National Health Realty 10Q 2003 Q3 Quarterly report

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



Quarterly Report Under Section 13 of 15(d)
of the Securities Exchange Act of 1934



For quarter ended September 30, 2003	Commission file number 333-37173




NATIONAL HEALTH REALTY, INC.
(Exact name of registrant as specified in its Charter)




Maryland	52-2059888
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization


100 Vine Street
Murfreesboro, TN	37130
(Address of principal	(Zip Code)
executive offices)

Registrant's telephone number, including area code (615) 890-2020

Indicate by check mark whether the registrant

(1) Has filed all reports required to be filed by Section 13 or 15(d), of the Securities Exchange
Act of 1934 during the preceding 12 months.
Yes X	No

(2) Has been subject to such filing requirements for the past 90 days.
Yes X	No

Indicate by check mark whether the registrant is an accelerated filer. Yes x No

9,580,588 shares of common stock were outstanding as of October 31, 2003.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NATIONAL HEALTH REALTY, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

	September 30,	December 31,
	2003	2002
	(unaudited)
ASSETS
Real estate properties:
Land	$ 20,204	$ 20,206
Buildings and improvements	153,738	153,761
	173,942	173,967
Less accumulated depreciation	(39,773)	(35,004)
Real estate properties, net	134,169	138,963

Mortgage and other notes receivable	63,547	65,562
Interest and rent receivable	277	459
Cash and cash equivalents	9,530	5,696
Marketable securities	4,102	3,618
Deferred costs and other assets	439	643
Total Assets	$212,064	$214,941

LIABILITIES
Debt	$ 76,390	$ 79,488
Minority interest in consolidated subsidiaries	14,283	14,485
Accounts payable and other accrued expenses	1,184	1,074
Accrued interest	187	10
Dividends payable	3,186	3,182
Distributions payable to partners	404	404
Deposit on real estate properties sold	2,962	1,822
Total Liabilities	98,596	100,465

Commitments, contingencies and guarantees

STOCKHOLDERS' EQUITY
Cumulative convertible preferred stock,
$.01 par value; 5,000,000 shares
authorized; none issued and outstanding	---	---
Common stock, $.01 par value;
75,000,000 shares authorized;
9,581,588 shares issued and outstanding	96	96
Capital in excess of par value of common stock	135,405	135,324
Cumulative net income	50,337	42,361
Cumulative dividends	(72,989)	(63,440)
Unrealized gains on marketable securities	619	135
Total Stockholders' Equity	113,468	114,476
Total Liabilities and Stockholders' Equity	$212,064	$214,941

The accompanying notes to interim condensed consolidated financial statements are an integral part of these financial statements.

The interim condensed balance sheet at December 31, 2002 is derived from the audited financial statements at that date.

NATIONAL HEALTH REALTY, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2003	2002	2003	2002
	(in thousands,except share amounts)
REVENUES:
Rental income	$ 4,243	$ 4,234	$ 12,845	$ 12,645
Mortgage interest income	1,581	1,940	4,749	5,806
Investment interest and other income	106	109	316	134
	5,930	6,283	17,910	18,585
EXPENSES:
Interest	1,044	814	3,178	2,509
Depreciation of real estate	1,590	1,701	4,769	5,104
Amortization of loan costs	116	12	351	247
Realty and loan losses	---	---	---	1,000
General and administrative	211	215	627	604
	2,961	2,742	8,925	9,464

INCOME BEFORE MINORITY INTEREST
IN CONSOLIDATED SUBSIDIARIES	2,969	3,541	8,985	9,121

MINORITY INTEREST IN
CONSOLIDATED SUBSIDIARIES	333	398	1,009	1,026

NET INCOME	$ 2,636	$ 3,143	$ 7,976	$ 8,095

NET INCOME PER COMMON SHARE:
Basic	$ .28	$ .33	$ .83	$ .85
Diluted	$ .27	$ .32	$ .82	$ .83

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
Basic	9,575,496	9,570,323	9,572,066	9,570,323
Diluted	9,761,720	9,771,682	9,746,424	9,779,761

Common dividends per share declared	$ .3325	$ .3325	$ .9975	$ .9975

The accompanying notes to interim condensed consolidated financial statements are an integral part of these financial statements.

NATIONAL HEALTH REALTY, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Nine Months Ended
	September 30,
	2003	2002
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 7,976	$ 8,095
Depreciation of real estate	4,769	5,104
Realty losses	---	1,000
Amortization and write-off of loan costs	351	247
Minority interest in consolidated subsidiaries	1,009	1,026
(Increase) decrease in interest and rent receivable	182	(123)
(Increase) decrease in other assets	(147)	39
Increase in accounts payable and accrued liabilities	287	105
NET CASH PROVIDED BY OPERATING ACTIVITIES	14,427	15,493

CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of property and equipment, net	25	---
Increase in deposit on real estate properties sold	1,140	964
Purchase of marketable securities	---	(3,483)
Collection of mortgage notes receivable	2,015	2,673
NET CASH PROVIDED BY INVESTING ACTIVITIES	3,180	154

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt	(3,098)	(6,012)
Dividends paid to stockholders	(9,545)	(9,546)
Distributions paid to partners	(1,211)	(1,212)
Issuance of common shares	81	---
NET CASH USED IN FINANCING ACTIVITIES	(13,773)	(16,770)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3,834	(1,123)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	5,696	4,436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 9,530	$ 3,313

Supplemental Information:
Cash payments for interest expense	$ 3,001	$ 2,497

The accompanying notes to interim condensed consolidated financial statements are an integral part of these financial statements.

