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): July 27, 2004

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 July 27, 2004, we issued a press release, which sets forth our results of operations for the quarter ended June 30, 2004. 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.

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SIGNATURES

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

		NATIONWIDE HEALTH PROPERTIES, INC.
Date: July 27, 2004	By:	/s/ Mark L. Desmond
		Name:	Mark L. Desmond
		Title:	Senior Vice President and
			Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Douglas M. Pasquale	Mark L. Desmond
	President & CEO	Senior Vice President & CFO
	(949) 718-4400	(949) 718-4400

NHP REPORTS SECOND QUARTER RESULTS

(NEWPORT BEACH, California, July 27, 2004) … Nationwide Health Properties, Inc. (NYSE:NHP) announced today results of its operations for the second quarter of 2004 and the six months ended June 30, 2004.

Revenues for the second quarter of 2004 were $47,204,000 versus $40,180,000 a year ago and income available to common stockholders was $15,453,000 ($0.23 per share) compared to $12,173,000 ($0.22 per share) in the second quarter of 2003. Funds from operations (FFO) was $27,957,000 ($0.42 per diluted share) compared with $22,809,000 ($0.41 per diluted share) for the second quarter of 2003. The results for the second quarter of 2004 include an unexpected charge of $745,000, included in general and administrative expense, related to the lease-up of a restructured skilled nursing facility. (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 six months ended June 30, 2004 were $88,396,000 versus $80,060,000 a year ago and income available to common stockholders was $28,089,000 ($0.43 per share) compared to $23,163,000 ($0.44 per share) for the six months ended June 30, 2003. Included in the first quarter of 2004 was a one-time charge of $1,402,000 ($0.02 per share) for accrued

benefits related to the former President and CEO’s retirement. For the six months ended June 30, 2004 diluted FFO per share was $0.78 versus $0.87 for the six months ended June 30, 2003. The decrease in FFO per share was primarily due to the common stock issuance in April 2003.

“We are pleased with our 2004 second quarter and six-month performance,” said Douglas M. Pasquale, President & Chief Executive Officer. “In addition to completing several quality investments totaling almost $265,000,000 with three existing and five new customers, we have de-levered our balance sheet through two equity offerings totaling nearly $250,000,000 and have substantially improved our financial flexibility through the $250,000,000 expansion of our credit facility.”

SECOND QUARTER HIGHLIGHTS

• On April 1, 2004, the Company acquired and triple-net master leased to Emeritus Corporation seventeen (17) assisted living facilities for $136 million. An additional ALF was added to the portfolio in June bringing the total investment to $139.1 million.

• The Company increased its bank line of credit from $150 million to $400 million in April 2004.

• On May 5, 2004, the Company completed an acquisition and leaseback of two ILFs for $31.2 million with Hearth Management, LLC, and acquired a skilled nursing facility for $2.8 million that it leased to Southwest LTC.

• On June 1, 2004, the Company added two more SNFs to its Life Care Centers of America portfolio for an investment totaling $11.9 million.

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• On June 29, 2004, the Company priced one million shares of 7.75% Series B Cumulative Convertible Preferred Stock at $100 per share that were issued on July 2, 2004, raising $97 million in equity.

2004 GUIDANCE

The Company reaffirmed its standing 2004 guidance of $1.66 per share, but noted the additional dilution from the convertible preferred stock offering coupled with the unexpected lease-up changes leaves little margin for error. Our diluted FFO per share estimate of $1.66 for 2004 is predicated on net income per share of $1.07 less preferred dividends of $0.12 per share plus depreciation of $0.71 per share.

CONFERENCE CALL INFORMATION

The Company has scheduled a conference call and webcast later today at 1:30 p.m. Pacific time in order to present the Company’s performance and operating results for the quarter ended June 30, 2004. The conference call is accessible by dialing 877-356-5705 or by logging on to our website at www.nhp-reit.com. 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 that day until midnight Tuesday, August 10, 2004. Callers can access the replay be dialing (800) 642-1687 or (706) 645-9291 and entering conference ID number 8601120. 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 401 facilities in 38 states. For more information on Nationwide Health Properties, Inc., visit our website at http://www.nhp-reit.com.

