8-K

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): November 10, 2004

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND
(State of Incorporation) 001-31775
(Commission File Number) 86-1062192
(I.R.S. Employer Identification Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

Third Quarter 2004 Earnings Press Release

Third Quarter 2004 Earnings Conference Call Transcript

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 10, 2004, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.45. On November 11, 2004, the Company held an earnings conference call for its third quarter ended September 30, 2004. A copy of the conference call transcript is attached hereto as Exhibit 99.46.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.45	Third Quarter 2004 Earnings Press Release of the Company, dated November 10, 2004.
99.46	Third Quarter 2004 Earnings Conference Call Transcript of the Company, dated November 11, 2004.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2004

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ DAVID J. KIMICHIK
	David J. Kimichik
	Chief Financial Officer

EX-99.45

Exhibit 99.45

NEWS RELEASE

Contact:	David Kimichik	Tripp Sullivan
	Chief Financial Officer	Corporate Communications, Inc.
	(972) 490-9600	(615) 254-3376

ASHFORD HOSPITALITY TRUST REPORTS THIRD QUARTER RESULTS

DALLAS — (November 10, 2004) — Ashford Hospitality Trust, Inc. (NYSE: AHT), a hotel real estate investment trust focused exclusively on the hospitality industry, today reported results for the third quarter ended September 30, 2004. The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

HIGHLIGHTS

• Completed or announced investments total $585 million, reaching initial investment goals

• Increased common dividend for second consecutive quarter by 40% to $0.14 per share

• Increased total assets by $213 million

• Third quarter RevPAR increased 6.7% for hotels not under renovation

• Increased Hotel Operating Profit

• Completed preferred stock offering, raising $55 million in net proceeds

• Completed $210 million portfolio financing and restructured credit facility

• Announced and ultimately closed $81 million purchase of 654-room Hyatt Orange County

Reporting Basis

The financial results presented below and in the accompanying financial tables include the results of the Company for the third quarter and nine months ended September 30, 2004, the results of the Company since its formation on August 29, 2003, the combined results of the Company and the Predecessor between July 1, 2003 and September 30, 2003, and the results of the Predecessor prior to August 29, 2003.

Financial Results

Total revenue for the third quarter ended September 30, 2004, increased 228.1% to $31,336,000 from $9,551,000 for the third quarter ended September 30, 2003. The Company reported a net loss of $1,391,000, or $0.06 per diluted share, compared with a net loss of $1,194,000 in the prior-year period. Funds from operations (FFO, as defined by NAREIT) was $1,026,000, or $0.03 per diluted share, compared with a loss of $77,000 for the combined third quarter of 2003. EBITDA, which represents Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization, increased 274.7% to $5,014,000 compared with $1,338,000 in the combined prior-year period. Results for the three months ended September 30, 2004 include the write off of deferred financing costs and the amortization of the existing loan costs in the amount of $2.2 million, or $.07 per diluted share, in connection with the Company’s new $210 million term loan and other existing mortgage financings. In addition, the Company experienced a one-time estimated loss of approximately $1.0 million in pre-tax operating profit, or approximately $0.03 per diluted share, due to the effect from four separate hurricanes on three of the Company’s Gulf Coast properties and a fire at one of the Company’s properties.

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14185 Dallas Parkway, Suite 1100, Dallas, TX 75254 Phone: (972) 490-9600

AHT Announces Third Quarter Results
Page 2
November 10, 2004

Monty Bennett, President and CEO, commented, “As one would expect for a start up company with significant growth over the last few quarters, it has been difficult for everyone, including management, to accurately forecast our quarterly operating results. Unknowns included the timing, size, yield, and seasonality of our investments. Regarding seasonality, we believe that published Street forecasts expected approximately 30-32% of our direct hotel assets’ annual income would occur in the third quarter, which is not an unreasonable assumption for hotel assets. Now that we have assembled our initial portfolio, we have recognized that the direct hotel investments purchased thus far have historically achieved approximately 25% of their annual income in the third quarter. The difference between this historical 25% seasonality and 32% represented more than $0.05 per share for the third quarter. Unless the composition of our portfolio changes, going forward we expect the second quarter to be our most heavily weighted quarter for seasonality during the year.”

Total revenue for the nine months ended September 30, 2004, increased 179.0% to $76,482,000 from $27,409,000 for the combined period ended September 30, 2003. The Company reported net income of $858,000, or $0.03 per diluted share, compared with a combined net loss of $2,591,000 in the prior-year period. FFO was $7,715,000, or $0.25 per diluted share, compared with $718,000 for the combined prior-year period. EBITDA increased 182.7% to $14,507,000 compared with $5,132,000 for the combined prior-year period.

Mr. Bennett continued, “Ashford’s third quarter was extremely productive in terms of capital raising, investment and financing. We continue to accomplish our goals. With almost $600 million of assets, we reached our targeted first year milestone. Our continued ability to uniquely source and acquire hotels at yields well within or above targeted ranges adds a sizable growth pipeline to our company. Our capital strategies, including recent financings and the preferred equity raise position us with the funding to capitalize on the growth opportunities in our pipeline. We will continue to build a portfolio that is diversified by capital structure, brand, segment and geography.”

Operating Results – Direct Hotel Investments

As of September 30, 2004, the Company had a portfolio of direct hotel investments consisting of 32 properties. Currently five of the acquired hotels are undergoing significant renovation. The Company believes reporting its operating metrics on a consolidated and not-under-renovation basis more accurately reflects the operating improvement in its direct hotel portfolio. Details of each category are provided in the tables attached to this release.

