8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 22, 2003

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-9028	95-3997619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150, Newport Beach, California 92660-6429

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (949) 718-4400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2003, we issued a press release, which sets forth our results of operations for the quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

2

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.

	NATIONWIDE HEALTH PROPERTIES, INC.
Date: October 22, 2003	By:	/s/    Mark L. Desmond
		Name:	Mark L. Desmond
		Title:	Senior Vice President and Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:
R. Bruce Andrews President & CEO (949) 718-4400 Mark L. Desmond Senior Vice President & CFO (949) 718-4400

NHP REPORTS THIRD QUARTER RESULTS

(NEWPORT BEACH, California, October 22, 2003) … Nationwide Health Properties, Inc. (NYSE:NHP) announced today results of its operations for the third quarter of 2003 and the nine months ended September 30, 2003.

Revenues for the third quarter of 2003 were $40,971,000 versus $39,724,000 a year ago and net income available to common stockholders was $12,759,000 ($0.22 per share) compared to $12,334,000 ($.25 per share) for the third quarter of 2002. Funds from operations (FFO) was $23,857,000 ($0.41 per diluted share) compared with $22,458,000 ($.46 per diluted share) for the third quarter of 2002. (FFO is a non-GAAP measure that the Company believes is important to an understanding of its operations; a reconciliation between FFO and net income, the most directly comparable GAAP financial measure, is included in the accompanying financial data.)

Revenues for the nine months ended September 30, 2003 were $121,811,000 versus $112,986,000 a year ago and net income available to common stockholders was $35,922,000 ($0.66 per share) compared to $23,564,000 ($0.48 per share) for the nine months ended September 30, 2002. For the nine months ended September 30, 2003,

diluted FFO per share was $1.27 versus $1.34 for the nine months ended September 30, 2002.

“Earnings are in line with management’s expectations,” said R. Bruce Andrews, President & Chief Executive Officer. “The Company is beginning to see some attractive investment opportunities which could benefit earnings next year.”

The Company has scheduled a conference call and webcast later today at 1:00 p.m. Pacific time in order to present the Company’s performance and operating results for the quarter ended September 30, 2003. The conference call is accessible by dialing (877) 356-5705 or by logging on to our website at www.nhp-reit.com and selecting the News, Filings, Governance page on the menu bar. The earnings release and any additional financial information that may be discussed on the conference call will also be available at the same location on our website. A digitized replay of the conference call will be available from 4:30 p.m. PDT today until midnight Thursday, November 6, 2003. Callers can access the replay be dialing (800) 642-1687 or (706) 645-9291 and entering conference ID number 3218828. Webcast replays will also be available on our website for at least 12 months following the conference call.

Nationwide Health Properties, Inc. is a real estate investment trust that invests in senior housing and long-term care facilities. The Company and its joint venture have investments in 378 facilities in 38 states. For more information on Nationwide Health Properties, Inc., visit our website at http://www.nhp-reit.com.

###

Certain information contained in this news release includes forward-looking statements. Forward looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward looking terminology such as “may”, “will”, “anticipates”, “expects”, “believes”, “intends”, “should” or comparable terms or the negative thereof. All forward-looking statements included in this news release are based on information available to us on the date hereof. Such statements speak only as of the date hereof and we assume no obligation to update such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include (without limitation) the following: the effect of economic and market conditions and changes in interest rates; the general distress of the healthcare industry; government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; continued deterioration of the operating results or financial condition, including bankruptcies, of our tenants; the ability of our operators to repay deferred rent or loans in future periods; our ability to attract new operators for certain facilities; occupancy levels at certain facilities; our ability to sell certain facilities for their book value; the amount and yield of any additional investments; changes in tax laws and regulations affecting real estate investment trusts; access to the capital markets and the cost of capital; changes in the ratings of our debt securities; and the risk factors described from time to time in the SEC reports filed by the Company.

NATIONWIDE HEALTH PROPERTIES, INC.

