Ventas Reports Third Quarter Normalized FFO of $0.66 Per Diluted Share

http://www.businesswire.com/news/home/20091029005515/en

Ventas Increases 2009 Normalized FFO Per Diluted Share Guidance to $2.62 to
$2.65
CHICAGO--(Business Wire)--
Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") said today that third
quarter 2009 normalized Funds From Operations ("FFO") increased 7.4 percent to
$103.4 million, from $96.2 million for the comparable 2008 period. Normalized
FFO per diluted common share was $0.66 in the third quarter of 2009, compared to
$0.68 in the comparable 2008 period. Weighted average diluted shares outstanding
in the third quarter of 2009 were 156.5 million, compared to 141.1 million in
the comparable 2008 period.

"Ventas`s earnings and cash flow this quarter were excellent and benefited from
our high-quality, diversified healthcare and seniors housing assets, which
continue to perform very well," Ventas Chairman, President and Chief Executive
Officer Debra A. Cafaro said. "With low leverage and excess liquidity, we are
perfectly positioned to invest when appropriate, and to deliver value to our
constituents.

"We are also pleased to increase our 2009 normalized FFO per diluted share
guidance," Cafaro added.

Third quarter 2009 normalized FFO per share versus the comparable period in 2008
benefited from rental increases from the Company`s triple-net lease portfolio;
higher Net Operating Income after management fees ("NOI") at the Company`s
medical office building ("MOB") operating portfolio; lower interest expense; and
lower general, administrative and professional fees, offset by lower NOI at the
Company`s senior living operating portfolio and higher weighted average diluted
shares outstanding.

Normalized FFO for the quarter ended September 30, 2009 excludes the net expense
(totaling $5.1 million, or $0.03 per diluted share) from merger-related expenses
and deal costs, principally in relation to the Company`s favorable verdict in
its lawsuit against HCP, Inc. ("HCP"), for which a three-week trial was held
during the quarter, offset by income tax benefit; and normalized FFO for the
quarter ended September 30, 2008 excluded the net benefit (totaling $16.7
million, or $0.12 per diluted share) from income tax benefit and the reversal of
a $23.3 million previously recorded contingent liability, offset by a $6.0
million valuation allowance on real estate mortgage loans receivable,
merger-related expenses and deal costs and loss on extinguishment of debt.

FFO, as defined by the National Association of Real Estate Investment Trusts
("NAREIT"), for the third quarter of 2009 decreased 13.0 percent to $98.3
million, from $113.0 million in the prior year. Third quarter 2009 NAREIT FFO
per diluted common share decreased 21.3 percent to $0.63, from $0.80 a year
earlier due primarily to the reversal of a $23.3 million previously recorded
contingent liability, offset by a $6.0 million valuation allowance on real
estate mortgage loans receivable recorded during the third quarter of 2008.

Normalized FFO for the nine months ended September 30, 2009 was $304.2 million,
or $2.01 per diluted common share, a 6.6 percent increase from $285.5 million,
or $2.06 per diluted common share, for the comparable 2008 period. Normalized
FFO for the nine months ended September 30, 2009 excludes the net expense
(totaling $14.8 million, or $0.10 per diluted share) from merger-related
expenses and deal costs and loss on extinguishment of debt, offset by income tax
benefit; and normalized FFO for the nine months ended September 30, 2008
excluded the net benefit (totaling $29.3 million, or $0.21 per diluted share)
from income taxes and the previously recorded contingent liability reversal,
offset by the valuation allowance on real estate mortgage loans receivable and
merger-related expenses and deal costs.

SUNRISE PORTFOLIO

Total Portfolio NOI Trending Toward High End of Guidance Range of $122-129
Million

The Company`s operating portfolio contains 79 seniors housing communities in
North America that are managed by Sunrise Senior Living, Inc. (NYSE: SRZ)
("Sunrise"). Ventas owns 100 percent of 19 of these communities and has a
partnership share of between 75 percent and 85 percent in the remaining 60
communities, in which Sunrise owns the noncontrolling interest.

NOI for these 79 communities was $33.4 million for the quarter ended September
30, 2009, compared to $35.2 million for the comparable 2008 period. Year-to-date
NOI for the portfolio is $97.7 million.

"We are very pleased that the results from our mansion-style, need-driven
seniors housing portfolio managed by Sunrise are trending toward the high end of
our NOI guidance range of $122 million to $129 million," said Raymond J. Lewis,
Ventas Executive Vice President and Chief Investment Officer. "We continue to
support Sunrise management with its efforts to improve occupancy and maintain
exceptional standards for our senior residents."

Same-Store Stabilized Community Occupancy Improves Sequentially

For the 78 communities that were stabilized in the second and third quarters of
2009, average occupancy increased to 88.1 percent in the third quarter, versus
87.2 percent in the second quarter. NOI for these 78 communities was $33.0
million in the third quarter of 2009, compared to $33.7 million in the second
quarter of 2009. The difference is attributable to 90 basis points of occupancy
improvement, offset by higher expenses in the third quarter of 2009.

For the 76 Sunrise communities that were stabilized in the third quarters of
both 2009 and 2008, total community NOI was $32.6 million in 2009, versus $34.9
million for the comparable 2008 period.

