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

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 (Address of principal executive offices)		75254 (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))

EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K relates to the definitive agreement entered into on January 18, 2007 to acquire a 51-hotel portfolio from CNL Hotels and Resorts, Inc., as filed on Form 8-K on January 23, 2007, to include the historical financial statements and pro forma financial information required by Item 9.01 (a) and (b) related to this acquisition, which closed April 11, 2007.

 

 

FORM 8-K

INDEX

Item 2.01. Acquisition or Disposition of Assets			3
Item 9.01. Financial Statements, Pro Forma Financial Information, and Exhibits			4
a. Financial Statements
Combined Financial Statements as of December 31, 2006 and 2005, and for the three years ended December 31, 2006, 2005, and 2004			5
b. Pro Forma Financial Information (Unaudited)			22
Pro Forma Consolidated Balance Sheet as of December 31, 2006			24
Pro Forma Consolidated Statement of Operations for the year ended December 31, 2006			26
d. Exhibits			28
23.1 Consent of Independent Certified Public Accountants			28
SIGNATURE			29

ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS

On April 11, 2007, Ashford Hospitality Trust, Inc. (the “Company”) acquired a 51-property, 13,524 room (net after joint venture adjustment) hotel portfolio for approximately $2.4 billion from CNL Hotels and Resorts, Inc. Pursuant to this agreement, the Company acquired 100% of 33 properties and 70%-89% of 18 properties through existing joint ventures.

The 51-property hotel portfolio consists of 24 full-service, upper-upscale hotels and 27 premium select-service hotels. The 24 full-service, upper-upscale hotels, which comprise 7,953 rooms, feature such brand names as Hilton, Embassy Suites, JW Marriott, Marriott, Doubletree, Renaissance, and Hyatt. The 27 premium select-service hotels, which comprise 5,571 rooms, feature brands such as Courtyard by Marriott, Residence Inn by Marriott, SpringHill Suites by Marriott, Fairfield Inn by Marriott, TownePlace Suites by Marriott, and Hampton Inn. (The foregoing room numbers are net of the interests of the joint venture partners.)

The Company will operate the hotels under existing long-term management agreements with Marriott, Hilton, Hyatt, and Interstate Hotels and Resorts.

To fund this acquisition, the Company utilized several sources as follows: borrowings of approximately $928.5 million of ten-year, fixed-rate debt at an average blended interest rate of 5.95%, approximately $555.1 million of three-year, variable-rate debt with two one-year extension options at an interest rate of LIBOR plus 1.65%, and approximately $325.0 million of one-year, variable-rate debt with two one-year extension options at an interest rate of LIBOR plus 1.5%, the sale of 8.0 million shares of Series C Cumulative Redeemable Preferred Stock for approximately $200.0 million (less a commitment fee) at a dividend rate of LIBOR plus 2.5%, and assumed fixed-rate debt of approximately $432.3 million (net of debt attributable to joint venture partners), representing ten fixed-rate loans with an average blended interest rate of 6.09% and expiration dates ranging from 2008 to 2025. In addition, the Company executed a $200.0 million credit facility with interest rates ranging from LIBOR plus 1.55% to LIBOR plus 1.95% depending on the loan-to-value ratio, which matures April 9, 2010 with two one-year extension options, requires interest-only payments through maturity, and requires quarterly commitment fees ranging from 0.125% to 0.20% of the average undrawn balance during the quarter.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS

CNL Hotels

Combined Financial Statements

CNL Hotels
Index
December 31, 2006 and 2005

		Page(s)
Report of Independent Certified Public Accountants			7
Combined Financial Statements
Combined Balance Sheets			8
Combined Statements of Operations			9
Combined Statements of Owner’s Equity			10
Combined Statements of Cash Flows			11
Notes to Combined Financial Statements			12-21
Consent of Independent Certified Public Accountants

Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders of
Ashford Hospitality Trust:

In our opinion, the accompanying combined balance sheets and the related combined statements of operations, of owner’s equity and of cash flows present fairly, in all material respects, the financial position of the CNL Hotels at December 31, 2006 and December 31, 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of CNL Hotels. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

April 12, 2007
Orlando, Florida

CNL Hotels
Combined Balance Sheets
December 31, 2006 and 2005

(in thousands of dollars)		2006				2005
Assets
Hotel and resort properties, net		$	2,030,270			$	2,068,093
Cash and cash equivalents			50,170				45,796
Restricted cash			44,988				50,508
Receivables, net			25,386				15,330
Intangible assets, net			25,291				25,995
Prepaid expenses and other assets			10,361				11,278
Loan costs, net			3,906				4,604
Total assets		$	2,190,372			$	2,221,604
Liabilities and Owner’s Equity
Liabilities
Mortgage and other notes payable		$	1,005,028			$	1,005,540
Accounts payable and accrued expenses			60,555				58,511
Other liabilities			13,181				14,023
Total liabilities			1,078,764				1,078,074
Minority interest			118,708				117,271
Commitments and contingencies
Owner’s equity			992,900				1,026,259
Total liabilities and owner’s equity		$	2,190,372			$	2,221,604

The accompanying notes are an integral part of these combined financial statements.

