芬塔 (VTR) 2003 Q3 法說會逐字稿

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  • Operator

  • Please stand by. Good day, everyone, and welcome to the Ventas, Inc. conference call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to Mr. Eddie Jones. Please go ahead, sir.

  • Eddie Jones - Investor Relations

  • Good morning, and welcome to the Ventas conference call to review the company's announcement yesterday regarding its results for the third quarter 2003. As we start, let me express that all projections and predictions and certain other statements to be made during this conference call may be considered forward-looking statements within the meaning of the federal securities laws. These projections, predictions and statements are based on management's current beliefs, as well as on a number of assumptions concerning future events. The forward-looking statements are subject to many risks, uncertainties, and contingencies, and stockholders and others should recognize that actual results may differ materially from the company's expectations, whether expressed or implied. We refer you to the company's reports filed with the Securities and Exchange Commission, including the company's annual report on Form 10-K for the year ended December 31, 2002, and the company's other reports filed periodically with the SEC for discussion of these forward-looking statements and other factors that could affect these forward-looking statements. Many of these factors are beyond the control of the company and its management.

  • The information being provided today is as of this date only, and Ventas expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations. Please note that quantitative reconciliations between each non-GAAP financial measure contained in this presentation and its most directly comparable GAAP measure are available on the Investor Relations section of our web site at www.VentasREIT.com.

  • I'll now turn the call over to Debra A. Cafaro, Chairman, President, and Chief Executive Officer. Please go ahead, Debra.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Thank you, Eddie. Good morning, and thanks to everyone for joining the Ventas third quarter 2003 earnings call. Today I have the pleasure of joining you from Louisville with my Ventas colleagues.

  • This quarter, Ventas had another excellent performance. We continue to produce reliable, growing FFO; our free cash flow has increased significantly, and the company is poised to produce results in its strategic growth and diversification program as we move toward and into 2004.

  • As a result of our efforts, we're also pleased to raise our FFO guidance for the full year to $1.52 to $1.54 per share. If we achieve these results, this would represent a 13 percent year-over-year FFO growth rate compared to full year 2002. We are also increasing guidance for 2004 to between $1.58 and $1.62 per diluted share. It remains our objective to manage the company for total shareholder return, and to reward our shareholder with superior, risk-adjusted returns year in and year out.

  • This quarter, we grew normalized FFO per share by 8 percent to 40 cents per diluted share. Our performance is the result of the all-cash escalators contained in our master leases with Kindred, our accretive PHI investments, and substantially lower debt balances.

  • I think it's also important to focus on the quality of our reported FFO at Ventas, which is very high. What I mean is that our FFO correlates almost to the penny with our cash flow from operations. As a result, I'd like to say that our earnings are money good (ph), and provide strong support for our dividend payments and our ability to invest in health-care assets from our free cash flow.

  • While our rent continues to grow, it also remains highly reliable, because our property level coverages are well above market, and Kindred's profitability is improving. Specifically, for the trailing 12 months ended 6/30 of '03, the EBITDAR to rent coverages at our Kindred portfolio are 1.6 times after full management fees, appropriate period professional liability expense, and gRalphing up historical rents by the $8.6 million in extra rent we allocated to 19 hospitals as part of the Florida transaction. By any measure, this is a very conservative presentation.

  • Despite the impact of the so-called SNF cliff (ph) that took us back in October of 2002, our health-care portfolio remains extremely productive and allows our rent to be well-supported by the cash flow from our assets.

  • Second, Kindred's credit quality continues to improve, giving our future rent streams further reliability on top of the structural superiority of our pooled multifacility master leases and the strong cash flow from the facilities.

  • Because of the mutually beneficial Florida Texas disposition transaction, positive reimbursement trends, and Kindred's operating efforts, Kindred shareholders now enjoy about $700 million of equity value. At Ventas, we welcome Kindred's success at creating shareholder value. And we hope to build on the success of the Florida transaction by working with Kindred on other matters of mutual importance to the company.

  • In my mind, these developments at Kindred further enhance the value of Ventas' expected rent stream, especially when layered on top of the proven strength of our master leases and the cash flow coverages of the asset.