GAAP NET INCOME

Net income attributable to common stockholders for the quarter ended September
30, 2009 was $49.8 million, or $0.32 per diluted common share, after
discontinued operations of $0.1 million, compared with net income attributable
to common stockholders for the quarter ended September 30, 2008 of $63.8
million, or $0.45 per diluted common share, after discontinued operations of
$1.6 million.

Net income attributable to common stockholders for the nine months ended
September 30, 2009 was $212.4 million, or $1.40 per diluted common share, after
discontinued operations of $71.4 million, compared with net income attributable
to common stockholders for the nine months ended September 30, 2008 of $165.1
million, or $1.19 per diluted common share, after discontinued operations of
$32.5 million.

THIRD QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

Portfolio, Performance and Balance Sheet Highlights

Liquidity, Balance Sheet & Credit Ratings

* In October 2009, Ventas closed $58.4 million of mortgage debt at a blended
annual interest rate of 5.5 percent through government-sponsored enterprises.
* At September 30, 2009, the Company had $9.7 million outstanding under its
Revolving Credit Facilities; $853.0 million of undrawn availability; and $126.6
million of cash and short-term cash investments.
* In October, the Company received indications from two financial institutions
that they intend to commit $125 million of additional credit capacity under the
Company`s Revolving Credit Facilities to mature in 2012. As a result, the
Company`s Revolving Credit Facilities would expand to $965 million. The first
portion of the Revolving Credit Facilities, maturing April 26, 2012, will
contain $715 million of borrowing capacity and be priced at LIBOR plus 280 basis
points. The second portion of the Revolving Credit Facilities, which matures on
April 26, 2010, will contain $250 million of borrowing capacity and be priced at
LIBOR plus 75 basis points. There can be no assurance that the Company will
receive $125 million of additional credit capacity.
* At October 28, 2009, the Company had $208.7 million of cash and short-term
cash investments.
* The Company`s debt to total capitalization at September 30, 2009 was
approximately 30 percent. The Company`s net debt to pro forma EBITDA at quarter
end was 4.2x.
* As of October 28, 2009, the Company has $14.6 million in total debt maturities
remaining in 2009 and $169.9 million in total debt maturities in 2010, excluding
normal periodic principal amortization payments. Additional detail on the
Company`s debt maturities can be found on the Company`s website under the "For
Investors" section or at www.ventasreit.com/investors/supplemental.asp.

Investments and Dispositions

* In August 2009, the Company completed the development and commenced operations
of a 75,000 rentable square foot MOB in Parker, Colorado, on the campus of
Parker Adventist Hospital. The building was over 80 percent leased at
completion, and was delivered on time and on budget.

Portfolio

* The 197 skilled nursing facilities and hospitals leased by the Company to
Kindred Healthcare, Inc. (NYSE: KND) ("Kindred") produced EBITDARM (earnings
before interest, taxes, depreciation, amortization, rent and management fees) to
actual cash rent coverage of 2.1 times for the trailing twelve-month period
ended June 30, 2009 (the latest date available).

Verdict Against HCP

* On September 4, 2009, the jury unanimously rendered a verdict in favor of
Ventas in its lawsuit against HCP, brought in the United States District Court
for the Western District of Kentucky (the "Court"), for tortious interference
with business expectation arising out of the Company`s acquisition of Sunrise
Senior Living REIT ("Sunrise REIT") in April 2007. The jury awarded the Company
USD $101,672,807 in compensatory damages (100% of the damages the jury was
instructed to consider), which represents the difference between the amount the
Company would have paid had its Cdn $15 per unit agreement been approved by the
Sunrise REIT unitholders and the amount the Company was required to pay to
acquire Sunrise REIT, Cdn $16.50 per unit. The jury found that HCP employed
"significantly wrongful means," which includes conduct such as fraudulent
misrepresentation, deceit and coercion, and "intended" to improperly interfere
with the Company`s acquisition of Sunrise REIT. On September 8, 2009, the Court
entered judgment on the jury`s verdict. Both HCP and Ventas have filed
post-trial motions that are currently pending before the Court. HCP is required
to post security during its post-trial motions and appeal, if any.

Additional Information

* James L. Andrews recently joined Ventas as Vice President, Hospital Business
Development. In this newly created position, Jim will lead the Company`s capital
deployment efforts with not-for-profit and for-profit hospitals and health
systems. Jim previously worked with not-for-profit healthcare systems at, among
others, Goldman, Sachs & Co. and Financial Security Assurance (FSA).
* Beginning in 2009, consistent with U.S. generally accepted accounting
principles ("GAAP"), Ventas is recognizing additional non-cash interest expense
in connection with the Company`s $230 million principal amount of 3⅞%
convertible senior notes due 2011. This non-cash interest expense will decrease
2009 FFO per diluted share by approximately $0.01 per share per quarter. As
required by GAAP, this additional non-cash interest expense is reflected in the
Company`s prior period results, which have been restated for comparability.
* Supplemental information regarding the Company can be found on the Company`s
website under the "For Investors" section or at
www.ventasreit.com/investors/supplemental.asp.