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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 not 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. These statements speak only as of the date hereof, and we assume no obligation to update such forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. 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: deterioration in the operating results or financial condition,

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including bankruptcies, of our tenants; occupancy levels at certain facilities; changes in the ratings of our debt securities; access to the capital markets and the cost of capital; government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; the general distress of the healthcare industry; the effect of economic and market conditions and changes in interest rates; the amount and yield of any additional investments; the ability of our operators to repay deferred rent or loans in future periods; our ability to meet acquisition goals; the ability of our operators to obtain and maintain adequate liability and other insurance; our ability to attract new operators for certain facilities; our ability to sell certain facilities for their book value; changes in or inadvertent violations of tax laws and regulations and other factors that can affect real estate investment trusts and our status as a real estate investment trust; and the risk factors described in our annual report on Form 10-K filed with the SEC on March 9, 2004.

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NATIONWIDE HEALTH PROPERTIES, INC.

STATEMENTS OF OPERATIONS

JUNE 30, 2004

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Revenues:
Rental income	$	43,973		$	36,882		$	81,988		$	73,501
Interest and other income		3,231			3,298			6,408			6,559
		47,204			40,180			88,396			80,060
Expenses:
Interest & amortization of deferred financing costs		14,646			14,508			27,268			29,638
Depreciation and amortization		12,115			10,691			22,602			21,090
General and administrative		3,348			2,040			7,215			3,891
		30,109			27,239			57,085			54,619
Income before unconsolidated entity		17,095			12,941			31,311			25,441
Income from unconsolidated joint venture		518			489			930			982
Income from continuing operations		17,613			13,430			32,241			26,423
Discontinued operations
Gain/(loss) on sale of facilities		(204	)		444			(204	)		444
Income/(loss) from discontinued operations		(37	)		218			(109	)		135
		(241	)		662			(313	)		579
Net income		17,372			14,092			31,928			27,002
Preferred stock dividends		(1,919	)		(1,919	)		(3,839	)		(3,839	)
Income available to common stockholders	$	15,453		$	12,173		$	28,089		$	23,163
Reconciliation between funds from operations and net income:
Net income	$	17,372		$	14,092		$	31,928		$	27,002
Preferred stock dividends		(1,919	)		(1,919	)		(3,839	)		(3,839	)
Depreciation and amortization		12,115			10,691			22,602			21,090
Depreciation in income from joint venture		185			187			372			374
Depreciation in discontinued operations		—			202			—			477
(Gain)/loss on sale of facilities		204			(444	)		204			(444	)
Impairment of assets in discontinued operations		—			—			—			645
Loss on sale of facility from joint venture		—			—			77			—
Funds From Operations (“FFO”) available to common stockholders (1)	$	27,957		$	22,809		$	51,344		$	45,305
Basic/diluted per share amounts available to common stockholders:
Income from continuing operations	$	0.24		$	0.21		$	0.43		$	0.43
Discontinued operations	$	(0.01	)	$	0.01		$	—		$	0.01
Net income	$	0.23		$	0.22		$	0.43		$	0.44
Funds from operations (1)	$	0.42		$	0.41		$	0.78		$	0.87
Weighted average shares outstanding		66,561			55,451			65,679			52,362

⁽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 or as defined by the National Association of Real Estate Investment Trusts. The Securities and Exchange Commission may not allow the Company to add back impairment of assets charges in the calculation of funds from operations in the future and for all comparable periods. 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

JUNE 30, 2004

(IN THOUSANDS)

	June 30, 2004			December 31, 2003
ASSETS
Investments in real estate:
Real estate properties
Land	$	177,910		$	153,002
Buildings and improvements		1,556,850			1,316,163
		1,734,760			1,469,165
Less accumulated depreciation		(280,604	)		(259,406	)
		1,454,156			1,209,759
Mortgage loans receivable, net		92,171			93,386
Investment in unconsolidated joint venture		13,773			14,824
		1,560,100			1,317,969
Cash and cash equivalents		9,683			10,726
Receivables		7,750			5,661
Assets held for sale		3,161			3,511
Other assets		52,010			46,688
	$	1,632,704		$	1,384,555
LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank borrowings	$	176,000		$	63,000
Senior notes due 2004 - 2038		514,000			540,750
Notes and bonds payable		176,050			133,775
Accounts payable and accrued liabilities		45,907			44,623
Stockholders’ equity:
Preferred stock		100,000			100,000
Common stock		6,649			5,897
Capital in excess of par value		864,884			725,260
Cumulative net income		765,881			733,953
Cumulative dividends		(1,016,667	)		(962,703	)
Total stockholders’ equity		720,747			602,407
	$	1,632,704		$	1,384,555

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

JUNE 30, 2004

PORTFOLIO COMPOSITION
EQUITY OWNERSHIP	95	%
MORTGAGE LOANS RECEIVABLE	5	%
	100	%
ASSISTED AND INDEPENDENT LIVING FACILITIES	51	%
SKILLED NURSING FACILITIES	33	%
CONTINUING CARE RETIREMENT COMMUNITIES	12	%
OTHER	4	%
	100	%

