##### 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 June 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)
 (Registrants telephone number, including area code)
  þ o
  þ o




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 BOYKIN
LODGING COMPANY
 INDEX TO FINANCIAL STATEMENTS
 Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004
    
    
    3Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2005
and 2004 (unaudited)
    
    
    4Consolidated Statement of Shareholders Equity for the Six Months Ended June 30, 2005 (unaudited)
    
    
    5Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004 (unaudited)
    
    
    6Notes to Consolidated Financial Statements June 30, 2005 (unaudited)
    
    
    7Exhibit 31.1 Certification Pursuant to Rule 13A-14AExhibit 31.2 Certification Pursuant to Rule 13A-14AExhibit 32.1 Certification Pursuant to 18 USC Section 1350Exhibit 32.2 Certification Pursuant to 19 USC Section 1350




---



##### Table of Contents



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
    
    2004ASSETSInvestment in hotel properties
    
    $
    521,694
    
    
    $
    514,540Accumulated depreciation
    
    
    (134,861
    )
    
    
    (123,441
    )Investment in hotel properties, net
    
    
    386,833
    
    
    
    391,099Cash and cash equivalents
    
    
    20,344
    
    
    
    13,521Restricted cash
    
    
    9,793
    
    
    
    13,022Accounts receivable, net of allowance for doubtful accounts of $98
and $85 as of June 30, 2005 and     December 31, 2004, respectively
    
    
    9,010
    
    
    
    11,690Rent receivable from lessee
    
    
    301
    
    
    
    10Inventories
    
    
    1,292
    
    
    
    1,278Deferred financing costs and other, net
    
    
    2,828
    
    
    
    1,990Investment in unconsolidated joint ventures
    
    
    1,501
    
    
    
    14,048Other assets
    
    
    10,220
    
    
    
    9,048Assets related to discontinued operations, net
    
    
    
    
    
    
    21,674$
    442,122
    
    
    $
    477,380LIABILITIES AND SHAREHOLDERS EQUITYBorrowings against credit facility
    
    $
    40,000
    
    
    $
    6,446Term notes payable
    
    
    100,496
    
    
    
    193,539Accounts payable and accrued expenses
    
    
    34,780
    
    
    
    35,292Accounts payable to related party
    
    
    1,437
    
    
    
    1,070Dividends/distributions payable
    
    
    1,188
    
    
    
    1,188Deferred lease revenue
    
    
    630
    
    
    
    Minority interest in joint ventures
    
    
    853
    
    
    
    927Minority interest in operating partnership
    
    
    13,406
    
    
    
    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 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
    
    
    
    358,688Distributions 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
  3




---



##### Table of Contents



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 EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues:Hotel revenuesRooms
    
    $
    34,789
    
    
    $
    33,424
    
    
    $
    67,644
    
    
    $
    66,115Food and beverage
    
    
    16,006
    
    
    
    15,173
    
    
    
    30,165
    
    
    
    29,033Other
    
    
    3,659
    
    
    
    2,263
    
    
    
    9,907
    
    
    
    4,270Total hotel revenues
    
    
    54,454
    
    
    
    50,860
    
    
    
    107,716
    
    
    
    99,418Lease revenue
    
    
    354
    
    
    
    343
    
    
    
    709
    
    
    
    686Other operating revenue
    
    
    40
    
    
    
    118
    
    
    
    123
    
    
    
    195Revenues from condominium development and unit sales
    
    
    
    
    
    
    1,181
    
    
    
    
    
    
    
    4,274Total revenues
    
    
    54,848
    
    
    
    52,502
    
    
    
    108,548
    
    
    
    104,573Expenses:Hotel operating expensesRooms
    
    
    8,299
    
    
    
    8,213
    
    
    
    15,959
    
    
    
    15,991Food and beverage
    
    
    10,561
    
    
    
    10,314
    
    
    
    20,286
    
    
    
    19,915Other direct
    
    
    1,506
    
    
    