All Hotels (32 properties)

RevPAR for the third quarter of 2004 increased 3.3% over the same period in 2003 to $71.99 from $69.66 due to a 4.1% increase in ADR to $97.06 offset by a 55-basis point decrease in occupancy to 74.17%.

Hotels Not Under Renovation (27 properties)

RevPAR for the third quarter of 2004 increased 6.7% over the same period in 2003 to $72.67 from $68.13 due to a 5.4% increase in ADR to $95.31 and an 88-basis point increase in occupancy to 76.25%.

Hotel Operating Profit

Total hotel operating profit for the three months ended September 30, 2004, increased 2.0% to $9,069,000 from $8,889,000 for the period ended September 30, 2003. Total hotel operating profit for the nine months ended September 30, 2004, increased 5.8% to $28,707,000 from $27,108,000 for the period ended September 30, 2003. These results include the $1 million impact from the insured events previously described. Had these events not occurred operating profit would be up 13.3% for the quarter and 9.6% for the year-to-date period.

Operating Results-First Mortgage and Mezzanine Investments

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AHT Announces Third Quarter Results
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November 10, 2004

As of September 30, 2004 the Company had a $90.6 million loan portfolio across 21 hotel properties. The portfolio weighted average interest is 11.4%.

Balance Sheet and Financing Strategy

As of September 30, 2004, the Company had approximately $159.5 million of variable-rate debt outstanding at a weighted average interest rate of 4.9% and approximately $126.9 million of fixed-rate debt outstanding at an average interest rate of 4.7%.

In September, the Company completed a $210.0 million term loan that is secured by 25 hotel properties, at an interest rate of 195 basis points over LIBOR. This facility has a maturity date of September 2006 with three one-year extension options. The Company used proceeds from the facility to repay two mortgage notes totaling approximately $26 million at a rate of 350 basis points over LIBOR, to repay another mortgage loan of $32 million at a rate of 325 basis points over LIBOR, to pay down its $60 million credit facility by approximately $57 million at the then rate of 325 basis points over LIBOR, and to partially repay another mortgage note by approximately $13 million at a rate of 350 basis points over LIBOR. The balance of proceeds after costs was used to fund acquisitions. To increase the Company’s fixed-rate balance, Ashford purchased a 6% LIBOR cap on $105 million of the facility and executed a stair-stepped floating to fixed-rate interest rate swap for $105 million of the facility at an average rate of 4.9% over the term of the swap.

The Company also restructured its $60 million credit facility to extend the maturity from February 2007 to August 2007 with two additional one year extension options and to reduce the interest rate from 325 basis points over LIBOR to a range of 200 to 230 basis points over LIBOR depending on the coverage ratio.

In August upon its one year anniversary, the Company filed a universal shelf registration with a proposed aggregate public offering of $350 million. In September, the Company completed the offering of 2.3 million shares of 8.55% Series A Cumulative Preferred Stock at $25 per share, raising net proceeds of approximately $55.1 million. The Preferred Stock dividends are cumulative from the date of original issuance. The Company anticipates paying its first quarterly preferred dividend in mid-January 2005.

Third Quarter Investment Activity

In July, the Company acquired the Sheraton Bucks County and an adjacent office building near Philadelphia, Pennsylvania, for approximately $16.7 million in cash. Annualized revenue of the acquired hotel is approximately $9.0 million. The Company intends to spend $5.7 million on upgrades to the property. Also during July the Company acquired four hotels in suburban Atlanta for approximately $25.9 million in cash plus contingent consideration to be paid, if earned, no later than April 30, 2005. Annualized revenues of these four hotel properties are approximately $7.8 million.

In September, the Company acquired nine hotel properties from Dunn Hospitality Group for approximately $62 million, which includes $59 million in cash and $3 million in limited partnership units. Annualized revenues of these nine hotel properties are approximately $20.1 million. The Company intends to spend $6.5 million on improvements to the portfolio.

The Company originated a $15 million loan in September on the Hotel Teatro in Denver, Colorado. The whole loan interest rate is 565 basis points over LIBOR and matures in October 2006. Loan payments are interest only throughout the two-year term on the loan which provides for three one-year extension options. Ashford received an origination fee of 1%. Ashford has negotiated terms to sell off a first mortgage on the property of $10 million. If successful, Ashford intends to retain a $5 million mezzanine loan on the property with pricing that would equate to 1,135 basis points over LIBOR.

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AHT Announces Third Quarter Results
Page 4
November 10, 2004

The Company also originated an $11 million mezzanine loan on The Westin Westminster in Westminster, Colorado. Maturing in September 2011, the loan bears interest at a stated rate of 14%, with the pay rate fixed at 12% in the first two years with a share of available cash flow not to exceed the stated rate of 14%, and fixed at 14% thereafter. Loan payments are interest only throughout the seven-year term. Ashford received an origination fee of 1%.

In August 2004, the Company received an approximate $7.2 million payment related to the portion of its $25 million mezzanine loan secured by two hotel properties, bringing the balance of that loan to $17.8 million at September 30, 2004, and secured by a total of 15 hotel properties.

Subsequent Investment Activity

In October, the Company acquired the Hyatt Orange County in Anaheim, California, for $81 million in cash, inclusive of the seller’s commitment to fund a $6 million renovation which should be completed in November 2004. The Hyatt Orange County produced gross revenues of approximately $27.8 million in the last 12 months.