VENTAS INCREASES GUIDANCE FOR 2009 NORMALIZED FFO PER DILUTED SHARE TO $2.62 TO
$2.65

Ventas currently expects its 2009 normalized FFO per diluted share to range
between $2.62 and $2.65, improving its previously announced 2009 guidance of
between $2.55 and $2.62 per diluted share. Normalized FFO per diluted share in
2008 was $2.71.

The Company's normalized FFO guidance for all periods assumes that all of the
Company's tenants and borrowers continue to meet all of their obligations to the
Company. In addition, the Company's normalized FFO guidance (and related GAAP
earnings projections) excludes (a) gains and losses on the sales of assets, (b)
the impact of future unannounced acquisitions or divestitures (including
pursuant to tenant options to purchase) and capital transactions, (c)
merger-related costs and expenses that are not capitalized under GAAP, including
expenses relating to the Company`s lawsuit against HCP, (d) net proceeds, if
any, the Company may receive from its lawsuit against HCP related to the
acquisition of Sunrise REIT, (e) the impact of any expenses related to asset
impairment and valuation allowances, the write-off of unamortized deferred
financing fees, or additional costs, expenses, discounts or premiums incurred as
a result of early retirement or payment of the Company`s debt, (f) the non-cash
effect of income tax benefits or expenses, (g) deal costs and expenses and
earnout payments required by GAAP to be expensed rather than capitalized into
asset cost, and (h) the reversal or incurrence of contingent liabilities.

The Company's guidance is based on a number of other assumptions, which are
subject to change and many of which are outside the control of the Company. If
actual results vary from these assumptions, the Company's expectations may
change. There can be no assurance that the Company will achieve these results.

A reconciliation of the Company's guidance to the Company's projected GAAP
earnings is provided on a schedule attached to this press release. The Company
may from time to time update its publicly announced guidance, but it is not
obligated to do so.

THIRD QUARTER CONFERENCE CALL

Ventas will hold a conference call to discuss this earnings release today, at
9:00 a.m. Eastern Time (8:00 a.m. Central Time). The dial-in number for the
conference call is (617) 614-3523. The participant passcode is "Ventas." The
conference call is being webcast live by CCBN and can be accessed at the
Company`s website at www.ventasreit.com or www.earnings.com. An online replay of
the webcast will be available today at approximately 12:00 p.m. Eastern Time and
will be archived for one month.

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment
trust. At the date of this press release, Ventas owns 501 seniors housing and
healthcare properties located in 43 states and two Canadian provinces. Its
diverse portfolio includes 243 seniors housing communities, 187 skilled nursing
facilities, 40 hospitals, and 31 medical office buildings and other properties.
More information about Ventas can be found on its website at www.ventasreit.com.

This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding the
Company`s or its tenants`, operators`, managers` or borrowers` expected future
financial position, results of operations, cash flows, funds from operations,
dividends and dividend plans, financing plans, business strategy, budgets,
projected costs, capital expenditures, competitive positions, acquisitions,
investment opportunities, merger integration, growth opportunities,
dispositions, expected lease income, continued qualification as a real estate
investment trust ("REIT"), plans and objectives of management for future
operations and statements that include words such as "anticipate," "if,"
"believe," "plan," "estimate," "expect," "intend," "may," "could," "should,"
"will" and other similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and security holders must
recognize that actual results may differ from the Company`s expectations. The
Company does not undertake a duty to update such forward-looking statements,
which speak only as of the date on which they are made.

The Company`s actual future results and trends may differ materially depending
on a variety of factors discussed in the Company`s filings with the Securities
and Exchange Commission. These factors include without limitation: (a) the
ability and willingness of the Company`s operators, tenants, borrowers, managers
and other third parties to meet and/or perform their obligations under their
respective contractual arrangements with the Company, including, in some cases,
their obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of the
Company`s operators, tenants, borrowers and managers to maintain the financial
strength and liquidity necessary to satisfy their respective obligations and
liabilities to third parties, including without limitation obligations under
their existing credit facilities and other indebtedness; (c) the Company`s
success in implementing its business strategy and the Company`s ability to
identify, underwrite, finance, consummate and integrate diversifying
acquisitions or investments, including those in different asset types and
outside the United States; (d) the nature and extent of future competition; (e)
the extent of future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures and
rates; (f) increases in the Company`s cost of borrowing as a result of changes
in interest rates and other factors; (g) the ability of the Company`s operators
and managers, as applicable, to deliver high quality services, to attract and
retain qualified personnel and to attract residents and patients; (h) the
results of litigation affecting the Company; (i) changes in general economic
conditions and/or economic conditions in the markets in which the Company may,
from time to time, compete, and the effect of those changes on the Company`s
revenues and its ability to access the capital markets or other sources of
funds; (j) the Company`s ability to pay down, refinance, restructure and/or
extend its indebtedness as it becomes due; (k) the Company`s ability and
willingness to maintain its qualification as a REIT due to economic, market,
legal, tax or other considerations; (l) final determination of the Company`s
taxable net income for the year ending December 31, 2009; (m) the ability and
willingness of the Company`s tenants to renew their leases with the Company upon
expiration of the leases and the Company`s ability to reposition its properties
on the same or better terms in the event such leases expire and are not renewed
by the Company`s tenants or in the event the Company exercises its right to
replace an existing tenant upon default; (n) risks associated with the Company`s
senior living operating portfolio, such as factors causing volatility in the
Company`s operating income and earnings generated by its properties, including
without limitation national and regional economic conditions, costs of
materials, energy, labor and services, employee benefit costs, insurance costs
and professional and general liability claims, and the timely delivery of
accurate property-level financial results for those properties; (o) the movement
of U.S. and Canadian exchange rates; (p) year-over-year changes in the Consumer
Price Index and the effect of those changes on the rent escalators, including
the rent escalator for Master Lease 2 with Kindred, and the Company`s earnings;
(q) the Company`s ability and the ability of its operators, tenants, borrowers
and managers to obtain and maintain adequate liability and other insurance from
reputable and financially stable providers; (r) the impact of increased
operating costs and uninsured professional liability claims on the liquidity,
financial condition and results of operations of the Company`s operators,
tenants, borrowers and managers, and the ability of the Company`s operators,
tenants, borrowers and managers to accurately estimate the magnitude of those
claims; (s) the ability and willingness of the lenders under the Company`s
unsecured revolving credit facilities to fund, in whole or in part, borrowing
requests made by the Company from time to time; (t) the impact of market or
issuer events on the liquidity or value of the Company`s investments in
marketable securities; and (u) the impact of any financial, accounting, legal or
regulatory issues that may affect the Company`s major tenants, operators or
managers.Many of these factors are beyond the control of the Company and its
management.

