UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|For the fiscal year ended December 31, 2004
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-11314

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LTC PROPERTIES, INC.(Exact name of Registrant as specified in its charter)

|MARYLAND(State or other jurisdiction of incorporation or organization)                                  |  | 71-0720518(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|22917 Pacific Coast Highway, Suite 350
Malibu, California 90265(Address of principal executive offices)
|Registrant's telephone number, including area code:(310) 455-6010                                      

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Securities
registered pursuant to Section 12(b) of the Act:

|Title of Each Class                                                   |  | Name of Each Exchange on Which Registered
|--------------------------------------------------------------------- |  | -----------------------------------------
|Common stock, $.01 Par Value                                          |  | New York Stock Exchange                  
|8.50% Series E Cumulative Convertible Preferred Stock, $.01 Par Value |  | New York Stock Exchange                  
|8.00% Series F Cumulative Preferred Stock, $.01 Par Value             |  | New York Stock Exchange                  

Securities
registered pursuant to Section 12(g) of the Act:NONE

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Indicate
by check mark whether the Company (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 (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the Company is an accelerated
filer. Yes ý    No o

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The aggregate market value of voting and non-voting stock held by non-affiliates of the Company was approximately $297,215,000 as of
June 30, 2004 (the last business day of the Company's most recently completed second fiscal quarter).

21,406,637(Number of shares of common stock outstanding as of February 18, 2005)



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STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

Certain information contained in this annual report includes statements that are not purely historical and are "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements
regarding our expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this annual report are forward looking statements. These
forward looking statements involve a number of risks and uncertainties. All forward looking statements included in this annual report are based on information available to us on the date hereof, and
we assume no obligation to update such forward looking statements. Although we believe that the assumptions and expectations reflected in such forward looking statements are reasonable, no assurance
can be given that such expectations will prove to have been correct. The actual results achieved by us may differ materially from any forward looking statements due to the risks and uncertainties of
such statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in our filings and reports.

Item 1.    BUSINESS

General

LTC Properties, Inc., a health care real estate investment trust (or REIT), was incorporated on May 12, 1992 in the State of Maryland and commenced
operations on August 25, 1992. We invest primarily in long-term care and other health care related properties through mortgage loans, property lease transactions and other
investments. Our primary objectives are to sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in
long-term care properties and other health care related properties managed by experienced operators. To meet these objectives, we attempt to invest in properties that
provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator and form of investment.

In
accordance with "plain English" guidelines provided by the Securities and Exchange Commission, whenever we refer to "our company" or to "us", or use the terms "we" or "our", we are
referring to LTC Properties, Inc. and/or our subsidiaries.

We
were organized to qualify, and intend to continue to qualify, as a REIT. So long as we qualify, with limited exceptions, we may deduct distributions, both preferred dividends and
common dividends, to our stockholders from our taxable income. We have made distributions, and intend to continue to make distributions to our stockholders, in order to eliminate any federal tax
liability.

Owned Properties.As of December 31, 2004, our investment in owned properties consisted of 55 skilled nursing
properties with a total of 6,567 beds, 88 assisted living properties with a total of 4,175 units and one school in 23 states, representing a gross investment of approximately $469.1 million.
See Item 8. FINANCIAL STATEMENTSNote 6. Real Estate Investmentsfor further description.

The
following operators accounted for more than 10% of our 2004 rental revenue:

Lessee

Percent of
Rental RevenueAlterra Healthcare Corporation

20.0
%Assisted Living Concepts, Inc.

19.5
%Sunwest Management, Inc.

13.5
%Center Healthcare, Inc.

10.7
%


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Mortgage Loans.As part of our strategy of making long-term investments in properties used in the provision of
long-term health care services, we provide mortgage financing on such properties based on our established investment underwriting criteria. See "Investment and
Other Policies" in this section for further discussion. We have also provided construction loans that by their terms converted into purchase/lease transactions or permanent
financing mortgage loans upon completion of construction. See Item 8. FINANCIAL STATEMENTSNote 6. Real Estate Investmentsfor
further description.

See
Item 8. FINANCIAL STATEMENTSNote 10. Debt Obligationsfor a description of our Senior Mortgage Participation
Payable, which is secured by certain of our mortgage loans receivable.

REMIC Certificates.We have completed securitizations by transferring mortgage loans to newly created Real Estate Mortgage
Investment Conduits (or REMIC) that, in turn, issued mortgage pass-through certificates aggregating approximately the same amount. A portion of the REMIC Certificates were then sold to
third parties and a portion of the REMIC Certificates were retained by us. The REMIC Certificates we retained are subordinated in right of payment to the REMIC Certificates sold to third parties and a
portion of the REMIC Certificates we retained are interest-only certificates which have no principal amount and entitle us to receive cash flows designated as interest. Between 1993 and
1998 we completed four REMIC pools. The 1993 and 1994 REMIC pools have been fully retired; therefore, as of December 31, 2004 only the 1996 and 1998 REMIC pools remain. We may again employ this
type of financing in the future should we determine the financing environment is appropriate for this type of transaction. At December 31, 2004, we had investments in REMIC Certificates with a
carrying value of $44.1 million and a fair market value of $34.7 million. See Item 8. FINANCIAL STATEMENTSNote 2. Summary of Significant
Accounting PoliciesSecuritization Transactions, Note 6. Real Estate Investments, and Note 7. Asset Securitizationsfor further description of our
investments in REMIC Certificates.