Outlook

Mr. Bennett concluded, “The outlook for the lodging industry continues to improve with business and leisure travel showing signs of strength in our markets. With the strong competitive positions our hotels enjoy and the incentivized management teams we have retained, we expect improved year-over-year operating performance. We remain confident that the active investment pace, high yields and strong pipeline will continue to generate opportunities for us in 2005.”

Investor Conference Call and Simulcast

Ashford Hospitality Trust, Inc. will conduct a conference call at 11:00 a.m. eastern time on November 11, 2004, to discuss the third quarter results. The number to call for this interactive teleconference is 913-981-5509. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the confirmation number, 954046.

The Company will also provide an online simulcast and rebroadcast of its third quarter 2004 earnings release conference call. The live broadcast of Ashford’s quarterly conference call will be available online at the Company’s website at www.ahtreit.com as well as http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=147105&eventID=9 48903 on November 11, 2004, beginning at 11:00 a.m. eastern time. The online replay will follow shortly after the call and continue for approximately one year.

Both FFO and EBITDA are non-GAAP financial measures within the meaning of the Securities and Exchange Commission rules. FFO is computed in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than us. Neither FFO nor EBITDA represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income (loss) as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. However, management believes both FFO and EBITDA to be key measures of a REIT’s performance and should be considered along with, but not as an alternative to, net income and cash flow as a measure of our operating performance.

*****

Ashford Hospitality Trust is a self-administered real estate investment trust focused on investing in the hospitality industry across all segments and at all levels of the capital structure, including direct hotel investments, first mortgages, mezzanine loans and sale-leaseback transactions. Additional information

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AHT Announces Third Quarter Results
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November 10, 2004

can be found on the Company’s web site at www.ahtreit.com.

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, timing for closings, our understanding of our competition, current market trends and opportunities, and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the section entitled “Risk Factors” in Ashford’s Registration Statement on Form S-3, (File Number 333-114283), and from time to time, in Ashford’s other filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

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AHT Announces Third Quarter Results
Page 6
November 10, 2004

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(Unaudited)

	The Company			The Company			The Predecessor
	Three Months			Period From			Period From
	Ended			August 29, 2003 to			July 1, 2003 to
	September 30, 2004			September 30, 2003			August 28, 2003
REVENUE
Rooms	$	24,908,944		$	2,764,856		$	5,098,062
Food and beverage		2,975,955			463,125			832,795
Other		1,035,406			70,572			210,554
Total hotel revenue		28,920,305			3,298,553			6,141,411
Interest income from notes receivable		2,075,406			—			—
Asset management fees from related parties		340,711			110,591			—
Total Revenue		31,336,422			3,409,144			6,141,411
EXPENSES
Hotel operating expenses
Rooms		5,711,214			632,740			1,145,377
Food and beverage		2,491,446			373,313			687,997
Other direct		557,010			76,130			127,968
Indirect		9,609,951			1,084,900			2,233,281
Management fees		908,472			98,997			182,678
Total hotel expenses		19,278,093			2,266,080			4,377,301
Property taxes, insurance, and other		2,317,570			248,900			375,423
Depreciation and amortization		2,768,427			328,052			723,445
Corporate general and administrative:
Stock-based compensation		605,061			228,215			—
Other corporate and administrative		2,488,587			717,076			—
Total Operating Expenses		27,457,738			3,788,323			5,476,169
OPERATING INCOME (LOSS)		3,878,684			(379,179	)		665,242
Interest income		115,850			100,487			5,951
Interest expense		(2,986,713	)		(73,333	)		(1,474,082	)
Amortization of loan costs		(569,730	)		(11,716	)		(93,198	)
Write-off of loan costs		(1,633,369	)		—			—
LOSS BEFORE INCOME TAXES AND MINORITY INTEREST		(1,195,278	)		(363,741	)		(896,087	)
Provision for income taxes		(530,476	)		—			—
Minority interest		335,227			65,583			—
NET LOSS	$	(1,390,527	)	$	(298,158	)	$	(896,087	)
Net Loss Available To Common Shareholders:
Basic	$	(0.06	)	$	(0.01	)
Fully diluted	$	(0.06	)	$	(0.01	)
Weighted Average Common Shares Outstanding:
Basic		25,130,651			23,544,987
Fully diluted		30,996,692			23,544,987

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AHT Announces Third Quarter Results
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November 10, 2004

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(Unaudited)

