Hines Real Estate Investment Trust 8-K/A Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 1, 2011

Hines Real Estate Investment Trust, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Maryland	000-50805	20-0138854
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2800 Post Oak Blvd, Suite 5000, Houston, Texas		77056-6118
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (888) 220-6121

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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

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

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

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

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

On June 3, 2010, Hines Real Estate Investment Trust, Inc. (“Hines REIT”) filed a Current Report on Form 8-K (the "Initial Report") with regard to the disposition of Atrium on Bay on June 1, 2011 by Hines REIT 595 Bay ULC and Hines REIT 595 Bay Trust, subsidiaries of Hines REIT Properties, L.P. (the "Operating Partnership"), which is a subsidiary of Hines REIT. Atrium on Bay is a mixed-use office and retail complex located in the Downtown North submarket of the central business district of Toronto, Canada. This Current Report on Form 8-K/A should be read in conjunction with the Initial Report.

Item 9.01 Financial Statements and Exhibits.

 (b) Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K and is furnished herewith and incorporated by reference.

Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011

Unaudited Pro Forma Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and the Years Ended December 31, 2010 and 2009

Notes to the Unaudited Pro Forma Consolidated Financial Statements

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 SIGNATURES

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

	Hines Real Estate Investment Trust, Inc.
June 7, 2011	By:	/s/Ryan T. Sims
		Name: Ryan T. Sims
		Title: Chief Accounting Officer

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Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Financial Statements

On June 1, 2011, a subsidiary of Hines Real Estate Investment Trust, Inc. ("Hines REIT") sold Atrium on Bay, a mixed-use office and retail complex located in the Downtown North submarket of the central business district of Toronto, Canada to H&R REIT Properties LTD. The net proceeds received from this sale were $128.7 million after transaction costs and local taxes. The buyer is not affiliated with Hines REIT or its affiliates.

The following unaudited pro forma consolidated financial information gives effect to the disposition of Atrium on Bay, including the receipt of proceeds from the sale.  In our opinion, all material adjustments necessary to reflect the effects of the above transaction has been made.

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Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2011

(In thousands)

The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of Atrium on Bay as of March 31, 2011.  This unaudited Pro Forma Consolidated Balance Sheet should be read in conjunction with our unaudited Pro Forma Consolidated Statement of Operations and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2011.  This unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been had we completed this transaction on March 31, 2011, nor does it purport to represent our future financial position.

	As of  March 31, 2011 (a)		Adjustments for  Atrium on Bay			Pro Forma
ASSETS
Investment property, at cost:
Buildings and improvements, net	$	1,771,191	$	(177,735)	(b)	$	1,593,456
Land		437,225	(54,385)		(b)		382,840
Total investment property		2,208,416		(232,120)			1,976,296
Investment in unconsolidated entities		369,456		—			369,456
Cash and cash equivalents		58,673		122,407	(c)		181,080
Restricted cash and marketable securities		3,762		—			3,762
Distributions receivable		2,470		—			2,470
Tenant and other receivables		55,031		(3,738)	(b)		51,293
Intangible lease assets, net		208,060		(12,703)	(b)		195,357
Deferred leasing costs, net		110,440		(5,607)	(b)		104,833
Deferred financing costs, net		6,912		(368)	(b)		6,544
Other assets		110,360		(856)	(b)		109,504
TOTAL ASSETS	$	3,133,580	$	(132,985)		$	3,000,595
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued expenses	$	76,591	$	(4,051)	(b)	$	72,540
Due to affiliates		5,854		(187)	(b)		5,667
Intangible lease liabilities, net		68,293		(9,118)	(b)		59,175
Other liabilities		16,761		(3,352)	(b)		13,409
Interest rate swap contracts		80,105		—			80,105
Participation interest liability		77,217		—			77,217
Distributions payable		28,966		—			28,966
Notes payable		1,544,100		(198,312)	(b)		1,345,788
Total liabilities		1,897,887		(215,020)			1,682,867
Commitments and Contingencies		—		—			—
Shareholders' equity:
Preferrred shares		—		—			—
Common shares		224		—			224
Additional paid-in capital		1,572,406		—			1,572,406
Retained deficit		(351,043)		91,173	(d)		(259,870)
Accumulated other comprehensive income		14,106		(9,138)	(d)		4,968
Shareholders' equity		1,235,693		82,035			1,317,728
Noncontrolling interests		—		—			—
Total equity		1,235,693		82,035			1,317,728
TOTAL LIABILITIES AND EQUITY	$	3,133,580	$	(132,985)		$	3,000,595

See notes to unaudited pro forma consolidated balance sheet and notes to unaudited pro forma consolidated financial statements.

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Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Statements of Operations

For the Three Months Ended March 31, 2011

(In thousands, except per share amounts)

The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Atrium on Bay as of January 1, 2009.  This unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with our unaudited Pro Forma Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2011.  This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2009, nor does it purport to represent our future operations.

	Three Months Ended March 31, 2011 (a)		Adjustments for  Atrium on Bay (b)		Pro Forma
Revenues:
Rental revenue	$	73,794	$	(10,301)	$	63,493
Other revenue		6,753	(1,340)			5,413
Total revenues		80,547		(11,641)		68,906
Expenses:
Property operating expenses		22,339		(3,018)		19,321
Real property taxes		11,505		(2,575)		8,930
Property management fees		1,834		(281)		1,553
Depreciation and amortization		25,680		(2,273)		23,407
Asset management and acquisition fees		7,643		—		7,643
General and administrative expenses		1,610		—		1,610
Total expenses		70,611		(8,147)		62,464
Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		9,936		(3,494)		6,442
Gain on derivative instruments, net		5,196		—		5,196
Interest expense		(22,527)		2,635		(19,892)
Interest income		69		(17)		52
Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		(7,326)		(876)		(8,202)
Provision for income taxes		(130)		—		(130)
Equity in losses of unconsolidated entities, net		(1,826)		—		(1,826)
Loss from continuing operations	$	(9,282)		(876)		(10,158)
Loss from continuing operations per common share	$	(0.04)			$	(0.05)
Weighted average number common shares outstanding		223,814				223,814

See notes to unaudited pro forma consolidated statement of operations and notes to unaudited pro forma consolidated financial statements.