CNL Hotels
Combined Statements of Operations
Years Ended December 31, 2006 and 2005

(in thousands of dollars)		2006				2005				2004
Revenues
Room		$	530,963			$	494,961			$	416,586
Food and beverage			183,671				169,285				152,302
Other hotel and resort operating departments			42,548				40,558				36,621
Rental income from operating leases			6,500				7,074				15,920
Other income			1,176				1,218				2,365
			764,858				713,096				623,794
Expenses
Room			124,051				121,619				102,324
Food and beverage			135,569				126,966				117,553
Other hotel and resort operating departments			23,842				24,194				22,126
Property operations			150,013				139,510				119,696
Repairs and maintenance			34,492				32,761				28,728
Hotel and resort management fees			30,776				25,819				17,430
Sales and marketing			52,900				50,726				44,792
Credit enhancement funding			(906	)			(1,646	)			(13,417	)
General operating and administrative			2,221				2,564				2,332
Depreciation and amortization			89,314				85,623				76,487
Asset management fees			10,200				11,700				9,800
			652,472				619,836				527,851
Operating profit			112,386				93,260				95,943
Other income (expense)
Interest income			387				128				34
Interest and loan cost amortization			(68,736	)			(69,045	)			(67,292	)
Loss on extinguishment of debt			(184	)			(34	)			—
Income before minority interest and income taxes			43,853				24,309				28,685
Minority interest			(6,403	)			(4,807	)			(2,579	)
Income tax (expense) benefit			(772	)			81				(650	)
Net income		$	36,678			$	19,583			$	25,456

The accompanying notes are an integral part of these combined financial statements.

CNL Hotels
Combined Statements of Owner’s Equity
Years Ended December 31, 2006 and 2005

(in thousands of dollars, except per share data)
Balance, December 31, 2003		$	1,102,457
Contributions			16,915
Distributions			(137,365	)
Net income			25,456
Balance, December 31, 2004			1,007,463
Contributions			62,097
Distributions			(62,884	)
Net income			19,583
Balance, December 31, 2005			1,026,259
Contributions			29,094
Distributions			(99,131	)
Net income			36,678
Balance, December 31, 2006		$	992,900

The accompanying notes are an integral part of these combined financial statements.

CNL Hotels
Combined Statements of Cash Flows
Years Ended December 31, 2006 and 2005

(in thousands of dollars)		2006				2005				2004
Cash flows from operating activities
Net income		$	36,678			$	19,583			$	25,456
Adjustment to reconcile net income to net cash provided by operating activities Depreciation			88,542				85,671				76,488
Amortization			2,845				3,643				201
Loss on extinguishment of debt			184				—				—
Minority interest			6,403				4,807				2,579
Changes in operating assets and liabilities
Receivables			(10,056	)			(3,530	)			18,456
Prepaid expenses and other assets			917				100				7,196
Accounts payable and accrued expenses			2,044				4,918				5,270
Other liabilities			(842	)			(632	)			(5,465	)
Net cash provided by operating activities			126,715				114,560				130,181
Cash flows from investing activities
Cash paid in connection with capital expenditures			(50,720	)			(57,985	)			(87,396	)
Decrease (increase) in restricted cash			5,520				(5,643	)			(8,314	)
Net cash used in investing activities			(45,200	)			(63,628	)			(95,710	)
Cash flows from financing activities
Proceeds from mortgage loans			172,639				—				99,957
Principal payments on mortgage loans			(173,150	)			(48,525	)			—
Contributions from owner			29,094				62,097				16,915
Distributions to owner			(99,131	)			(62,884	)			(137,365	)
Distributions to minority interest, net			(4,966	)			(144	)			(3,345	)
Payment of loan costs			(1,627	)			—				(1,196	)
Net cash used in financing activities			(77,141	)			(49,456	)			(25,034	)
Net increase in cash and cash equivalents			4,374				1,476				9,437
Cash and cash equivalents
Beginning of year			45,796				44,320				34,883
End of year		$	50,170			$	45,796			$	44,320
Supplemental disclosure of cash flow information
Cash paid during the year for interest		$	66,740			$	66,718			$	66,971
Cash paid during the year for income tax			711				420				865
Supplemental disclosure of noncash financing activities
Assets under capital leases acquired during the period		$	794			$	316			$	39

The accompanying notes are an integral part of these combined financial statements.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

1.		Business and Basis of Presentation
		The accompanying combined financial statements include the following hotels comprising the CNL Hotels (the “Hotels”). The Hotels are owned by various wholly and partially owned subsidiaries of CNL Hotels & Resorts, Inc. (“CNL”), and are presented on a combined basis. All of the Hotels, except for the Renaissance Tampa, were acquired or developed by CNL prior to January 1, 2004 and are included in these financial statements for each of the three years ended December 31, 2006, 2005 and 2004. The development of the Renaissance Tampa was completed in August 2004, and therefore its results of operations are only included in these financial statements from its date of completion. Except as noted, the hotels are leased to wholly-owned taxable real estate investment trust subsidiaries (“TRS”).

						Rooms
		Hotel		Location		(Unaudited)
1		Courtyard Plano		Plano, TX		153
2		Residence Inn Plano		Plano, TX		126
3		Marriott Suites Dallas		Dallas, TX		266
4		Residence Inn Las Vegas		Las Vegas, NV		256
5		Courtyard Scottsdale		Scottsdale, AZ		180
6		Courtyard Seattle		Seattle, WA		250
7		Residence Inn Phoenix		Phoenix, AZ		200
8		Courtyard Philadelphia**		Philadelphia, PA		498
9		Fairfield Inn Orlando		Orlando, FL		388
10		Courtyard Orlando		Orlando, FL		312
11		SpringHill Suites Orlando		Orlando, FL		400
12		Residence Inn Buckhead		Atlanta, GA		150
13		Courtyard San Francisco		San Francisco, CA		405
14		Hilton Miami		Miami, FL		500
15		Hilton Auburn Hills		Auburn Hills, MI		224
16		Hilton Costa Mesa		Costa Mesa, CA		486
17		Embassy Suites Portland		Portland, OR		276
18		Residence Inn Manchester		Manchester, CT		96
19		Courtyard Manchester		Manchester, CT		90
20		Hampton Inn Houston		Houston, TX		119
21		SpringHill Suites Richmond		Richmond, VA		136
22		Courtyard Oakland Airport		Oakland, CA		156
23		SpringHill Suites Plymouth Meeting		Plymouth Meeting, PA		199
24		SpringHill Suites Manhattan Beach		Manhattan Beach, CA		164
25		TownePlace Suites Manhattan Beach		Manhattan Beach, CA		144
26		Courtyard Basking Ridge		Basking Ridge, NJ		235
27		Courtyard Newark		Newark, CA		181
28		Residence Inn Newark		Newark, CA		168
29		Marriott Bridgewater		Bridgewater, NJ		347
30		JW Marriott Le Meridien		New Orleans, LA		494
31		Renaissance Tampa		Tampa, FL		293
32		Marriott Seattle Waterfront		Seattle, WA		358
33		Marriott Plano		Plano, TX		404
34		Marriott BWI Airport		Baltimore, MD		310
35		Hyatt Regency Dearborn		Dearborn, MI		772
36		Hyatt Regency Montreal		Montreal, Quebec		607