CONSOLIDATED FINANCIAL INFORMATION

On January 1, 2009, the Company adopted Financial Accounting Standards Board
("FASB") guidance relating to convertible debt instruments that specifies that
issuers of convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement) should separately account for the
liability and equity components in a manner that will reflect the entity`s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. Additionally, on January 1, 2009, the Company adopted FASB
guidance which changes the reporting for minority interests, which now must be
characterized as noncontrolling interests and classified as a component of
consolidated equity. The calculation of income and earnings per share continues
to be based on income amounts attributable to the parent and is characterized as
net income attributable to common stockholders. As required, all prior period
amounts have been restated to reflect the adoption of this new guidance.

CONSOLIDATED BALANCE SHEETS
As of September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008
(In thousands, except per share amounts)

September 30, June 30, March 31, December 31, September 30,
2009 2009 2009 2008 * 2008 *
Assets
Real estate investments:
Land $ 557,123 $ 552,712 $ 554,286 $ 555,015 $ 567,474
Buildings and improvements 5,641,309 5,603,042 5,592,051 5,593,024 5,694,198
Construction in progress 8,611 18,319 21,176 12,591 9,533
6,207,043 6,174,073 6,167,513 6,160,630 6,271,205
Accumulated depreciation (1,126,516 ) (1,075,293 ) (1,036,617 ) (987,691 ) (951,523 )
Net real estate property 5,080,527 5,098,780 5,130,896 5,172,939 5,319,682
Loans receivable, net 125,410 125,106 130,076 123,289 113,606
Net real estate investments 5,205,937 5,223,886 5,260,972 5,296,228 5,433,288
Cash and cash equivalents 70,889 46,523 95,806 176,812 115,923
Escrow deposits and restricted cash 96,477 94,470 38,275 55,866 43,841
Deferred financing costs, net 27,804 29,569 29,935 22,032 20,833
Notes receivable-related parties - - - - 1,769
Other 186,203 176,413 168,858 220,480 200,735
Total assets $ 5,587,310 $ 5,570,861 $ 5,593,846 $ 5,771,418 $ 5,816,389

Liabilities and equity
Liabilities:
Senior notes payable and other debt $ 2,615,142 $ 2,616,304 $ 2,942,401 $ 3,136,998 $ 3,123,815
Deferred revenue 4,628 5,305 6,307 7,057 7,564
Accrued interest 35,481 16,952 42,121 21,931 46,255
Accounts payable and other accrued liabilities 175,125 164,659 161,775 168,198 152,666
Deferred income taxes 254,622 255,175 255,570 257,499 256,525
Total liabilities 3,084,998 3,058,395 3,408,174 3,591,683 3,586,825

Commitments and contingencies

Equity:
Ventas stockholders' equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued - - - - -
Common stock, $0.25 par value; 156,605, 156,539, 143,453, 143,302 and 143,293 shares issued at September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively 39,155 39,138 35,867 35,825 35,823
Capital in excess of par value 2,570,146 2,565,933 2,267,440 2,264,125 2,261,874
Accumulated other comprehensive income (loss) 15,080 (1,411 ) (18,322 ) (21,089 ) 4,835
Retained earnings (deficit) (139,478 ) (109,012 ) (117,124 ) (117,806 ) (101,867 )
Treasury stock, 0, 0, 2, 15 and 0 shares at September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively - (5 ) (53 ) (457 ) (2 )
Total Ventas stockholders' equity 2,484,903 2,494,643 2,167,808 2,160,598 2,200,663
Noncontrolling interest 17,409 17,823 17,864 19,137 28,901
Total equity 2,502,312 2,512,466 2,185,672 2,179,735 2,229,564
Total liabilities and equity $ 5,587,310 $ 5,570,861 $ 5,593,846 $ 5,771,418 $ 5,816,389