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Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Statements of Operations

For the Year Ended December 31, 2010

(In thousands, except per share amounts)

The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Atrium on Bay as of January 1, 2009.  These unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with our unaudited Pro Forma Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2010.  This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2009, nor does it purport to represent our future operations.

	Year Ended December 31, 2010 (a)		Adjustments for  Atrium on Bay (b)		Pro Forma
Revenues:
Rental revenue	$	305,651	$	(38,483)	$		267,168
Other revenue		28,820	(5,443)				23,377
Total revenues		334,471		(43,926)			290,545
Expenses:
Property operating expenses		91,737		(11,715)			80,022
Real property taxes		41,238		(9,154)			32,084
Property management fees		7,482		(1,072)			6,410
Depreciation and amortization		110,661		(8,649)			102,012
Asset management and acquisition fees		30,544		—			30,544
General and administrative expenses		6,925		—			6,925
Other losses		802		—			802
Total expenses		289,389		(30,590)			258,799
Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		45,082		(13,336)			31,746
Loss on derivative instruments, net		(18,525)		—			(18,525)
Interest expense		(90,992)		10,103			(80,889)
Interest income		297		(27)			270
Loss before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		(64,138)		(3,260)			(67,398)
Provision for income taxes		(367)		(176)			(543)
Equity in losses of unconsolidated entities, net		5,513		—			5,513
Loss from continuing operations	$	(58,992)	$	(3,436)		$	(62,428)
Loss from continuing operations per common share	$	(0.27)				$	(0.28)
Weighted average number common shares outstanding		220,896					220,896

See notes to unaudited pro forma consolidated statement of operations and notes to unaudited pro forma consolidated financial statements.

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Hines Real Estate Investment Trust, Inc.

Unaudited Pro Forma Consolidated Statements of Operations

For the Year Ended December 31, 2009

(In thousands, except per share amounts)

The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Atrium on Bay as of January 1, 2009.  This unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with our unaudited Pro Forma Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2009.  This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2009, nor does it purport to represent our future operations.

	Year Ended December 31, 2009 (a)		Adjustments for  Atrium on Bay (b)		Pro Forma
Revenues:
Rental revenue	$	327,443	$	(34,166)	$		293,277
Other revenue		27,781	(4,166)				23,615
Total revenues		355,224		(38,332)			316,892
Expenses:
Property operating expenses		92,624		(9,921)			82,703
Real property taxes		45,491		(8,226)			37,265
Property management fees		7,899		(907)			6,992
Depreciation and amortization		119,729		(8,474)			111,255
Asset management and acquisition fees		27,984		—			27,984
General and administrative expenses		6,108		—			6,108
Other losses		3,441		—			3,441
Total expenses		303,276		(27,528)			275,748
Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		51,948		(10,804)			41,144
Gain on derivative instruments, net		49,297		—			49,297
Interest expense		(91,538)		9,167			(82,371)
Interest income		426		(25)			401
Income before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net		10,133		(1,662)			8,471
Provision for income taxes		(526)		(24)			(550)
Equity in losses of unconsolidated entities, net		(8,777)		—			(8,777)
Income (loss) from continuing operations	$	830	$	(1,686)		$	(856)
Income (loss) from continuing operations per common share	$	0.00				$	0.00
Weighted average number common shares outstanding		207,807					207,807

See notes to unaudited pro forma consolidated statement of operations and notes to unaudited pro forma consolidated financial statements.

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 Hines Real Estate Investment Trust, Inc.

Unaudited Notes to Pro Forma Consolidated Financial Statements

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011

a.   Reflects the Company's historical consolidated balance sheet as of March 31, 2011.

b.   Reflects the Company's disposition of Atrium on Bay.  Amounts represent the necessary adjustments to remove the assets and liabilities associated with Atrium on Bay.

c. Reflects the proceeds received from the sale of Atrium on Bay ($128.7 million) less any cash on hand as of March 31, 2011.

d.   Reflects the adjustments related to the disposition of Atrium on Bay and the gain on sale.

Unaudited Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2011

a.   Reflects the Company's historical consolidated statement of operations for the three months ended March 31, 2011.

b.   Reflects the Company's disposition of Atrium on Bay. Amount represents the necessary adjustments to remove the historical revenues and expenses of Atrium on Bay, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with Atrium on Bay. Such adjustments exclude the effect of the gain on sale as this represents a non-recurring transaction.

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010

a.   Reflects the Company's historical consolidated statement of operations for the year ended December 31, 2010.

b.   Reflects the Company's disposition of Atrium on Bay. Amount represents the necessary adjustments to remove the historical revenues and expenses of Atrium on Bay, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense, interest income and income taxes associated with Atrium on Bay. Such adjustments exclude the effect of the gain on sale as this represents a non-recurring transaction.

 Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2009

a.   Reflects the Company's historical consolidated statement of operations for the year ended December 31, 2009.

b.   Reflects the Company's disposition of Atrium on Bay. Amount represents the necessary adjustments to remove the historical revenues and expenses of Atrium on Bay, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense, interest income and income taxes associated with Atrium on Bay. Such adjustments exclude the effect of the gain on sale as this represents a non-recurring transaction.

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