  • As our rent streams are becoming more secure, the Ventas balance sheet continues to improve meaningfully. At quarter end, we had $669 million of net debt, reaching a 3.4 times net debt to EBITDA level. To put this statistic in context, we have improved our leverage 1.5 turns since our 12/31/01 balance sheet showed our leverage at about 5 times. Continuing that progress, this quarter we've received sale proceeds of $2.3 million from a non-operating skilled nursing facility, and we recently also received another million dollar disbursement from the joint tax escrow we maintain with Kindred.

  • And our financial improvements have been accelerated by our programmatic disposition of our Kindred equity stake. As you may recall, we received about 1.5 million shares of Kindred common equity when Kindred emerged from bankruptcy in 2001. Those shares were then valued at about $12 per share. Since then, we have disposed of those shares for a total value of $48 million. This averaged about $32 a share, and resulted in a $30 million total gain to Ventas. We view this as a very positive outcome for our shareholders.

  • All of these developments demonstrate our focus on continuing to reduce the risk profile of our company while at the same time consistently increasing our earnings and creating shareholder value.

  • If we look at external trends in our industry, we are glad to report that reimbursement for those skilled nursing facilities and long-term acute care hospitals is stable to improving. On Medicare for the skilled nursing home, CMS finalized this quarter for a 6.26 percent rate increase, effective October 1, 2003. This increase equates to approximately $20 per Medicare patient day, or about 33 million annually to Kindred's revenue line. Keep in mind that some or all of these increases may not fall to the bottom line, and operator costs may increase as well. One of the potential costs is of course professional liability expense, which is actuarially determined each quarter and somewhat unpredictable. However, Kindred and the other operators have publicly indicated that they believe their professional liability accruals have begun to stabilize.

  • Medicaid for the nursing homes has also been increasing. As the states have crafted their final fiscal year 2004 budget, Medicaid rates at the nursing homes are seeing CPI-type (ph) increases, which is a far better scenario than many had been predicting.

  • Turning to the long-term acute care hospital business, Kindred has stated that it intends to transition 59 of its 61 long-term acute care hospitals to the full federal rate under LTAC PPS in September of 2003. This decision indicates Kindred management's belief that on its current patient base it can operate successfully under the new budget-neutral reimbursement regime. We continue to believe in the impact of LTAC PPS on Kindred should be neutral to moderately positive.

  • Looking forward, we expect our acquisitions, diversification and marketing efforts to produce tangible results in the foreseeable future. We're seeing more activity in the market and a fuller acquisition pipeline. At the recent NIC conference, we introduced our aggressive new marketing campaign and our new tagline, "Custom Capital Tailored For Growth," to emphasize our ability to provide financing (technical difficulty) quality health-care operators.

  • We are actively analyzing and underwriting a number of select transactions that we view as attractive from a risk-reward and portfolio standpoint. We will remain selective in our decisions, and we can't predict the timing or size of the investments we will make. But we are increasingly confident about our ability to make attractive investments. And if we are successful in utilizing our current balance sheet capacity on new diversified acquisitions, we should see meaningful incremental growth in our 2004 FFO.

  • Finally, I just want to say a word about the 2004 dividend. As we have told you, we seek to establish our dividend rate during the first quarter of each year, and it remains subject to review and approval of our Board of Directors each quarter. Given our increased 2004 guidance, it's fair to say that our shareholders can expect to see a significant bump in the end (ph) 2004 dividend based on what we can predict at this time. We look forward to providing our shareholders with greater specificity on the dividend in early 2004.

  • So I would like to turn the call over now to Rick Schweinhart, our CFO, so he can review our third-quarter results in detail, after which we'll be happy to answer questions. Rick?

  • Rick Schweinhart - Chief Financial Officer, EVP

  • Thank you, Debbie. Normalized FFO for the third quarter totaled 32.2 million dollars or 40 cents per diluted share, compared to 26.3 million or 37 cents per diluted share for the third quarter of the previous year. The $6 million increase is attributable to $6 million of revenue increases and a $5 million decrease in interest expense, offset by a 2 million dollar reversal of an income tax accrual in the third quarter of last year, a $2 million decrease in rental income from sold assets, and a current-year $845,000 impairment charge on one non-operating nursing home we are marketing for sale. Consistent with the SEC's recent position, we did not add back the impairment expense to normalized FFO.