We
maintain a long-term investment interest in mortgages we originate either through the direct retention of the mortgages or through the retention of REMIC Certificates
originated in our securitizations. We are a REIT and, as such, make our investments with the intent to hold them for long-term purposes. However, we may securitize a portion of our
mortgage loan portfolio when a securitization provides us with the best available form of capital to fund additional long-term investments. In addition, we believe that the REMIC
Certificates we retain from our securitizations provide our stockholders with a more diverse real estate investment while maintaining the returns that provide value to our stockholders.

Investment and Other Policies

Objectives and Policies.Our investment policy is to invest primarily in income-producing long-term care
properties. Also see "Government Regulation"below. Primarily, as a result of obligations we had under our Secured Revolving Credit, we made few
investments in years 2000 through 2002. At this time, we anticipate completing some level of new investments in 2005; however, given the highly competitive environment for health care real estate
acquisitions and mortgages, we can give no assurances that we will complete a significant level of new investments in 2005.

Historically
our investments have consisted of:



In
evaluating potential investments, we consider factors such as:



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For
investments in long-term care properties we favor low cost per bed opportunities, whether in fee simple properties or in mortgages. In addition, with respect to skilled
nursing properties, we attempt to invest in properties that do not have to rely on a high percentage of private-pay patients. We seek to invest in properties that are located in suburban
and rural areas of states. Prior to every investment, we conduct a property site review to assess the general
physical condition of the property and the potential of additional sub-acute services. In addition, we review the environmental reports, state survey and financial statements of the
property before the investment is made. We prefer to invest in a property that has a significant market presence in its community and where state certificate of need and/or licensing procedures limit
the entry of competing properties.

We
believe that assisted living facilities are an important sector in the long-term care market and our investments include direct ownership of assisted living properties.
For assisted living investments we have attempted to diversify our portfolio both geographically and across product levels. Thus, we believe that although the majority of our investments are in
affordably priced units, our portfolio also includes a significant number of upscale units in appropriate markets with certain operators. As skilled nursing facilities reimbursement cuts have created
cost and pricing pressures in that industry, we have tended to emphasize fee simple investments in the assisted living sector where we believe facilities tend to be both newer and less dependent, if
at all, on any government reimbursement.

Borrowing Policies.We may incur additional indebtedness when, in the opinion of our Board of Directors, it is advisable. We
may incur such indebtedness to make investments in additional long-term care properties or to meet the distribution requirements imposed upon REITs under the Internal Revenue Code of 1986,
as amended. For other short-term purposes, we may, from time to time, negotiate lines of credit, or arrange for other short-term borrowings from banks or otherwise. We may also
arrange for long-term borrowings through public offerings or from institutional investors.

In
addition, we may incur mortgage indebtedness on real estate which we have acquired through purchase, foreclosure or otherwise. We may also obtain mortgage financing for unleveraged or
underleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis. There is no limitation on the number or amount of mortgages that may be placed on any one
property, and we have no policy with respect to limitations on borrowing, whether secured or unsecured.

Prohibited Investments and Activities.Our policies, which are subject to change by our Board of Directors without
stockholder approval, impose certain prohibitions and restrictions on our investment practices or activities including prohibitions against:



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Competition

In the health care industry, we compete for real property investments with health care providers, other health care related REITs, real estate partnerships,
banks, insurance companies and other investors. Many of our competitors are significantly larger and have greater financial resources and lower cost of capital than we have available to us. Our
ability to compete successfully for real property investments will be determined by numerous factors, including our ability to identify suitable acquisition targets, our ability to negotiate
acceptable terms for any such acquisition and the availability and cost of capital.

The
lessees and borrowers of our properties compete on a local, regional and, in some instances, national basis with other health care providers. The ability of the lessee or borrower to
compete successfully for patients or residents at our properties depends upon several factors, including the levels of care and services provided by the lessees or borrowers, the reputation of the
providers, physician referral patterns, physical appearances of the properties, family preferences, financial condition of the operator and other competitive systems of health care delivery within the
community, population and demographics.

Government Regulation

The health care industry is heavily regulated by the government. Our borrowers and lessees who operate health care facilities are subject to extensive regulation
by federal, state and local governments. These laws and regulations are subject to frequent and substantial changes resulting from legislation, adoption of rules and regulations, and administrative
and judicial interpretations of existing law. These changes may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business
and the amount of reimbursement by both government and other third-party payors. These changes may be applied retroactively. The ultimate timing or effect of these changes cannot be predicted. The
failure of any borrower of funds from us or lessee of any of our properties to comply with such laws, requirements and regulations could result in sanctions or remedies such as denials of payment for
new Medicare and Medicaid admissions, civil monetary penalties, state oversight and loss of Medicare and Medicaid participation or licensure. Such action could affect our borrower's or lessee's
ability to operate its facility or facilities and could adversely affect such borrower's or lessee's ability to make debt or lease payments to us.

The
properties owned by us and the manner in which they are operated are affected by changes in the reimbursement, licensing and certification policies of federal, state and local
governments. Properties may also be affected by changes in accreditation standards or procedures of accrediting agencies that are recognized by governments in the certification process. In addition,
expansion (including the addition of new beds or services or acquisition of medical equipment) and occasionally the discontinuation of services of health care facilities are, in some states, subjected
to state and regulatory approval through "certificate of need" laws and regulations.

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The
ability of our borrowers and lessees to generate revenue and profit determines the underlying value of that property to us. Revenues of our borrowers and lessees are generally
derived from payments for patient care. Sources of such payments for skilled nursing facilities include the federal Medicare program, state Medicaid programs, private insurance carriers, health care
service plans, health maintenance organizations, preferred provider arrangements, and self-insured employers, as well as the patients themselves.