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

						Rooms
		Hotel		Location		(Unaudited)
37		Hilton Lincoln Center		Dallas, TX		500
38		Hilton Tucson El Conquistador		Tucson, AZ		428
39		Doubletree Crystal City		Crystal City, VA		631
40		Hilton Rye Town		Rye Town, NY		446
41		Embassy Suites Lee Vista		Orlando, FL		174
42		Embassy Suites Santa Clara		Santa Clara, CA		257
43		Embassy Suites Crystal City		Crystal City, VA		267
44		Hilton Birmingham		Birmingham, AL		205
45		Residence Inn Torrance		Torrance, CA		247
46		Residence Inn Atlanta West		Atlanta, GA		128
47		Residence Inn Kansas City		Kansas City, MO		96
48		Hyatt Regency Coral Gables		Coral Gables, FL		242
49		Courtyard Edison		Edison, NJ		146
50		Hilton Torrey Pines		La Jolla, CA		394
51		Capital Hilton		Washington, D.C.		544

Debt balances and related interest expense are allocated based on consideration of the Hotels as collateral for specific debt. The Hotels are expected to have a capital structure different from CNL post acquisition; accordingly, interest expense and amortization of loan issuance costs is not necessarily indicative of the interest expense that the Hotels would have incurred as a separate, independent company.

CNL operates for federal income tax purposes as a real estate investment trust (“REIT”). The REIT is exempt from the payment of income taxes assuming it complies with certain provisions of the Internal Revenue Code. The periods that CNL rented any of the Hotels under triple net leases to unrelated third parties, there is no income tax expense or benefit to allocate in the accompanying financial statements as the residual from these lease agreements flow to the REIT and are not subject to taxation. Excluding the periods rented to third parties, the Hotels were leased to wholly owned taxable REIT subsidiaries of CNL. The rent, which is eliminated in connection with the preparation of these combined financial statements, has the effect of offsetting the majority of any taxable income generated by the Hotels operating activities, or for certain hotels in certain periods, generating taxable losses.

For the majority of the period covered by these financial statements, CNL was managed under an advisory agreement with a related party. This advisory agreement provided for a variety of management related services including oversight of the hotel managers, periodic inspection of the hotel properties, accounting, technical and other administrative services as well as costs of legal tax and insurance administration. Under the advisory agreement, these fees were generally calculated as a percentage of amounts invested in the hotel properties. The allocation in the combined statement of operations is based on the percentage of amounts invested in the Hotels to the total amount invested by CNL. These asset management fees are separately presented in the combined statements of operations and totaled $10,200, $11,700 and $9,800 for the years ended December 31, 2006, 2005 and 2004, respectively.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

The management of CNL considers this allocation methodology to be reasonable and does not believe that the amounts incurred for the services performed would have been materially different if the Hotels were operated on a stand alone basis under this arrangement.

All significant intercompany balances and transactions have been eliminated in consolidation.

2.

Summary of Significant Accounting Policies

Reporting Calendar

The Hotel’s operating results are based on a calendar year ended December 31 as required by tax laws relating to REITs. However, certain of the Hotels have managers that have a different quarterly accounting calendar. For certain Hotels, the fiscal year ends on the Friday ends on the Friday closest to December 31 and reflects twelve weeks of operations for the first three quarters of the year and sixteen or seventeen weeks for the fourth quarter of the year. Therefore, in any given period, period-over-period results may have different ending dates.

Use of Estimates

The Hotel’s have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Hotel’s financial instruments include rents and accounts receivable, accounts payable, other accrued expenses, and variable and fixed rate debt. With exception of fixed rate debt, the fair values of these financial instruments are not materially different from their carrying or contract value.

Investment in Hotel Properties

Hotel properties are recorded at historical cost and are depreciated using the straight-line method over estimated useful lives of 40 years for buildings and improvements and three to seven years for furniture and equipment. Repairs and maintenance costs are charged to expense as incurred. When the hotels or equipment are sold, the related cost and accumulated depreciation will be removed from the accounts and any gain or loss from the sale will be reflected as income or expense.

Impairment of Long-Lived Assets

Long-lived assets are tested for recoverability at least annually or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The assessment is based on the carrying amount of the asset at the date it is tested for recoverability. Am impairment loss is recognized when the carrying amount of a long-lived asset exceeds its fair value. If impairment is recognized, the adjusted carrying amount of a long-lived asset is its new cost basis.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

Cash and Cash Equivalents

The Hotels consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks and money market funds. Cash accounts maintained on behalf of the Hotels in demand deposits at commercial banks and money market funds may exceed federally insured levels; however, the Hotels have not experienced any losses in such accounts.

Restricted Cash

Certain amounts of cash are restricted to fund the Hotels’ capital expenditures directly associated with certain of the Hotels and are included in the accompanying combined balance sheets.