STATEMENTS OF OPERATIONS

SEPTEMBER 30, 2003

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Revenues:
Rental income	$	37,640		$	36,505		$	111,921		$	102,040
Interest and other income		3,331			3,219			9,890			10,946
		40,971			39,724			121,811			112,986
Expenses:
Interest & amortization of deferred financing costs		13,690			14,849			43,328			39,878
Depreciation and amortization		10,911			9,888			32,328			26,284
General and administrative		2,044			2,089			5,945			5,691
Impairment of assets		—			—			—			12,472
		26,645			26,826			81,601			84,325
Income before unconsolidated entities		14,326			12,898			40,210			28,661
Income from unconsolidated joint venture		473			366			1,455			725
Income from continuing operations		14,799			13,264			41,665			29,386
Discontinued operations
Gain on sale of facilities		—			3,008			444			3,110
Loss from discontinued operations		(121	)		(2,019	)		(429	)		(3,174	)
		(121	)		989			15			(64	)
Net income		14,678			14,253			41,680			29,322
Preferred stock dividends		(1,919	)		(1,919	)		(5,758	)		(5,758	)
Net income available to common stockholders	$	12,759		$	12,334		$	35,922		$	23,564
Adjustments for funds from operations:
Depreciation and amortization		10,911			9,888			32,328			26,284
Depreciation in income from joint venture		187			153			561			306
Depreciation in discontinued operations		—			274			150			1,106
Gain on sale of facilities		—			(3,008	)		(444	)		(3,110	)
Impairment of assets in discontinued operations		—			2,817			645			4,882
Impairment of assets		—			—			—			12,472
Funds From Operations (“FFO”) available to common stockholders (1)	$	23,857		$	22,458		$	69,162		$	65,504
Basic/diluted per share amounts available to common stockholders:
Income from continuing operations	$	0.22		$	0.23		$	0.66		$	0.48
Net income	$	0.22		$	0.25		$	0.66		$	0.48
Funds from operations (1)	$	0.41		$	0.46		$	1.27		$	1.34
Weighted average shares outstanding		58,822			49,161			54,539			48,778

(1) We believe that funds from operations is an important supplemental measure of operating performance because it excludes the effect of depreciation, impairment of assets and gains (losses) from sales of facilities (all of which are based on historical costs which may be of limited relevance in evaluating current performance). Additionally, funds from operations is widely used by industry analysts as a measure of operating performance for equity REITs. We therefore disclose funds from operations, although it is a measurement that is not defined by accounting principles generally accepted in the United States. We define funds from operations as income before extraordinary items adjusted for certain non-cash items, primarily real estate depreciation and impairment of assets, less gains/losses on sales of facilities. Our measure may not be comparable to similarly titled measures used by other REITs. Consequently, our funds from operations may not provide a meaningful measure of our performance as compared to that of other REITs. Funds from operations does not represent cash generated from operating activities as defined by accounting principles generally accepted in the United States (funds from operations does not include changes in operating assets and liabilities) and, therefore, should not be considered as an alternative to net income as the primary indicator of operating performance or to cash flow as a measure of liquidity.

NATIONWIDE HEALTH PROPERTIES, INC.

BALANCE SHEETS

SEPTEMBER 30, 2003

(IN THOUSANDS)

ASSETS	September 30, 2003			December 31, 2002
Investments in real estate:
Real estate properties
Land	$	153,692		$	154,563
Buildings and improvements		1,314,598			1,299,625
		1,468,290			1,454,188
Less accumulated depreciation		(254,888	)		(224,400	)
		1,213,402			1,229,788
Mortgage loans receivable, net		100,159			99,292
Investment in unconsolidated joint venture		15,043			16,115
		1,328,604			1,345,195
Cash and cash equivalents		10,823			8,387
Receivables		4,474			4,429
Assets held for sale		5,211			9,682
Other assets		46,783			42,240
	$	1,395,895		$	1,409,933
LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank borrowings	$	50,000		$	107,000
Senior notes due 2003–2038		548,750			614,750
Notes and bonds payable		136,908			111,303
Accounts payable and accrued liabilities		48,956			47,740
Stockholders’ equity:
Preferred stock		100,000			100,000
Common stock		5,880			4,916
Capital in excess of par value		722,113			610,173
Cumulative net income		722,191			680,511
Cumulative dividends		(938,903	)		(866,460	)
Total stockholders’ equity		611,281			529,140
	$	1,395,895		$	1,409,933