    1,394
    
    
    
    2,929
    
    
    
    2,736Indirect
    
    
    15,922
    
    
    
    15,626
    
    
    
    31,342
    
    
    
    31,105Management fees to related party
    
    
    1,672
    
    
    
    1,209
    
    
    
    3,354
    
    
    
    2,742Total hotel operating expenses
    
    
    37,960
    
    
    
    36,756
    
    
    
    73,870
    
    
    
    72,489Property taxes, insurance and other
    
    
    4,293
    
    
    
    3,623
    
    
    
    8,777
    
    
    
    7,358Cost of condominium development and unit sales
    
    
    
    
    
    
    482
    
    
    
    
    
    
    
    3,481Real estate related depreciation and amortization
    
    
    5,774
    
    
    
    5,588
    
    
    
    11,556
    
    
    
    11,038Corporate general and administrative
    
    
    3,824
    
    
    
    1,986
    
    
    
    6,089
    
    
    
    4,002Total operating expenses
    
    
    51,851
    
    
    
    48,435
    
    
    
    100,292
    
    
    
    98,368Operating income
    
    
    2,997
    
    
    
    4,067
    
    
    
    8,256
    
    
    
    6,205Interest income
    
    
    424
    
    
    
    26
    
    
    
    438
    
    
    
    169Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Interest 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
    )
    
    
    538Equity 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
    
    
    
    2,490Income before discontinued operations
    
    
    494
    
    
    
    543
    
    
    
    17,520
    
    
    
    940Discontinued 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
    
    
    
    1,345Net 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 shareBasic
    
    $
    (0.04
    )
    
    $
    (0.04
    )
    
    $
    0.86
    
    
    $
    (0.08
    )Diluted
    
    $
    (0.04
    )
    
    $
    (0.04
    )
    
    $
    0.85
    
    
    $
    (0.08
    )Discontinued operations per shareBasic
    
    $
    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 shareBasic
    
    $
    0.34
    
    
    $
    (0.02
    )
    
    $
    1.18
    
    
    $
    (0.28
    )Diluted
    
    $
    0.34
    
    
    $
    (0.02
    )
    
    $
    1.17
    
    
    $
    (0.28
    )Weighted average number of common shares outstandingBasic
    
    
    17,544
    
    
    
    17,412
    
    
    
    17,539
    
    
    
    17,404Diluted
    
    
    17,789
    
    
    
    17,446
    
    
    
    17,737
    
    
    
    17,495




---



##### Table of Contents



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)
 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
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    118Vesting of variable stock options
    
    
    
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    
    
    
    
    374Dividends declared
 $13.125 per Class A
preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,376
    )
    
    
    
    
    
    
    (2,376
    )Amortization of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    791
    
    
    
    791Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,119
    
    
    
    
    
    
    
    23,119Balance at June 30, 2005
    
    
    181,000
    
    
    
    17,574,081
    
    
    $
    360,800
    
    
    $
    (108,489
    )
    
    $
    (2,979
    )
    
    $
    249,332
  5




---



##### Table of Contents



BOYKIN LODGING COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
 (unaudited, amounts in thousands)
 2005
    
    2004Cash flows from operating activities:Net income (loss)
    
    $
    23,119
    
    
    $
    (2,501
    )Adjustments to reconcile net income (loss) to net cash flow providedby operating
activities Gain on sale/disposal of assets
    
    
    (15,098
    )
    
    
    (4,104
    )Impairment of real estate
    
    
    
    
    
    
    4,300Depreciation and amortization
    
    
    12,594
    
    
    
    14,555Charges related to equity based compensation
    
    
    1,165
    
    
    
    539Equity in (income) loss of unconsolidated joint ventures including gain on sale
    
    
    (11,159
    )
    
    
    588Deferred lease revenue
    
    
    630
    
    
    
    318Minority interests
    
    
    3,389
    
    
    
