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): March 9, 2005

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-31775	86-1062192
(State of Incorporation)	(Commission File Number)	(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:

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))

TABLE OF CONTENTS

Press Release, dated March 9, 2005

Press Release, dated March 10, 2005

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 9, 2005, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1. On March 10, 2005, the Company held an earnings conference call for its fourth quarter ended December 31, 2004. A copy of the conference call transcript is attached hereto as Exhibit 99.2.

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 7.01 REGULATION FD DISCLOSURE

On March 9, 2005, the Company issued a press release announcing that its Board of Directors declared a cash dividend for its first quarter ended March 31, 2005, of approximately $0.16 per diluted share, payable April 15, 2005, for common shareholders and units of limited partnership of record on March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

99.1	Fourth Quarter 2004 Earnings Press Release of the Company, dated March 9, 2005.
99.2	Fourth Quarter 2004 Earnings Conference Call Transcript of the Company, dated March 10, 2005.

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: March 10, 2005

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

EX-99.1

Exhibit 99.1

NEWS RELEASE

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

ASHFORD HOSPITALITY TRUST REPORTS FOURTH QUARTER RESULTS
AND INCREASES COMMON DIVIDEND TO $0.16 PER SHARE

DALLAS — (March 9, 2005) ? Ashford Hospitality Trust, Inc. (NYSE: AHT), a hotel real estate investment trust focused exclusively on the hospitality industry, today reported results for the fourth quarter and year ended December 31, 2004. The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

HIGHLIGHTS

à	Completed or announced investments reach $890 million
à	Increased common dividend for fifth consecutive quarter to $0.16 per share
à	Increased fourth quarter RevPAR by 8.9% for hotels not under renovation
à	Increased fourth quarter hotel operating profit by 14.6%
à	Completed follow-on common stock offering, raising $94.3 million in net proceeds
à	Arranged $75 million Series B preferred stock commitment
à	Announced agreement to acquire 21-hotel portfolio for $250 million

Reporting Basis

The financial results presented below and in the accompanying financial tables include the results of the Company for the fourth quarter and year ended December 31, 2004, the results of the Company since its formation on August 29, 2003 through December 31, 2003, and the results of the Predecessor prior to August 29, 2003.

Financial Results

Total revenue for the fourth quarter ended December 31, 2004, increased 172.0% to $40,443,000 from $14,870,000 for the fourth quarter ended December 31, 2003. The Company reported a net loss of $794,000, or $0.03 per diluted share, compared with a net loss of $1,329,000 in the prior-year period. Funds from operations (FFO, as defined by NAREIT) was $3,364,000, or $0.11 per diluted share, compared with $52,000 for the fourth quarter of 2003. EBITDA, which represents Earnings before Interest, Income Taxes, Depreciation, and Amortization, increased to $9,402,000 compared with $362,000 in the prior-year period. CAD, which represents Cash Available for Distribution, equaled $3,495,000 or $0.11 per diluted share.

Total revenue for the year ended December 31, 2004, increased 176.6% to $116,925,000 from $42,279,000 for the combined year ended December 31, 2003. The Company reported net income of $64,000, or $0.00 per diluted share, for 2004 compared with a combined net loss of $3,920,000 in the prior year. FFO was $11,078,000, or $0.36 per diluted share, for 2004 compared with $653,000 for the combined prior year. EBITDA increased 334.1% to $23,909,000 for 2004 compared with $5,508,000 for the combined prior year. Results for 2004 include charges of $1.6 million, or $0.05 per diluted share, related to write-off of loan costs.

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

AHT Announces Fourth Quarter Results
Page 2
March 9, 2005

Monty Bennett, President and CEO, commented, “We are very pleased with the operating performance of our portfolio as evidenced by the continued improvement in RevPAR at our hotels not under renovation. Although we have posted solid growth in RevPAR, we do not believe our properties have fully reflected the positive benefit from completed renovations and changes in management. A more telling statistic is the 279-basis-point improvement in same property hotel operating profit during the fourth quarter, which more closely reflects the emphasis we place on improving operating margins and controlling expenses at the property level. With certain capital improvements now in place or close to completion at many of the properties acquired subsequent to our IPO, we expect to show improved RevPAR penetration within our markets in 2005.

“The fourth quarter was another active one for us in terms of acquisitions and financing transactions. We closed or announced a total of $331 million in acquisitions in the quarter and are already off to a strong start in the first quarter with another new hotel acquisition and a high profile mezzanine loan origination. We have also enhanced our capital base and investment capacity with a $75 million private placement arrangement with Security Capital and a follow-on offering of common stock that raised $94.3 million in net proceeds.”