NATIONAL HEALTH REALTY, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(dollars in thousands)

								Unrealized
	Cumulative Convertible				Capital in			Gains (Losses)	Total
	Preferred Stock		Common Stock		Excess of	Cumulative	Cumulative	on Marketable	Stockholders'
	Shares	Amount	Shares	Amount	Par Value	Net Income	Dividends	Securities	Equity

BALANCE AT 12/31/02	---	$ ---	9,570,323	$ 96	$135,324	$ 42,361	$(63,440)	$ 135	$114,476
Net income	---	---	---	---	---	7,976	---	---	7,976
Unrealized gains on marketable
securities	---	---	---	---	---	---	---	484	484
Total comprehensive income									8,460
Shares sold	---	---	11,265	---	81	---	---	---	81
Dividends to common share-
holders ($.9975 per share)	---	---	---	---	---	---	(9,549)	---	(9,549)

BALANCE AT 9/30/03	---	$ ---	9,581,588	$ 96	$135,405	$ 50,337	$(72,989)	$ 619	$113,468

BALANCE AT 12/31/01	---	$ ---	9,570,323	$ 96	$135,324	$ 33,863	$(50,712)	$ ---	$118,571
Net income	---	---	---	---	---	8,095	---	---	8,095
Unrealized losses of market-
able securities	---	---	---	---	---	---	---	(52)	(52)
Total comprehensive income									8,043
Dividends to common share-
holders ($.9975 per share)	---	---	---	---	---	---	(9,546)	---	(9,546)

BALANCE AT 9/30/02	---	$ ---	9,570,323	$ 96	$135,324	$ 41,958	$(60,258)	$ (52)	$117,068

The accompanying notes to interim condensed consolidated financial statements are an integral part of these financial statements.

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial statements to which these notes are attached include, in our opinion, all adjustments which are necessary to fairly present the financial position, results of operations and cash flows of National Health Realty, Inc. (NHR or the Company) and its majority owned subsidiaries. We assume that users of these interim financial statements have read or have access to the audited December 31, 2002, financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. See our web page at www.nationalhealthrealty.com. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This quarter's interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons including changes in interest rates, rents, operations and the timing of debt and equity financings.

NOTE 2. EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding during the year.

Diluted earnings per share assumes the exercise of stock options using the treasury stock method.

The following table summarizes the earnings and the average number of common shares and common equivalent shares used in the calculation of basic and diluted earnings per share.

	Three Months Ended		Nine Months Ended
	September 30		September 30
	2003	2002	2003	2002
BASIC:
Weighted average common shares	9,575,496	9,570,323	9,572,066	9,570,323
Net income available to common stockholders	$2,636,000	$ 3,143,000	$7,976,000	$8,095,000

Net income per common share	$ .28	$ .33	$ .83	$ .85

DILUTED:
Weighted average common shares	9,575,496	9,570,323	9,572,066	9,570,323
Stock options	186,224	201,359	174,358	209,438
Average common shares outstanding	9,761,720	9,771,682	9,746,424	9,779,761

Net income available to common stockholders	$2,636,000	$ 3,143,000	$7,976,000	$8,095,000

Net income per common share	$ .27	$ .32	$ .82	$ .83

NOTE 3. COMMITMENTS, CONTINGENCIES AND GUARANTEES

NHR began operating on December 31, 1997 after the exchange of NHR common stock for certain assets of NHC including mortgage notes receivable and real property. In order to protect the REIT status of NHR, certain NHC unitholders received limited partnership units of NHR/OP, L.P. rather than shares of common stock of NHR. As a result of certain unitholders' involuntary acceptance of NHR/OP, L.P. partnership units to benefit all other unitholders, we have indemnified those certain unitholders for any tax consequence resulting from any involuntary conversion of NHR/OP, L.P. partnership units into shares of NHR common stock. The indemnification expires at such time as the NHR/OP, L.P. unitholders are in a position to voluntarily convert their partnership units into NHR common stock on a tax free basis without violating applicable REIT requirements.

We believe that we have operated our business so as to qualify as a REIT under Sections 856 through 860 of the Internal Code of 1986, as amended (the "Code") and we intend to continue to operate in such a manner, but no assurance can be given that we will be able to qualify at all times. If we qualify as a REIT, we will generally not be subject to federal corporate income taxes on our net income that is currently distributed to its stockholders. This treatment substantially eliminates the "double "taxation" (at the corporate and stockholder levels) that typically applies to corporate dividends. Our failure to continue to qualify under the applicable REIT qualification rules and regulations would cause us to owe state and federal income taxes and would have a material adverse impact on our financial position, results of operations and cash flows.