    (1,106
    )Changes in assets and liabilities Accounts receivable and inventories
    
    
    3,577
    
    
    
    34,972Restricted cash
    
    
    3,229
    
    
    
    2,194Accounts payable and accrued expenses
    
    
    (1,553
    )
    
    
    (6,929
    )Amounts due to/from lessees
    
    
    (291
    )
    
    
    73Other
    
    
    (234
    )
    
    
    (366
    )Net cash flow provided by operating activities
    
    
    19,368
    
    
    
    42,533Cash flows from investing activities:Investment in unconsolidated joint ventures
    
    
    
    
    
    
    (428
    )Distributions received from unconsolidated joint ventures
    
    
    23,697
    
    
    
    91Improvements and additions to hotel properties, net
    
    
    (7,479
    )
    
    
    (20,950
    )Net proceeds from sale of assets
    
    
    34,630
    
    
    
    24,375Net cash flow provided by investing activities
    
    
    50,848
    
    
    
    3,088Cash flows from financing activities:Payments of dividends and distributions
    
    
    (2,376
    )
    
    
    (2,376
    )Net borrowings (repayments) against credit facility
    
    
    33,554
    
    
    
    (6,999
    )Term note borrowings
    
    
    
    
    
    
    14,133Repayment of term notes
    
    
    (93,043
    )
    
    
    (45,704
    )Payment of deferred financing costs
    
    
    (1,394
    )
    
    
    (309
    )Net proceeds from issuance of common shares
    
    
    118
    
    
    
    Cash payment for common share purchases
    
    
    (142
    )
    
    
    (156
    )Distributions to joint venture minority interest partners
    
    
    (110
    )
    
    
    (102
    )Net cash flow used in financing activities
    
    
    (63,393
    )
    
    
    (41,513
    )Net change in cash and cash equivalents
    
    $
    6,823
    
    
    $
    4,108Cash and cash equivalents, beginning of period
    
    
    13,521
    
    
    
    14,013Cash and cash equivalents, end of period
    
    $
    20,344
    
    
    $
    18,121
  6




---



##### Table of Contents



BOYKIN LODGING COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 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




---



##### Table of Contents



Boykin/AEW
    
    Boykin/ConcordJune 30,
    
    December 31,
    
    June 30,
    
    December 31,2005
    
    2004
    
    2005
    
    2004Total assets
    
    $
    3,147
    
    
    $
    65,975
    
    
    $
    20,890
    
    
    $
    21,069Accrued expenses
    
    
    2,136
    
    
    
    2,593
    
    
    
    727
    
    
    
    485Outstanding debt
    
    
    
    
    
    
    36,116
    
    
    
    18,239
    
    
    
    18,398Total liabilities
    
    
    2,136
    
    
    
    38,709
    
    
    
    18,966
    
    
    
    18,883Minority interest
    
    
    253
    
    
    
    6,781
    
    
    
    
    
    
    
    Equity
    
    
    758
    
    
    
    20,485
    
    
    
    1,924
    
    
    
    2,186Boykins share of equity and minority interest
    
    
    539
    
    
    
    11,999
    
    
    
    962
    
    
    
    1,093Boykins additional basis in Boykin Chicago, L.L.C.
    
    
    
    
    
    
    956
    
    
    
    
    
    
    
    Investment in unconsolidated joint venture
    
    $
    539
    
    
    $
    12,955
    
    
    $
    962
    
    
    $
    1,093
 Boykin/AEW
    
    Boykin/ConcordThree Months
    
    Six Months
    
    Three Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Revenues
    
    $
    6
    
    
    $
    4,762
    
    
    $
    2,009
    
    
    $
    7,220
    
    
    $
    2,221
    
    
    $
    1,924
    
    
    $
    3,909
    
    
    $
    3,558Hotel 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
    
    
    
    680Interest and other income
    
    
    4
    
    
    
    1
    
    
    
    28
    
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    3
    
    
    
    1Amortization
    
    
    