Operating Results – Direct Hotel Investments

As of December 31, 2004, the Company had a portfolio of direct hotel investments consisting of 33 properties. During the quarter three of the acquired hotels were undergoing significant renovations. The Company believes reporting its operating metrics on a pro forma 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 (33 properties)

RevPAR for the fourth quarter of 2004 increased 5.1% over the same period in 2003 to $63.61 from $60.52 due to a 2.5% increase in ADR to $95.87 and a 167-basis point increase in occupancy to 66.35%.

Hotels Not Under Renovation (30 properties)

RevPAR for the fourth quarter of 2004 increased 8.9% over the same period in 2003 to $65.46 from $60.09 due to a 4.4% increase in ADR to $95.27 and a 285-basis point increase in occupancy to 68.71%.

Hotel Operating Profit

Total hotel operating profit for the three months ended December 31, 2004, increased 14.6% to $10,118,000 from $8,827,000 for the period ended December 31, 2003. Total hotel operating profit for the year ended December 31, 2004, increased 6.4% to $42,979,000 from $40,392,000 for the period ended December 31, 2003.

Operating Results-First Mortgage and Mezzanine Investments

As of December 31, 2004, the Company had a $79.7 million mezzanine and first mortgage loan portfolio across 20 hotel properties. The loan portfolio weighted average interest rate is 13.04%. During December 2004, the Company sold its $10 million first mortgage on the Hotel Teatro in Denver with an interest rate of LIBOR plus 280 basis points at its par value.

Balance Sheet and Financing Transactions

As of December 31, 2004, the Company had approximately $301 million of mortgage debt outstanding at a weighted average interest rate of 5.1%.

At December 31, 2004, the Company’s net debt, defined as total debt less unrestricted cash, to total enterprise value, defined as net debt plus the market value of all common shares, preferred shares and operating partnership units outstanding (other than units owned by the REIT), was 38% based upon the Company’s closing stock price of $10.87.

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AHT Announces Fourth Quarter Results
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March 9, 2005

On December 30, 2004, the Company issued 993,049 shares of Series B-1 preferred stock at $10.07 per share to Security Capital, generating proceeds of approximately $10.0 million.

Subsequent to year end, the Company issued 10,350,000 shares of common stock at $9.62 per share, including 1,350,000 shares sold pursuant to an over-allotment option, for net proceeds after expenses of approximately $94.3 million. Additionally the Company has an agreement in place pursuant to this offering to sell subject to certain conditions an additional 2,070,000 shares of common stock to Security Capital.

Fourth Quarter Investment Activity

On October 1, 2004, the Company acquired the 654-room Hyatt Orange County hotel in Anaheim, CA, for approximately $81.0 million in cash, inclusive of the seller’s commitment to fund a $6.0 million renovation completed in December 2004. Annualized revenue of the hotel is approximately $27.8 million.

On December 27, 2005, the Company announced a definitive agreement to acquire a portfolio of 21 hotels for $250 million in total consideration, including $35 million in cash, $164.7 million in assumed mortgage debt, and approximately $50.3 million in operating partnership units of the Company. Annualized revenue of these 21 properties is approximately $114.9 million. The Company expects this acquisition to close by March 31, 2005.

Subsequent Investment Activity

On January 20, 2005, the Company sold the 56,000-square-foot office building located adjacent to its Sheraton Bucks County hotel in suburban Philadelphia for approximately $2.9 million net of closing costs.

On February 8, 2005, the Company originated a mezzanine loan of $8.0 million with an interest rate of 912.5 basis points over LIBOR, maturing February 2007 with three one-year extension options. The loan is secured by the 163-room Viceroy Santa Monica in Santa Monica, CA.

On March 9, 2005, the Company announced a definitive agreement to acquire the 157-room Hilton Santa Fe in Santa Fe, NM, for $18.2 million in cash. Annualized revenue of this property is approximately $7.7 million. The Company intends to invest $2.5 million in capital improvements to the property. The Company expects to close the acquisition in March 2005.

First Quarter Dividend Increase

The Company also announced that the Board of Directors has declared an increase in its common stock dividend for the fifth consecutive quarter. The quarterly dividend of $0.16 per common share, which equates to an annualized dividend of $0.64 per share, is payable on April 15, 2005, to shareholders of record on March 31, 2005. On an annualized basis the dividend equates to a 6.4% dividend yield based on the Company’s closing price on March 9, 2005.