NHC HealthCare/Nashville, LLC, a wholly owned subsidiary of our investment advisor, National HealthCare Corporation ("NHC") is the operator of a long-term care facility in Nashville, Tennessee which suffered fire damage on September 25, 2003. There may be additional loss of life.There have been eighteen patient deaths since the fire, an undetermined number of which may be related to the events of September 25, 2003. NHR has no ownership or involvement in the damaged facility.

Although NHR does not own the damaged facility, NHR currently owns or leases 14 facilities to NHC subsidiaries. The leases require the operator to maintain replacement cost property and casualty insurance, including business interruption coverage, with NHR being the loss payee. NHR is also an additional named insured on a professional and general liability policy issued by a subsidiary of NHC. Under the terms of the leases, the operator is required to maintain limits of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate. NHR is advised that the current policy limits exceed these requirements. NHC and its subsidiaries are the largest group of tenants of NHR and their potential liability from this incident and the impact, if any, on NHR cannot be determined at this time.

NOTE 4. MORTGAGE NOTE CONTINGENCIES

FCC Notes Receivable

Approximately $43,690,000 of the mortgage and other notes receivable is due from Florida Convalescent Centers, Inc. or affiliates (FCC) of Sarasota, Florida. The notes bear interest at 10.25% and the majority of the notes mature October 31, 2004. The notes may be prepaid without penalty. If prepayment occurs, we will apply some or all of the proceeds against our bank term loan. If not so used, we will attempt to reinvest the balance available. Our existing line of credit requires a portion of the prepayments to be used to reduce bank debt.

Effective July 31, 1999, the 14 FCC centers were leased to Integrated Health Systems, Inc. (IHS), which filed for bankruptcy protection on February 2, 2000. Pursuant to court order, the IHS lease was terminated and the FCC centers re-leased to Schwartzberg Associates, a private multi-state long-term care company during the second quarter of 2002. The ability of FCC to service the mortgage notes held by NHR is dependent on Schwartzberg Associates' ability to make its lease payments to FCC. As of September 30, 2003, FCC has made all required payments to NHR under the terms of the note agreements.

Approximately $22,507,000 of our notes receivable from FCC are secured by second mortgages on eight Florida nursing homes. The first mortgage notes on these eight Florida nursing homes, totaling approximately $17,105,000 at September 30, 2003, are tax exempt and are additionally secured with letters of credit issued by Norwest Bank Minnesota N.A. Accordingly, Norwest Bank Minnesota N.A. holds a first mortgage which is senior to NHR's second mortgage on these eight Florida nursing homes.

Transfer of Notes Receivable to NHI

Effective December 31, 2002, we transferred three mortgage notes receivable secured by three long-term care facilities in Florida with total principal balances outstanding and a total carrying amount of $15,717,000 ($15,124,000 at September 30, 2003) to NHI. We received cash from NHI equal to our carrying amount. The transfer agreement with NHI includes provisions that allow us the ability to repurchase the transferred notes after July 1, 2003 at a price equal to the then outstanding principal and interest balance. The agreement also provides that, beginning January 2, 2004, NHI may put the notes back to us at a price equal to the then outstanding principal and interest balance or require us to make the debt service payments required under the notes. As the result of the repurchase and put options, consistent with the provisions of Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 140), we account for the transfer of notes receivable to NHI as a borrowing rather than as a sale of the notes. We continue to recognize the notes receivable on our consolidated balance sheet as of September 30, 2003 in the amount of $15,124,000, and we continue to recognize interest income on the notes. Additionally, we have recognized an obligation to NHI in the amount of $15,124,000 on our consolidated balance sheet as of September 30, 2003 and we recognize interest expense on such obligation.

NOTE 5. INVESTMENT IN MARKETABLE SECURITIES

On September 17, 2002, we purchased 225,000 shares of NHI common stock for approximately $3,483,000. At September 30, 2003, the fair value of the shares is $4,102,000. This investment in marketable securities is classified as an investment in securities available for sale. Unrealized gains and losses on available for sale securities are recorded in stockholders' equity in accordance with SFAS No. 115.

NOTE 6. DISPOSITION OF REAL ESTATE

Effective January 1, 2001, we sold all of the real estate and equipment of the three long-term health care centers under lease to Health Services Management of Indiana, LLC (HSMI). Consideration for the sale and assumption of the $1,630,000 first mortgage and the properties is in the form of new mortgage notes in the total amount of $12,029,000. We account for this transaction under the deposit method in accordance with the provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate", (SFAS 66). Consistent with the deposit method, we have not recorded the sale of the assets and continue to record depreciation expense each period. Any cash received from the buyer (which since the sale totals $2,962,000 as of September 30, 2003) is reported as deposit on real estate properties sold until the down payment and continuing investment criteria of SFAS 66 are met, at which time we will account for the sale under the full accrual method.

NOTE 7. DEBT

Our bank term loan, (principal balance at September 30, 2003 of $55,657,000) matures on December 31, 2003. Management is currently in discussions with its bank group to extend the maturity date. Although we believe that we will be successful in refinancing our December 2003 debt obligation, no assurance can be given in this regard. Our cash flows from operating activities will not be adequate to retire the entire debt obligation. The inability to obtain adequate refinancing prior to December 31, 2003 would have a material adverse effect on our financial position, results of operation and cash flows.