    
    
    
    (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
    
    
    
    149Boykins share of net income (loss)
    
    
    (32
    )
    
    
    69
    
    
    
    12,012
    
    
    
    (663
    )
    
    
    125
    
    
    
    74
    
    
    
    94
    
    
    
    75Reduction of additional basis in Boykin Chicago, L.L.C
    
    
    
    
    
    
    
    
    
    
    (947
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32
    )
    
    
    69
    
    
    
    11,065
    
    
    
    (663
    )
    
    
    125
    
    
    
    74
    
    
    
    94
    
    
    
    75
 Taxable REIT Subsidiaries
    8




---



##### Table of Contents



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




---



##### Table of Contents



Investment in Hotel Properties
   Insurance Recoveries
      Stock-based Compensation
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Pro
    
    Pro
    
    Pro
    
    ProForma
    
    Forma
    
    Forma
    
    FormaNet 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
    )
 10




---



##### Table of Contents



New Accounting Pronouncements
  3. EARNINGS PER SHARE:
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Basic
    
    
    17,543,916
    
    
    
    17,411,551
    
    
    
    17,539,026
    
    
    
    17,404,147Effective of dilutive securities:Common stock options
    
    
    123,898
    
    
    
    8,258
    
    
    
    97,375
    
    
    
    32,416Restricted share grants
    
    
    121,582
    
    
    
    26,616
    
    
    
    100,304
    
    
    
    58,781Diluted
    
    
    17,789,396
    
    
    
    17,446,425
    
    
    
    17,736,705
    
    
    
    17,495,344
 4. PARTNERSHIP UNITS/MINORITY INTERESTS:
   5. DISCONTINUED OPERATIONS:
     11




---



##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues
    
    $
    947
    
    
    $
    12,607
    
    
    $
    2,933
    
    
    $
    22,813Hotel 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
    
    
    
    
    
    
    
    7Interest 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
    
    
    
    32Income (loss) from discontinued
operations
    
    $
    92
    
    
    $
    328
    
    
    $
    (1,240
    )
    
    $
    (5,630
    )
 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




---



##### Table of Contents



6. CREDIT FACILITY:
   7. TERM NOTES PAYABLE:
     2005
    
    $
    1,9672006
    
    
    4,1662007
    
    
    4,4482008
    
    
    4,7882009
    
    
    5,1342010 and thereafter
    
    
    79,993$
    100,496
 13




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
   SECOND QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2005
          15




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES
 Investment in Hotel Properties
   Revenue recognition
 Hotel
Condominium Revenues 
   Insurance
Recoveries 
     FINANCIAL CONDITION
 June 30, 2005 Compared to December 31, 2004
  16




---



##### Table of Contents



RESULTS OF OPERATIONS
 Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
         17




---



##### Table of Contents



Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
          18




---



##### Table of Contents



FFO
    Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net 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
    
    
    
    11,038Real estate related depreciation and amortization
included in discontinued operations
    
    
    90
    
    
    
    1,241
    
    
    
    390
    
    
    
    2,762Equity in (income) loss of unconsolidated joint ventures
including gain on sale
    
    
    (93
    )
    
    
    (143
    )
    
    
    (11,159
    )
    
    
    588FFO adjustment related to joint ventures
    
    
    204
    
    
    
    603
    
    
    
    (190
    )
    
    
    406Preferred dividends declared
    
    
    (1,188
    )
    
    
    (1,188
    )
    
    
    (2,376
    )
    
    
    (2,376
    )Funds from operations after preferred dividends
    
    $
    4,726
    
    
    $
    6,714
    
    
    $
    9,631
    
    
    $
    4,707Less: Funds from operations related to minority interest
    
    
    634
    
    
    
    907
    
    
    
    1,292
    
    
    
    636Funds from operations attributable to common shareholders
    
    $
    4,092
    
    
    $
    5,807
    
    
    $
    8,339
    
    
    $
    4,071
  19




---



##### Table of Contents



EBITDA
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Operating income
    
    $
    2,997
    
    
    