Outlook

Mr. Bennett concluded, “We are very encouraged by the favorable outlook projected for the hotel industry in 2005. This continued recovery is consistent with where we thought the industry would be when we originally developed our investment strategy. New supply continues to lag demand while group and corporate business is picking up, shifting the balance of pricing power to hotel owners. With the renovations we have completed in the last 12 months, the high-barrier-to-entry markets where we have established a presence, and the range of chain-scale segments in which we are diversified, we believe we are very well positioned to benefit from this environment and accelerate RevPAR growth in 2005.

“On the investment front, we continue to see an active pipeline. The acquisitions we have completed or announced in the last few months demonstrate our ability to pre-empt widely marketed deals and source

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AHT Announces Fourth Quarter Results
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March 9, 2005

both portfolio and one-off transactions that offer compelling growth opportunities. We also expect our hotel lending program to continue to gain momentum in 2005 as we capitalize on the growing demand for mezzanine and first mortgage loans and the increasing interest on the part of some owners for sale-leaseback transactions.”

Investor Conference Call and Simulcast

Ashford Hospitality Trust, Inc. will conduct a conference call at 11:00 a.m. eastern time on March 10, 2005, to discuss the fourth 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, 5673458.

The Company will also provide an online simulcast and rebroadcast of its fourth 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=1003093 on March 10, 2005, 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 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

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AHT Announces Fourth Quarter Results
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March 9, 2005

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 Fourth Quarter Results
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March 9, 2005

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

	The Company			The Company
	Quarter			Quarter
	Ended			Ended
	December 31, 2004			December 31, 2003
REVENUE
Rooms	$	29,806,437		$	12,229,711
Food and beverage		6,160,024			2,065,984
Other		1,555,761			437,222
Total hotel revenue		37,522,222			14,732,917
Interest income from notes receivable		2,602,898			110,000
Asset management fees from related parties		318,121			26,728
Total Revenue		40,443,241			14,869,645
EXPENSES
Hotel operating expenses
Rooms		7,312,245			2,968,725
Food and beverage		4,629,786			1,528,465
Other direct		815,993			326,406
Indirect		12,199,532			5,051,170
Management fees, including related parties		1,203,574			552,483
Total hotel expenses		26,161,130			10,427,249
Property taxes, insurance, and other		1,726,830			1,008,068
Depreciation and amortization		4,040,118			1,675,341
Corporate general and administrative:
Stock-based compensation		605,061			636,237
Other corporate and administrative		2,548,619			2,435,928
Total Operating Expenses		35,081,758			16,182,823
OPERATING INCOME (LOSS)		5,361,483			(1,313,178	)
Interest income		88,408			165,846
Interest expense		(3,820,252	)		(300,890	)
Amortization of loan costs		(964,800	)		(31,121	)
Write-off of loan costs		—			—
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST		664,839			(1,479,343	)
Benefit from (provision for) income taxes		28,903			(142,178	)
Minority interest		(132,574	)		292,360
NET INCOME (LOSS)		561,168			(1,329,161	)
Preferred dividends		1,355,250			—
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(794,082	)	$	(1,329,161	)
Net Loss Per Share Available To Common Shareholders:
Basic and Diluted	$	(0.03	)	$	(0.05	)
Weighted Average Common Shares Outstanding:
Basic and Diluted		25,280,502			25,015,730

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AHT Announces Fourth Quarter Results
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March 9, 2005