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2009 and 2008
(In thousands, except per share amounts)

For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2009 2008 * 2009 2008 *
Revenues:
Rental income $ 126,002 $ 121,172 $ 374,084 $ 358,893
Resident fees and services 106,515 108,610 312,853 323,648
Income from loans and investments 3,214 3,426 9,828 5,373
Interest and other income 99 1,913 493 3,529
Total revenues 235,830 235,121 697,258 691,443

Expenses:
Interest 43,660 50,745 133,942 153,927
Depreciation and amortization 50,349 49,997 148,897 176,960
Property-level operating expenses 76,338 81,698 224,370 230,497
General, administrative and professional fees (including non-cash stock-based compensation expense of $3,078 and $3,326 for the three months ended 2009 and 2008, respectively, and $9,215 and $7,816 for the nine months ended 2009 and 2008, respectively) 9,657 11,626 30,610 29,493
Foreign currency loss (gain) 32 (45 ) 31 (151 )
Loss on extinguishment of debt - 344 6,080 460
Merger-related expenses and deal costs 5,894 1,248 11,450 3,128
Total expenses 185,930 195,613 555,380 594,314
Income before reversal of contingent liability, income taxes, discontinued operations and noncontrolling interest 49,900 39,508 141,878 97,129
Reversal of contingent liability - 23,328 - 23,328
Income tax benefit 410 415 1,352 14,165
Income from continuing operations 50,310 63,251 143,230 134,622
Discontinued operations 120 1,555 71,352 32,514
Net income 50,430 64,806 214,582 167,136
Net income attributable to noncontrolling interest, net of tax 625 1,040 2,168 2,063
Net income attributable to common stockholders $ 49,805 $ 63,766 $ 212,414 $ 165,073

Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders $ 0.32 $ 0.44 $ 0.93 $ 0.96
Discontinued operations 0.00 0.01 0.47 0.23
Net income attributable to common stockholders $ 0.32 $ 0.45 $ 1.40 $ 1.19
Diluted:
Income from continuing operations attributable to common stockholders $ 0.32 $ 0.44 $ 0.93 $ 0.96
Discontinued operations 0.00 0.01 0.47 0.23
Net income attributable to common stockholders $ 0.32 $ 0.45 $ 1.40 $ 1.19

Weighted average shares used in computing earnings per common share:
Basic 156,250 140,759 151,309 138,433
Diluted 156,516 141,141 151,439 138,859

Dividends declared per common share $ 0.5125 $ 0.5125 $ 1.5375 $ 1.5375

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

2009 Quarters 2008 Quarters *
Third Second First Fourth Third

Revenues:
Rental income $ 126,002 $ 125,148 $ 122,934 $ 122,735 $ 121,172
Resident fees and services 106,515 103,399 102,939 105,609 108,610
Income from loans and investments 3,214 3,333 3,281 3,474 3,426
Interest and other income 99 108 286 697 1,913
Total revenues 235,830 231,988 229,440 232,515 235,121

Expenses:
Interest 43,660 44,171 46,111 50,622 50,745
Depreciation and amortization 50,349 48,847 49,701 54,003 49,997
Property-level operating expenses 76,338 72,564 75,468 76,447 81,698
General, administrative and professional fees (including non-cash stock-based compensation expense of $3,078, $3,078, $3,059, $2,160, and $3,326, respectively) 9,657 10,355 10,598 11,158 11,626
Foreign currency loss (gain) 32 5 (6 ) (11 ) (45 )
Loss (gain) on extinguishment of debt - 5,975 105 (2,858 ) 344
Merger-related expenses and deal costs 5,894 3,502 2,054 1,332 1,248
Total expenses 185,930 185,419 184,031 190,693 195,613
Income before reversal of contingent liability, income taxes, discontinued operations and noncontrolling interest 49,900 46,569 45,409 41,822 39,508
Reversal of contingent liability - - - - 23,328
Income tax benefit 410 395 547 1,720 415
Income from continuing operations 50,310 46,964 45,956 43,542 63,251
Discontinued operations 120 42,219 29,013 14,609 1,555
Net income 50,430 89,183 74,969 58,151 64,806
Net income attributable to noncontrolling interest, net of tax 625 802 741 621 1,040
Net income attributable to common stockholders $ 49,805 $ 88,381 $ 74,228 $ 57,530 $ 63,766

Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders $ 0.32 $ 0.30 $ 0.32 $ 0.30 $ 0.44
Discontinued operations 0.00 0.27 0.20 0.10 0.01
Net income attributable to common stockholders $ 0.32 $ 0.57 $ 0.52 $ 0.40 $ 0.45
Diluted:
Income from continuing operations attributable to common stockholders $ 0.32 $ 0.30 $ 0.32 $ 0.30 $ 0.44
Discontinued operations 0.00 0.27 0.20 0.10 0.01
Net income attributable to common stockholders $ 0.32 $ 0.57 $ 0.52 $ 0.40 $ 0.45

Weighted average shares used in computing earnings per common share:
Basic 156,250 154,441 143,091 142,963 140,759
Diluted 156,516 154,510 143,145 143,047 141,141

Dividends declared per common share $ 0.5125 $ 0.5125 $ 0.5125 $ 0.5125 $ 0.5125

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2009 and 2008
(In thousands)

