Boykin Lodging (BOY) 8-K Completion of Acquisition or Disposition of Assets

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):April 13, 2005

Boykin Lodging Company

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-11975	34-1824586
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio		44115
(Address of Principal Executive Offices)		(Zip Code)

(216) 430-1200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2	FINANCIAL INFORMATION
ITEM 2.01	COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
	On April 13, 2005, Boykin Lodging Company (the “Company”) sold its French Lick Springs Resort and Spa (“French Lick”) in French Lick, Indiana, for a price of $25.0 million to a subsidiary of the Cook Group Incorporated, an unrelated third party. Net proceeds from the sale of approximately $24.4 million will be available for general corporate purposes.
SECTION 9	FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
	None.
(b) Pro Forma Financial Information.
	The following unaudited pro forma condensed consolidated financial information for Boykin Lodging Company gives effect to the disposition of French Lick Springs Resort and Spa in French Lick, Indiana, as well as the receipt of proceeds from the sale as described in this Current Report on Form 8-K.
	The December 31, 2004 unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the disposition was effective December 31, 2004. The unaudited Pro Forma Condensed Consolidated Statements of Operations for each of the years in the three year period ended December 31, 2004 assume the sale was effective as of the beginning of the fiscal year ended December 31, 2002.
	The unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements and related footnotes included in Boykin Lodging Company’s 2004 Annual Report on Form 10-K.

THE FOLLOWING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION IS PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT
NECESSARILY AN INDICATION OF THE FUTURE FINANCIAL POSITION OR RESULTS
OF OPERATIONS OF BOYKIN LODGING COMPANY.

BOYKIN LODGING COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2004
(unaudited, dollar amounts in thousands)

				Pro Forma
				Adjustments
	(a)			(b)
	Historical			French Lick			Pro Forma
Investment in hotel properties	$	545,142			(24,976	)	$	520,166
Accumulated depreciation		(134,347	)		9,033			(125,314	)
Investment in hotel properties, net		410,795			(15,943	)		394,852
Cash and cash equivalents		34,398			24,387	(c)		58,785
Restricted cash		11,272			—			11,272
Accounts receivable, net of allowance for doubtful accounts of $87		12,145			(473	)		11,672
Receivables from lessee		10			—			10
Inventories		1,709			(364	)		1,345
Deferred financing costs and other, net		2,014			—			2,014
Investment in unconsolidated joint ventures		1,093			—			1,093
Other assets		10,091			(984	)		9,107
	$	483,527			6,623		$	490,150
LIABILITIES AND SHAREHOLDERS’ EQUITY
Borrowings against credit facility	$	1,446			—		$	1,446
Term notes payable		193,539			—			193,539
Accounts payable and accrued expenses		36,707			(1,158	)		35,549
Accounts payable to related party		1,063			8			1,071
Dividends/distributions payable		1,188			—			1,188
Minority interest in joint ventures		927			—			927
Minority interest in operating partnership		11,734			1,166	(d)		12,900
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value; 10,000,000 shares authorized; 181,000 shares issued and outstanding as of December 31, 2004 (liquidation preference of $45,250)		—			—			—
Common shares, without par value; 40,000,000 shares authorized; 17,450,314 outstanding as of December 31, 2004		—			—			—
Additional paid-in capital		358,688			—			358,688
Distributions and losses in excess of income		(119,757	)		6,607	(d)		(113,150	)
Unearned compensation – restricted shares		(2,008	)		—			(2,008	)
Total shareholders’ equity		236,923			6,607			243,530
	$	483,527			6,623		$	490,150

BOYKIN LODGING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
(unaudited, amounts in thousands, except for per share data)

				Pro Forma
				Adjustments
	(a)			(e)
	Historical			French Lick			Pro Forma
Revenues:
Hotel revenues
Rooms	$	133,597			(3,891	)	$	129,706
Food and beverage		62,407			(3,456	)		58,951
Other		14,414			(3,658	)		10,756
Total hotel revenues		210,418			(11,005	)		199,413
Lease revenue		2,045			—			2,045
Other operating revenue		184			—			184
Revenues from condominium development and unit sales		7,541			—			7,541
Total revenues		220,188			(11,005	)		209,183
Expenses:
Hotel operating expenses
Rooms		33,772			(1,026	)		32,746
Food and beverage		43,045			(2,693	)		40,352
Other direct		8,181			(2,540	)		5,641
Indirect		68,256			(4,195	)		64,061
Management fees to related party		5,801			(347	)		5,454
Management fees — other		59			—			59
Total hotel operating expenses		159,114			(10,801	)		148,313
Property taxes, insurance and other		15,117			(498	)		14,619
Cost of condominium development and unit sales		5,509			—			5,509
Real estate related depreciation and amortization		23,980			(1,022	)		22,958
Corporate general and administrative		8,801			(14	)		8,787
Total operating expenses		212,521			(12,335	)		200,186
Operating income		7,667			1,330			8,997
Interest income		387			—			387
Other income		8			—			8
Interest expense		(13,629	)		—			(13,629	)
Amortization of deferred financing costs		(1,367	)		—			(1,367	)
Minority interest in earnings of joint ventures		(141	)		—			(141	)
Minority interest in loss of operating partnership		1,763			(200	)		1,563
Equity in income of unconsolidated joint ventures		121			—			121
Loss from continuing operations		(5,191	)		1,130			(4,061	)
Loss from continuing operations per share:
Basic	$	(0.30	)				$	(0.23	)
Diluted	$	(0.30	)				$	(0.23	)
Weighted average number of common shares outstanding:
Basic		17,426						17,426
Diluted		17,553						17,553