  • GAAP net income for the quarter was 32.2 million or 40 cents per diluted share, compared to last year's 17.1 million or 24 cents per diluted share. In addition to the changes discussed above, this year's third quarter includes $8 million of gain on the sale of Kindred stock, and a $2 million gain on the sale of a non-operating nursing home. Both the gain on the sale of the nursing home and the previously mentioned impairment are reflected in discontinued operations in this quarter's results.

  • Rental revenue and interest income for the quarter totaled $52 million compared to $46 million last year. The $6 million increase was due -- 1.5 million to the May 1st Kindred escalators, 2.2 million to the Kindred management lease amendment, effective July 1st, and 2.3 million to the THI transaction in the fourth quarter of 2002.

  • In the third quarter this year, the company realized a gain of 8.1 million on the sale of 780,814 shares of Kindred stock. The net proceeds of 17.6 million were used to pay revolver debt and for general corporate purposes. In the third quarter last year, the company realized a gain of 1.2 million on the sale of Kindred stock. As of September 30, 2003, the company did not own any Kindred common stock.

  • Combined debt in the United States settlement decreased $154 million from $833 million at September 30, 2002 to 679 million at September 30, 2003. Interest expense, including discontinued, declined $5 million, primarily due to this reduction in the company's leverage. Reduced debt balances are due to free cash flow, the sale of Kindred stock, our equity offering in December 2002, and the second-quarter sale of the Florida and Texas properties, offset by the 75 million THI investment.

  • Diluted shares increased from 70 million last year to 80.3 million this year, reflecting our December 2002 equity offering, and to a lesser extent, stock option exercises.

  • We increased our 2003 normalized FFO guidance to $1.52 to $1.54 per diluted share, and our 2004 normalized FFO guidance to $1.58 to $1.62 per diluted share. As always, the company's guidance excludes gains and losses on the sale of assets, the non-cash effect of swapping effectiveness, under SFAS 133 and 138, and the impact of acquisitions, additional divestitures, and other capital transactions. It also excludes any earnings impact of potential -- or potential cash impact, if any, should we decide to reduce the no fall (ph) amount of our stock (ph).

  • In sum, this quarter, we continued the positive trends of growing FFO, increasing cash flow, and improving our balance sheet. Back to you, Debbie.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Thanks, Rick. Laurie, we'll be happy to open the call to questions at this time.

  • Operator

  • (OPERATOR INSTRUCTIONS) Tony Howard, Hilliard Lyons.

  • Tony Howard - Analyst

  • Congratulations on a good quarter. Question as far as -- obviously, you don't include the sale of Kindred stock in your FFO calculation. But it has helped as far as your being able to build up your cash flow numbers. I wondered, as far as in your 2004 forecast -- what do you see as far as your ability to raise capital and funding some of your debt -- both either fixed or variable?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Okay, I want to -- could you repeat the question?

  • Tony Howard - Analyst

  • Yes, as far as your cash flow over the last couple of years has been helped by the sale of Kindred stock. And obviously, you don't include it in your FFO calculation, but it has helped as far as producing cash flow. I am wondering what will help you as far as offsetting that going forward, especially in 2004 and your projections.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Okay, thank you. A couple of things -- one is that since we were able to realize about $50 million worth of value from the Kindred equity state, we use that as a delevering tool, and the benefits of that delevering will obviously continue in reduced interest expense going forward. And then that of course will benefit us in 2004, because we expect we have maybe give or take $30 million of free cash flow just generated from operations after the dividend to continue to use for diversifying investments. And based upon our record in the capital markets, I would hope and expect that we would have access to the capital markets as we need it in 2004.