2009 2008 *
Cash flows from operating activities:
Net income $ 214,582 $ 167,136
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 149,162 180,780
Amortization of deferred revenue and lease intangibles, net (5,151 ) (7,202 )
Other amortization expenses 4,295 3,618
Stock-based compensation 9,215 7,816
Straight-lining of rental income (8,961 ) (11,215 )
Loss (gain) on extinguishment of debt 6,080 (63 )
Net gain on sale of real estate assets (including amounts in discontinued operations) (67,011 ) (25,869 )
Income tax benefit (1,352 ) (14,165 )
Reversal of contingent liability - (23,328 )
Provision for loan losses - 5,994
Other 87 704
Changes in operating assets and liabilities:
Increase in other assets (4,277 ) (1,294 )
Increase in accrued interest 13,550 25,424
Increase (decrease) in other liabilities 12,978 (6,528 )
Net cash provided by operating activities 323,197 301,808
Cash flows from investing activities:
Net investment in real estate property (23,728 ) (47,287 )
Investment in loans receivable (7,373 ) (98,826 )
Purchase of marketable debt securities - (63,680 )
Proceeds from real estate disposals 96,561 58,379
Proceeds from loans receivable 7,908 122
Capital expenditures (7,184 ) (12,174 )
Other - 322
Net cash provided by (used in) investing activities 66,184 (163,144 )
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities (291,456 ) (172,216 )
Proceeds from debt 304,202 10,359
Repayment of debt (555,290 ) (83,146 )
Payment of deferred financing costs (13,422 ) (655 )
Issuance of common stock, net 299,201 408,540
Cash distribution to common stockholders (234,086 ) (215,381 )
Contributions from noncontrolling interest 635 -
Distributions to noncontrolling interest (7,496 ) (5,332 )
Other 2,003 6,952
Net cash used in financing activities (495,709 ) (50,879 )
Net (decrease) increase in cash and cash equivalents (106,328 ) 87,785
Effect of foreign currency translation on cash and cash equivalents 405 (196 )
Cash and cash equivalents at beginning of period 176,812 28,334
Cash and cash equivalents at end of period $ 70,889 $ 115,923

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

2009 Quarters 2008 Quarters *
Third Second First Fourth Third
Cash flows from operating activities:
Net income $ 50,430 $ 89,183 $ 74,969 $ 58,151 $ 64,806
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 50,347 48,907 49,908 54,974 50,969
Amortization of deferred revenue and lease intangibles, net (1,564 ) (1,729 ) (1,858 ) (2,142 ) (1,819 )
Other amortization expenses 1,921 1,766 608 376 678
Stock-based compensation 3,078 3,078 3,059 2,160 3,326
Straight-lining of rental income (2,971 ) (3,052 ) (2,938 ) (3,437 ) (3,786 )
Loss (gain) on extinguishment of debt - 5,922 158 (105 ) 28
Net gain on sale of real estate assets (including amounts in discontinued operations) (120 ) (39,020 ) (27,871 ) (13,157 ) -
Income tax benefit (410 ) (395 ) (547 ) (1,720 ) (415 )
Reversal of contingent liability - - - - (23,328 )
Provision for loan losses - - - - 5,994
Other 99 (169 ) 157 (90 ) (10 )
Changes in operating assets and liabilities:
(Increase) decrease in other assets (5,703 ) (262 ) 1,688 (2,247 ) (7,388 )
Increase (decrease) in accrued interest 18,529 (25,169 ) 20,190 (24,324 ) 25,994
Increase (decrease) in other liabilities 14,419 2,526 (3,967 ) 9,660 12,997
Net cash provided by operating activities 128,055 81,586 113,556 78,099 128,046
Cash flows from investing activities:
Net investment in real estate property (4,370 ) (10,971 ) (8,387 ) (6,514 ) (40,927 )
Investment in loans receivable - - (7,373 ) (10,000 ) -
Purchase of marketable debt securities - - - - (18,900 )
Proceeds from real estate disposals 1,188 - 95,373 45,804 -
Proceeds from loans receivable 207 6,051 1,650 13 (166 )
Capital expenditures (3,156 ) (158 ) (3,870 ) (4,185 ) (7,694 )
Other - - - 1,770 (18 )
Net cash (used in) provided by investing activities (6,131 ) (5,078 ) 77,393 26,888 (67,705 )
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities (1,528 ) (202,882 ) (87,046 ) 245,582 (88,800 )
Proceeds from debt 3,087 291,914 9,201 129,903 4,005
Repayment of debt (13,515 ) (428,659 ) (113,116 ) (333,750 ) (30,529 )
Payment of deferred financing costs - (3,855 ) (9,567 ) (3,202 ) 34
Issuance of common stock, net - 299,201 - - 216,872
Cash distribution to common stockholders (80,271 ) (80,269 ) (73,546 ) (73,468 ) (73,499 )
Contributions from noncontrolling interest 329 306 - - -
Distributions to noncontrolling interest (2,472 ) (3,610 ) (1,414 ) (10,400 ) (3,396 )
Other (3,454 ) 1,808 3,649 235 1,695
Net cash (used in) provided by financing activities (97,824 ) (126,046 ) (271,839 ) (45,100 ) 26,382
Net increase (decrease) in cash and cash equivalents 24,100 (49,538 ) (80,890 ) 59,887 86,723
Effect of foreign currency translation on cash and cash equivalents 266 255 (116 ) 1,002 (68 )
Cash and cash equivalents at beginning of period 46,523 95,806 176,812 115,923 29,268
Cash and cash equivalents at end of period $ 70,889 $ 46,523 $ 95,806 $ 176,812 $ 115,923