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

SEPTEMBER 30, 2003

PORTFOLIO COMPOSITION
EQUITY OWNERSHIP	94	%
MORTGAGE LOANS RECEIVABLE	6	%
	100	%
ASSISTED LIVING FACILITIES	47	%
SKILLED NURSING FACILITIES	39	%
CONTINUING CARE RETIREMENT COMMUNITIES	13	%
OTHER	1	%
	100	%

OWNED FACILITIES
	FACILITIES	INVESTMENT
ASSISTED LIVING FACILITIES	128	$	725,090,000	$	71,122	PER UNIT
SKILLED NURSING FACILITIES	159	$	538,990,000	$	29,660	PER BED
CONTINUING CARE RETIREMENT COM.	11	$	187,139,000	$	63,935	PER BED/UNIT
REHABILITATION HOSPITAL	1	$	10,710,000	$	178,500	PER BED
LONG-TERM ACUTE CARE HOSPITAL	1	$	6,361,000	$	113,589	PER BED
MORTGAGE LOANS RECEIVABLE
	FACILITIES	INVESTMENT
SKILLED NURSING FACILITIES	25	$	69,159,000	$	22,266	PER BED
ASSISTED LIVING FACILITIES	3	$	18,007,000	$	54,402	PER UNIT
CONTINUING CARE RETIREMENT COM.	1	$	12,993,000	$	52,391	PER BED/UNIT

	2003		2002		2001
TOTAL RENT COVERAGE—MATURE FACILITIES
ASSISTED LIVING FACILITIES	1.32		1.42		1.67
SKILLED NURSING FACILITIES	1.66		1.71		1.57
CONTINUING CARE RETIREMENT COMMUNITIES	1.55		1.47		1.69
OCCUPANCY—MATURE FACILITIES
ASSISTED LIVING FACILITIES	88	%	88	%	89	%
SKILLED NURSING FACILITIES	83	%	84	%	87	%
CONTINUING CARE RETIREMENT COMMUNITIES	90	%	90	%	92	%
PERCENT PRIVATE PAY AND MEDICARE
ASSISTED LIVING FACILITIES	100	%	100	%	100	%
SKILLED NURSING FACILITIES	30	%	29	%	28	%

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

SEPTEMBER 30, 2003

INVESTMENT BY OPERATOR (excluding assets held for sale)	NUMBER OF FACILITIES	INVESTMENT AMOUNT		PERCENT OF INVESTMENT		PERCENT OF REVENUES
ALTERRA HEALTHCARECORPORATION*	54	$	193,261,000	12	%	12	%
AMERICAN RETIREMENTCORPORATION*	16		186,242,000	12	%	12	%
ATRIA SENIOR LIVING GROUP	17		124,583,000	8	%	11	%
BEVERLY ENTERPRISES, INC.*	29		97,213,000	6	%	8	%
SENIOR SERVICES OF AMERICA	10		69,987,000	5	%	2	%
LAUREATE GROUP	4		69,702,000	4	%	4	%
COMPLETE CARE SERVICES	33		66,160,000	4	%	5	%
NEXION HEALTH MANAGEMENT, INC.	23		59,203,000	4	%	5	%
AMERICAN SENIOR LIVING	10		58,888,000	4	%	3	%
EPOCH SENIOR LIVING, INC.	6		53,354,000	3	%	3	%
LIBERTY HEALTHCARE	13		49,549,000	3	%	3	%
LIFE CARE CENTERS OF AMERICA, INC.	6		46,705,000	3	%	3	%
THE NEWTON GROUP, LLC	4		42,371,000	3	%	2	%
TRANS HEALTHCARE, INC.	7		30,333,000	2	%	2	%
AMERICAN HEALTH CENTERS	6		22,495,000	1	%	2	%
OTHER—PUBLIC COMPANIES	23		90,596,000	6	%	6	%
OTHER	68		307,807,000	20	%	17	%
	329	$	1,568,449,000	100	%	100	%
* PUBLIC COMPANY