Owner’s Equity

The difference between the Hotels’ assets and liabilities are recorded in an account labeled owner’s equity. Such account consists of accumulated equity as well as any payable/receivable balance due to or from CNL resulting from cash transfers as well as allocations of such things as interest expense and income taxes.

Revenue Recognition

Revenues are recognized when rooms are occupied and the services have been performed. In accordance with Staff Accounting Bulletin (“SAB”) 104, lease revenue is recognized as income after certain specific annual hurdles have been achieved by the lessee in accordance with the provisions of lease agreements.

Credit Enhancements

The following summary describes the various types of credit enhancements:

Threshold Guarantees

Threshold guarantees (“TG”) are provided by third-party hotel and resort managers to CNL for certain of the Hotels in order to guarantee a certain minimum return for certain of the Hotel’s covered by the TG. Funding under these guarantees is recorded as a reduction in operating expenses, a reduction in hotel and resort management fees or as liabilities by the Hotels, depending upon the nature of each agreement and whether the funded amounts are required to be repaid by CNL for certain of the Hotels.

Liquidity Facility Loans

Liquidity facility loans (“LFL”) are provided by third-party hotel and resort managers to CNL for certain of the Hotels in order to guarantee a minimum distribution for certain of the Hotels covered by the LFL. Funding under an LFL is recorded as a liability when the amounts funded may be required to be repaid.

Income Taxes

CNL accounts for federal and state income taxes with respect to its TRS subsidiaries using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

3.

Investment in Hotel Properties

At December 31, 2006, 2005 and 2004, one of the Hotels is leased to a third party tenant, whereby the tenant is generally responsible for all operating expenses relating to the property. Investment in hotel properties consisted of the following as of December 31 (in thousands):

		2006				2005
Land		$	237,330			$	236,277
Building and improvements			1,847,052				1,811,445
Furniture and equipment			281,248				272,276
Capital improvements in progress			19,147				14,585
Equipment under capital leases			1,579				785
			2,386,356				2,335,368
Accumulated depreciation			(356,086	)			(267,275	)
		$	2,030,270			$	2,068,093

The following schedule is a schedule of future minimum lease payments to be received on the noncancelable operating lease with a third party at December 31, 2006 (in thousands):

2007		$	6,500
2008			6,500
2009			6,500
2010			6,500
2011			6,500
2012 and thereafter			18,500
		$	51,000

4.

Intangible Assets

The gross carrying amounts and accumulated amortization of the Company’s intangible assets are as follows at December 31, 2006 and 2005 (in thousands):

						Weighted				Gross								Net
						Average				Carrying				Accumulated				Book
						Life				Amount				Amortization				Value
	2006			Favorable ground lease		39.0 years				$	27,431			$	(2,140	)		$	25,291
	2005			Favorable ground lease		39.0 years				$	27,431			$	(1,436	)		$	25,995

Amortization expense of $0.7 million was recorded for the year ended December 31, 2006.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

The estimated future amortization expense for the Company’s intangible assets with finite lives, as of December 31, 2006, is as follows (in thousands):

2007		$	704
2008			704
2009			704
2010			704
2011			704
Thereafter			21,771
		$	25,291

5.

Indebtedness

Mortgages and other notes payable consisted of the following as of December 31 (in thousands):

		Collateral (1)		Interest Rate (2)				Maturity Date		2006				2005
Floating rate debt
Mortgage debt		1 hotel		LIBOR + 425 bps				July 2007		$	54,166			$	—
Mortgage debt		1 hotel		Various (3)				July 2007			—				54,852
Mortgage debt		4 hotels		LIBOR + 230 bps (4)				October 2006			—				94,919
Mortgage debt		1 hotel		CDOR + 375 bps (5)				April 2009			37,756				37,752
Total floating rate debt											91,922				187,523
Fixed rate debt
Mortgage debt		7 hotels			7.60	% (6)		July 2009			76,796				78,836
Mortgage debt		1 hotel			8.08	%		August 2010			44,351				45,062
Mortgage debt		1 hotel			8.29	%		December 2025			30,270				30,787
Mortgage debt		3 hotels			8.34	%		December 2007			50,000				50,000
Mortgage debt		1 hotel			5.84	%		December 2007			29,836				30,435
Mortgage debt		8 hotels			6.53	%		November 2007			85,779				88,225
Mortgage debt		1 hotel			8.11	%		February 2011			26,602				27,355
Mortgage debt		1 hotel			4.93	%		July 2008			50,000				50,000
Mortgage debt		1 hotel			8.32	%		January 2011			6,229				6,345
Mortgage debt		1 hotel			7.78	%		January 2023			8,439				8,672
Mortgage debt		5 hotels			5.95	%		March 2010			145,000				145,000
Mortgage debt		2 hotels			5.67	%		January 2008			75,490				77,053
Mortgage debt		2 hotels			5.50	%		January 2009			127,200				127,200
Mortgage debt		1 hotel			5.60	%		April 2009			30,858				31,504
Mortgage debt		4 hotels			5.47	%		April 2011			118,473				—
Tax incremental financing note		1 hotel			12.85	% (7)		June 2018			7,783				7,783
Liquidity facility		N/A			10	%		July 2007			—				13,760
Total fixed rate debt											913,106				818,017
Total indebtedness										$	1,005,028			$	1,005,540

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

The following is a schedule of maturities for all long-term borrowings at December 31, 2006 (in thousands):

2007		$	229,305
2008			132,267
2009			272,343
2010			191,665
2011			137,724
2012 and thereafter			41,724
		$	1,005,028

Some debt arrangements allow for repayments earlier than the stated maturity date. The weighted average effective interest rate on mortgages and other notes payable was approximately 6.59 percent and 6.90 percent as of December 31, 2006 and 2005, respectively. The fair value of the Hotels’ fixed rate long-term debt was $865.2 million and $757.2 million at December 31, 2006 and 2005, respectively. Fair value was determined based on market prices or discounted cash flows as of those respective dates.