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

FUNDS FROM OPERATIONS, NORMALIZED FFO AND FUNDS AVAILABLE
FOR DISTRIBUTION
(In thousands, except per share amounts)

2009 Quarters 2008 Quarters *
Third Second First Fourth Third

Net income attributable to common stockholders $ 49,805 $ 88,381 $ 74,228 $ 57,530 $ 63,766
Adjustments:
Depreciation and amortization on real estate assets 50,184 48,676 49,531 53,830 49,811
Depreciation on real estate assets related to noncontrolling interest (1,580) (1,496) (1,620) (1,582) (1,590)
Discontinued operations:
Gain on sale of real estate assets (120) (39,020) (27,871) (13,157) -
Depreciation and amortization on real estate assets - 62 207 971 972
FFO 98,289 96,603 94,475 97,592 112,959
Merger-related expenses and deal costs 5,894 3,502 2,054 1,332 1,248
Reversal of contingent liability - - - - (23,328)
Provision for loan losses - - - - 5,994
Income tax benefit (797) (936) (937) (2,059) (982)
Loss (gain) on extinguishment of debt - 5,975 105 (2,858) 344
Normalized FFO 103,386 105,144 95,697 94,007 96,235

Straight-lining of rental income (2,971) (3,052) (2,938) (3,437) (3,786)
Routine capital expenditures (2,058) (632) (1,144) (3,660) (2,512)
FAD $ 98,357 $ 101,460 $ 91,615 $ 86,910 $ 89,937

Per diluted share (1):
Net income attributable to common stockholders $ 0.32 $ 0.57 $ 0.52 $ 0.40 $ 0.45
Adjustments:
Depreciation and amortization on real estate assets 0.32 0.32 0.35 0.38 0.35
Depreciation on real estate assets related to noncontrolling interest (0.01) (0.01) (0.01) (0.01) (0.01)
Discontinued operations:
Gain on sale of real estate assets (0.00) (0.25) (0.19) (0.09) -
Depreciation and amortization on real estate assets - 0.00 0.00 0.01 0.01
FFO 0.63 0.63 0.66 0.68 0.80
Merger-related expenses and deal costs 0.04 0.02 0.01 0.01 0.01
Reversal of contingent liability - - - - (0.16)
Provision for loan losses - - - - 0.04
Income tax benefit (0.01) (0.01) (0.01) (0.01) (0.01)
Loss (gain) on extinguishment of debt - 0.04 0.00 (0.02) 0.00
Normalized FFO 0.66 0.68 0.67 0.66 0.68

Straight-lining of rental income (0.02) (0.02) (0.02) (0.02) (0.03)
Routine capital expenditures (0.01) (0.00) (0.01) (0.03) (0.02)
FAD $ 0.63 $ 0.66 $ 0.64 $ 0.61 $ 0.64

(1) Per share amounts may not add due to rounding.

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

Historical cost accounting for real estate assets implicitly assumes that the
value of real estate assets diminishes predictably over time. Since real estate
values instead have historically risen or fallen with market conditions, many
industry investors have considered presentations of operating results for real
estate companies that use historical cost accounting to be insufficient by
themselves. To overcome this problem, the Company considers FFO and FAD
appropriate measures of performance of an equity REIT. The Company uses the
NAREIT definition of FFO. NAREIT defines FFO as net income, computed in
accordance with GAAP, excluding gains (or losses) from sales of property, plus
real estate depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect FFO on the same
basis. FAD represents normalized FFO excluding straight-line rental adjustments
and routine capital expenditures.

FFO and FAD presented herein are not necessarily comparable to FFO and FAD
presented by other real estate companies due to the fact that not all real
estate companies use the same definitions. Neither FFO nor FAD should be
considered as an alternative to net income (determined in accordance with GAAP)
as an indicator of the Company`s financial performance or as an alternative to
cash flow from operating activities (determined in accordance with GAAP) as a
measure of the Company`s liquidity, nor is FFO or FAD necessarily indicative of
sufficient cash flow to fund all of the Company`s needs. The Company believes
that in order to facilitate a clear understanding of the consolidated historical
operating results of the Company, FFO and FAD should be examined in conjunction
with net income as presented elsewhere in this press release.

The Company`s normalized FFO excludes (a) gains and losses on the sales of
assets, (b) merger-related costs and expenses that are not capitalized under
GAAP, including expenses relating to the Company`s lawsuit against HCP, (c) the
impact of any expenses related to asset impairment and valuation allowances, the
write-off of unamortized deferred financing fees, or additional costs, expenses,
discounts or premiums incurred as a result of early debt retirement or payment
of the Company`s debt, (d) the non-cash effect of income tax benefits, (e) deal
costs and expenses and earnout payments required by GAAP to be expensed rather
than capitalized into asset cost beginning in 2009, and (f) the reversal of
contingent liabilities.