NOTE 8. STOCK OPTION PLAN

Our stockholders have approved the 1997 Stock Option and Appreciation Rights Plan under which options to purchase shares of our common stock are available for grant to our consultants, advisors, directors and employees at a price no less than the market value of the stock on the date the option is granted. The vesting period and term of the options is six years. The following table summarizes option activity:

		Weighted
	Number	Average
	of Shares	Exercise Price
Outstanding December 31, 1999	382,000	$ 8.50
Options granted	15,000	6.50
Outstanding December 31, 2000	397,000	8.42
Options granted	15,000	10.74
Outstanding December 31, 2001	412,000	8.51
Options granted	10,000	16.95
Outstanding December 31, 2002	422,000	8.71
Options granted	15,000	14.80
Options exercised	(15,000)	9.58
Outstanding September 30, 2003	422,000	$ 9.24

Options exercisable	55,000	$14.96

At September 30, 2003, 55,000 options outstanding are exercisable. Exercise prices on the options range from $6.50 to $16.95. The weighted average contractual life of options outstanding at September 30, 2003 is 2.2 years. We have reserved 485,000 shares of common stock for issuance under the stock option plan. At September 30, 2003, 51,802 additional options to purchase shares of common stock may be issued under the stock option plan.

Based on the number of options granted and the historical and expected future trends of factors affecting valuation of those options, management believes that the additional compensation cost, as calculated in accordance with SFAS 123, has no effect on our earnings per share.

NOTE 9. NEW ACCOUNTING PRONOUNCEMENTS

On December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS 148). SFAS 148 amends Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), to provide alternative methods of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provision of SFAS 123 and APB Opinion No. 28, "Interim Financial Reporting", to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While SFAS 148 does not amend SFAS 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of SFAS 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for the compensation using the fair value method of SFAS 123 or the intrinsic value method of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("ABP 15"). See Note 8 for the required disclosures under SFAS 148.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that the guarantor recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing such guarantees. FIN 45 also requires additional disclosure requirements about the guarantor's obligations under certain guarantees that it has issued. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and the disclosure requirements are effective for financial statement periods ending after December 15, 2002. Through September 30, 2003, adoption of FIN 45 has not had a material effect on the Company's financial statements. The future effect of FIN 45 on the Company's financial statements will depend on whether the Company enters into new or modifies existing guarantees.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46), which requires the consolidation of variable interest entities. Variable interest entities created prior to February 1, 2003, must be consolidated effective July 1, 2003. Disclosures are required currently if the Company expects to consolidate any variable interest entities. The Company is currently evaluating the requirement to consolidate any additional material entities as a result of FIN 46.

NOTE 10. PREPAYMENT OF NOTES RECEIVABLE SUBSEQUENT TO THE BALANCE SHEET DATE

On November 3, 2003, subsequent to the balance sheet date, we received a $21,982,000 cash prepayment of our 10.25% second mortgage notes receivable from FCC. We used the proceeds to reduce our term loan payable, which loan bears interest at a variable rate that was 4.06% at September 30, 2003.

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

National Health Realty, Inc. (NHR or the Company) is a real estate investment trust (REIT) that began operations on January 1, 1998. Currently our assets, through our subsidiary NHR/OP, L.P. (the Operating Partnership), include the real estate of 26 health care facilities, including 19 licensed skilled nursing facilities, six assisted living facilities and one independent living center (the Health Care Facilities). We also own 33 first and second mortgage promissory notes with principal balances totaling $63,547,000 (the Notes) at September 30, 2003 and secured by the real property of health care facilities. Our revenues are derived primarily from rent and interest income form these real estate properties and mortgages receivable. Our primary lessee is National HealthCare Corporation (NHC) and our primary mortgagee is Florida Convalescent Centers, Inc. (FCC). Management's primary concern is the refinancing at favorable terms of its $55,657,000 term loan, which matures December 31, 2003.

Competitive Restrictions-

We have an Advisory Services Agreement with National HealthCare Corporation (NHC) pursuant to which NHC will provide us with investment advice, office space and personnel. NHC owns or manages 78 long-term care health care facilities with 9,586 beds in 11 states. The advisory services agreement provides that prior to the earlier to occur of (i) the termination of the advisory agreement for any reason or (ii) NHC ceasing to be actively engaged as the investment advisor for National Health Investors, Inc. (NHI), we will not (without the prior approval of NHI) transact business with any party, person, company or firm other than NHC. It is the intent of the foregoing restriction that we will not be actively or passively engaged in the pursuit of additional investment opportunities, but rather will focus upon our capacities as landlord and note holder of those certain assets we currently hold.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and cause our reported net income to vary significantly from period to period.