  • Tony Howard - Analyst

  • Thank you. Second question and final question is -- you had mentioned about the interest rate swap. I'm not clear -- do you expect to expand that going forward next year, to maybe adjust for the potential rising interest rate environment, or do expect to reduce that?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Thank you. We currently have no floating rate exposure, which we view as a positive. If -- our swap rate now is a 450 million notional amount, and we would expect either that we will increase our floating-rate debt balances, or potentially actually reduce the notional amount of the swap by 100 or 150 million to more closely match what our current variable rate debt balance is.

  • Operator

  • Ray Garson (ph), UBS.

  • Ray Garson - Analyst

  • Thanks. I have a couple of -- just, first -- cleanup items. Deb or Rick, should we expect you to pay your fourth quarter dividend in the fourth quarter, or carry it over into the next year?

  • Rick Schweinhart - Chief Financial Officer, EVP

  • Typically, we pay it in the fourth quarter. We haven't (ph) really declared the dividend yet, so we'll just have to wait and see what we're going to do.

  • Ray Garson - Analyst

  • Okay. In terms of the debt reduction that was accomplished during the quarter -- was that all applied against the revolver, or was there any term loan or bond debt taken out?

  • Rick Schweinhart - Chief Financial Officer, EVP

  • It was all against the revolver.

  • Ray Garson - Analyst

  • Okay. Deb, you gave some coverage statistics for Kindred, which is helpful. I am just wondering -- can you provide anything with respect to Trans Health?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • The Trans Health properties are performing spot on to where we underwrote them. And it was about 1.25, 1.3 times after management fees of the sale leaseback portfolio, and of course, higher coverages on the loan portfolio.

  • Ray Garson - Analyst

  • Sure. Do you expect that that mez (ph) part of the transaction will remain outstanding for maturity?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • We don't know what Trans Health's plans are to repay us. There was an early payment fee if the loan gets taken out I think prior to its final year.

  • Ray Garson - Analyst

  • So there's a prepayment filing (ph) -- that's right. And then Deb, you made a comment earlier in your statement about your willingness to work with Kindred on other kind of mutually beneficial transactions. I'm just curious if you could provide any additional color with respect to what that might be?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • I'd be happy to do that. I think the key takeaway from the Florida Texas transaction was that we were able to work together with Kindred to create a transaction that was very positive for both companies. So we would like to really use that spirit of cooperation to try to work with them on other situations that might provide mutual benefit for both of us as well.

  • Ray Garson - Analyst

  • So additional dispositions or --?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • We could look at a number of things with them, I think, that could really improve those companies.

  • Ray Garson - Analyst

  • Okay. And is there any specific timeline at this point, or just something that going forward you think is an opportunity?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • I think we do have other opportunities, particularly as those companies have seen how powerful and beneficial it can be for them to work together.

  • Ray Garson - Analyst

  • Okay. And then obviously tremendous job in terms of strength on the balance sheet. Two questions there -- just with respect to diversification initiatives going forward -- is it fair to assume that the majority of them will be debt-financed?

  • And then, secondarily -- just curious if you've had a chance to sit down with the rating agencies recently, because clearly the credit profile has improved substantially?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Okay, we will answer both of those. First of all, we've done some back-of-the-envelope calculations that would suggest that we could acquire about $200 million worth of assets without raising any additional equity, and still stay well within the 3.5 to 4 times net debt to EBITDA targets we've established for ourselves. So, we feel good about that.

  • And then secondly, as far as the rating agencies -- we remain in constant dialogue with both of the rating agencies, and we have been very persistent and open about our views that we want to improve our credit rating, and that we believe our actions have demonstrated that we deserve to be upgraded.

  • Operator

  • Rich Anderson, Maxcorp Financial.

  • Rich Anderson - Analyst

  • Despite the talk of sort of the positive outlook from an acquisition standpoint and diversification plan, would you characterize the process as moving slower than you had maybe anticipated six months ago, in terms of getting a deal done?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • You know, I really -- I wouldn't say that -- and good morning to you, Rich, thanks for tuning in. We are actively working on a number of transactions. And I think if you look at the company's history over the last five years, I think what you would see it is that we have been very sort of consistent about establishing and articulating goals. And then there's been a period of time where we've worked very hard to execute on those goals. And it's then sort of a period of dormancy. And then we sort of get traction, and have a breakthrough event. And I really feel that that's where we are on the acquisition front right now. So I feel very good about where we are.