Certain loan agreements contain net worth or debt service coverage ratio requirements. Violation of these covenants could potentially trigger penalties, including increased interest rates and cash management arrangements whereby the lenders or their designated loan services capture operating cash from the collateral Hotels and administer the payment of property taxes, insurance, debt service and expenditures for other obligations. Other covenants restrict CNL’s ability to borrow money, pay dividends on or repurchase capital stock, make investments and sell assets or enter into mergers or acquisitions. CNL was in compliance with these covenants as of December 31, 2006.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

The Hotels are lessees of various types of equipment. The following is a schedule of future minimum rental payments required under capital lease obligations together with the present value of the net minimum lease payments as of December 31, 2006:

2007		$	305
2008			256
2009			144
2010			50
2011			37
Total future minimum lease payments			792
Less: Interest			(77	)
Present value of net minimum lease payments		$	715

6.

Income Taxes

The components of income tax (expense) benefit recognized in the accompanying combined statements of operations are as follows for the years ended December 31:

		2006				2005				2004
Current
Federal		$	(575	)		$	468			$	(315	)
State			(118	)			(472	)			(335	)
Deferred
Federal			(79	)			85				—
State			—				—				—
Total income tax (expense) benefit		$	(772	)		$	81			$	(650	)

7.

Commitments and Contingencies

Operating Lease

One of the Hotels leases a parcel of land under ground lease. The operating lease calls for a monthly payment of the greater of: (i) a percentage of gross income from total hotel business activities, as defined, or (ii) a minimum rent, which is adjustable by the lessor every five years. As of December 31, 2006, the minimum rent was $147,461 per month. Future minimum rental payments required under the operating lease, which is noncancelable and expires in August 2042, are as follows:

2007		$	1,769,536
2008			1,769,536
2009			1,769,536
2010			1,769,536
2011			1,769,536
2012 and thereafter			54,265,780
		$	63,113,460

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

Rent expense was $2.3 million and $2.1 million for the years ended December 31, 2006 and 2005, respectively, and is included in property operations in the accompanying combined statements of operations.

Management Agreements

The Hotels are operated under various management agreements with third party managers that call for base management fees, which generally range from 3 percent to 7 percent of hotel and resort revenues and have an incentive management fee provision related to the Hotel’s profitability. The management agreements generally require the Hotels to set aside 3 percent to 5 percent of hotel revenues in FF&E Reserve accounts to be used for the replacement of furniture, fixtures and equipment. The management agreements have terms from 10 to 30 years and generally have renewal options. CNL may terminate certain management agreements if specified performance thresholds are not met. Pursuant to the terms of the management agreements, the third-party managers for the Hotels provide the Hotels with certain chain services which are generally provided on a central or regional basis to all hotels operated within the manager’s hotel system. Chain services include central training, advertising and promotion, reservation systems, payroll and accounting services, and other such services which may be more efficiently performed on a centralized basis. Expenses incurred in providing such services are allocated among all hotels managed by such third-party management companies on a fair and equitable basis. Additionally, the Hotels participate in customer loyalty programs operated by certain of the management companies. The cost of these programs is charged to all participating hotels based on members’ qualifying expenditures. When members redeem rewards at the hotel, the Hotels receive reimbursements from the management companies at a standard reimbursement rate and record these as room revenues.

Contingencies

From time to time the Hotels may be exposed to litigation arising from the operations of its business. At this time, CNL does not believe that resolution of these matters will have a material adverse effect on the Hotels financial condition or results of operation.

8.

Credit Enhancements

Certain of the Hotels benefit from various types of credit enhancements that have been provided by the managers of some of the Hotels. These credit enhancements guarantee certain of the Hotels certain minimum returns. Funding under these guarantees is recognized as a reduction in operating expenses, as reductions in hotel and resort management fees or as liabilities by the Hotels, depending upon the nature of each credit enhancement agreement and whether the funded amounts are required to be repaid by certain of the Hotels in the future. The repayment of these liabilities is expected to occur at such time that the net operating income of certain of the Hotels covered by the enhancements is in excess of the minimum returns to certain of the Hotels. All of the credit enhancements are subject to expiration or “burn-off” provisions over time or at such time that the funding limit has been reached.

CNL Hotels
Notes to Combined Financial Statements
December 31, 2006 and 2005

The following table represents certain of the Hotel’s amounts and utilization of credit enhancements for the years ended December 31, 2006 and 2005 (in thousands):

		Limited Rent				Threshold				Liquidity
		Guarantees				Guarantees				Facility Loans
Amounts available as of January 1, 2004		$	—			$	20,657			$	11,534
New credit enhancements obtained			18,487				3,660				—
Utilization of credit enhancements			—				(18,659	)			(3,773	)
Amount available as of January 1, 2005			18,487				5,658				7,761
Utilization of credit enhancements			(1,243	)			(2,428	)			(3,509	)
Amount available as of December 31, 2005			17,244				3,230				4,252
New credit enhancements obtained			—				710				—
Utilization of credit enhancements			(395	)			(1,279	)			(633	)
Amount available as of December 31, 2006		$	16,849			$	2,661			$	3,619

During the years ended December 31, 2006, 2005 and 2004, the Hotels recognized approximately $0.9 million, $1.6 million and $13.4 million, respectively, as reductions of operating expenses and approximately $0.4 million, $0.8 million and $5.2 million, respectively, as reductions in hotel and resort management fees as a result of credit enhancement funding. In addition, for the years ended December 31, 2006 and 2005, the Hotels recognized $0.4 million and $1.2 million in rental revenues from a limited rent guarantee. Of the total remaining amounts available to the Hotels under the credit enhancements, approximately $3.6 million is subject to repayment provisions if utilized.