In December 2001, the SEC requested that all registrants list their three to five most "critical accounting policies" in MD&A. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of the Company's financial condition and results and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that our following accounting policies fit this definition:

Valuations of and Impairments to Our Investments

Since 1999 the long-term health care industry has experienced material reductions in government and private insurance reimbursements. While some legislative relief was granted in 2000 and 2001, additional reductions in reimbursement have been proposed for the next fiscal year of the federal government. The long-term health care industry has also experienced a dramatic increase in professional liability claims and in the cost of insurance to cover such claims. These factors have combined to cause a number of bankruptcy filings, bankruptcy court rulings and court judgments about refinancing which have effected some of our lessees and mortgagees. Based on events occurring during the first and second quarters of 2003, we determined that no impairments of our investments had occurred.

Decisions about valuations and impairments of our investments require significant judgements and estimates on the part of management. For real estate properties, the need to recognize an impairment is evaluated on a property by property basis in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 144"). Recognition of an impairment is based upon estimated future cash flows from a property compared to the carrying value of the property. For notes receivable, impairment recognition is based upon an evaluation of the estimated collectibility of loan payments and general economic conditions on a specific loan basis in accordance with Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan - An Amendment of FASB Statements No. 5 and 15". While we believe that the carrying amounts of our properties and notes receivable are realizable, it is possible that future events could require us to make significant adjustments or revisions to our estimates.

Revenue Recognition - Mortgage Interest and Rental Income

We collect interest and rent from our customers. Generally our policy is to recognize revenues on an accrual basis as earned. However, we may in the future determine that, based on insufficient historical collections and the lack of expected future collections, revenue for interest or rent is not realizable. For any such nonperforming investments, our policy is to recognize interest or rental income only in the period when payments are made. This policy could cause our revenues to vary significantly from period to period.

REIT Status and Taxes

We believe that we have operated our business so as to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") and we intend to continue to operate in such a manner, but no assurance can be given that we will be able to qualify at all times. If we qualify as a REIT, we will generally not be subject to federal corporate income taxes on our net income that is currently distributed to its stockholders. This treatment substantially eliminates the "double taxation" (at the corporate and stockholder levels) that typically applies to corporate dividends. Our failure to continue to qualify under the applicable REIT qualification rules and regulations would cause us to owe state and federal income taxes and would have a material adverse impact on our financial position, results of operations and cash flows.

CAPITAL RESOURCES AND LIQUIDITY

Maturities

At September 30, 2003, our bank debt as a percentage of total liabilities and capital was 36.0%. Our debt of $76,390,000 includes a term loan with a principal amount of $55,657,000.

In order to address our $55,657,000 of 2003 debt maturities and our potential 2004 obligation to repurchase the $15,124,000 of mortgage notes from NHI, management is currently in discussion with its bank group to extend the maturity date of our bank debt. Although we believe that we will be successful in refinancing our obligations, no assurance can be given in this regard. Our cash flows from operating activities will not be adequate to meet these entire obligations. The inability to obtain adequate refinancing prior to December 31, 2003 would have a material adverse effect on our financial position, results of operation and cash flows.

Leases

We lease our 23 health care facilities to various lessees: 14 properties are leased to NHC, and nine properties that were previously leased to NHC are leased to nine separate lessees not related to NHC. With respect to these nine properties, NHC remains obligated under its master lease agreement and continues to remain obligated to make the lease payments to us. Lease payments made to us from the new lessees are credited against NHC's overall rent obligation. At September 30, 2003, all payments are current. Our leases with NHC and the nine separate lessees have initial five or ten year terms with provisions for two five year renewal terms.

Transfer of Notes Receivable to NHI

Effective December 31, 2002, we transferred three mortgage notes receivable secured by three long-term care facilities in Florida with total principal balances outstanding and a total carrying amount of $15,717,000 ($15,124,000 at September 30, 2003) to NHI. We received cash from NHI equal to our carrying amount. The transfer agreement with NHI includes provisions that allow us the ability to repurchase the transferred notes after July 1, 2003 at a price equal to the outstanding principal and interest balance. The agreement also provides that, beginning January 2, 2004, NHI may put the notes back to us at a price equal to the outstanding principal and interest balance. As the result of the repurchase and put options, consistent with the provisions of Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 140), we account for the transfer of notes receivable to NHI as a borrowing from NHI rather than as a sale of the notes. We continue to recognize the notes receivable on our consolidated balance sheet as of September 30, 2003, and we continue to recognize interest income on the notes. Additionally, we have recognized an obligation to NHI on our consolidated balance sheet as of September 30, 2003 and have recognized interest expense on such obligation.

FCC Notes

Of the $63,547,000 of mortgage and other notes receivable, $43,690,000 is due from Florida Convalescent Centers, Inc. (FCC) of Sarasota, Florida. The FCC notes bear interest at 10.25% and substantially all of the notes mature October 31, 2004. The FCC notes may be prepaid without penalty. If prepayment occurs, we will apply some or all of the proceeds against our bank debt. If not so used, we will attempt to reinvest any amounts prepaid. Our existing term loan requires a portion of the prepayments to be used to reduce bank debt. In the event that we use any prepayments to pay down existing debt, a reduction of our cash flow will result. However, no dividend reductions are expected in the near future.