  • Rich Anderson - Analyst

  • What are the costs associated with the marketing plan that you unveiled at NIC (ph)?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Well, I would say that we look at marketing sort of in a bigger basket than that. But I would guesstimate that's 100 to 2 (ph), all things considered.

  • Rich Anderson - Analyst

  • Okay. Any other sort of non-operating properties in the portfolio that you'd divest yourself of the near-term?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • We actually have two other non-operating assets that we're sort of keeping in our drawer. We haven't been reporting rent on those for some time. And we would hope to receive either sale proceeds or rental payments on those assets as we look into 2004.

  • Rich Anderson - Analyst

  • Okay. Your shares went up sequentially by 700,000 or so. Is that a reflection of the activity in the DRIP?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • No, it's mostly the option exercises, as well as on the diluted shares. The increasing stock price obviously has an impact on how many diluted shares are outstanding -- and with increases in the stock price increasing diluted shares outstanding.

  • Rich Anderson - Analyst

  • Understood. But no activity in the DRIP, then?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Very minimal at this time.

  • Rich Anderson - Analyst

  • Okay. Last question -- on your second-to-last page -- and you go through the coverages -- actually, I guess it's a two-part question. One, the Master Lease 5 had its coverage dip by from 1 6 to a 1 4 number. Is there anything specific to that pool that is different than the others, and saw a disproportionate share of the minor decline in coverage from last quarter?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Yes. If you recall the strength of the pooled multifacility master leases is that they were originally constituted to be very balanced between hospitals and nursing homes. When we created Master Lease 5, we did that to secure our CMBS transaction, and we put 40 nursing homes only in that portfolio, because that's what the CMBS market wanted. And so as a result, that portfolio, which has 40 nursing homes in it, has a disproportionate SNF cliff impact in it.

  • Rich Anderson - Analyst

  • Okay, understood. Last question -- could you sort of explain the $18.6 million adjustment to the EBITDAR coverage -- that go through in the footnote?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Absolutely. Basically, in short order what that is is when Kindred announced its very large professional liability charges, it also announced that many of those charges resulted from actuarial events in prior years. And if you want to think about it, it is basically a straight lining of those expenses over the appropriate period.

  • Operator

  • A.J. Rice, Merrill Lynch.

  • David Tupros - Analyst

  • Actually, it's David Tupros (ph) for A.J. I guess the only question I'd have to ask is -- of the potential transactions or the activity that you're seeing, is there more or less activity in a particular sector? Are there bigger deals out there than before?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • I'm going to ask our Chief Investment Officer, Ray Lewis, to address that, David.

  • Ray Lewis - Senior VP, Chief Investment Officer

  • I think generally we've seen a pickup in the acquisition market -- particularly in the skilled nursing side, where the reimbursement event that Debbie described in her comments have provided more clarity as buyers are underwriting cash flows and as sellers are looking to sort of monetize. In addition, I think the assisted living side -- we're expecting to see more activity there heading into the first quarter of next year as we see more talk about consolidation, some private equity investments maturing and looking to monetize in some of the larger companies there, and then also some of the bankruptcies, such as Altera (ph), resolving.

  • And then, finally, I think the cap rate compression that we are seeing in the marketplace -- albeit nominal relative to other areas of real estate -- in long-term care is driving, I think, or -- narrowing the bid/ask. So all of that I think is leading to sort of more activity acRalph the board, with particular emphasis in the short-term on skilled nursing opportunities.

  • Operator

  • (OPERATOR INSTRUCTIONS) Chuck Ralph, Insight Investments.

  • Chuck Ralph - Analyst

  • Very good quarter. You just talked about the acquisition environment and the cap rate compression -- can you talk a little bit about where cap rates are now?