	The Company			The Company			The Predecessor
	Nine Months			Period From			Period From
	Ended			August 29, 2003 to			January 1, 2003 to
	September 30, 2004			September 30, 2003			August 28, 2003
REVENUE
Rooms	$	59,991,874		$	2,764,856		$	19,688,349
Food and beverage		8,176,507			463,125			3,629,807
Other		2,366,860			70,572			681,656
Total hotel revenue		70,535,241			3,298,553			23,999,812
Interest income from notes receivable		4,946,547			—			—
Asset management fees from related parties		1,000,033			110,591			—
Total Revenue		76,481,821			3,409,144			23,999,812
EXPENSES
Hotel operating expenses
Rooms		13,595,603			632,740			4,511,632
Food and beverage		6,229,246			373,313			2,801,002
Other direct		1,334,411			76,130			498,085
Indirect		23,361,370			1,084,900			8,687,362
Management fees		2,191,532			98,997			718,408
Total hotel expenses		46,712,162			2,266,080			17,216,489
Property taxes, insurance, and other		4,928,028			248,900			1,600,082
Depreciation and amortization		6,727,667			328,052			2,915,777
Corporate general and administrative:
Stock-based compensation		1,792,069			228,215			—
Other corporate and administrative		6,909,195			717,076			—
Total Operating Expenses		67,069,121			3,788,323			21,732,348
OPERATING INCOME (LOSS)		9,412,700			(379,179	)		2,267,464
Interest income		247,087			100,487			22,800
Interest expense		(5,397,125	)		(73,333	)		(4,225,289	)
Amortization of loan costs		(919,041	)		(11,716	)		(357,857	)
Write-off of loan costs		(1,633,369	)		—			—
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST		1,710,252			(363,741	)		(2,292,882	)
Provision for income taxes		(687,176	)		—			—
Minority interest		(165,037	)		65,583			—
NET INCOME (LOSS)	$	858,039		$	(298,158	)	$	(2,292,882	)
Net Income (Loss) Available To Common Shareholders:
Basic	$	0.03		$	(0.01	)
Fully diluted	$	0.03		$	(0.01	)
Weighted Average Common Shares Outstanding:
Basic		25,066,981			23,544,987
Fully diluted		30,829,818			23,544,987

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AHT Announces Third Quarter Results
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November 10, 2004

ASHFORD HOSPITALITY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2004			2003
ASSETS
Investment in hotel properties, net	$	347,738,782		$	173,723,998
Cash and cash equivalents		92,344,154			76,254,052
Restricted cash		21,029,522			1,373,591
Accounts receivable, net of allowance of $51,337 and $19,408, respectively		4,473,071			1,534,843
Inventories		464,703			262,619
Notes receivable		90,552,800			10,000,000
Deferred costs, net		10,249,080			2,386,937
Prepaid expenses		1,834,236			1,577,628
Other assets		2,274,142			550,636
Due from affiliates		195,060			218,113
Total assets	$	571,155,550		$	267,882,417
LIABILITIES AND OWNERS’ EQUITY
Indebtedness	$	286,422,168		$	50,201,779
Capital leases payable		369,927			456,869
Accounts payable		5,690,010			2,127,611
Accrued expenses		10,074,102			4,572,594
Other liabilities		208,313			—
Dividends payable		4,467,172			—
Deferred income		519,872			—
Due to affiliates		1,026,910			584,643
Total liabilities		308,778,474			57,943,496
Minority interest		40,128,755			37,646,673
Commitments and contingencies
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 2,300,000 issued and outstanding at September 30, 2004		23,000			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 25,810,447 and 25,730,047 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively		258,104			257,300
Additional paid-in capital		235,124,140			179,226,668
Unearned compensation		(4,542,279	)		(5,564,401	)
Accumulated other comprehensive loss		(102,831	)		—
Accumulated deficit		(8,511,813	)		(1,627,319	)
Total owners’ equity		222,248,321			172,292,248
Total liabilities and owners’ equity	$	571,155,550		$	267,882,417

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AHT Announces Third Quarter Results
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November 10, 2004

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
KEY PERFORMANCE INDICATORS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Consolidated (Pro Forma)
Room revenues	$	29,414,869		$	28,450,169		$	84,763,854		$	82,276,955
RevPar	$	71.99		$	69.66		$	69.68		$	67.89
Occupancy		74.17	%		74.72	%		72.16	%		72.88	%
ADR	$	97.06		$	93.23		$	96.56		$	93.15

NOTE: The above pro forma tables include the original six hotel properties and assume the 26 hotel properties acquired since the Company’s formation in August 2003 were owned as of the beginning of the periods presented.

Hotels Not Under Renovation (Pro Forma)
Room revenues	$	23,260,033		$	21,793,437		$	67,315,756		$	63,271,310
RevPar	$	72.67		$	68.13		$	70.64		$	66.66
Occupancy		76.25	%		75.37	%		74.07	%		73.23	%
ADR	$	95.31		$	90.40		$	95.37		$	91.03

NOTE: The above pro forma tables include the original six hotel properties and assume the 21 not-under-renovation hotel properties acquired since the Company’s formation in August 2003 were owned as of the beginning of the periods presented.

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
FFO
(Unaudited)

	The Company			The Company			The Predecessor
	Three Months			Period From			Period From
	Ended			August 29, 2003 to			July 1, 2003 to
	September 30, 2004			September 30, 2003			August 28, 2003
Net loss	$	(1,390,527	)	$	(298,158	)	$	(896,087	)
Plus real estate depreciation and amortization		2,751,286			328,052			723,445
Remove minority interest		(335,227	)		65,583			—
Gross FFO	$	1,025,532		$	95,477		$	(172,642	)
Fully diluted weighted average shares outstanding		30,996,692			23,544,987		NA
Gross FFO per fully diluted share	$	0.03		$	0.00		NA

	The Company		The Company			The Predecessor
	Nine Months		Period From			Period From
	Ended		August 29, 2003 to			January 1, 2003 to
	September 30, 2004		September 30, 2003			August 28, 2003
Net income (loss)	$	858,039	$	(298,158	)	$	(2,292,882	)
Plus real estate depreciation and amortization		6,691,446		328,052			2,915,777
Remove minority interest		165,037		65,583			—
Gross FFO	$	7,714,522	$	95,477		$	622,895
Fully diluted weighted average shares outstanding		30,829,818		23,544,987		NA
Gross FFO per fully diluted share	$	0.25	$	0.00		NA

NOTE: For both the three and nine months ended September 30, 2004, FFO has not been adjusted to add back the non-recurring write-off of loan costs of approximately $1.6 million, which is included in net income (loss).