	FACILITIES			INVESTMENT
OWNED FACILITIES
ASSISTED & IND LIVING FACILITIES	152	$	925,569,000	$	77,616	PER UNIT
SKILLED NURSING FACILITIES	160		547,983,000	$	29,613	PER BED
CONTINUING CARE RETIREMENT COM.	12		194,070,000	$	68,552	PER BED/UNIT
SPECIALTY HOSPITALS	7		67,138,000	$	221,578	PER BED
	331	$	1,734,760,000

	FACILITIES			INVESTMENT
MORTGAGE LOANS RECEIVABLE
SKILLED NURSING FACILITIES	19	$	62,235,000	$	24,358	PER BED
ASSISTED & IND LIVING FACILITIES	1		8,500,000	$	67,460	PER UNIT
CONTINUING CARE RETIREMENT COM.	1		21,436,000	$	50,084	PER BED/UNIT
	21	$	92,171,000

	2004		2003		2002
TOTAL RENT COVERAGE - MATURE FACILITIES
ASSISTED AND INDEPENDENT LIVING FACILITIES	1.3		1.3		1.4
SKILLED NURSING FACILITIES	1.8		1.7		1.7
CONTINUING CARE RETIREMENT COMMUNITIES	1.6		1.6		1.5
OCCUPANCY - MATURE FACILITIES
ASSISTED AND INDEPENDENT LIVING FACILITIES	88	%	88	%	88	%
SKILLED NURSING FACILITIES	82	%	82	%	84	%
CONTINUING CARE RETIREMENT COMMUNITIES	88	%	89	%	90	%
PERCENT PRIVATE PAY AND MEDICARE
ASSISTED AND INDEPENDENT LIVING FACILITIES	100	%	100	%	100	%
SKILLED NURSING FACILITIES	32	%	31	%	29	%

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NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

JUNE 30, 2004

INVESTMENT BY OPERATOR

(excluding assets held for sale)

	NUMBER OF FACILITIES	INVESTMENT AMOUNT		PERCENT OF INVESTMENT			PERCENT OF REVENUES
ALTERRA HEALTHCARE CORPORATION	54	$	194,046,000		11	%	11	%
AMERICAN RETIREMENT CORPORATION*	16		186,523,000		10	%	10	%
EMERITUS CORPORATION*	18		139,060,000		8	%	7	%
ATRIA SENIOR LIVING GROUP	17		124,583,000		7	%	10	%
BEVERLY ENTERPRISES, INC.*	26		95,594,000		5	%	7	%
LAUREATE GROUP	6		83,881,000		5	%	4	%
COMPLETE CARE SERVICES	34		68,231,000		4	%	5	%
SENIOR SERVICES OF AMERICA	9		60,429,000		3	%	1	%
AMERICAN SENIOR LIVING	10		58,888,000		3	%	3	%
LIFE CARE CENTERS OF AMERICA, INC.	8		58,653,000		3	%	3	%
NEXION HEALTH MANAGEMENT, INC.	19		50,931,000		3	%	3	%
LIBERTY HEALTHCARE	12		47,788,000		3	%	2	%
HEALTHSOUTH CORPORATION*	2		45,645,000		2	%	3	%
EPOCH SENIOR LIVING, INC.	5		44,854,000		2	%	2	%
THE NEWTON GROUP, LLC	4		42,400,000		2	%	1	%
OTHER - PUBLIC COMPANIES	24		85,891,000		5	%	5	%
OTHER	88		439,534,000		24	%	23	%
	352	$	1,826,931,000		100	%	100	%
*  PUBLIC COMPANY
SECURITY DEPOSITS
BANK LETTERS OF CREDIT		$	39,091,000
CASH DEPOSITS			16,383,000
		$	55,474,000
CURRENT CAPITALIZATION
REVOLVING BANK LINE OF CREDIT (MATURES 4/07)		$	176,000,000		9	%
SENIOR DEBT			690,050,000		37	%
EQUITY (UNDEPRECIATED BOOK BASIS)			1,001,351,000		54	%
		$	1,867,401,000
DEBT COMPOSITION
		AMOUNT					WEIGHTED RATE
FIXED RATE		$	672,592,000				7.6	%
FLOATING RATE		$	17,458,000				1.3	%
FLOATING RATE REVOLVING BANK LINE OF CREDIT		$	176,000,000				4.25% Prime/2.5% LIBOR
	FACILITIES			INVESTMENT
CURRENT QUARTER ACQUISITIONS
SKILLED NURSING FACILITIES	3	$	14,773,000	$	40,035		PER BED
ASSISTED & IND LIVING FACILITIES	20		170,216,000	$	114,162		PER UNIT
	23	$	184,989,000
CURRENT YEAR ACQUISITIONS
SKILLED NURSING FACILITIES	7	$	29,917,000	$	43,046		PER BED
ASSISTED & IND LIVING FACILITIES	22		184,395,000	$	110,748		PER UNIT
SPECIALTY HOSPITALS	5		50,066,000	$	267,733		PER BED/UNIT
	34	$	264,378,000