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

	The Company			The Company			The Predecessor
	Year			Period From			Period From
	Ended			August 29, 2003 to			January 1, 2003 to
	December 31, 2004			December 31, 2003			August 28, 2003
REVENUE
Rooms	$	89,798,311		$	14,994,567		$	19,688,349
Food and beverage		14,336,531			2,529,109			3,629,807
Other		3,922,621			507,794			681,656
Total hotel revenue		108,057,463			18,031,470			23,999,812
Interest income from notes receivable		7,549,445			110,000			—
Asset management fees from related parties		1,318,154			137,319			—
Total Revenue		116,925,062			18,278,789			23,999,812
EXPENSES
Hotel operating expenses
Rooms		20,907,848			3,601,465			4,511,632
Food and beverage		10,859,032			1,901,778			2,801,002
Other direct		2,150,404			402,536			498,085
Indirect		35,560,902			6,136,070			8,687,362
Management fees, including related parties		3,395,106			651,480			718,408
Total hotel expenses		72,873,292			12,693,329			17,216,489
Property taxes, insurance, and other		6,654,858			1,257,968			1,600,082
Depreciation and amortization		10,767,785			2,016,899			2,915,777
Corporate general and administrative:
Stock-based compensation		2,397,130			864,452			—
Other corporate and administrative		9,457,814			3,138,498			—
Total Operating Expenses		102,150,879			19,971,146			21,732,348
OPERATING INCOME (LOSS)		14,774,183			(1,692,357	)		2,267,464
Interest income		335,495			266,333			22,800
Interest expense		(9,217,377	)		(374,223	)		(4,225,289	)
Amortization of loan costs		(1,883,841	)		(42,837	)		(357,857	)
Write-off of loan costs		(1,633,369	)		—			—
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST		2,375,091			(1,843,084	)		(2,292,882	)
Provision for income taxes		(658,273	)		(142,178	)		—
Minority interest		(297,611	)		357,943			—
NET INCOME (LOSS)		1,419,207			(1,627,319	)		(2,292,882	)
Preferred dividends		1,355,250			—			—
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	63,957		$	(1,627,319	)	$	(2,292,882	)
Net Income (Loss) Per Share Available To Common Shareholders:
Basic and Diluted	$	0.00		$	(0.07	)
Weighted Average Common Shares Outstanding:
Basic and Diluted		25,120,653			24,627,298

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AHT Announces Fourth Quarter Results
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March 9, 2005

ASHFORD HOSPITALITY TRUST, INC.
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2004			2003
ASSETS
Investment in hotel properties, net	$	427,005,476		$	173,723,998
Cash and cash equivalents		47,108,957			76,254,052
Restricted cash		14,058,776			1,373,591
Accounts receivable, net of allowance of $61,479 and $19,408, respectively		5,463,452			1,534,843
Inventories		611,807			262,619
Assets held for sale		2,881,912			—
Notes receivable		79,661,549			10,000,000
Deferred costs, net		9,389,506			2,386,937
Prepaid expenses		2,638,842			1,577,628
Other assets		6,676,776			550,636
Due from affiliates		447,784			218,113
Total assets	$	595,944,837		$	267,882,417
LIABILITIES AND OWNERS’ EQUITY
Indebtedness	$	300,754,194		$	50,201,779
Capital leases payable		312,584			456,869
Accounts payable		8,979,635			2,127,611
Accrued expenses		9,339,656			4,572,594
Other liabilities		90,334			—
Dividends payable		6,141,506			—
Deferred income		400,919			—
Due to affiliates		1,907,057			584,643
Total liabilities		327,925,885			57,943,496
Minority interest		39,346,641			37,646,673
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series B Cumulative Convertible Preferred Stock, 993,049 issued and outstanding at December 31, 2004		9,980,529			—
Commitments and contingencies		—			—
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series A Cumulative Preferred Stock, 2,300,000 issued and outstanding at December 31, 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 December 31, 2004 and 2003, respectively		258,104			257,300
Additional paid-in capital		234,993,015			179,226,668
Unearned compensation		(3,959,468	)		(5,564,401	)
Accumulated other comprehensive income		554,592			—
Accumulated deficit		(13,177,461	)		(1,627,319	)
Total owners’ equity		218,691,782			172,292,248
Total liabilities and owners’ equity	$	595,944,837		$	267,882,417

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AHT Announces Fourth Quarter Results
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March 9, 2005

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

ALL HOTELS:

	Quarter Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
Consolidated (Pro Forma)
Room revenues	$	29,806,431		$	28,356,825		$	126,421,946		$	121,923,336
RevPAR	$	63.61		$	60.52		$	67.82		$	65.59
Occupancy		66.35	%		64.68	%		70.34	%		69.76	%
ADR	$	95.87		$	93.57		$	96.42		$	94.02

NOTE: The above pro forma tables include the original six hotel properties and assume the 27 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:

	Quarter Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
Hotels Not Under Renovation (Pro Forma)
Room revenues	$	24,226,199		$	22,241,928		$	88,360,086		$	82,587,417
RevPAR	$	65.46		$	60.09		$	69.43		$	65.08
Occupancy		68.71	%		65.86	%		72.82	%		71.63	%
ADR	$	95.27		$	91.24		$	95.35		$	90.85

NOTE: The above pro forma tables include the original six hotel properties and assume hotel properties not under renovation acquired since the Company’s formation in August 2003 were owned as of the beginning of the periods presented. For the comparative quarterly periods, the above schedule includes 30 hotel properties not under renovation. For the comparative annual periods, the above schedule includes 27 hotel properties not under renovation.