BOYKIN LODGING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(unaudited, amounts in thousands, except for per share data)

				Pro Forma
				Adjustments
	(a)			(e)
	Historical			French Lick			Pro Forma
Revenues:
Hotel revenues Rooms	$	122,821			(4,050	)	$	118,771
Food and beverage		58,268			(3,477	)		54,791
Other		11,314			(3,967	)		7,347
Total hotel revenues		192,403			(11,494	)		180,909
Lease revenue		1,958			—			1,958
Other operating revenue		120			—			120
Revenues from condominium development and unit sales		36,883			—			36,883
Total revenues		231,364			(11,494	)		219,870
Expenses:
Hotel operating expenses Rooms		30,850			(1,081	)		29,769
Food and beverage		40,877			(2,868	)		38,009
Other direct		7,142			(2,629	)		4,513
Indirect		61,672			(3,907	)		57,765
Management fees to related party		4,339			(363	)		3,976
Management fees – other		882			—			882
Total hotel operating expenses		145,762			(10,848	)		134,914
Property taxes, insurance and other		14,530			(745	)		13,785
Cost of condominium development and unit sales		24,645			—			24,645
Real estate related depreciation and amortization		26,048			(1,275	)		24,773
Corporate general and administrative		8,138			(29	)		8,109
Total operating expenses		219,123			(12,897	)		206,226
Operating income		12,241			1,403			13,644
Interest income		602			—			602
Other income		39			(11	)		28
Interest expense		(14,923	)		—			(14,923	)
Amortization of deferred financing costs		(1,906	)		—			(1,906	)
Minority interest in loss of joint ventures		(133	)		—			(133	)
Minority interest in loss of operating partnership		1,858			(209	)		1,649
Equity in loss of unconsolidated joint ventures		(133	)		—			(133	)
Loss from continuing operations		(2,355	)		1,183			(1,172	)
Loss from continuing operations per share:
Basic	$	(0.14	)				$	(0.07	)
Diluted	$	(0.14	)				$	(0.07	)
Weighted average number of common shares outstanding:
Basic		17,336						17,336
Diluted		17,470						17,470

BOYKIN LODGING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(unaudited, amounts in thousands, except for per share data)

				Pro Forma
				Adjustments
	(a)			(e)
	Historical			French Lick			Pro Forma
Revenues:
Hotel revenues:
Rooms	$	129,341			(4,845	)	$	124,496
Food and beverage		61,728			(3,924	)		57,804
Other		11,632			(4,030	)		7,602
Total hotel revenues		202,701			(12,799	)		189,902
Lease revenue		1,885			—			1,885
Other operating revenue		279			—			279
Revenues from condominium development and unit sales		8,715			—			8,715
Total revenues		213,580			(12,799	)		200,781
Expenses:
Hotel operating expenses:
Rooms		31,432			(1,223	)		30,209
Food and beverage		42,984			(3,186	)		39,798
Other direct		7,342			(2,800	)		4,542
Indirect		57,912			(4,280	)		53,632
Management fees to related party		3,741			(382	)		3,359
Management fees – other		2,261			—			2,261
Total hotel operating expenses		145,672			(11,871	)		133,801
Property taxes, insurance and other		12,921			(468	)		12,453
Cost of condominium development and unit sales		6,474			—			6,474
Real estate related depreciation and amortization		23,340			(1,302	)		22,038
Corporate general and administrative		6,404			—			6,404
Total operating expenses		194,811			(13,641	)		181,170
Operating income		18,769			842			19,611
Interest income		126			—			126
Other income		80			—			80
Interest expense		(18,068	)		—			(18,068	)
Amortization of deferred financing costs		(2,105	)		—			(2,105	)
Minority interest in earnings of joint ventures		(133	)		—			(133	)
Minority interest in loss of operating partnership		726			(128	)		598
Equity in loss of unconsolidated joint ventures		(224	)		—			(224	)
Loss from continuing operations		(829	)		714			(115	)
Loss from continuing operations per share:
Basic	$	(0.05	)				$	(0.01	)
Diluted	$	(0.05	)				$	(0.01	)
Weighted average number of common shares outstanding:
Basic		17,248						17,248
Diluted		17,383						17,383

(a)	Historical data presented reflects amounts reported on Form 8-K filed on April 1, 2005.
(b)	Represents the necessary adjustments to Boykin’s historical financial statements to remove the assets and liabilities associated with French Lick, as applicable, as well as to reflect the receipt of the sales proceeds.
(c)	The net proceeds from the sale were approximately $24.4 million and are available for general corporate purposes.
(d)	Reflects the estimated impact of the sale on minority interest and shareholders’ equity as if the sale took place on December 31, 2004. The actual impact of the transactions was based upon the carrying value of the assets at the time of the sale.
(e)	Reflects the adjustment to Boykin’s historical financial statements to present them as if the disposition of French Lick had occurred on January 1, 2002. The gain or loss on the sale is not reflected in the pro forma condensed consolidated statements of operations. Boykin anticipates that the actual gain on the sale, net of minority interest, will approximate $6.3 million.

     (c)     Exhibits.

     None

SIGNATURE

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.

BOYKIN LODGING COMPANY

By:	/s/ Shereen P. Jones
	--------------------------------------------------
		Shereen P. Jones Executive Vice President, Chief Financial and Investment Officer

Date: April 14, 2005