Normalized FFO and FAD Guidance for the Year Ending December 31, 2009

The following table illustrates the Company`s normalized FFO and FAD per diluted
common share guidance for the year ending December 31, 2009:

UPDATED PRIOR
GUIDANCE GUIDANCE
For the Year For the Year
Ending Ending
December 31, 2009 December 31, 2009
Net income attributable to common stockholders $ 1.69 - $ 1.71 $ 1.68 - $ 1.74
Adjustments:
Depreciation and amortization on real estate assets, depreciation related to noncontrolling interest and gain/loss on sale of real estate assets, net 0.82 - 0.82 0.77 - 0.77
FFO 2.51 - 2.53 2.45 - 2.51
Adjustments:
Income tax benefit/expense, gain/loss on extinguishment of debt and merger-related expenses and deal costs, net 0.11 - 0.12 0.10 - 0.11
Normalized FFO 2.62 - 2.65 2.55 - 2.62

Straight-lining of rental income and routine capital expenditures (0.13) - (0.13) (0.13) - (0.13)
FAD $ 2.49 - $ 2.52 $ 2.42 - $ 2.49

Net Debt to Pro Forma EBITDA

The following pro forma information considers the effect on net income, interest
and depreciation of the Company`s investments and other capital transactions
that were completed during the three months ended September 30, 2009, as if the
transactions had been consummated as of the beginning of the period. The
following table illustrates net debt to pro forma earnings before interest,
taxes, depreciation and amortization ("EBITDA") (dollars in thousands):

Pro forma net income for the three months ended September 30, 2009 $ 50,511
Add back:
Pro forma interest (including discontinued operations) 43,762
Pro forma depreciation and amortization (including discontinued operations) 50,418
Stock-based compensation 3,078
Income tax benefit (410)
Noncontrolling interest 639
Net gain on real estate disposals (120)
Other taxes 193
Pro forma EBITDA $ 148,071
Pro forma EBITDA annualized $ 592,284

As of September 30, 2009:
Debt $ 2,615,142
Cash (134,056)
Net debt $ 2,481,086

Net debt to pro forma EBITDA 4.2 x

The Company considers EBITDA a profitability measure which indicates the
Company`s ability to service debt. The Company considers the net debt to pro
forma EBITDA ratio a useful measure to evaluate the Company`s ability to pay its
indebtedness. EBITDA presented herein is not necessarily comparable to EBITDA
presented by other companies due to the fact that not all companies use the same
definition. EBITDA should not be considered as an alternative to net income
(determined in accordance with GAAP) as an indicator of the Company`s financial
performance or as an alternative to cash flow from operating activities
(determined in accordance with GAAP) as a measure of the Company`s liquidity,
nor is EBITDA necessarily indicative of sufficient cash flow to fund all of the
Company`s needs. The Company believes that in order to facilitate a clear
understanding of the consolidated historical operating results of the Company,
EBITDA should be examined in conjunction with net income as presented elsewhere
in this press release.

Non-GAAP Financial Measures Reconciliation (In thousands, except per share
amounts)

For the Nine Months
Ended September 30,
2009 2008 *

Net income attributable to common stockholders $ 212,414 $ 165,073
Adjustments:
Depreciation and amortization on real estate assets 148,391 176,410
Depreciation on real estate assets related to noncontrolling interest (4,696 ) (4,669 )
Discontinued operations:
Gain on sale of real estate assets (67,011 ) (25,869 )
Depreciation and amortization on real estate assets 269 3,820
FFO 289,367 314,765
Merger-related expenses and deal costs 11,450 3,128
Income tax benefit (2,670 ) (15,557 )
Loss on extinguishment of debt 6,080 460
Reversal of contingent liability - (23,328 )
Provision for loan losses - 5,994
Normalized FFO 304,227 285,462

Straight-lining of rental income (8,961 ) (11,215 )
Routine capital expenditures (3,834 ) (4,468 )
FAD $ 291,432 $ 269,779

Per diluted share (1):
Net income attributable to common stockholders $ 1.40 $ 1.19
Adjustments:
Depreciation and amortization on real estate assets 0.98 1.27
Depreciation on real estate assets related to noncontrolling interest (0.03 ) (0.03 )
Discontinued operations:
Gain on sale of real estate assets (0.44 ) (0.19 )
Depreciation and amortization on real estate assets 0.00 0.03
FFO 1.91 2.27
Merger-related expenses and deal costs 0.08 0.02
Income tax benefit (0.02 ) (0.11 )
Loss on extinguishment of debt 0.04 0.00
Reversal of contingent liability - (0.17 )
Provision for loan losses - 0.04
Normalized FFO 2.01 2.06

Straight-lining of rental income (0.06 ) (0.08 )
Routine capital expenditures (0.03 ) (0.03 )
FAD $ 1.92 $ 1.94

(1) Per share amounts may not add due to rounding.

* Historical financial statements have been restated to reflect the adoption of FASB guidance relating to the accounting of convertible debt instruments and FASB guidance relating to minority interests (now characterized as noncontrolling interests).

Ventas, Inc.
David J. Smith
(877) 4-VENTAS

Copyright Business Wire 2009