A
significant portion of the revenue of our skilled nursing facility borrowers and lessees is derived from governmentally-funded reimbursement programs, such as Medicare and Medicaid.
Because of significant health care costs paid by such government programs, both federal and state governments have adopted and continue to consider various health care reform proposals to control
health care costs. In recent years, there have been fundamental changes in the Medicare program that resulted in reduced levels of payment for a substantial portion of health care services. In many
instances, revenues from Medicaid programs are already insufficient to cover the actual costs incurred in providing care to those patients. According to a report issued by the Kaiser Commission on
Medicaid and the Uninsured in October 2004, skilled nursing home rates were cut or frozen in 18 states in fiscal year 2004 and in 13 states in fiscal year 2005. Moreover, health care facilities
continue to experience pressures from private payors attempting to control health care costs, and reimbursement from private payors has in many cases effectively been reduced to levels approaching
those of government payors.

Governmental
and public concern regarding health care costs may result in significant reductions in payment to health care facilities, and there can be no assurance that future payment
rates for either governmental or private payors will be sufficient to cover cost increases in providing services to patients. Any changes in reimbursement policies which reduce reimbursement to levels
that are insufficient to cover the cost of providing patient care could adversely affect revenues of our skilled nursing facility borrowers and lessees and to a much lesser extent our assisted living
facility borrowers and lessees and thereby adversely affect those borrowers' and lessees' abilities to make their debt or lease payments to us. Failure of the borrowers or lessees to make their debt
or lease payments would have a direct and material adverse impact on us.

On
August 4, 2003, the Centers for Medicare & Medicaid Services, commonly known as CMS, published a final rule announcing that it would implement a 3.0% market basket
increase in skilled nursing facility prospective payment system rates for fiscal year 2004, which began October 1, 2003. In addition, the rule adjusted fiscal year 2004 rates by an additional
3.26% to reflect cumulative forecast errors since the start of the skilled nursing facility prospective payment system on July 1, 1998. On July 30, 2004, the CMS published a notice
announcing that skilled nursing facility prospective payment rates were being increased by 2.8% for fiscal year 2005, which began October 1, 2004. CMS stated that this update was expected to
result in an estimated $440 million increase in Medicare payments to skilled nursing facilities during the fiscal year. CMS also decided not to refine the current patient classification system
for fiscal year 2005, which allowed nursing homes to continue to receive an estimated $1 billion in temporary add-on payments during the fiscal year.

The
federal physician self-referral law, commonly known as Stark II (or Stark Law), prohibits certain types of practitioners (including a medical doctor, doctor of
osteopathy, optometrist, dentist or podiatrist) from making referrals for certain designated health services paid in whole or in part by Medicare and Medicaid to entities with which the practitioner
or a member of the practitioner's immediate family has a financial relationship, unless the financial relationship fits within an applicable exception to the Stark Law. The Stark Law also prohibits
the entity receiving the referral from seeking payment under the Medicare and Medicaid programs for services rendered pursuant to a prohibited referral. If an entity is paid for services rendered
pursuant to a prohibited referral, it may incur civil penalties of up to $15,000 per prohibited claim and may be excluded from participating in the Medicare and Medicaid programs.

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Legislative Developments

Each year, legislative proposals are introduced or proposed in Congress and in some state legislatures that would affect major changes in the health care system,
either nationally or at the state level. Among the proposals under consideration are cost controls on state Medicaid reimbursements, health care provider cost-containment initiatives by
public and private payors, health care coverage for uninsured, increased scrutiny of medical errors, limits on damages that could be claimed in physician malpractice lawsuits, and a "Patient Bill of
Rights" to increase the liability of insurance companies as well as the ability of patients to sue in the event of a wrongful denial of claim. We cannot predict whether any proposals will be adopted
or, if adopted, what effect, if any, such proposals would have on our business.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender (such as us) may be liable
for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic
substances (including government fines and damages for injuries to persons and adjacent property). Such laws often impose such liability without regard to whether the owner or secured lender knew of,
or was responsible for, the presence or disposal of such substances and may be imposed on the owner or secured lender in connection with the activities of an operator of the property. The cost of any
required remediation, removal, fines or personal or property damages and the owner's or secured lender's liability therefore could exceed the value of the property, and/or the assets of the owner or
secured lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner's ability to sell or rent such property
or to borrow using such property as collateral which, in turn, would reduce our revenues.

Although
the mortgage loans that we provide and leases covering our properties require the borrower and the lessee to indemnify us for certain environmental liabilities, the scope of
such obligations may be limited and we cannot assure that any such borrower or lessee would be able to fulfill its indemnification obligations.

Insurance

It is our current policy and we intend to continue this policy that all borrowers of funds from us and lessees of any of our properties secure adequate
comprehensive property and general and professional liability insurance that covers us as well as the borrower and/or lessee. Even though that is our policy, certain borrowers and lessees have been
unable to obtain general and professional liability insurance because the cost of such insurance has increased substantially and some insurers have stopped offering such insurance for
long-term care facilities. Additionally, insurance companies have filed for bankruptcy protection leaving certain of our borrowers and/or lessees without coverage for periods that were
believed to be covered prior to such bankruptcies. The unavailability and associated exposure as well as increased cost of such insurance could have a material adverse effect on the lessees and
borrowers, including their ability to make lease or mortgage payments. Although we contend that as a non-possessory landlord we are not generally responsible for what takes place on real
estate we do not possess, claims including general and professional liability claims, may still be asserted against us which may result in costs and exposure for which insurance is not available.
Certain risks may be uninsurable, not economically insurable or insurance may not be available and there can be no assurance that we, a borrower or lessee will have adequate funds to cover all
contingencies. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could be subject to an adverse claim including claims for general or
professional liability, could lose the capital that we have invested in the properties, as well as the anticipated future revenue for the

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properties
and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the properties. Certain losses such as
losses due to floods or seismic activity if insurance is available may be insured subject to certain limitations including large deductibles or co-payments and policy limits.