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

	The Company			The Company
	Quarter			Quarter
	Ended			Ended
	December 31, 2004			December 31, 2003
Net income (loss) applicable to common shareholders	$	(794,082	)	$	(1,329,161	)
Add back dividend on redeemable preferred shares		3,310			—
Total	$	(790,772	)	$	(1,329,161	)
Plus real estate depreciation and amortization		4,022,100			1,673,616
Remove minority interest		132,574			(292,360	)
Gross FFO	$	3,363,902		$	52,095
Diluted weighted average shares outstanding		31,492,372			30,760,696
Gross FFO per diluted share	$	0.11		$	0.00

	The Company		The Company			The Predecessor
	Year		Period From			Period From
	Ended		August 29, 2003 to			January 1, 2003 to
	December 31, 2004		December 31, 2003			August 28, 2003
Net income (loss) applicable to common shareholders	$	63,957	$	(1,627,319	)	$	(2,292,882	)
Add back dividend on redeemable preferred shares		3,310		—			—
Total	$	67,267	$	(1,627,319	)	$	(2,292,882	)
Plus real estate depreciation and amortization		10,713,546		2,015,019			2,915,777
Remove minority interest		297,611		(357,943	)		—
Gross FFO	$	11,078,424	$	29,757		$	622,895
Diluted weighted average shares outstanding		30,993,250		30,372,264		NA
Gross FFO per diluted share	$	0.36	$	0.00		NA

For year ended December 31, 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 Fourth Quarter Results
Page 10
March 9, 2005

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

	The Company			The Company
	Quarter			Quarter
	Ended			Ended
	December 31, 2004			December 31, 2003
Net income (loss)	$	561,168		$	(1,329,161	)
Add back:
Interest income		88,408			165,846
Interest expense and amortization of loan costs		(4,785,052	)		(332,011	)
Minority interest		(132,574	)		292,360
Depreciation and amortization		(4,040,118	)		(1,675,341	)
Provision for income taxes		28,903			(142,178	)
		(8,840,433	)		(1,691,324	)
Gross EBITDA	$	9,401,601		$	362,163

	The Company			The Company			The Predecessor
	Year			Period From			Period From
	Ended			August 29, 2003 to			January 1, 2003 to
	December 31, 2004			December 31, 2003			August 28, 2003
Net income (loss)	$	1,419,207		$	(1,627,319	)	$	(2,292,882	)
Add back:
Interest income		335,495			266,333			22,800
Interest expense and amortization of loan costs		(11,101,218	)		(417,060	)		(4,583,146	)
Minority interest		(297,611	)		357,943			—
Depreciation and amortization		(10,767,785	)		(2,016,899	)		(2,915,777	)
Provision for income taxes		(658,273	)		(142,178	)		—
		(22,489,392	)		(1,951,861	)		(7,476,123	)
Gross EBITDA	$	23,908,599		$	324,542		$	5,183,241

For year ended December 31, 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).

ASHFORD HOSPITALITY TRUST, INC.
CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)

	CAD
	Three Months
	Ended
	December 31, 2004
				(per share)
Net loss available to common shareholders	$	(794,082	)
Add back dividend on redeemable preferred stock		3,310
Total	$	(790,772	)
Plus real estate depreciation and amortization		4,022,100		$	0.13
Remove minority interest		132,574			0.00
Plus stock-based compensation		605,061			0.02
Plus amortization of loan costs		964,800			0.03
Plus income tax provision over income tax payments		(102,678	)		(0.00	)
Less capital improvements reserve		(1,335,980	)		(0.04	)
Plus write-off of loan costs		—			0.00
CAD	$	3,495,105		$	0.11

AHT Announces Fourth Quarter Results
Page 11
March 9, 2005

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

	The Company		The Company		The Company		Company & Predecessor
	Three Months		Three Months		Year		Year
	Ended		Ended		Ended		Ended
	December 31, 2004		December 31, 2003		December 31, 2004		December 31, 2003
REVENUE
Rooms	$	29,806,431	$	28,356,825	$	126,421,946	$	121,923,336
Food and beverage		6,160,025		6,605,236		24,073,265		24,065,385
Other		1,549,813		1,549,892		6,806,924		6,591,485
Total hotel revenue		37,516,269		36,511,953		157,302,135		152,580,206
EXPENSES
Hotel operating expenses
Rooms		6,494,823		5,950,994		25,619,460		24,649,600
Food and beverage		4,629,787		4,987,954		18,760,721		19,205,462
Other direct		819,914		948,070		3,588,261		3,839,144
Indirect		12,393,409		12,028,830		51,423,117		49,082,808
Management fees		1,203,575		1,394,702		5,421,123		5,377,338
Total hotel operating expenses		25,541,508		25,310,550		104,812,682		102,154,352
Property taxes, insurance, and other		1,856,396		2,374,335		9,510,588		10,034,277
HOTEL OPERATING PROFIT	$	10,118,365	$	8,827,068	$	42,978,865	$	40,391,577