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AHT Announces Third Quarter Results
Page 10
November 10, 2004

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
EBITDA
(Unaudited)

	The Company			The Company			The Predecessor
	Three Months			Period From			Period From
	Ended			August 29, 2003 to			July 1, 2003 to
	September 30, 2004			September 30, 2003			August 28, 2003
Net loss	$	(1,390,527	)	$	(298,158	)	$	(896,087	)
Add back:
Interest income		115,850			100,487			5,951
Interest expense and amortization of loan costs		(3,556,443	)		(85,049	)		(1,567,280	)
Minority interest		335,227			65,583			—
Depreciation and amortization		(2,768,427	)		(328,052	)		(723,445	)
Provision for income taxes		(530,476	)		—			—
		(6,404,269	)		(247,031	)		(2,284,774	)
Gross EBITDA	$	5,013,742		$	(51,127	)	$	1,388,687

	The Company			The Company			The Predecessor
	Nine Months			Period From			Period From
	Ended			August 29, 2003 to			January 1, 2003 to
	September 30, 2004			September 30, 2003			August 28, 2003
Net income (loss)	$	858,039		$	(298,158	)	$	(2,292,882	)
Add back:
Interest income		247,087			100,487			22,800
Interest expense and amortization of loan costs		(6,316,166	)		(85,049	)		(4,583,146	)
Minority interest		(165,037	)		65,583			—
Depreciation and amortization		(6,727,667	)		(328,052	)		(2,915,777	)
Provision for income taxes		(687,176	)		—			—
		(13,648,959	)		(247,031	)		(7,476,123	)
Gross EBITDA	$	14,506,998		$	(51,127	)	$	5,183,241

NOTE: For both the three and nine months ended September 30, 2004, EBITDA has not been adjusted to add back the non-recurring write-off of loan costs of approximately $1.6 million, which is included in net income (loss).

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AHT Announces Third Quarter Results
Page 11
November 10, 2004

ASHFORD HOSPITALITY TRUST, INC. AND PREDECESSOR
HOTEL OPERATING PROFIT
(Unaudited)

	The Company		Company & Predecessor		The Company		Company & Predecessor
	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30, 2004		September 30, 2003		September 30, 2004		September 30, 2003
REVENUE
Rooms	$	29,414,869	$	28,450,169	$	84,763,854	$	82,276,955
Food and beverage		3,104,387		3,443,846		10,965,007		11,024,994
Other		1,139,040		1,189,371		3,245,464		3,259,942
Total hotel revenue		33,658,296		33,083,386		98,974,325		96,561,891
EXPENSES
Hotel operating expenses Rooms		6,409,984		5,977,150		17,743,489		17,130,491
Food and beverage		2,704,219		2,963,097		8,552,875		8,998,175
Other direct		673,061		910,785		1,989,304		2,167,630
Indirect		11,146,726		11,475,146		32,200,607		32,315,468
Management fees		1,175,367		1,173,623		3,608,531		3,432,977
Total hotel operating expenses		22,109,357		22,499,801		64,094,806		64,044,741
Property taxes, insurance, and other		2,479,786		1,695,054		6,172,271		5,409,080
HOTEL OPERATING INCOME	$	9,069,153	$	8,888,531	$	28,707,248	$	27,108,070

NOTE: The above pro forma tables assume the twenty-six hotel properties acquired since the Company’s formation in August 2003 were owned as of the beginning of the periods presented. In addition, the results for the three and nine months ended September 30, 2004 include approximately $1.0 million of insurance losses related to property damage and business interruption, primarily associated with the four hurricanes in Florida during August and September.

ASHFORD HOSPITALITY TRUST, INC.
Adjusted FFO and CAD
(Unaudited)

	Adjusted FFO						Adjusted CAD
	Three Months						Three Months
	Ended						Ended
	September 30, 2004						September 30, 2004
				(per share)						(per share)
Net loss	$	(1,390,527	)				$	(1,390,527	)
Plus real estate depreciation and amortization		2,751,286			0.09			2,751,286			0.09
Remove minority interest		(335,227	)		(0.01	)		(335,227	)		(0.01	)
Plus stock-based compensation		—			0.00			605,061			0.02
Plus amortization of loan costs		—			0.00			569,730			0.02
Plus income tax provision over payments made		—			0.00			255,476			0.01
Less capital improvements reserve		—			0.00			(947,131	)		(0.03	)
Write-off of loan costs		—			0.00			1,633,369			0.05
FFO and CAD, respectively	$	1,025,532		$	0.03		$	3,142,037		$	0.10
Adjustments:
Write-off of loan costs		1,633,369			0.05			—			0.00
Insurance impact		1,000,000			0.03			1,000,000			0.03
Adjusted FFO and CAD, respectively	$	3,658,901		$	0.12		$	4,142,037		$	0.13

-END-

EX-99.46

Exhibit 99.46

ASHFORD HOSPITALITY TRUST, INC.
Third Quarter 2004 Conference Call
November 11, 2004
10:00 a.m. C.S.T.
 

Introductory Comments — Tripp Sullivan

Good morning and welcome to this Ashford Hospitality Trust conference call to review the Company’s results for the third quarter of 2004. On the call this morning will be Monty Bennett, president and chief executive officer, Doug Kessler, chief operating officer and head of acquisitions and David Kimichik, chief financial officer and head of asset management. The results as well as notice of the accessibility of this conference call on a listen-only basis over the Internet were released yesterday evening in a press release that has been covered by the financial media.