Employees

We currently employ 15 people. The employees are not members of any labor union, and we consider our relations with our employees to be excellent.

Taxation of Our Company

General.We believe that we have been organized and have operated in such a manner as to qualify for taxation as a REIT under
Sections 856 to 860 of the Internal Revenue Code of 1986, as amended, commencing with our taxable year ended December 31, 1992. We intend to continue to operate in such a manner, but no
assurance can be given that we have operated or will be able to continue to operate in a manner so as to qualify or to remain qualified. This summary is qualified in its entirety by the applicable
Internal Revenue Code provisions, rules and regulations, and administrative and judicial interpretations.

If
we continue to qualify for taxation as a REIT, we will generally not be subject to federal corporate income taxes as long as we distribute all of our taxable income as dividends. This
treatment substantially eliminates the "double taxation" (i.e., at the corporate and stockholder levels) that generally results from investment in a
corporation. However, we will continue to be subject to federal income tax as follows:



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Requirements for Qualification.The Internal Revenue Code defines a REIT as a corporation, trust or association:



The
Internal Revenue Code provides that conditions (1) to (4), inclusive, must be met during the entire taxable year and that condition (5) must be met during at least
335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months.

Income Tests.There presently are two gross income requirements that we must satisfy to qualify as a REIT:



Cancellation
of indebtedness income generated by us is not taken into account in applying the 75% and 95% income tests discussed above. A "prohibited transaction" is a sale or other
disposition of property (other than foreclosure property) held for sale to customers in the ordinary course of business. Any gain realized from a prohibited transaction is subject to a 100% penalty
tax.

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Asset Tests.We, at the close of each quarter of our taxable year, must also satisfy four tests
relating to the nature of our
assets.



With
the passage of the American Jobs Creation Act of 2004 (2004 Act), for years beginning after the effective date of October 22, 2004, if we meet certain requirements, a
violation of the prohibition of owning securities of any one issuer that exceeds 5% of the value of our assets or owning securities of any one issuer that exceeds 10% of that issuer's voting
securities or 10% of the value of that issuer's outstanding securities may not result in disqualification as a REIT.

The
2004 Act provides that ade minimisfailure, where we dispose of assets in order to meet these requirements within six months of the
last day of the quarter in which the failure is identified or the requirements are otherwise met within this time frame, will not result in disqualification. Ade
minimisfailure is one where the failure is due to ownership of assets the total value of which does not exceed the lesser of one percent of the total value of our assets at
the end of the quarter or $10.0 million.

In
addition, a failure exceeding thede minimisamount is considered to have satisfied the requirements if such failure is due to
reasonable cause and not due to willful neglect, a description of each asset that causes the failure is filed with the Internal Revenue Service, a certain tax is paid, and the assets that cause the
failure are disposed of within six months of the last day of the quarter in which we identify the failure. The tax is the greater of $50,000 or the net income generated by such assets during the
period beginning on the date of failure until disposal taxed at the highest corporate rate.

Ownership of a Partnership Interest or Stock in a Corporation.We own an interest in a partnership. In the case of a REIT
that is a partner in a partnership, Treasury regulations provide that for purposes of the REIT income and asset tests the REIT will be deemed to own its proportionate share of the assets of the
partnership, and will be deemed to be entitled to the income of the partnership attributable to such share. The ownership of an interest in a partnership by a REIT may involve special tax risks,
including the challenge by the Internal Revenue Service of the allocations of income and expense items of the partnership, which would affect the computation of taxable income of the REIT, and the
status of the partnership as a partnership (as opposed to an association taxable as a corporation) for federal income tax purposes.

We
also own interests in a number of subsidiaries which are intended to be treated as qualified real estate investment trust subsidiaries. The Internal Revenue Code provides that such
subsidiaries will

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be
ignored for federal income tax purposes and all assets, liabilities and items of income, deduction and credit of such subsidiaries will be treated as assets, liabilities and such items of ours.

If
any partnership or qualified real estate investment trust subsidiary in which we own an interest were treated as a regular corporation (and not as a partnership or qualified real
estate investment trust subsidiary) for federal income tax purposes, we would likely fail to satisfy the REIT asset test prohibiting a REIT from owning greater than 10% of the voting power of the
stock or value of securities of any issuer, as described above, and would therefore fail to qualify as a REIT. As described above, the 2004 Act provides relief for certain failures of the REIT asset
test for years beginning after October 22, 2004. We believe that each of the partnerships and subsidiaries in which we own an interest will be treated for tax purposes as a partnership or
qualified real estate investment trust subsidiary, respectively, although no assurance can be given that the Internal Revenue Service will not successfully challenge the status of any such
organization.

REMIC.A regular or residual interest in a REMIC will be treated as a real estate asset for purposes of the REIT asset tests,
and income derived with respect to such interest will be treated as interest on an obligation secured by a mortgage on real property, assuming that at least 95% of the assets of the REMIC are real
estate assets. If less than 95% of the assets of the REMIC are real estate assets, only a proportionate share of the assets of and income derived from the REMIC will be treated as qualifying under the
REIT asset and income tests. All of our REMIC Certificates are secured by real estate assets, therefore we believe that our REMIC interests fully qualify for purposes of the REIT income and asset
tests.