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NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

JUNE 30, 2004

MEDIUM TERM NOTE MATURITIES

YEAR	AMOUNT			WEIGHTED RATE
Q3 2004	$	44,000,000		9.9	%
Q4 2004		55,000,000	(1)	6.9	%
Q1 2005		18,000,000		8.7	%
Q4 2006		63,500,000		7.4	%
Q1 2007		25,000,000		7.4	%
Q2 2007		60,000,000		7.4	%
Q1 2008		25,000,000		8.5	%
Q3 2008		40,000,000	(2)	6.6	%
Q4 2008		33,500,000	(3)	7.6	%
2009		50,000,000		7.8	%
2010		—		—
2011		—		—
2012		100,000,000		8.3	%
2013		—		—
THEREAFTER		—		—
	$	514,000,000		7.8	%

⁽¹⁾ Includes $55,000,000 of 6.9% MTNs putable October of 2004, ‘07, ‘09, ‘12, ‘17, ‘27 with a final maturity in 2037.

⁽²⁾ Includes $40,000,000 of 6.59% MTNs putable July of 2008, ‘13, ‘18, ‘23, ‘28 with a final maturity in 2038.

⁽³⁾ Includes $33,500,000 of 7.6% MTNs putable November of 2008, ‘13, ‘18, ‘23 with a final maturity in 2028.

NOTES AND BONDS PAYABLE MATURITIES

YEAR	AMOUNT		WEIGHTED RATE
Q3 2005	$	1,530,000	7.6	%
Q4 2005		13,440,000	7.6	%
2011		6,072,000	7.7	%
2012		28,948,000	7.7	%
2013		36,391,000	5.9	%
THEREAFTER		89,669,000	5.7	%
	$	176,050,000	6.3	%

LEASE EXPIRATIONS

YEAR	MINIMUM RENT		NUMBER OF FACILITIES
2004	$	911,000	2
2005		2,752,000	5
2006		17,169,000	40
2007		5,851,000	13
2008		2,967,000	7
2009		3,148,000	7
2010		14,298,000	26
2011		4,836,000	15
2012		18,401,000	22
2013		15,144,000	26
THEREAFTER		86,656,000	168
	$	172,133,000	331

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NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

JUNE 30, 2004

MORTGAGE LOAN RECEIVABLE PRINCIPAL PAYMENTS

YEAR	PRINCIPAL PAYMENTS		NUMBER OF FACILITIES
2004	$	6,670,000	2
2005		1,231,000	1
2006		10,043,000	4
2007		16,134,000	2
2008		5,557,000	1
2009		859,000	—
2010		1,005,000	—
2011		4,993,000	2
2012		1,222,000	—
2013		9,850,000	—
THEREAFTER		36,445,000	9
	$	94,009,000	21

JOINT VENTURE INFORMATION FOR THE PERIOD ENDED JUNE 30, 2004 (dollars in thousands)

NHP has a 25% interest in a joint venture that owns 48 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 STATEMENT

	Three Months Ended June 30, 2004		Six Months Ended June 30, 2004
Rental income	$	3,726	$	7,453
Expenses:
Interest and amortization of deferred financing costs		1,094		2,299
Depreciation and amortization		739		1,478
General and administrative		193		426
		2,026		4,203
Income from continuing operations		1,700		3,250
Discontinued operations
Loss on sale		—		(307	)
Income from discontinued operations		—		29
		—		(278	)
Net income	$	1,700	$	2,972

BALANCE SHEET

ASSETS
Real estate:
Land	$	12,876
Buildings and improvements		106,259
		119,135
Less accumulated depreciation		(6,314	)
		112,821
Cash and cash equivalents		5,742
Other assets		1,087
	$	119,650
LIABILITIES AND EQUITY
Notes and bonds payable	$	60,768
Accounts payable and accr. liab.		3,791
Equity:
Capital Contributions		65,501
Distributions		(23,476	)
Cumulative net income		13,066
Total equity		55,091
	$	119,650

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