9.

Subsequent Events

On January 18, 2007, CNL, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among MS Resort Holdings LLC, a Delaware limited liability company (“Parent”), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), MS Resort Purchaser LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“MS Purchaser Sub”), and Ashford Sapphire Acquisition LLC, a Delaware limited liability company (“Sapphire” and, together with Parent, Merger Sub and MS Purchaser Sub, the “Buyer Parties”) pursuant to which each issued and outstanding share of common stock (“Common Stock”) of CNL (other than dissenting shares and shares owned directly or indirectly by Parent) will be canceled and entitled to receive a distribution and merger consideration in a total amount equal to $20.50. Parent, Merger Sub and MS Purchaser Sub are affiliates of Morgan Stanley Real Estate Fund V, U.S., L.P. (“MSREF”), and Sapphire is a wholly-owned subsidiary of Ashford Hospitality Trust, Inc. (“Ashford”).

Pursuant to the Merger Agreement and related agreements entered into in connection therewith, following satisfaction of the conditions set forth in the Merger Agreement, CNL will sell the Hotels directly to MS Purchaser Sub and Sapphire (the “Asset Sales”) and, on the day immediately following consummation of the Asset Sales, Merger Sub will merge with and into CNL, with CNL continuing as the surviving entity.

ASHFORD HOSPITALITY TRUST, INC.
CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

Management prepared the following pro forma financial statements, which are based on the historical consolidated financial statements of Ashford Hospitality Trust, Inc. (the “Company”) and adjusted to give effect to several acquisitions completed after December 31, 2005 and the related debt and equity offerings to fund those acquisitions, as discussed below, as if such transactions occurred at the beginning of the period presented.

On January 25, 2006, in a follow-on public offering, the Company issued 12,107,623 shares of its common stock at $11.15 per share, which generated gross proceeds of approximately $135.0 million. However, the aggregate proceeds to the Company, net of underwriters’ discount and offering costs, was approximately $128.1 million. The 12,107,623 shares issued include 1,507,623 shares sold pursuant to an over-allotment option granted to the underwriters. The net proceeds were used for a $60.0 million pay-down on the Company’s $100.0 million credit facility, due August 17, 2008, on January 31, 2006, a $45.0 million pay-down on the Company’s $45.0 million mortgage loan, due October 10, 2007, on February 9, 2006, and the acquisition of the Marriott at Research Triangle Park hotel property on February 24, 2006 for $28.0 million, as discussed below.

On February 24, 2006, the Company acquired the Marriott at Research Triangle Park hotel property in Durham, North Carolina, from Host Marriott Corporation for approximately $28.0 million in cash. The Company used proceeds from its sale of two hotels on January 17, 2006 and its follow-on public offering on January 25, 2006 to fund this acquisition.

On April 19, 2006, the Company acquired the Pan Pacific San Francisco Hotel in San Francisco, California, for approximately $95.0 million in cash. The Company used proceeds from two credit facility draws of approximately $88.9 million and $15.0 million to fund this acquisition.

On July 13, 2006, the Company acquired the Marriott Crystal Gateway hotel in Arlington, Virginia, from EADS Associates limited Partnership for approximately $107.2 million. The purchase price consisted of the assumption of approximately $53.3 million of mortgage debt, the issuance of approximately $42.7 million worth of limited partnership units, which equates to 3,814,842 units valued at $11.20 per unit, approximately $2.5 million in cash paid in lieu of units, the reimbursement of capital expenditures costs of approximately $7.2 million, and other net closing costs and adjustments of approximately $1.5 million. The limited partnership units issued represent Class B common units, with a fixed dividend rate of 6.82% in years 1-3 and 7.2% thereafter based on the $11.20 per unit price, and have priority in payment of cash dividends over holders of common units. After ten years, either party may convert these units to common units. For accounting purposes, these units were valued at approximately $40.6 million or $10.64 per unit, which represents the average market price of the Company’s common stock from five business days before the definitive agreement was finalized on May 18, 2006 to five business days after such date. In addition, the Company assumed the existing management agreement which expires in 2017 with three ten-year renewal options. The management agreement provides for a base management fee of 3% of the hotel’s gross revenues plus certain incentive management fees. Based on the Company’s review of this management agreement, the Company concluded that the terms are more favorable to the manager than a typical current market management agreement. Hence, the Company recorded an unfavorable contract liability of approximately $15.8 million related to this management agreement as of the acquisition date.

On July 25, 2006, in a follow-on public offering, the Company issued 14,950,000 shares of its common stock at $11.40 per share, which generated gross proceeds of approximately $170.4 million. However, the aggregate proceeds to the Company, net of underwriters’ discount and offering costs, was approximately $162.0 million. The 14,950,000 shares issued include 1,950,000 shares sold pursuant to an over-allotment option granted to the underwriters. On July 25, 2006, the net proceeds were used to pay down the Company’s $30.0 million balance on its $47.5 million credit facility, due October 10, 2007, and pay down its $98.9 million balance on its $100.0 million credit facility, due August 17, 2008.

On November 9, 2006, the Company acquired the Westin O’Hare hotel property in Rosemont, Illinois, for approximately $125.0 million in cash. To fund this acquisition, the Company used cash available on its balance sheet and proceeds from a $101.0 million mortgage loan executed on November 16, 2006.

On December 7, 2006, the Company acquired a seven-property hotel portfolio (“MIP Portfolio”) from a partnership of affiliates of Oak Hill Capital Partners, The Blackstone Group, and Interstate Hotels and Resorts for approximately $267.2 million in cash. Of the seven acquired hotels, five are considered core hotels while two are considered non-core hotels, which the Company intends to sell. To fund this acquisition, the Company used cash available on its balance sheet, proceeds from a $25.0 million draw on a credit facility, and proceeds from a $212.0 million mortgage loan executed on December 7, 2006.

