    
    
    
    
    (7,084
    )
    
    
    (3,817
    )
    
    
    (26,452
    )Management fees to related party
    
    
    
    
    
    
    (185
    )
    
    
    (56
    )
    
    
    (532
    )Management fees  other
    
    
    
    
    
    
    (35
    )
    
    
    (19
    )
    
    
    (241
    )Property taxes, insurance and other
    
    
    
    
    
    
    (396
    )
    
    
    (250
    )
    
    
    (1,561
    )Other expenses
    
    
    
    
    
    
    (28
    )
    
    
    (7
    )
    
    
    (78
    )Interest income
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    14Interest expense
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (198
    )Real estate related depreciation and
amortization
    
    
    
    
    
    
    (800
    )
    
    
    (390
    )
    
    
    (3,562
    )Impairment of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,300
    )Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )Minority interest in earnings of joint
ventures
    
    
    
    
    
    
    (2,119
    )
    
    
    
    
    
    
    (2,119
    )Gain (loss) on sale/disposal of
individual assets
    
    
    
    
    
    
    (42
    )
    
    
    366
    
    
    
    (10
    )Loss from discontinued operations
    
    $
    
    
    
    $
    (2,021
    )
    
    $
    (1,240
    )
    
    $
    (7,651
    )
 December 31,2004Accounts receivable, net
    
    $
    480Inventories
    
    
    431Other assets
    
    
    1,043Deferred financing costs and other, net
    
    
    24Investment in hotel properties, net
    
    
    19,696Total assets
    
    $
    21,674Accounts payable and accrued expenses
    
    $
    1,415Accounts payable to related party
    
    
    (7
    )Total liabilities
    
    $
    1,408
 12




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##### Table of Contents



6. CREDIT FACILITY:
   7. TERM NOTES PAYABLE:
     2005
    
    $
    1,0022006
    
    
    4,1662007
    
    
    4,4482008
    
    
    4,7882009
    
    
    5,1342010 and thereafter
    
    
    79,993$
    99,531
 13




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##### Table of Contents



8. RELATED PARTY TRANSACTIONS:
      9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:
    10. INCOME TAXES:
    14




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##### Table of Contents



15




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
   FORWARD LOOKING STATEMENTS
  
    
    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.
    THIRD QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2005
   16




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CRITICAL ACCOUNTING POLICIES
 Investment in Hotel Properties
   17




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##### Table of Contents



Revenue recognition
 Hotel
Condominium Revenues
   Insurance
Recoveries 
    FINANCIAL CONDITION
 September 30, 2005 Compared to December 31, 2004
    18




---



##### Table of Contents



RESULTS OF OPERATIONS
 Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004
            19




---



##### Table of Contents



Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
            20




---



##### Table of Contents



FFO
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss)
    
    $
    (889
    )
    
    $
    5,908
    
    
    $
    22,230
    
    
    $
    3,407Minority interest
    
    
    (417
    )
    
    
    2,852
    
    
    
    2,972
    
    
    
    1,746Gain on sale/disposal of assets
    
    
    (5,090
    )
    
    
    (8,944
    )
    
    
    (19,822
    )
    
    
    (13,017
    )(Gain) loss on sale/disposal of assets included in
discontinued operations
    
    
    
    
    
    
    42
    
    
    
    (366
    )
    
    
    10Real estate related depreciation and amortization
    
    
    5,624
    
    
    
    5,802
    
    
    
    17,180
    
    
    
    16,841Real estate related depreciation and amortization
included in discontinued operations
    
    
    
    
    
    
    800
    
    
    
    390
    
    
    
    3,562Equity in (income) loss of unconsolidated joint ventures
including gain on sale
    
    
    28
    
    
    
    (14
    )
    
    
    (11,131
    )
    
    
    574FFO adjustment related to joint ventures
    
    
    19
    
    
    
    441
    
    
    
    (171
    )
    
    
    847Preferred dividends declared
    
    
    (1,188
    )
    
    
    (1,188
    )
    
    
    (3,563
    )
    
    
    (3,563
    )Funds from operations after preferred dividends
    
    $
    (1,913
    )
    
    $
    5,699
    
    
    $
    7,719
    
    
    $
    10,407Less: Funds from operations related to minority interest
    
    
    (256
    )
    
    
    768
    
    
    
    1,035
    
    
    
    1,405Funds from operations attributable to common shareholders
    
    $
    (1,657
    )
    
    $
    4,931
    
    
    $
    6,684
    
    
    $
    9,002
  21




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##### Table of Contents



EBITDA
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Operating income (loss)
    
    $
    (3,568
    )
    
    $
    3,404
    
    
    $
    4,688
    
    
    $
    9,608Interest income
    
    
    324
    
    
    
    (29
    )
    
    
    762
    
    
    
    140Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Real estate related depreciation and amortization
    
    
    5,624
    
    
    
    5,802
    
    
    
    17,180
    
    
    
    16,841EBITDA attributable to discontinued operations
    
    
    
    
    
    
    941
    
    
    
    (1,216
    )
    
    
    (1,675
    )Companys share of EBITDA of unconsolidated joint
ventures
    
    
    321
    
    
    
    890
    
    
    
    821
    
    
    
    2,031EBITDA applicable to joint venture minority interest
    
    
    (97
    )
    
    
    (52
    )
    
    
    (161
    )
    
    
    (113
    )EBITDA
    
    $
    2,604
    
    
    $
    10,956
    
    
    $
    22,074
    
    
    $
    26,840
  Key Hotel Operating Statistics
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004All Hotels (19 hotels) (a) (b)Hotel revenues (in thousands)
    