Effective July 31, 1999, the FCC centers were leased to Integrated Health Systems, Inc. (IHS), which filed for bankruptcy protection on February 2, 2000. Pursuant to court order, the IHS lease was terminated and the FCC centers re-leased to Schwartzberg Associates, a private multi-state long-term care company, during the second quarter of 2002. The ability of FCC to service the mortgage notes held by us is dependent on Schwartzberg Associates' ability to make its lease payments to FCC. Our payments from FCC are current as of September 30, 2003.

Approximately $22,507,000 of our notes receivable from FCC are secured by second mortgages on eight Florida nursing homes. The first mortgage notes on these eight facilities total approximately $17,105,000 at September 30, 2003, are tax exempt and are additionally secured with letters of credit issued by Norwest Bank Minnesota N.A. Accordingly, Norwest Bank currently holds a first mortgage that is senior to our second mortgage on these eight Florida nursing homes.

HSMI Sale

Effective January 1, 2001, we sold all of the real estate and equipment of the three long-term health care centers under lease to Health Services Management of Indiana, LLC (HSMI) to HSMI. Consideration for the sale and assumption of the $1,630,000 first mortgage and the properties is in the form of new mortgage notes in the total amount of $12,029,000. We account for this transaction under the deposit method in accordance with the provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate" (SFAS 66). Consistent with the deposit method, we have not recorded the sale of the assets and continue to record depreciation expense each period. Any cash received from the buyer (which since the sale totals $2,962,000 as of September 30, 2003) is reported as deposit on real estate properties sold until the down payment and continuing investment criteria of SFAS 66 are met, at which time we will account for the sale under the full accrual method.

Sources and Uses of Funds

Our leasing and mortgage services generated net cash from operating activities during the nine months ended September 30, 2003 in the amount of $14,427,000 compared to $15,493,000 in the prior period. Net cash from operating activities generally includes net income plus non-cash expenses, such as depreciation and amortization and provision for loan losses, if any, and working capital changes. The period to period decrease is due primarily to reduced mortgage interest income and increased interest expense.

Cash flows provided by investing activities totaled $3,180,000 during the nine months ended September 30, 2003 compared to $154,000 in the prior period. Collection of mortgage notes receivable provided $2,015,000 of cash flow in the current period compared to $2,673,000 in the same period last year. An increase in the deposit on real estate properties sold provided $1,140,000 of cash flow this year compared to $964,000 last year. Cash flows of $3,483,000 were used for the purchase of marketable securities in the prior period compared to $-0- in the current period.

Cash flows used in financing activities totaled $13,773,000 ($16,770,000 last year) and included payments on long-term debt of $3,098,000 ($6,012,000 last year), payments for dividends to stockholders of $9,545,000 ($9,546,000 last year), and payments for cash distributions to partners of $1,211,000 ($1,212,000 last year). The issuance of common stock provided cash flow of $81,000 in the current period compared to $-0- in the prior period.

Dividends

We intend to pay quarterly distributions to our stockholders in an amount at least sufficient to satisfy the distribution requirements of a real estate investment trust. Such requirements necessitate that at least 90% of our taxable income be distributed annually. The primary source for distributions will be rental and interest income we earn on the real property and mortgage notes receivable.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2003 Compared to Three Months Ended September 30, 2002

Net income for the three months ended September 30, 2003 is $2,636,000 versus $3,143,000 for the same period in 2002, a decrease of 16.1%. Diluted earnings per common share is 27 cents in the 2003 period, compared to 32 cents in the 2002 period.

Total revenues for the three months ended September 30, 2003 decreased $353,000 to $5,930,000 from $6,283,000 for the three months ended September 30, 2002. Revenues from rental income increased $9,000 or .2% when compared to the same period in 2002. Revenues from mortgage interest decreased $359,000 or 18.5% in 2003 as compared to the same period in 2002.

The increase in rental income is due to increased percentage rent. Percentage rent is calculated at 3% of the amount by which gross revenues of each leased health care center in each quarter of each year after 1999 exceed the gross revenues of such health care facility in the applicable quarter of 1999.

Of the $359,000 decrease in mortgage interest income, approximately $275,000 is due to the repayment in December 2002 of two mortgages receivable totaling $10,737,000. Mortgage interest income decreased also because of reductions in the principal of mortgage notes receivable due to regular monthly amortization.

Investment interest and other income decreased $3,000.

Total expenses for the 2003 three month period increased $219,000 or 8.0% to $2,961,000 from $2,742,000 for the 2002 three month period. Interest expense increased $1,044,000 or 23.3% in the 2003 three month period as compared to the 2002 period. Depreciation of real estate decreased $111,000 or 6.5%. General and administrative costs decreased $4,000 or 1.9%.

Interest expense increased due primarily to the recognition of interest expense on our $15,124,000 obligation to NHI, which started in December 2002, offset by reduced interest expense on the credit facility. The reduced interest expense on the credit facility was caused by principal paydowns ($25 million) at the end of 2002 offset by an increased rate effective January 1, 2003.