NOTE: The above pro forma tables assume the twenty-seven hotel properties acquired since the Company’s formation in August 2003 were owned as of the beginning of the periods presented.

-END-

EX-99.2

Exhibit 99.2

ASHFORD HOSPITALITY TRUST
Fourth Quarter 2004 Conference Call Script
March 10, 2005; 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 fourth 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 will discuss our operating performance for the quarter and year, provide an update on our investment activity, assess our investment plan for 2005, and announce our first quarter dividend.

Our firm has a unique strategy. Many of our competitors in the hotel industry seek to be property aggregators in one segment or another. We see ourselves as more opportunistic, making us more likely to sell assets sooner, redeploying capital into more profitable areas, and

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finding unique ways to make money. We shift our investing between ownership and lending as well as from segment to segment based on current market conditions. Currently financing is incredibly competitive in the industry, which makes it more attractive for us to be a borrower than a lender. We are also seeing other creative ways to take advantage of what we see as an anomaly in the marketplace — ten year CMBS debt at 75% LTV being priced below T+100.

We continue to remain strategic in our actions. For example, we originated a $15 million loan on the Hotel Teatro and sold off the $10 million first mortgage. We bought the Sheraton Bucks County office building and hotel complex and successfully sold off the office building. We will shortly close the FGS transaction and have designated 8 of the 21 assets as non-core and candidates for sale or major repositioning.

During the last call, I referred to the third quarter as one of our most active and successful quarters since completing our IPO, but we have eclipsed that level of activity in the fourth. We made tremendous progress in executing our investment plan and showed significant improvement in RevPAR and hotel operating profit.

Industry predictions are still very strong with overall RevPar growth of almost 8% in 2005 according to PKF Consulting’s Hospitality Research Group, one of the oldest and most respected hospitality research organizations in the country.

RevPAR for our hotels not under renovation was up 8.9% for the quarter year over year and hotel-level operating profit for hotels not under renovation increased by 450 basis points from 25.0% to 29.5% on a pro forma and run-rate basis for the quarter. While this is certainly strong growth, we do not believe our properties have fully reflected the positive benefit from the completed renovations and changes in management. The out-sized improvement in hotel operating margins, however, is an excellent first indicator, and we will work to extend the RevPAR penetration of our hotels in 2005.

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 13% unleveraged, a 160 basis point improvement over the fourth quarter.

We completed a total of $890 million in investments to date. As Doug will discuss in a moment, the fourth quarter and the first quarter to date have been particularly active.

We declared a common stock dividend of 15 cents in the fourth quarter and are increasing it by one cent per share to 16 cents for the first quarter of 2005. Based upon our closing price as of yesterday, this equates to a 6.4% annualized yield. For a company such as ours with a growing portfolio and active investment program, we believe that yield provides an attractive total return potential in 2005 and beyond for our shareholders.

I will now turn the call over to our Chief Financial Officer, David Kimichik.

Financial Review — David Kimichik

Good Morning. For the fourth quarter we reported a net loss of $794,000 or 3 cents per share; FFO of $3,364,000 or 11 cents per share; and EBITDA of $9,402,000.

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Included in these results is the recurring non-cash expense of $965K, or 3 cents per share, for the ongoing amortization of deferred loan costs.

As of December 31^st, the Company had total assets of $596M including $61M of cash. This is up from total assets of $571M at the end of the third quarter.

The increase in assets is the result of the acquisition of the 654 room Hyatt Anaheim for $81M that occurred in October. Currently we have a total cash balance including restricted cash of approximately $75M.

As of December 31^st, we had $301M of mortgage debt, leaving net debt to enterprise value at 38% at the end of the quarter. This debt was paid down to $260M in January subsequent to the completion of our follow-on common stock offering. Our blended annual interest cost is approximately 5%. Approximately, $105M of our $149M of floating debt contains an interest rate cap and $32M of our floating debt is naturally hedged by virtue of being secured by a portion of our floating rate mezzanine loan portfolio. We are pleased to report that 95% of our current debt is either fixed, capped or hedged. The Company currently has zero principal outstanding on our $60M credit facility.