  • Ray Lewis - Senior VP, Chief Investment Officer

  • Sure, I think cap rates in the skilled nursing market -- and I will use multiples there on trailing -- are between 6 to 8, but have kind of crept up more with a 7 in front of them more often. The assisted living market -- cap rates remain in the 10 to 12 percent range. The higher quality assets that we've seen trade have traded on lower end of that range, with some of the lower-quality assets trading toward the higher end, but drifting downward toward the 10s.

  • And in the independent living side, where we probably have seen the most cap rate compression, given the fact that it is more of a corollary to the traditional multi-family real estate, we are seeing cap rates ranging between 9 percent on the low end to 10.5 percent.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • And those -- just a point of clarification -- are both multiples and cap rates on operator EBITDA.

  • Chuck Ralph - Analyst

  • Okay. How about in the hospital world -- or do you not look too much over there?

  • Ray Lewis - Senior VP, Chief Investment Officer

  • We do look in the hospital world. We haven't seen the types of cap rate movement in hospitals that we have in the long-term care sector. I think -- there we are still seeing 4 to 6 times generally as cap rate ranges, depending upon the type of hospital, its location, urban versus rural, etc.

  • Chuck Ralph - Analyst

  • Okay. Debbie, you just a had a quarter with 40 cents of normalized FFO. Next year, you are showing a midpoint of a buck 60, which would indicate no improvement, since we know revenues are going up, and without an acquisition, interest expense is going down. That would imply a large increase in G&A

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Not a large increase in G&A. I can explain to you sort of how we get there. If you look at the midpoint of the range, Chuck, that equates to a little more than 130 million of 2004 FFO on what we would expect to be a higher diluted share base from continued option exercises and a potentially higher stock price.

  • And the way we get there is -- basically, we have a 6 million net pickup in Kindred revenue next year minus the $4.1 million non-recurring lease termination fee we got in '03, and then some G&A increases that would potentially zero that out. And then the pickup is really due to interest savings.

  • Chuck Ralph - Analyst

  • I'm sorry -- after the 4.1, what was the next thing that you said would zero it out?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Well, there are potential G&A increases that are built into the guidance that would zero that out. And then you pick up the interest savings, which is significant.

  • Chuck Ralph - Analyst

  • The 4.1 -- what quarter was that in?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • That was in the second quarter, but you're -- I'm trying to give you full year versus full year.

  • Chuck Ralph - Analyst

  • Okay. Because I was going to say, that doesn't impact this quarter, where you're already at the buck 60 (multiple speakers) annual rate. Okay.

  • The G&A and professional fees -- how do you view that versus your competition? Do you feel like you're high there?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • I think we're average, and we've done sort of a historical study on that. And I think what you are seeing is what these companies need, and you see the example at HCTI (ph) with my friend Jay (ph) sort of adding management is -- it really does take a full management team to appropriately maintain and grow these portfolios. And so I think our G&A is average.

  • I do expect it, however -- and I have said this -- to decrease as a percentage of revenues as we are successful in growing our asset base.

  • Operator

  • (OPERATOR INSTRUCTIONS) Jerry Doctrow, Legg Mason.

  • Jerry Doctrow - Analyst

  • A number of things have been asked and answered. I just wanted to pursue a couple of things. On some of the share count issues, there's a couple of things that you do that I just wanted kind of review what your sort of assumptions are. One is this amortization restricted stock grants and the other is kind of just the converted options preferred stock debentures and that sort of thing, which I guess was 168,000 shares in the quarter.

  • Kind of what is your sort of assumption about run rate next year? Obviously varies with stock price, but just maybe a range?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • It does -- we sort of make assumptions, Jerry, about what our stock price will be. And also, I think we estimate that maybe 10 percent of the -- in the money options in any given year might be exercised. So that could lead to somewhere between a million-and-a-half and 2 million more diluted shares outstanding next year.

  • And in terms of this quarter, I think it was principally from option exercises that you are seeing the additional share count.

  • Jerry Doctrow - Analyst

  • Okay. How about just on the amortization of the restricted stock grants -- is that fairly stable at this point, or --?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • It is. That doesn't really affect significantly the diluted shares outstanding. That's just basically a compensatory expense that relates to vesting of restricted shares that have been granted in prior years and could be granted with respect to the current year.