We have adopted the definition of Funds From Operations ("FFO") prescribed by the National Association of Real Estate Investment Trusts ("NAREIT"). FFO is defined as net income (loss) applicable to common stockholders (computed in accordance with generally accepted accounting principles or "GAAP") excluding gains (or losses) from sales of property, plus depreciation of real property and after investments for unconsolidated entities in which a REIT holds an interest. FFO should not be considered as an alternative to net income or any other GAAP measurement of performance as an indicator of operating performance or as an alternative to cash flows form operations, investing or financing activities as a measure of liquidity. FFO is helpful in evaluating a real estate investment portfolio's overall performance considering the fact that historical cost accounting implicitly assumes that the value of real estate assets diminishes predictably over time.

The following table reconciles net income (loss) applicable to common stockholders to funds from operations applicable to common stockholders:

	Three Months Ended
	September 30
	2003	2002

Income before minority interests in consolidated subsidiaries	$2,969	$3,541
Adjustments:
Real estate depreciation	1,590	1,701
Adjustment for minority interest - affiliates	(514)	(591)
Funds from operations	$4,045	$4,651

Weighted average shares:
Basic	9,575,496	9,570,323
Diluted	9,761,720	9,771,682

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Net income for the nine months ended September 30, 2003 is $7,976,000 versus $8,095,000 for the same period in 2002, a decrease of 1.5%. Diluted earnings per common share is 82 cents in the 2003 period, compared to 83 cents in the 2002 period.

Total revenues for the nine months ended September 30, 2003 decreased $675,000 to $17,910,000 from $18,585,000 for the nine months ended September 30, 2002. Revenues from rental income increased $200,000 or 1.6% when compared to the same period in 2002. Revenues from mortgage interest decreased $1,057,000 or 18.2% in 2003 as compared to the same period in 2002.

Of the $1,057,000 decrease in mortgage interest income, approximately $825,000 is due to the repayment in December 2002 of two mortgages receivable totaling $10,737,000. Mortgage interest income decreased also because of reductions in the principal of mortgage notes receivable due to regular monthly amortization.

Investment interest and other income increased $182,000 due to dividends earned on investments purchased in September, 2002.

Total expenses for the nine months ended September 30, 2003 decreased $539,000 or 5.7% to $8,925,000 from $9,464,000 for the 2002 nine month period. Interest expense increased $669,000 or 26.7% in the 2003 nine month period as compared to the 2002 period. Depreciation of real estate decreased $335,000 or 6.6%. No realty loss has been recognized this year compared to a $1,000,000 write-down of the real estate of our Indiana properties in the 2002 period. General and administrative costs increased $23,000 or 3.8%.

The following table reconciles net income (loss) applicable to common stockholders to funds from operations applicable to common stockholders:

	Nine Months Ended
	September 30
	2003	2002

Income before minority interests in consolidated subsidiaries	$ 8,985	$ 9,121
Adjustments:
Real estate depreciation	4,769	5,104
Impairment losses related to depreciable property	---	1,000
Adjustment for minority interest - affiliates	(1,550)	(1,716)
Funds from operations	$ 12,204	$ 13,509

Weighted average shares:
Basic	9,572,066	9,570,323
Diluted	9,746,424	9,779,761

FUTURE RENTAL AND MORTGAGE INTEREST INCOME UNCERTAINTIES

Our rental and mortgage interest income revenues are believed by management to be secure. However, the majority of the income of our lessees and borrowers is derived from the lessees' participation in the Medicare and Medicaid programs. Adverse changes in these programs or the inability of our lessees and borrowers to participate in these programs would have a material adverse impact on the financial position, results of operations and cash flows of our lessees and borrowers and their resultant ability to service their obligations to us.

None of our lessees or borrowers are in bankruptcy, but the facilities that secure the FCC Notes were initially leased by FCC to Integrated Health Systems, Inc. (IHS), which filed for bankruptcy protection February 2, 2000. By court order, the lease was terminated in 2002. FCC immediately re-leased the properties to Schwartzberg Associates, a private, multi-state long-term care company. The ability of FCC to service the mortgage notes held by us is initially dependent on Schwartzberg Associates' ability to make its lease payments to FCC or, in the absence of lease payments, FCC's ability to operate or re-lease these facilities. All FCC note payments are current as of September 30, 2003.

INCOME TAXES

We intend at all times to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. Therefore, we will not be subject to federal income tax provided we distribute at least 90% of our annual REIT taxable income to our stockholders and meet other requirements to continue to qualify as a REIT. Accordingly, no provision for federal income taxes has been made in the consolidated financial statements. Our failure to continue to qualify under the applicable REIT qualification rules and regulations would have a material adverse impact on our financial position, results of operations and cash flows.

IMPACT OF INFLATION

Inflation may affect us in the future by changing the underlying value of our real estate or by impacting our cost of financing operations.

Our revenues are primarily from long-term investments. Our leases with NHC require increases in rent income based on increases in the revenues of the leased facilities.

FORWARD-LOOKING STATEMENTS

References throughout this document to the Company, "we" or "us" include National Health Realty, Inc. and its subsidiaries. In accordance with the Securities and Exchange Commission's "Plain English" guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words "we", "our", "ours" and "us" refer only to National Health Realty, Inc. and its subsidiaries and not any other person.