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

SEPTEMBER 30, 2003

SECURITY DEPOSITS
BANK LETTERS OF CREDIT		$	31,252,000
CASH DEPOSITS		$	15,325,000
CURRENT CAPITALIZATION
REVOLVING BANK LINE OF CREDIT		$	50,000,000		3	%
SENIOR DEBT		$	685,658,000		43	%
EQUITY (UNDEPRECIATED BOOK BASIS)		$	866,169,000		54	%
CURRENT YEAR ACQUISITIONS
2 SKILLED NURSING FACILITIES	242		BEDS	$	9,077,000
1 ASSISTED LIVING FACILITIES	74		UNITS		4,586,000
				$	13,663,000

MEDIUM TERM NOTE MATURITIES
YEAR	AMOUNT
Q4 2003		41,500,000	(1)
Q1 2004		23,750,000
Q3 2004		44,000,000
Q4 2004		55,000,000	(2)
Q1 2005		18,000,000
2006		63,500,000
2007		85,000,000
2008		65,000,000	(3)
2009		50,000,000
2010		—
2011		—
2012		100,000,000
THEREAFTER		3,000,000
	$	548,750,000

(1) Includes $41,500,000 of 7.6% MTNs putable November of 2003, ’0, ’13, ’18, ’23 with a final maturity in 2028.

(2) Includes $55,000,000 of 6.9% MTNs putable October of 2004, ’07, ’09, ’12, ’17, ’27 with a final maturity in 2037.

(3) Includes $40,000,000 of 6.59% MTNs putable July of 2008, ’13, ’18, ’23, ’28 with a final maturity in 2038.

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

SEPTEMBER 30, 2003

LEASE EXPIRATIONS

	MINIMUM	NUMBER OF
YEAR	RENT	FACILITIES
2004	$       413,000	1
2005	943,000	1
2006	17,506,000	40
2007	5,638,000	13
2008	2,404,000	5
2009	2,923,000	5
2010	14,727,000	30
2011	5,995,000	19
2012	17,172,000	23
THEREAFTER	75,434,000	159
	$143,155,000	296

MORTGAGE LOAN RECEIVABLE PRINCIPAL PAYMENTS

	PRINCIPAL	NUMBER
YEAR	PAYMENTS	OF FACILITIES
2003	$    5,089,000	2
2004	4,050,000	1
2005	4,624,000	6
2006	10,045,000	4
2007	19,086,000	3
2008	5,559,000	1
2009	874,000	—
2010	1,022,000	—
2011	6,751,000	2
2012	1,244,000	—
THEREAFTER	44,257,000	10
	$102,601,000	29

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

SEPTEMBER 30, 2003

JOINT VENTURE INFORMATION FOR THE PERIOD ENDED SEPTEMBER 30, 2003 (dollars in thousands)

NHP has a 25% interest in a joint venture that owns 49 assisted living facilities operated by Alterra. In addition to its share of the income, NHP receives a management fee of 2.5% of the joint venture revenues. This fee is included in general and administrative expense below.

INCOME STATEMENTS

	Three Months Ended September 30, 2003		Nine Months Ended September 30, 2003
Rental income	$	3,692	$	11,078
Expenses:
Interest and amortization of deferred financing costs		1,217		3,619
Depreciation and amortization		750		2,249
General and administrative		202		498
		2,169		6,366
Net income	$	1,523	$	4,712

BALANCE SHEET

ASSETS				LIABILITIES AND EQUITY
Investments in real estate:				Notes and bonds payable	$	60,801
Land	$	13,410		Accounts payable and accr. liab.		3,716
Buildings and improvements		107,829
		121,239		Equity:
Less accumulated depreciation		(4,193	)	Capital Contributions		65,501
		117,046		Distributions		(13,900	)
Cash and cash equivalents		6,240		Cumulative net income		8,571
Other assets		1,403		Total equity		60,172
	$	124,689			$	124,689