Annual Distribution Requirements.In order to qualify as a REIT, we are required to distribute dividends (other than capital
gain dividends) to our stockholders annually in an amount at least equal to:



These
annual distributions are paid in the taxable year to which they relate. Alternatively, they must be declared and payable to stockholders of record in either October, November, or
December and paid during January of the following year. In addition, if we elect, the dividends may be declared before the due date of the tax return (including extensions) and paid on or before the
first regular dividend payment date after such declaration, and we must specify the dollar amount in our tax returns.

Amounts
distributed must not be preferential; that is, every stockholder of the class of stock with respect to which a distribution is made must be treated the same as every other
stockholder of that class, and no class of stock may be treated otherwise than in accordance with its dividend rights as a class.

To
the extent that we do not distribute all of our net long-term capital gain or distribute at least 90% (95% for taxable years ending prior to January 1, 2001), but
less than 100%, of our "real estate investment trust taxable income," as adjusted, it will be subject to tax on such amounts at regular corporate tax rates. Furthermore, if we should fail to
distribute during each calendar year (or, in the

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case
of distributions with declaration and record dates in the last three months of the calendar year, by the end of the following January) at least the sum of:



we
would be subject to a 4% excise tax on the excess of such required distributions over the amounts actually distributed. Any real estate investment trust taxable income and net capital gain on which
this excise tax is imposed for any year is treated as an amount distributed during that year for purposes of calculating such tax.

Failure to Qualify.If we fail to qualify for taxation as a REIT in any taxable year, and certain relief provisions do not
apply, we will be subject to tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to
qualify as a REIT will not be deductible by us, nor will any distributions be required to be made. Unless entitled to relief under specific statutory provisions, we will also be disqualified from
taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to the statutory
relief. Failure to qualify for even one year could substantially reduce distributions to stockholders and could result in our incurring substantial indebtedness (to the extent borrowings are feasible)
or liquidating substantial investments in order to pay the resulting taxes.

99 Act.The 99 Act made a number of substantial changes to the qualification and tax treatment of REITs. Certain of those
provisions were subsequently modified by the 2004 Act effective concurrently
with the 99 Act. The following is a brief summary of certain of the significant REIT provisions, as modified by the 2004 Act, contained in the 99 Act.



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State and local taxation.We may be subject to state or local taxation in various state or local jurisdictions, including
those in which we transact business or reside. Our state and local tax treatment may not conform to the federal income tax consequences discussed above.

Investor Information

We make available to the public free of charge through our internet website our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, as soon as reasonably practicable after we electronically file such reports with, or furnish

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such
reports to, the Securities and Exchange Commission. Our internet website address is www.ltcproperties.com. We are not including the information contained on our website as part of, or
incorporating it by reference into, this Annual Report on Form 10-K. Posted on our website and available upon request of any shareholder to our Investor Relations Department are the
charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and a Code of Business Conduct and Ethics governing our
directors, officers and employees. Within the time period required by the SEC and the New York Stock Exchange, we will post on our website any amendment to the Code Business Conduct and Ethics and any
waiver applicable to our senior financial officers and our executive officers or directors. In addition, our website includes information concerning purchases and sales of our equity securities by our
executive officers and directors. Our Investor Relations Department can be contacted at LTC Properties, Inc., 22917 Pacific Coast Hwy, Suite 350, Malibu,
California 90265, Attn: Investor Relations, tel. 310-455-6010.

Risk Factors

Certain information contained in this annual report includes statements that are not purely historical and are "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements
regarding our expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this annual report are forward looking statements. These
forward looking statements involve a number of risks and uncertainties. All forward looking statements included in this annual report are based on information available to us on the date hereof, and
we assume no obligation to update such forward looking statements. Although we believe that the assumptions and expectations reflected in such forward looking statements are reasonable, no assurance
can be given that such expectations will prove to have been correct. The actual results achieved by us may differ materially from any forward looking statements due to the risks and uncertainties of
such statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in our filings and reports.

Such
risks and uncertainties include, among other things, the following risks including those described in more detail below:



Recently Enacted Tax Legislation Could have an Adverse Effect on the Market Price of our Equity Securities.On May 28,
2003, President Bush signed into law legislation that, for individual taxpayers, will generally reduce the tax rate on corporate dividends to a maximum of 15% for tax years 2003 to 2008. REIT
dividends generally will not qualify for this reduced tax rate because a REIT's income generally is not subject to corporate level tax. This new law could cause stock in non-REIT
corporations to be a more attractive investment to individual investors than stock in REITs and could have an adverse effect on the market price or our equity securities.

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A Failure to Maintain or Increase our Dividend Could Reduce the Market Price of Our Stock.During calendar 2004, we paid a
$.25 dividend in the first quarter, a $.275 dividend in the second quarter and a $.30 dividend in each of the third and fourth quarters on our common stock. During calendar 2003, we paid a $.10
dividend in the first quarter, a $.15 dividend in each of the second and third quarters and a $.25 dividend in the fourth quarter on our common stock. The ability to maintain or raise our common
dividend is dependent, to a large part, on growth of funds from operations. This growth in turn depends upon increased revenues from additional investments and loans, rental increases and mortgage
rate increases.