Not only do we currently have low leverage, we also have the ability to raise equity capital at our discretion pursuant to agreements in place with Security Capital, by issuing to them up to $65M more of our Series B Preferred Stock, and $19M of additional common stock.

Currently we have 36.2M common shares outstanding, 2.3M Series A preferred shares outstanding, 1M Series B preferred shares outstanding and 6.1M OP units issued.

Following the closing of the FGS and Santa Fe acquisitions, we will have total investments of $890M and total debt of $410M with our debt to total enterprise value being 45% based upon our stock closing price yesterday. At that point in time our fixed rate debt will be 61% of our total debt. Our annual cost of debt will be 5.8%. Also, in conjunction with the FGS transaction the Company will be issuing approximately $5M additional OP units to the sellers.

Following the FGS transaction we will have agreements for management with 6 different companies. Remington Hospitality and Lodging will manage 36 of our properties, Noble manages 4 of our properties, Sivica Hospitality (the successor to Day Hospitality) manages 4 of our properties, Dunn Hospitality manages 9 of our properties and Buccini/Pollin and Hyatt Hotel Corp. each manage 1 of our properties.

As of December 31st we owned a position in 7 mezzanine and first mortgage loans with total principal outstanding of $80M.

For the fourth quarter we had excellent news from the operating results of our 33 owned assets. Proforma RevPAR for the entire portfolio was up 5.1% during the fourth quarter as compared to fourth quarter 03 and for the hotels not under renovation, which is all but 3 hotels, the RevPAR was up 8.9%. The increase was equally attributable to increases in both occupancy and average rate.

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Proforma Hotel operating profit for the entire portfolio was up approximately $1.3M for the quarter, or 15% when compared to fourth quarter 03. For the hotels not under renovation the operating profit was up $1.7M or 25%. This was the result of both increases in revenue as well as enhanced flow through.

For the fourth quarter we reported CAD of $3,495,000 or 11 cents per share and announced and paid a dividend of 15 cents per share. CAD for the full year 2004 was 44 cents per share while Dividends for the year equaled 45 cents per share. This represented a 102% payout rate on our full year CAD on a partially invested basis.

Lastly as of this point in time the company fully expects to get a positive review from our external auditors of our compliance with section 404 of Sarbanes Oxley.

I’d 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.

Since Ashford’s formation, we have focused on building a high yielding, quality portfolio of assets. We believe in the benefits of diversity in our investments — by capital structure, geography, and segment. With a combination of portfolio and one-off transactions over the last several months, and continued growth in our hotel lending, we have done exactly that.

The level of investment activity since our last conference call has been our highest by far since going public. I’d have to say rather emphatically that we’re getting our fair share of deals at attractive yields with capital appreciation opportunities. As a result of our diverse investment platform and the expanding relations we are establishing with hotel owners and borrowers, we continue to source deals in many cases directly or pre-empt a widely marketed sale.

In October, we closed our largest single asset acquisition — the $81 million purchase of the Hyatt Orange County. The renovation of the property was not completed until December, and as a result we saw very little contribution in the quarter. We expect 2005 to reflect the benefit from the addition of this asset and the renovation.

We followed up this acquisition with the announcement of a 21-hotel portfolio acquisition for $250 million. Details on this transaction have already been announced and are in yesterday’s earnings release. We expect this deal to close before the end of this month. The closing is a few weeks later than we had originally targeted mainly due to the time required to obtain lender, servicer, and rating agency approvals for the debt assumption.

Our investment pace hasn’t let up since the end of the year. Last month, we originated an $8 million mezzanine loan on the Viceroy Santa Monica, a luxury boutique hotel owned and managed by The Kor Group. This was a high profile deal for our hotel lending program and was priced at an attractive rate of 912.5 basis points over LIBOR.

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Just yesterday, we announced an agreement to acquire the Santa Fe Hilton for $18.2 million, or $116,000 per key. Following a minor renovation and change in management, we believe there is a significant opportunity to increase RevPAR penetration and EBITDA flow through.

When these latest acquisitions are closed, we will have 55 direct hotel investments containing over 9,300 rooms across 18 brands and four independents. Over 78% of the portfolio is in the full service segment, 18% in the select service segment, and 4% in the extended stay segment. Approximately 62% of our rooms are Hilton, Marriott, Starwood, or Hyatt branded with the rest being a variety of other brands. Our portfolio consists of some of the highest forecast RevPAR growth segments with 43% of our portfolio upper-upscale and 38% upscale. Our direct hotels are diversified by geography, market location, and demand generators.