This Quarterly Report on Form 10-Q and other information we provide from time to time, contains certain "forward-looking" statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitations, those containing words such as "believes", "anticipates", "expects", "intends", "estimates", "plans", and other similar expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors:

national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials;
the effect of government regulations and changes in regulations governing the healthcare industry, including compliance with such regulations by us and our borrowers and/or lessees;
changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries;
the ability to pay when due or refinance certain debt obligations maturing within the next nine months;
the competitive environment in which we operate;

See the notes to the quarterly financial statement, and "Item 1. Business" as is found in our 2002 Annual Report on Form 10-K for a discussion of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. The Annual Report and Form 10-Q's are available on our web site atwww.nationalhealthrealty.com. You should carefully consider those risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our Common Stock could decline, and you may lose all or part of your investment. Given these risks and uncertainties, we can give no assurances that these forward-looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.

Item 3.Quantitative and Qualitative Information About Market Risk

INTEREST RATE RISK

Our cash and cash equivalent consist of highly liquid investments with a maturity of less than three months. All of our mortgage and other notes receivable bear interest at fixed interest rates. As a result of the short-term nature of our cash instruments and because the interest rates on our investments in notes receivable are fixed, a hypothetical 10% change in interest rates would have no impact on our future earnings and cash flows related to these instruments.

As of September 30, 2003, $62,570,000 of our long-term debt bears interest at floating interest rates. Because the interest rates of these instruments are variable, a hypothetical 10% increase in interest rates would result in additional annual interest expense of approximately $260,000 and likewise, a reduction in interest rates would result in annual interest expense declining by approximately $260,000.

The remaining $13,820,000 of our long-term debt bears interest at fixed rates. Because the interest rates of these instruments are fixed, a hypothetical 10% change in interest rates would have no impact on our future earnings and cash flows related to these instruments.

We currently do not use any derivative instruments to hedge our interest rate expense or for trading purposes. The use of such instruments would be subject to strict approvals by our senior officers. Therefore, our exposure related to such derivative instruments is not material to our financial position, results of operations or cash flows.

Item 4.Controls and Procedures

As of September 30, 2003, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Principal Accounting Officer ("PAO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and PAO, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2003. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to September 30, 2003.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings. None

Item 2.Changes in Securities. Not applicable

Item 3.Defaults Upon Senior Securities. None

Item 4.Submission of Matters to a Vote of Security Holders. None

Item 5.Other Information. None

Item 6.Exhibits and Reports on Form 8-K.

(a) List of exhibits

Exhibit No.	Description
31	Rule 13a-14(a)/15d-14(a) Certifications
	302 Certification of W. Andrew Adams
	302 Certification of Donald K. Daniel

99	Additional Exhibits
	906 Certification of W. Andrew Adams
	906 Certification of Donald K. Daniel

(b) Reports on Form 8-K

Form 8-K filed on September 10, 2003 regarding third quarter dividend announcement.

Form 8-K filed on October 2, 2003 regarding the September 25, 2003 fire at NHC HealthCare/Nashville, LLC, a wholly owned subsidiary of NHR's investment advisor, National HealthCare Corporation.

Form 8-K filed on November 12, 2003 regarding third quarter earnings announcement.

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 thereunto duly authorized.

	NATIONAL HEALTH REALTY, INC.
	(Registrant)



Date November 12, 2003	/s/ W. Andrew Adams
	W. Andrew Adams
	Chief Executive Officer



Date November 12, 2003	/s/ Donald K. Daniel
	Donald K. Daniel
	Principal Accounting Officer

Exhibit 31

CERTIFICATION

I, W. Andrew Adams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of National Health Realty, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 12, 2003
	/s/ W. Andrew Adams
	W. Andrew Adams
	Chairman and President
	Chief Executive Officer

CERTIFICATION

I, Donald K. Daniel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of National Health Realty, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 12, 2003
	/s/ Donald K. Daniel
	Donald K. Daniel
	Vice President and Controller
	Principal Accounting Officer

Exhibit 99

Certification of Quarterly Report on Form 10-Q

of National Health Realty, Inc.

For The Quarter Ended September 30, 2003

The undersigned hereby certify, pursuant to 18 U.S.C. Section 906 of the Sarbanes-Oxley Act of 2002, that, to the undersigned's best knowledge and belief, the Quarterly Report on Form 10-Q for National Health Realty, Inc. ("Issuer") for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"):

(a)	fully complies with the requirements of section 13(a) or 15(d) of the
	Securities Exchange Act of 1934; and

(b)	the information contained in the Report fairly presents, in all material
	respects, the financial condition and results of operations of the Issuer.

This Certification accompanies the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2003.

This Certification is executed as of November 12, 2003.

	/s/ W. Andrew Adams
	W. Andrew Adams
	Chief Executive Officer


	/s/ Donald K. Daniel
	Donald K. Daniel
	Principal Accounting Officer

A signed original of this written statement required by Section 906 has been provided to National Health Realty, Inc. and will be retained by National Health Realty, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	7th grade Avg

National Health Realty Inactive 10-Q2003 Q3 Quarterly report

Content analysis