    $4,067
    
    
    
    $8,256
    
    
    
    $6,205Interest income
    
    
    424
    
    
    
    26
    
    
    
    438
    
    
    
    169Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Real estate related depreciation and amortization
    
    
    5,774
    
    
    
    5,588
    
    
    
    11,556
    
    
    
    11,038EBITDA attributable to discontinued operations
    
    
    (184
    )
    
    
    1,551
    
    
    
    (1,216
    )
    
    
    (2,616
    )Companys share of EBITDA of unconsolidated joint
ventures
    
    
    423
    
    
    
    963
    
    
    
    500
    
    
    
    1,141EBITDA applicable to joint venture minority interest
    
    
    (32
    )
    
    
    (18
    )
    
    
    (64
    )
    
    
    (61
    )EBITDA
    
    $
    9,402
    
    
    $
    12,177
    
    
    $
    19,470
    
    
    $
    15,884
  Key Hotel Operating Statistics
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004All Hotels (19 hotels) (a) (b)Hotel revenues (in thousands)
    
    $
    56,979
    
    
    $
    51,064
    
    
    $
    110,521
    
    
    $
    99,237RevPAR
    
    $
    73.34
    
    
    $
    64.62
    
    
    $
    71.18
    
    
    $
    63.79Occupancy
    
    
    72.4
    %
    
    
    65.8
    %
    
    
    68.4
    %
    
    
    63.8
    %Average daily rate
    
    $
    101.25
    
    
    $
    98.25
    
    
    $
    104.14
    
    
    $
    99.91Comparable Hotels (17 hotels) (b) (c)Hotel revenues (in thousands)
    
    $
    53,175
    
    
    $
    47,894
    
    
    $
    103,715
    
    
    $
    93,236RevPAR
    
    $
    72.06
    
    
    $
    63.90
    
    
    $
    70.45
    
    
    $
    63.30Occupancy
    
    
    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. 20




---



##### 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;
    
    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; and
    
    The ability of the condominium purchasers to secure financing.
      21




---



##### Table of Contents



Capital Projects
   Off Balance Sheet Arrangements
  INFLATION
   SEASONALITY
  COMPETITION AND OTHER ECONOMIC FACTORS
   22




---



##### Table of Contents



ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
     1 4
  ITEM
4.  CONTROLS AND PROCEDURES
   23




---



##### 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
  Name
    
    Votes For
    
    Votes Against
    
    Abstention
    
    Shares not VotedAlbert T. Adams
    
    
    10,937,802
    
    
    
    0
    
    
    
    5,646,419
    
    
    
    1,344,287Robert W. Boykin
    
    
    15,634,480
    
    
    
    0
    
    
    
    949,741
    
    
    
    1,344,287Lee C. Howley, Jr.
    
    
    15,853,454
    
    
    
    0
    
    
    
    760,767
    
    
    
    1,344,287James B. Meathe
    
    
    15,994,289
    
    
    
    0
    
    
    
    589,932
    
    
    
    1,344,287Mark J. Nasca
    
    
    15,946,688
    
    
    
    0
    
    
    
    637,533
    
    
    
    1,344,287William H. Schecter
    
    
    15,933,139
    
    
    
    0
    
    
    
    651,082
    
    
    
    1,344,287Ivan J. Winfield
    
    
    15,792,103
    
    
    
    0
    
    
    
    792,118
    
    
    
    1,344,287
  Votes For
    
    Votes Against
    
    Abstention
    
    Broker non-votes
    
    Shares not Voted7,759,374
    
    
    4,187,446
    
    
    
    84,746
    
    
    
    4,552,655
    
    
    
    1,344,287
 ITEM 5. OTHER INFORMATION
  24




---



##### 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 25




---



##### Table of Contents



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

(Principal Accounting Officer)




---



##### 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