At Times, We May Have Limited Access to Capital Which Will Slow Our Growth.A REIT is required to make dividend distributions
and retains little capital for growth. As a result, growth for a REIT is generally through the steady investment of new capital in real estate assets. Presently, we believe capital is readily
available to us. However, there will be times when we will have limited access to capital from the equity and/or debt markets. During such periods, virtually all of our available capital will be
required to meet existing commitments and to reduce existing debt. We may not be able to obtain additional equity or debt capital or dispose of assets on favorable terms, if at all, at the time we
require additional capital to acquire health care properties on a competitive basis or meet our obligations.

Income and Returns from Health Care Facilities Can be Volatile.The possibility that the health care properties in which we
invest will not generate income sufficient to meet operating expenses, will generate income and capital appreciation, if any, at rates lower than those anticipated or will yield returns lower than
those available through investments in comparable real estate or other investments are additional risks of investing in health care related real estate. Income from properties and yields from
investments in such properties may be affected by many factors, including changes in governmental regulation (such as zoning laws and government payment), general or local economic conditions (such as
fluctuations in interest rates and employment conditions), the available local supply of and demand for improved real estate, a reduction in rental income as the result of an inability to maintain
occupancy levels, natural disasters (such as earthquakes and floods) or similar factors.

We Depend on Lease Income and Mortgage Payments from Real Property.Since a substantial portion of our income is derived from
mortgage payments and lease income from real property, our income would be adversely affected if a significant number of our borrowers or lessees were unable to meet their
obligations to us or if we were unable to lease our properties or make mortgage loans on economically favorable terms. There can be no assurance that any lessee will exercise its option to renew its
lease upon the expiration of the initial term or that if such failure to renew were to occur, we could lease the property to others on favorable terms.

We Rely on a Few Major Operators.Assisted Living Concepts, Inc. (or ALC) leases 37 assisted living properties with a
total of 1,427 units owned by us representing approximately 12.8%, or $70.3 million, of our total assets at December 31, 2004. Our Chairman, CEO and President, Mr. Andre C.
Dimitriadis, was a Board member of ALC from January 1, 2002 until September 10, 2004, at which time he resigned as a Board member of ALC.

Until
January 31, 2005, ALC was a publicly traded company, and as such was subject to the filing requirements of the Securities and Exchange Commission. On January 31,
2005, Extendicare Inc. (TSX:EXE.MV; EXE.SV and NYSE:EXE) announced that it had acquired 100% of the outstanding stock of ALC for $18.50 per share in cash. On January 31, 2005, we entered
into a Memorandum of Understanding (or MOU) with Extendicare Health Services, Inc. (or EHSI) a wholly owned subsidiary of Extendicare Inc. to modify and extend the leases of the 37
assisted living properties we own which were under leases with ALC. The MOU provides that the 37 properties we own will be rolled into two triple net master leases, each with an initial term of
10 years and with certain renewal options.

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Alterra
Healthcare Corporation (or Alterra) leases 35 assisted living properties with a total of 1,416 units owned by us representing approximately 12.6%, or $69.2 million, of our
total assets at December 31, 2004. Alterra announced on January 22, 2003 that it had filed a voluntary petition with the U.S. Bankruptcy Court for the District of Delaware to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. Alterra's Plan of Reorganization was approved in November 2003 and Alterra emerged from bankruptcy in December 2003 as a
non-publicly traded company. All of our leases with Alterra were assumed, without change, by the reorganized Alterra.

Sunwest
Management, Inc. (or Sunwest) operates eight assisted living properties with a total of 958 units that we own or on which we hold mortgages secured by first trust deeds.
This represents approximately 10.3% or $56.4 million of our total assets at December 31, 2004.

Our
financial position and ability to make distributions may be adversely affected by financial difficulties experienced by ALC and Alterra or any of our other lessees and borrowers,
including additional bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend
its relationship with us or our borrowers when it expires.

Our Borrowers and Lessees Face Competition in the Health Care Industry.The long-term care industry is highly
competitive and we expect that it may become more competitive in the future. Our borrowers and lessees are competing with numerous other companies providing similar long-term care services
or alternatives such as home health agencies, hospices, life care at home, community-based service programs, retirement communities and convalescent centers. There can be no assurance that our
borrowers and lessees will not encounter increased competition in the future which could limit their ability to attract residents or expand their businesses and therefore affect their ability to make
their debt or lease payments to us.

The Health Care Industry is Heavily Regulated by the Government.Our borrowers and lessees who operate health care facilities
are subject to extensive regulation by federal, state and local governments. These laws and regulations are subject to frequent and substantial changes resulting from legislation, adoption of rules
and regulations, and administrative and judicial interpretations of existing law. These changes may have a dramatic effect on the definition of permissible or impermissible activities, the relative
costs associated with doing business and the amount of reimbursement by both government and other third-party payors. These changes may be applied retroactively. The ultimate timing or effect of these
changes cannot be predicted. The failure of any borrower of funds from us or lessee of any of our properties to comply with such laws, requirements and regulations could affect its ability to operate
its facility or facilities and could adversely affect such borrower's or lessee's ability to make debt or lease payments to us.

Our Borrowers and Lessees Rely on Government and Third Party Reimbursement.The ability of our borrowers and lessees to
generate revenue and profit determines the underlying value of that property to us. Revenues of our borrowers and lessees are generally derived from payments for patient care. Sources of such payments
include the federal Medicare program, state Medicaid programs, private insurance carriers, health care service plans, health maintenance organizations, preferred provider arrangements,
self-insured employers, as well as the patients themselves.