As we start, let me express that certain statements and assumptions in this conference call contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford’s control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the section entitled “Risk Factors” in Ashford’s Registration Statement on Form S-3, and from time to time, in Ashford’s other filings with the Securities and Exchange Commission.

The forward-looking statements included in this conference call are only made as of the date of this call. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

I will now turn the call over to Monty Bennett. Please go ahead, Monty.

Introduction — Monty Bennett

Good Morning. Today we would like to discuss our operating performance for the quarter, update you on our investment activity, provide an assessment on the current state of the lodging market, and share with you our investment pipeline.

We had a very busy and successful quarter. During the quarter, we increased our asset base substantially while securing some very favorable financing. As we have assembled our portfolio, there has been and probably will continue to be a bit of noise in our numbers.

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However, once you look past the surface, RevPar growth and hotel operating profits show some very favorable trends.

While David Kimichik will provide the details, I would like to highlight a few items regarding our third quarter operating performance. Our reported FFO of 3 cents per share and CAD of 10 cents per share are both deceptively low, in my opinion. After adjusting for the expensing of loan costs and the effect of casualty losses, FFO and CAD would rise to 12 cents and 13 cents respectively. In comparing our numbers to street forecasts, seasonality had a major impact. As far as we can tell, the street estimated that approximately 32% of the income from our direct hotel investments would be produced in the 3^rd quarter, which is not an unreasonable assumption. However, now that we have completed our initial investment acquisition target of $500M-$600M, we can say that historically our assets produced only 25% of their annual income in the 3^rd quarter. This difference accounts for 5 cents of FFO and 5 cents of CAD. For your future reference, these assets historically have produced 20 percent of their annual income in the 4^th quarter, which I believe is closer to the streets’ estimates.

Regarding the assets themselves, RevPar for our hotels not under renovation was up 6.7% for the quarter year over year. Including those hotels under renovation, Revpar was up 3.3%. Further, hotel-level operating profit for all hotels rose by 2% on a pro forma basis, and if it were not for the Hurricanes and the fire we experienced at one asset, Hotel profit would have been up over 13%, year over year despite the ownership changes, management changes, and renovations which all can be very disruptive. These fundamental metrics of RevPar and hotel level operating profit show that our asset base is solid. Also, our first mortgage and mezzanine loan portfolio currently yields over 11%, unleveraged.

Significantly, we reached our target of $500M-$600M in invested capital by our one year anniversary. Transactions closed or announced in the quarter include a $17 million full service Sheraton in North Philadelphia, a $62 million portfolio of select service hotels in the midwest, a $26 million portfolio of select service hotels in the greater Atlanta area, and the $81M, 654 room full service Hyatt Orange County. We also added to our loan portfolio with the $11M mezzanine loan on the Westin Westminster and the $15 million first mortgage and mezzanine loan on the Hotel Teatro in Denver.

We paid a dividend of 14 cents per share in the third quarter. Based upon our closing price as of yesterday, this equates to a 5.7% annual yield which is one of the highest in the hotel REIT industry and doubly significant for a growth platform such as Ashford. In short, Ashford remains on plan and on target building its solid diversified lodging portfolio.

I will now turn the call over to David Kimichik.

Financial Review — David Kimichik

Good Morning, I will discuss some of our financial highlights for the quarter.

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During the quarter we reported a net loss of $1,390,000 or 6 cents per share; FFO of $1.025M or 3 cents per share; and EBITDA of $5.013M.

Included in these results are a couple of one time events worthy of noting. First, the numbers include an expense of $1.6M, or 5 cents per share, for the write-off of deferred loan costs in connection with the $210M term loan refinancing completed in the quarter. Additionally for the quarter the company expensed $570K, or 2 cents per share for the amortization of deferred loan costs. On a go forward basis, assuming no further financings, the run rate for these costs should be approximately $1M per quarter. This is a bit larger than typical due to the short initial period on the $210M loan.

Second, as the result of hurricanes in Florida and a small fire at the Covington hotel, we estimate there was a $1M, or 3 cents per share, impact to operating profit during the quarter. These expenses are isolated to the third quarter and are comprised of uninsured losses or deductibles on insurance coverage as well as lost revenue. All rooms affected by these events have been returned to service. Although not included in our numbers, we anticipate that we should be able to recoup some of the lost revenue through a business interruption settlement under our insurance coverage but we can not predict when that settlement will take place.

Additionally, one of the more significant impacts to forecasting our results is estimating the seasonality of our annual yields. We believe the street forecasted between 30-32% of our annual income would occur in the third quarter. Now that we have reached our initial investment target and have analyzed the historical performance of our portfolio and its historical performance, we estimate that the third quarter will attribute approximately 25% of our annual yield. The impact of the actual 25% versus 32% is more than a 5 cents per share difference for the quarter. Based upon historical results, the combined direct hotel portfolio has operated seasonally as follows: 25% of the income in the first quarter, 30% in the second quarter, 25% in the third quarter and 20% in the fourth quarter.

As of September 30, 2004, the company had total assets of $571M including $113M of cash. This is up from total assets of $358M at the end of the second quarter. We are very pleased to report that we increased total assets by $213M during the third quarter.

This increase is the result of an increase in investments in direct hotel ownership of $107M, a net increase of $19M in loan investments, and an increase in cash of $81M from our preferred stock sale and the refinancing activities that occurred in September. Currently, we have a total cash balance including restricted cash of approximately $40M.