We continue to 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.

Clearly, with over 90% of our investments in direct hotels we have focused on this part of the capital structure. However, our 10% allocation to date in debt investments remains a strategic component of our platform. Given where we continue to see opportunities in the market, we believe this is the appropriate mix of investments at this time.

Market awareness of our lending program continues to grow, and we are now originating loans and offering term sheets at a faster pace than any time in the past 12 months. We have a solid pipeline of potential loan originations. To this point, our loan portfolio of $88 million and our loan pipeline is comprised almost entirely of mezz. Our loan portfolio currently yields 13%, so we are definitely seeing some favorable returns in this investment class. 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 20 different hotels containing over 6600 rooms across 7 different brands and three independents.

As the lodging market continues to improve, we expect that first mortgage opportunities and even some sale-leaseback transactions could be more likely later in the year. Our targeted allocation for loans in 2005 will most likely be at or below the bottom end of the 10-30% range we originally anticipated for at least the first half of the year.

In addition to our active investment pace, we also completed several transactions to fund our growth. During the quarter, we arranged a private placement with Security Capital to sell up to $75 million of Series B preferred stock. This was a two-stage transaction with the first tranche representing $20 million. The initial funding occurred on December 30 for $10 million and the second will be available for disbursement by June 30. The remaining $55 million will be funded based on certain criteria between the closing of the FGS transaction and December 23, 2005.

Subsequent to year-end, we completed a follow-on offering of 10,350,000 shares that raised $94.3 million in net proceeds. There is an agreement in place to sell Security Capital 20% of the equity offering which will increase funds available for transactions.

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Our debt and equity arrangements enable Ashford to access capital and match-fund concurrently with new investments. As we execute our investment strategy in 2005, we expect to continue to evaluate capital alternatives to efficiently fund our investment pace.

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

Concluding Remarks — Monty Bennett

2005 should continue to be a year of ramping up FFO growth with the transactions we have announced starting to contribute to our results in the second and third quarters. The renovations we have completed should also position us for year-over-year growth in RevPAR in our existing portfolio — the fourth quarter operating results are an early indication of the impact repositioning can have.

We remain reluctant to provide earnings guidance due to the continued noise in our numbers, which includes a rapidly growing portfolio and disruption due to ongoing renovation work. However, some of you have asked that I provide guidance in those areas that I can, such as dividend policy and more specific information regarding those assets under renovation. At the end of the Fourth quarter, I indicated that while we were raising our dividend from 14 cents to 15 cents per share per quarter, we would like to raise our dividend to as much as 18 cents per share throughout the year, giving guidance that our dividend would increase by zero to three cents per share during 2005. Last night we announced that our first quarter dividend would be 16 cents per share, another one cent increase. Our guidance remains the same in that through 2005 our dividend will increase anywhere from zero to two cents from the 16 cent level. Ultimately, we would like to stabilize our dividend at the 80 — 85% of CAD level, although for the short term, the dividend may be a bit higher percentage-wise because of seasonality and partially invested capital. More likely than not, at the end of this year we will set our dividend for the full year 2006 and would review our dividend levels annually rather than quarterly.

We continue to have properties that move in and out of major renovations. During the Fourth quarter we had only three assets under renovation, but this included the relatively large Hyatt Anaheim. For the first quarter, two of these assets, the Sheraton Bucks County and Phoenix Airport Embassy Suites, will be continuing to be under renovation, as well as eight select service hotels purchased from Dunn Hospitality last year. We expect all of these assets to be under renovation in the second quarter as well except for the Phoenix Airport Embassy Suites. Regarding the 13 core hotels in the FGS portfolio, we are still evaluating which would be the best time for those assets to go under renovation. The impact to earnings on those assets would most likely occur in the 3^rd and 4^th quarters of this year as well as the first quarter of 2006.

We have significant growth capacity, considering that we have a number of properties unleveraged, quite a bit of cash on the balance sheet, and access to another $65 million of Security Capital’s convertible preferred facility as well as $19 million of common through Security Capital. All told, we have dry powder of approximately a half a billion dollars. The pipeline remains significant in size as we continue to source attractive opportunities. It is hard to say exactly how much we will invest this year, but I will be surprised if it was not in the several hundred million dollar range, in addition to the FGS transaction.

That covers our prepared remarks. We will now 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 first quarter conference call.

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