A
significant portion of the revenue of our borrowers and lessees is derived from governmentally-funded reimbursement programs, such as Medicare and Medicaid. Because of substantial
health care costs paid by such government programs, both federal and state governments have adopted and continue to consider various health care reform proposals to control health care costs. In
recent years, there have been fundamental changes in the Medicare program that resulted in reduced levels of payment for a substantial portion of health care services. In many instances, revenues from
Medicaid programs are already insufficient to cover the actual costs incurred in providing care to those patients.

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According
to a report issued by the Kaiser Commission on Medicaid and the Uninsured in October 2004, nursing home rates were cut or frozen in 18 states in fiscal year 2004 and in 13 states in
fiscal year 2005. Moreover, health care facilities have experienced increasing pressures from private payors attempting to control health care costs, and reimbursement from private payors has in many
cases effectively been reduced to levels approaching those of government payors.

Governmental
and public concern regarding health care costs may result in significant reductions in payment to health care facilities, and there can be no assurance that future payment
rates for either governmental or private payors will be sufficient to cover cost increases in providing services to patients. Any changes in reimbursement policies which reduce reimbursement to levels
that are insufficient to cover the cost of providing patient care could adversely affect revenues of our borrowers and lessees and thereby adversely affect those borrowers' and lessees' abilities to
make their debt or lease payments to us. Failure of the borrowers or lessees to make their debt or lease payments would have a direct and material adverse impact on us.

On
July 30, 2004, the Centers for Medicare & Medicaid Services, commonly known as CMS, published a notice announcing that skilled nursing facility prospective payment rates
were being increased by 2.8% for fiscal year 2005, which began October 1, 2004. This update was expected to result in an estimated $440 million increase in Medicare payments to skilled
nursing facilities during the fiscal year. CMS also decided not to refine the current patient classification system for fiscal year 2005, which allowed nursing homes to continue to receive an
estimated $1 billion in temporary add-on payments during the fiscal year.

Congress and the States Have Enacted Health Care Reform Measures.The health care industry is facing various challenges,
including increased government and private payor pressure on health care providers to control costs. For instance, the Balanced Budget Act of 1997 enacted significant changes to the Medicare and
Medicaid programs designed to modernize payment and health care delivery systems while achieving substantial budgetary savings. In seeking to limit Medicare reimbursement for long-term
care services, Congress established the prospective payment system for skilled nursing facility services to replace the cost-based reimbursement system. Skilled nursing facilities needed
to restructure their operations to accommodate the new Medicare prospective payment system reimbursement. Since the skilled nursing facility prospective payment system was enacted, several then
publicly held operators of long-term care facilities and at least two then publicly held operators of assisted living facilities have filed for reorganization under Chapter 11 of the
federal bankruptcy laws. While certain long-term care operators and both assisted living operators have emerged from bankruptcy, during their reorganizations and in some instances
subsequent thereto, they reduced their operations by rejecting leases and/or defaulting on loans resulting in properties being returned to lessors or lenders. There can be no assurances given that
there will not be additional bankruptcies of skilled nursing and assisted living operators in the future.

In
recent years, Congress has adopted legislation to somewhat mitigate the impact of the Balanced Budget Act on providers, including skilled nursing facilities. Most recently, on
December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (P.L. 108-173). In addition to providing expanded Medicare
prescription drug coverage, the new act modifies Medicare payments to a variety of health care providers. With respect to skilled nursing facilities, the new act provides a temporary 128% increase in
the Medicare payment for skilled nursing facility residents with acquired immune deficiency syndrome, applicable to services furnished on or after October 1, 2004. Nevertheless, Congress could
consider additional Medicare and/or Medicaid cost savings proposals in the future. No assurances can be given that any additional Medicare or Medicaid legislation enacted by Congress would not reduce
Medicare or Medicaid reimbursement to skilled nursing facilities or result in additional costs for operators of skilled nursing facilities.

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In addition, comprehensive reforms affecting the payment for and availability of health care services have been proposed at the federal and state levels and major reform proposals have
been adopted by certain states. Congress and state legislatures can be expected to continue to review and assess alternative health care delivery systems and payment methodologies. Changes in the law,
new interpretations of existing laws, or changes in payment methodology may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with
doing business and the amount of reimbursement by the government and other third party payors.

Moreover,
many states are facing significant budget shortfalls, and all states have taken steps in recent years to implement cost controls within their Medicaid programs, including
freezes or reductions in skilled nursing home reimbursement in some states. According to a report issued by the Kaiser Commission on Medicaid and the Uninsured in October 2004, skilled nursing
home rates were cut or frozen in 18 states in fiscal year 2004 and in 13 states in fiscal year 2005. In light of continuing state Medicaid program reforms, budget cuts, and regulatory initiatives, no
assurance can be given that the implementation of such regulations and reforms will not have a material adverse effect on our financial condition or results of operations.

We Could Incur More Debt.We operate with a policy of incurring debt when, in the opinion of our Directors, it is advisable.
We may incur additional debt by issuing debt securities in a public offering or in a private transaction. Accordingly, we could become more highly leveraged. The degree of leverage could have
important consequences to stockholders, including affecting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other
general corporate purposes and making us more vulnerable to a downturn in business or the economy generally.

Our Assets May be Subject to Impairment Charges.We periodically but not less than quarterly evaluate our real estate
investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, operator performance and legal
structure. If we determine that a significant impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset, which could have a material adverse affect on
our results of operations and funds from operations in the period in which the write-off occurs.