As of September 30, 2004, we had $286M of mortgage debt, leaving the debt to total assets ratio at 50% at the end of the third quarter. Of our debt, 44% is fixed rate and 56% is floating rate. Our blended interest cost is approximately 4.8%. In addition, $105M of our $160M of floating debt contains an interest rate cap and $33M of our floating debt is naturally hedged by virtue of being secured by a portion of our floating rate mezzanine loan portfolio. It is important to note that 93% of our debt as of quarter end is either fixed, capped or hedged.

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Currently we have 25.8M common shares outstanding, 2.3M preferred shares outstanding and 6.1M common OP units issued. Fully diluted shares total 31.9M.

As of September 30, 2004, we owned 32 hotels comprised of 4,441 guestrooms. Additionally, in the month of October we purchased the 654 room Hyatt Orange County hotel.

We currently have agreements for property management with 6 different companies. Remington Hospitality and Lodging manages 14 of our properties, Noble manages four of our properties, Day Hospitality manages four of our properties, Dunn Hospitality manages nine of our properties and Buccini/Pollin and Hyatt Hotel Corp. each manage one of our properties.

As of September 30, 2004, we owned a position in seven mezzanine and first mortgage loans with total principal outstanding of $90M. The total loan portfolio produces an average yield of 11.4% and following the anticipated sale of the Teatro first mortgage the mezzanine loans will produce an average unleveraged yield of approximately 12.2%. Our loan balances reflect a $7.2 million repayment received during the quarter when two of the 17 assets in our $25 million portfolio mezzanine loan were sold.

RevPar for the entire portfolio was up 3.3% during the third quarter as compared to third quarter ‘03 and for the hotels not under renovation, which is all but five hotels, the revpar was up 6.7%. The majority of this increase is due to a 5.4% growth in our Average Daily Rate.

Hotel operating profit for the entire portfolio was up approximately $180,000 for the quarter when compared to third quarter ‘03, which includes the result of the previously mentioned insurance impact, as well as the impact from the disruption related to renovation activity. After giving effect to that $1M impact from the hurricanes and fire, hotel operating profit would have been up 13%, which is in excess of the 10% increase in hotel operating profit we reported in the second quarter.

Finally, for the third quarter we reported CAD of $3,142,000, or 10 cents per share, and announced a dividend of 14 cents per share. Dividends year to date for the first three quarters of the year equal 30 cents per share and represent a 93% payout rate on our year to date CAD. Without the impact of the insurance effect our dividend payout rate would have been 85% of CAD.

I would now like to turn it over to Doug Kessler to discuss our ongoing investment plan.

Investment Highlights — Douglas Kessler

Thank you, David, and good morning. From our vantage point, we see hotel investment and financing activity at one of the highest levels in recent memory. With this high transaction volume, we would like to share our views with you on the following topics: Is Ashford getting its fair share of these deals? Are Ashford’s yields still achievable? Will this investment opportunity continue well into the next year? And finally, will this mean continued growth of Ashford given its diverse investment platform? The answer for each of these questions is “yes.”

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We are clearly getting our share of the transactions we want, at the terms we believe make sense, and that are consistent with our overall investment philosophy. We believe we see virtually every deal in the market, and given our diverse investment objectives we are frequently able to consider either debt or equity investment alternatives on the same deal. Our strategy remains disciplined and selective into what we invest our shareholders’ capital. Our transaction pace has been high; our yields even higher; and our pipeline strong.

The 3^rd quarter was our most active with $585 million invested to date. Since the end of the 2nd quarter, we have closed or announced $202 million of direct investments and $26 million of mezzanine or first mortgage investments. The diversity of our investments since our last call clearly indicates our conscientious strategy to find for our shareholders the best yielding, long-term opportunities in lodging across a wide investment spectrum.

Here are a couple of recent examples of our unique sourcing and structuring efforts. We pre-empted a full marketing effort of the 654-room Hyatt Orange County and closed on this hotel with a seller we had done business with in the past. We acquired this $81 million hotel at a favorable valuation per key of $125,000 and at an un-leveraged first-year EBITDA yield of 9.8% and an NOI capitalization rate of 8.2%. We expect this asset to be a significant contributor to 2005 earnings following the room renovation that is underway. The $15 million loan on the boutique Hotel Teatro originally started as a request by the borrower for development financing, but evolved into refinancing an existing property once the borrower gained an appreciation for our competitive terms, flexibility, and timing. We provided a loan at LIBOR plus 565 basis points. The unique feature for Ashford on this transaction is that we originated a whole loan, inclusive of the first mortgage and the mezzanine. The strategy is to sell off the first mortgage enabling Ashford to keep a higher yielding mezzanine loan at a rate in excess of 1,100 basis points over LIBOR. We will continue to be creative in ways to maximize opportunities for returns on our shareholders capital.

Our targeted allocation for direct hotel investments has increased to 70-90% based upon opportunities we are seeing in the market and where we believe the lodging cycle is currently. Direct hotels comprise 85% of the portfolio. We remain committed to diversifying the portfolio with mezzanine loan investments. To that end, we will continue to target mezzanine loans in the range of 10% to 30% of our overall asset base.