On April 11, 2007, the Company acquired a 51-property hotel portfolio (“CNL Portfolio”) from CNL Hotels and Resorts, Inc. (“CNL”) for approximately $2.4 billion plus closing costs of approximately $80.0 million. Pursuant to this agreement, the Company acquired 100% of 33 properties and 70%-89% of 18 properties through existing joint ventures. To fund this acquisition, the Company utilized several sources as follows: borrowings of approximately $928.5 million of ten-year, fixed-rate debt at an average blended interest rate of 5.95%, approximately $555.1 million of three-year, variable-rate debt with two one-year extension options at an interest rate of LIBOR plus 1.65%, and approximately $325.0 million of one-year, variable-rate debt with two one-year extension options at an interest rate of LIBOR plus 1.5%, the sale of 8.0 million shares of Series C Cumulative Redeemable Preferred Stock for approximately $200.0 million at a dividend rate of LIBOR plus 2.5%, and assumed fixed-rate debt of approximately $432.3 million, which is net of approximately $129.8 million of debt related to minority interest holders, representing ten fixed-rate loans with an average blended interest rate of 6.09% and expiration dates ranging from 2008 to 2025. In addition, the Company executed a $200.0

million credit facility with interest rates ranging from LIBOR plus 1.55% to LIBOR plus 1.95% depending on the loan-to-value ratio, which matures April 9, 2010 with two one-year extension options, requires interest-only payments through maturity, and requires quarterly commitment fees ranging from 0.125% to 0.20% of the average undrawn balance during the quarter. With respect to this acquisition, the Company assumed certain existing management agreements. Based on the Company’s review of these management agreements, the Company concluded that the terms of certain management agreements are more favorable to the manager than a typical current-market management agreement. As a result, the Company recorded an unfavorable contract liability of approximately $10.3 million related to these management agreements, which will be amortized as a reduction to incentive management fees on a straight-line basis over the initial terms of the related management agreements. The purchase price allocation related to CNL Portfolio is preliminary subject to further internal review and third-party appraisals.

The following consolidated pro forma financial statements should be read in conjunction with the Company’s Form 8-K filed with the Securities and Exchange Commission on January 18, 2007, which announced the impending acquisition of CNL, the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2006, which are incorporated by reference in the Company’s Form 10-K, filed March 9, 2007, and the consolidated financial statements and notes thereto related to CNL included elsewhere in this Form 8-K. In the Company’s opinion, all significant adjustments necessary to reflect these acquisitions and related equity offerings have been made.

Explanation of pro forma adjustments:

	(a)		Represents the audited historical balance sheet of CNL Portfolio contained elsewhere herein.
	(b)		Represents pro forma adjustments to reflect the acquisition of CNL Portfolio, which closed April 11, 2007, as follows:

(1)

Debt originated or assumed net of debt paid off of approximately $1.0 million:

$928.5 million fixed-rate debt at an average blended interest rate of 5.95%		$	928,465
$555.1 million variable-rate debt at an interest rate of LIBOR plus 1.65%			555,122
$325.0 million variable-rate debt at an interest rate of LIBOR plus 1.5%			325,000
$200.0 million credit facility at an interest rate of LIBOR plus 1.95%			0
$562.1 million fixed-rate assumed debt with an average blended interest rate of 5.61%			562,055
$562.1 million fixed-rate assumed debt premium			6,029
Total		$	2,376,671

	(2)		Represents loan costs included in closing costs related to new and assumed debt.
	(3)		The Company assigned no value to existing intangible assets as the related value was allocated to hotel properties.
	(4)		Equity issued:

$200.0 million of 8.0 million shares of Series C preferred stock at a dividend rate of LIBOR plus 2.5%:
8 million shares at $0.01 per share par value		$	80
Allocated to additional paid-in capital:
Remaining funds received in excess of par value issued		$	199,920
Issuance costs			(6,392	)
Total		$	193,528

	(5)		Represents an unfavorable management contract recorded upon acquisition of CNL Portfolio as the contract rate paid to a particular manager was deemed above market.
	(6)		Cash received or paid:

Cash received from borrowings or equity issuances		$	2,008,587
Cash paid for estimated closing costs			(77,772	)
Cash paid via the acquisition contract price less debt assumed			(1,969,026	)
Total		$	(38,211	)

(7)

Represents the purchase price allocated to hotel properties.

	(c)		Represents the purchase price allocation to reflect the acquisition of CNL Portfolio, which is the sum of columns (a) and (b).
	(d)		Represents pro forma adjustments to reflect the sales of Marriott in Trumbull, Connecticut, and Fairfield Inn in Princeton, Indiana, for a gain of $1.4 million.

Ashford Hospitality Trust, Inc.
Consolidated Pro Forma Statement of Operations
For the Year Ended December 31, 2006
(In Thousands, Except Per Share Amounts)
(Unaudited)