  • Jerry Doctrow - Analyst

  • But fairly stable is what your expectations would be.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Yes, it is very stable.

  • Jerry Doctrow - Analyst

  • Okay. Let me take a look and see if there is anything else. I think everything else has actually been pretty much answered, so thanks.

  • Operator

  • Jordan Sadler, Smith Barney.

  • Jordan Sadler - Analyst

  • I just had a quick follow-up on -- you talked about the $200 million in acquisitions I guess -- or in dry powder that you guys have right now. Have you factored any of that at all into the guidance for '04, and if so, what sort of spreads or cap rates versus interest rate assumptions?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • That is an important question. We differ from some of our peers in this regard. We have a really good sort of steady-state model because of the internal growth that we have in the portfolio. So our earning guidance is historically before we get the benefit of any acquisitions or divestitures. And so our guidance is -- shows a high level of growth on our same-store portfolio.

  • And in terms of -- to answer your specific question -- and it's important to handle it in two parts -- we could, back-of-the-envelope, acquire $200 million worth of assets without raising any equity and still stay within the 3.5 to 4 times leverage that we have set for ourselves. We do however have about $270 million in liquidity or dry powder to make acquisitions.

  • Jordan Sadler - Analyst

  • Okay. And I guess one other thing -- you talked about underwriting of loans at this point, I think, as an opportunity -- can you just give us a little more color on that front (multiple speakers) for the utilities (ph) --

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Yes, we are mostly focusing on the basic sale leaseback product. If we do make any loans, we would expect them to always be fairly granular, and also not exceed about 5 percent of our total asset base. So we are much more focused on the sale leaseback product.

  • Jordan Sadler - Analyst

  • ALFs (ph) -- LTACs -- which product?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Basically, skilled nursing, assisted and independent living, and specialty hospitals is where most of our focus is.

  • Operator

  • Jerry Doctrow, Legg Mason.

  • Jerry Doctrow - Analyst

  • Just on your interest rate kind of run rate -- just trying to think through the effect of the swap and all that sort of thing. I think we have you down as about 8.4 percent for sort of the quarter. I mean what's again your sense on run rate kind of going forward?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • In terms of a rate?

  • Jerry Doctrow - Analyst

  • Yes, in terms of rates or dollars. But a rate would probably be helpful.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Well, I think with the swap embedded in it and deferred financing fees, it's going to be sort of -- 8.5, just rough numbers. Obviously, if we break the swap, then if we have variable-rate balances in excess of the notional amount, we'll get the benefit of the low LIBOR rates, which we're not getting right now.

  • Jerry Doctrow - Analyst

  • Right. There's clearly some benefits to adding some of that debt that you're talking about, so --

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Agreed.

  • Jerry Doctrow - Analyst

  • And any thought about acquisition opportunities in the space?

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Yes, that's all we think about all the time. We are really focused on implementing the strategic --

  • Jerry Doctrow - Analyst

  • I'm sorry, I'm thinking about other comp -- I guess, M&A activity, and that --

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • No, it's funny, I knew you meant that (multiple speakers). We have always said that -- two things. One is we think that consolidation would be an effective way for our shareholders to obtain diversification, and also that we think the sector is -- it's appropriate for the sector. And we would hope that Ventas would be an active player in that consolidation. And so I hope that answers your question.

  • Operator

  • Ms. Cafaro, it appears we that have no further questions in the queue at this time. I will turn the conference back to you for any closing or additional comments.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Okay, Laurie, thank you. We really appreciate the participation of all of our investors and other participants. We are glad to have your support, and want you to know that we will continue to focus all of our energies on making the right decisions so that we really can create an excellent company and long-term shareholder value. We really are all about trying to deliver for you consistent, superior total shareholder return. So thanks again, and we look forward to seeing all of you soon.

  • Operator

  • Thank you, everyone. That does conclude today's conference. We do thank you for your participation. On behalf of Ventas and Premier Conferencing, I would like to wish everyone a great day.

  • Debra A. Cafaro - Chairman, President, Chief Executive Officer

  • Thank you.