We are extremely pleased with the yields we have obtained on investments since the IPO. In terms of direct hotel investments, our investment yields are at the high end of our stated range, with trailing 12-month EBITDA yields averaging 10.5% on acquisitions since the IPO. The original target for direct hotel investments was a range of 9.5%-10.5%. The mezzanine investments with a 12.2% average unleveraged yield exceed our targeted range of 11%-12%.

Our investment strategy remains on track with having a diversified platform. We overweight capital in those hotel investments with the best returns and underweight in other parts of the capital structure or hotel segment for balance. We now have 33 direct hotel investments containing over 5000 rooms across 12 brands and one independent. Over 59% of the portfolio is

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in the full service segment, 33% in the select service segment, and 7% in the extended stay segment. Approximately 45% of our rooms are Hilton branded, 26% are Marriott branded, and 13% are Hyatt branded, with the rest being a variety of other brands. Our portfolio consists of some of the highest forecast RevPAR growth segments with 51% of our portfolio upper-upscale and 33% upscale. Our direct hotels are diversified by geography, market location, and demand generators. In terms of total rooms, 27% is in the South Atlantic region, 21% in the Midwest, 13% in the Pacific region, 12% in the Northeast, 11% in the Southeast, 11% in the Mountain Region, and 6% in the West South Central Region. We have also diversified our property management by keeping six different existing management companies in place under performance contracts. We believe that this diversification, which is different from many of our peers, optimizes shareholder returns and enables our management team to avoid being “boxed-in” when it comes to finding the best investments for our capital.

Now, let’s turn to our mezzanine strategy. Our closed mezzanine loans have initial unleveraged yields that average 11%-15%. We continue to see financing opportunities consistent with our targeted range. To date, our pricing is based upon a grid with the minimum spread above LIBOR of 900 basis points for mezzanine loans. The loan portfolio consists of 21 different hotels containing over 7000 rooms across seven different brands and two independents. The portfolio consists of 100% full-service, upper-upscale hotels that are geographically dispersed mainly throughout the New England, Mid-Atlantic, and Mountain regions.

Clearly, the level of transaction volume and competitive nature of the market today have not hampered our ability to achieve our targeted returns. As demonstrated by the volume of loans completed to date, we are rapidly becoming a recognized mezz lender in the industry and are contacted directly by brokers, borrowers and first mortgage providers. We have established relationships with leading real estate lenders who have experienced the benefits of teaming up with Ashford. We are also able to source a growing number of transactions without having to bid on them in the open market. This is an advantage we have enjoyed and will remain a priority for us as we move forward to 2005.

It is worth noting that we have been, and should continue to be, active in financing our assets in ways that find the most cost effective source of debt capital. For example, during the 3^rd quarter we completed a $210 million financing of a pool of 25 hotels that we owned or just acquired. After having run a very competitive bid process and persistent negotiations on our part, we obtained very favorable pricing at 195 basis points over LIBOR. We believe this pricing for the amount of leverage and asset types set a new benchmark for the industry and have not seen a deal quite like this among our peers. We also negotiated very flexible terms on items such as extension rights and prepayment. Lastly, we also worked with our existing lenders to revise our credit facility, having recognized a more competitive marketplace. Even though our facility was relatively new, we negotiated a reduction in spread from 325 over LIBOR to a range of 200-230 basis points over LIBOR depending upon coverage. Our management team has diverse lender relations and our shareholders should benefit from this.

All indicators show that we should continue to benefit from our strategy into 2005. Given our diversified investment platform, we do not have to time the markets exactly — although we have

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proven adept at that in the past — in order to generate strong returns. We have the capability of moving in and out of all four investment types in the lodging cycle — direct investment, mezz, first mortgage and sale-leasebacks. We have already proven we can accretively invest in the first three investment types and have the flexibility within our capital structure to facilitate these transitions — something that not many of our competitors can claim.

I will now turn the call back to Monty for some brief concluding remarks.

Concluding Remarks — Monty Bennett

After the first quarter of this year, we paid a 6 cent dividend. After the second quarter, a 10 cent dividend, and most recently, a 14 cent dividend after the end of the 3^rd quarter. We have been asked what our dividend will look like for the 4^th quarter and beyond. Thus far, we have indicated that we intend to increase the dividend further, and we still have that intention, over the next few quarters.

We have also indicated that it has been our objective to pay out between 80-85% of CAD in the form of dividends. For the first three quarters, our dividends have totaled $.30, while CAD has totaled $.32. This has put our payout ratio to 93% year to date. Seasonally, the fourth quarter produces lower earnings, and therefore lower CAD, than some of the other quarters. Regardless, for the fourth quarter, we intend to pay a dividend of 14 cents and possibly higher.

Our investment pipeline remains at approximately $200M which includes assets under contract, letter of intent, or under negotiation. Historically, some of these opportunities have moved forward, while others have fallen out although replaced by new opportunities. Last quarter at this time, with a pipeline of approximately the same size, we closed approximately $100M of acquisitions. Without raising further common or preferred equity, we still have $130M of dry powder for these future acquisitions.

Because of our newness to some of these assets, and the continued noise in our numbers, we are not in a position to provide earnings guidance at this time. As time moves forward, we will reevaluate our position.

Investing in Ashford is one of the best opportunities in the marketplace to take advantage of what many pundits believe is one of the most attractive investment areas in real estate: hospitality. Our experience, track record, and our diversified platform will continue to set us apart.

That covers our prepared remarks. We will now be happy to answer any questions you may have.

Ending — Monty Bennett

Thank you for your participation today and your interest in Ashford Hospitality Trust. We look forward to speaking with you again on our fourth quarter conference call.