						(a)				(b)				(c)				(d)
						Miscellaneous				CNL				Joint Venture				CNL Portfolio				(e)				Adjusted
		Historical				Acquisitions				Portfolio				Acquisition				Other				Other				Pro Forma
		December 31,				Pro Forma				Pro Forma				Pro Forma				Pro Forma				Pro Forma				December 31,
		2006				Adjustments				Adjustments				Adjustments				Adjustments				Adjustments				2006
Revenue
Rooms		$	365,917			$	93,320	(4)		$	530,963	(5)		$	—			$	—			$	—			$	990,200
Food and beverage			81,081				44,718	(4)			183,671	(5)			—				—				—				309,470
Rental income from operating leases			—				—	(4)			6,500	(5)			—				—				—				6,500
Other			17,312				6,607	(4)			43,724	(5)			—				—				—				67,643
Total hotel revenue			464,310				144,645				764,858				—				—				—				1,373,813
Interest income from notes receivable			14,858				—				—				—				—				—				14,858
Asset management fees			1,266				—				—				—				—				—				1,266
Total Revenue			480,434				144,645				764,858				—				—				—				1,389,937
Expenses
Hotel operating expenses Rooms			82,022				24,255	(4)			124,051	(5)			—				—				—				230,328
Food and beverage			60,146				30,649	(4)			135,569	(5)			—				—				—				226,364
Other direct			8,197				2,952	(4)			23,842	(5)			—				—				—				34,991
Indirect			137,298				39,536	(4)			202,606	(5)			—				1,625	(10)			—				381,065
Management fees			17,850				3,635	(4)			28,241	(5)			—				422	(9)			—				50,148
Property taxes, insurance, and other			26,286				7,573	(4)			38,649	(5)			—				—				—				72,508
Depreciation & amortization			49,564				16,850	(6)			89,314	(5)			—				(15,908	) (6)			—				139,820
Corporate general and administrative			20,359				—				10,200	(5)			—				4,374	(11)			—				34,933
Total Operating Expenses			401,722				125,450				652,472				—				(9,487	)			—				1,170,157
Operating Income			78,712				19,195				112,386				—				9,487				—				219,780
Interest income			2,917				—				387	(5)			—				(387	)(12)			—				2,917
Interest expense and amortization and write-off of loan costs			(49,245	)			—				(68,920	)(5)			—				(108,971	)(7)			—				(227,136	)
Income (Loss) before Minority Interest and Income Taxes			32,384				19,195				43,853				—				(99,871	)			—				(4,439	)
Income tax benefit (expense)			2,920				(688	) (1)			(3,793	) (1)			—	(1)			101	(1)			—	(1)			(1,460	)
Minority interest in consolidated joint ventures			—				—				(6,403	) (5)			185	(13)			—				7,022	(7)			804
Minority interest relating to limited partners			(4,274	)			(1,764	) (3)			(3,776	) (3)			(21	) (3)			11,194	(3)			(330	)(3)			1,029
Income (Loss) from Continuing Operations		$	31,030			$	16,743			$	29,880			$	164			$	(88,576	)		$	6,692			$	(4,066	)
Preferred dividends																								(8)			(29,738	)
Income from Continuing Operations Applicable to Common Shareholders																										$	(33,805	)
Basic and diluted:
Income from continuing operations per share available to common shareholders																										$	(0.47	)
Weighted average shares outstanding																								(2)			72,004

The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma statement of operations.

Explanation of pro forma adjustments:

(a)

Represents pro forma adjustments to reflect the below acquisitions and related debt and equity offerings as if such transactions occurred at the beginning of the period presented.

	1)		acquisition of Marriott RTP on February 24, 2006
	2)		acquisition of JW Marriott Pan Pacific on April 19, 2006
	3)		acquisition of Marriott Gateway on July 13, 2006
	4)		acquisition of Westin O’Hare on November 9, 2006
	5)		acquisition of MIP Properties on December 7, 2006

(b)		Represents pro forma adjustments to reflect the acquisition of CNL Portfolio on April 11, 2007 as if such transaction occurred at the beginning of the period presented.
(c)		Represents pro forma adjustments to reflect the acquisition of the 15% minority interest holder in a joint venture related to the Hyatt Regency Dearborn in Detroit, Michigan, as if such transaction at the beginning of the period presented.
(d)		Represents pro forma adjustments to reflect changes in ongoing depreciation, management fees, incentive management fees, and corporate general & administrative expenses related to CNL Portfolio as if such transaction occurred at the beginning of the period presented.
(e)		Represents pro forma adjustments to reflect additional interest expense associated with borrowings incurred to fund these acquisitions as if such debt was outstanding the entire period presented as well as minority interest related to this interest expense and preferred stock dividends.
(1)		Represents pro forma income tax benefit (expense) related to these transactions.
(2)		Represents pro forma weighted average shares considering all shares and units issued to fund these acquisitions.
(3)		Pro forma minority interest represents Class B units annual dividends of approximately $2.9 million plus 11.22% of the net income (loss) after preferred stock dividends and Class B units dividends.
(4)		Represents the acquired entities unaudited statements of operations for the periods preceding their acquisitions.
(5)		Represents amounts derived from CNL Portfolio’s audited income statement included elsewhere herein. Reclassifications to reflect consistency with the Company’s presentation have been made.
(6)		Represents the change in depreciation expense associated with the acquired entities based on preliminary purchase price allocations.
(7)		Represents additional interest expense and amortization of loan costs associated with borrowings to fund these acquisitions as if such acquisitions closed at the beginning of the period presented. Regarding variable-rate debt, a 1/8th change in interest rate would have an approximate $1.4 million impact.
(8)		Represents pro forma dividends on Series A, B, & C preferred stock as if such shares were outstanding the entire period presented.
(9)		Management fees reflect increases in ongoing base fees as a result of management contracts amended in connection with the acquisition offset by a reduction related to amortization of unfavorable management contract liabilities established upon acquisition of CNL Portfolio.
(10)		Incentive management fees reflect increases resulting from management contracts amended in connection with the acquisition of CNL Portfolio.
(11)		Represents incremental corporate general and administrative expenses associated with the acquisition of CNL Portfolio, which represents additional salaries, benefits, office expense, legal expense, internal audit costs, and other general and administrative costs in excess of the $10.2 million of corporate overhead allocated to CNL Properties on a stand-alone basis.
(12)		Represents the elimination of interest income the Company does not expect to earn on a go-forward combined basis.
(13)		Represents pro forma adjustments to reflect the acquisition of the 15% minority interest holder in a joint venture related to the Hyatt Regency Dearborn in Detroit, Michigan, as if such transaction at the beginning of the period presented.