    $
    54,980
    
    
    $
    51,009
    
    
    $
    165,501
    
    
    $
    150,247RevPAR
    
    $
    70.06
    
    
    $
    66.32
    
    
    $
    70.80
    
    
    $
    64.64Occupancy
    
    
    72.0
    %
    
    
    69.8
    %
    
    
    69.6
    %
    
    
    65.8
    %Average daily rate
    
    $
    97.29
    
    
    $
    95.04
    
    
    $
    101.75
    
    
    $
    98.17Comparable Hotels (17 hotels) (b) (c)Hotel revenues (in thousands)
    
    $
    51,094
    
    
    $
    47,681
    
    
    $
    154,810
    
    
    $
    140,917RevPAR
    
    $
    68.33
    
    
    $
    65.40
    
    
    $
    69.74
    
    
    $
    64.01Occupancy
    
    
    71.2
    %
    
    
    69.6
    %
    
    
    68.9
    %
    
    
    65.6
    %Average daily rate
    
    $
    95.96
    
    
    $
    94.03
    
    
    $
    101.19
    
    
    $
    97.51
 
 (a)
    
    Includes all hotels owned or partially owned by Boykin as of September 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 September 30, 2005, excluding properties not operating due to damage caused by
hurricanes. 22




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES:
  
    
    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;
    
    Weather-related issues;
    
    Overbuilding in the hotel industry, especially in particular markets; and
    
    Actual or threatened acts of terrorism and actions taken against terrorists that causes public concern about travel safety.
  
    
    Competition from other condominium projects;
    
    Construction delays;
    
    Reliance on contractors and subcontractors;
    
    Construction cost overruns;
    
    Completion of projects in accordance with time frames specified by law and our contracts; and
    
    The ability of the condominium purchasers to secure financing.
       23




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##### Table of Contents



Capital Projects
     Off Balance Sheet Arrangements
  INFLATION
   SEASONALITY
  COMPETITION AND OTHER ECONOMIC FACTORS
   24




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
       ITEM 4. CONTROLS AND PROCEDURES
   25




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##### Table of Contents



PART
II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
  26




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##### Table of Contents



ITEM 6. EXHIBITS
 3.1
    
    
    (a)
    
    Amended and Restated Articles of Incorporation, as amended3.2
    
    
    (b)
    
    Code of Regulations3.3
    
    
    (c)
    
    Amendment to the Companys Articles of Incorporation for the 10-1/2% Class A
Cumulative Preferred shares, Series 2002-A4.1
    
    
    (b)
    
    Specimen Share Certificate4.2
    
    
    (a)
    
    Dividend Reinvestment and Optional Share Purchase Plan4.3
    
    
    (d)
    
    Shareholder Rights Agreement, dated as of May 25, 1999, between
Boykin Lodging Company and National City Bank, as rights agent4.3a
    
    
    (e)
    
    Amendment to Shareholder Rights Agreement dated as of December
31, 2001, between Boykin Lodging Company and National City Bank4.4
    
    
    (c)
    
    Form of Preferred Share Certificate4.5
    
    
    (c)
    
    Form of Depositary Receipt10.22
    
    
    (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 Purchaser10.23
    
    
    (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 Purchaser10.24
    
    
    (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 200231.2
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002(a)
    
    Incorporated by reference from Boykins Form 10-Q for the quarter ended June
30, 1999.(b)
    
    Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No. 333-6341)
(the Form S-11) filed on October 24, 1996. Each of the above exhibits has
the same exhibit number in the Form S-11.(c)
    
    Incorporated by reference 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 27




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##### Table of Contents



SIGNATURES
  November 8, 2005
    
    
    
    /s/ Robert W. BoykinRobert W. BoykinChairman of the Board and Chief Executive Officer(Principal Executive Officer)November 8, 2005
    
    
    
    /s/ Shereen P. JonesShereen P. JonesExecutive
Vice President, Chief Financial and Investment Officer(Principal Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    
    (a)
    
    Amended and Restated Articles of Incorporation, as amended3.2
    
    
    (b)
    
    Code of Regulations3.3
    
    
    (c)
    
    Amendment to the Companys Articles of Incorporation for the 10-1/2% Class A
Cumulative Preferred shares, Series 2002-A4.6
    
    
    (b)
    
    Specimen Share Certificate4.7
    
    
    (a)
    
    Dividend Reinvestment and Optional Share Purchase Plan4.8
    
    
    (d)
    
    Shareholder Rights Agreement, dated as of May 25, 1999, between
Boykin Lodging Company and National City Bank, as rights agent4.3a
    
    
    (e)
    
    Amendment to Shareholder Rights Agreement dated as of December
31, 2001, between Boykin Lodging Company and National City Bank4.9
    
    
    (c)
    
    Form of Preferred Share Certificate4.10
    
    
    (c)
    
    Form of Depositary Receipt10.22
    
    
    (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 Purchaser10.23
    
    
    (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 Purchaser10.24
    
    
    (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 200231.2
    
    
    
    
    Certification Pursuant to Rule 13a-14(a), in Accordance with Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002(a)
    
    Incorporated by reference from Boykins Form 10-Q for the quarter ended June
30, 1999.(b)
    
    Incorporated by reference from Amendment No. 3 to
Boykins Registration Statement on Form S-11 (Registration No. 333-6341)
(the Form S-11) filed on October 24, 1996. Each of the above exhibits has
the same exhibit number in the Form S-11.(c)
    
    Incorporated by reference 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