A Failure to Reinvest Cash Available to Us Could Adversely Affect Our Future Revenues and Our Ability to Increase Dividends to Stockholders; There is Considerable
Competition in Our Market for Attractive Investments.From time to time, we will have cash available from (1) proceeds of sales of shares of securities,
(2) proceeds from new debt issuances, (3) principal payments on our mortgages and other investments, (4) sale of properties, and (5) funds from operations. We may reinvest
this cash in health
care investments in accordance with our investment policies, repay outstanding debt or invest in qualified short-term investments. We compete for real estate investments with a broad
variety of potential investors. The competition for attractive investments negatively affects our ability to make timely investments on acceptable terms. Delays in acquiring properties or making loans
will negatively impact revenues and perhaps our ability to increase distributions to our stockholders.

Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences to Our Stockholders.We intend to operate so as to
qualify as a REIT under the Code. We believe that we have been organized and have operated in a manner which would allow us to qualify as a REIT under the Code beginning with our taxable year ended
December 31, 1992. However, it is possible that we have been organized or have operated in a manner which would not allow us to qualify as a REIT, or that our future operations could cause us
to fail to qualify. Qualification as a REIT requires us to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for
which there are only limited judicial and administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our

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control.
For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must pay dividends to stockholders aggregating
annually at least 90% (95% for taxable years ending prior to January 1, 2001) of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding capital
gains). Legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT or the federal income tax
consequences of such qualification. However, we are not aware of any pending tax legislation that would adversely affect our ability to operate as a REIT.

If
we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular
corporate rates. Unless we are entitled to relief under statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost
qualification. If we lose our REIT status, our net earnings available for investment or distribution to stockholders would be significantly reduced for each of the years involved. In addition, we
would no longer be required to make distributions to stockholders.

Our real estate investments are relatively illiquid.Real estate investments are relatively illiquid and, therefore, tend to
limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. All of our properties are "special purpose" properties that cannot be readily converted to
general residential, retail or office use. Health care facilities that participate in Medicare or Medicaid must meet extensive program requirements, including physical plant and operational
requirements, which are revised from time to time. Such requirements may include a duty to admit Medicare and Medicaid patients, limiting the ability of the facility to increase its private pay census
beyond certain limits. Medicare and Medicaid facilities are regularly inspected to determine compliance, and may be excluded from the programsin some cases without a prior
hearingfor failure to meet program requirements. Transfers of operations of nursing homes and other healthcare-related facilities are subject to regulatory approvals not required for
transfers of other types of commercial operations and other types of real estate. Thus, if the operation of any of our properties becomes unprofitable due to competition, age of improvements or other
factors such that our lessee or mortgagor becomes unable to meet its obligations on the lease or mortgage loan, the liquidation value of the property may be substantially less, particularly relative
to the amount owing on any related mortgage loan, than would be the case if the property were readily adaptable to other uses. The receipt of liquidation proceeds or the replacement of an operator
that has defaulted on its lease or loan could be delayed by the approval process of any federal, state or local agency necessary for the transfer of the property or the replacement of the operator
with a new operator licensed to manage the facility. In addition, certain significant expenditures associated with real estate investment, such as real estate taxes and maintenance costs, are
generally not reduced when circumstances cause a reduction in income from the investment. Should such events occur, our income and cash flows from operations would be adversely affected.

Our Remedies May Be Limited When Mortgage Loans Default.To the extent we invest in mortgage loans, such mortgage loans may
or may not be recourse obligations of the borrower and generally will not be insured or guaranteed by governmental agencies or otherwise. In the event of a default under such obligations, we may have
to foreclose on the property underlying the mortgage or protect our interest by acquiring title to a property and thereafter make substantial improvements or repairs in order to maximize the
property's investment potential. Borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in
response to actions to enforce mortgage obligations. If a borrower seeks bankruptcy protection, the Bankruptcy Court may impose an automatic stay that would preclude us from enforcing foreclosure or
other remedies against the borrower. Relatively high "loan to value"

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ratios
and declines in the value of the property may prevent us from realizing an amount equal to our mortgage loan upon foreclosure.

Investments in Commercial Mortgage Backed Securities are Subject to Real Estate Risks Relating to the Underlying
Properties.We retain subordinated portions of the REMIC Certificates issued in our securitizations. These REMIC Certificates are a form of mortgage backed
securities and as such, we are subject to the same risks associated with investing directly in the underlying mortgage loans. This is especially true in our case due to the nature of the collateral
properties securing the underlying mortgages in our securitizations. All of these properties are special purpose properties used for the delivery of long-term care services. Any risks
associated with investing in these types of properties could impact the value of our investment in the REMIC Certificates we retain.

Investments in Commercial Mortgage-Backed Securities are Subject to Risks Associated with Prepayment of the Underlying
Mortgages.As with many interest bearing mortgage-backed instruments, prepayments of the underlying mortgages may expose us to the risk that an equivalent rate of
return is not available in the current market and that new investment of equivalent risk will have lower rates of return. Certain types of investments in commercial mortgage-backed securities may be
interest-only securities which expose the holder to the risk that the underlying mortgages may prepay at a faster rate than anticipated at acquisition. Faster than anticipated prepayments
may cause the investment in
interest-only commercial mortgage-backed securities to have a lower than anticipated rate of return and could result in a loss of the initial investment under extreme prepayment scenarios.

Subordinated Securities may not be Repaid Upon Default.We invest in subordinated tranches of commercial mortgage backed
securities by retaining the subordinated tranches of REMIC Certificates issued in our securitizations (our retained REMIC Certificates). In general, subordinated tranches of commercial mortgage backed
securities are entitled to receive repayment of principal only after all principal payments have been made on more senior tranches and also have subordinated rights as to receipt of interest
distributions. In addition, an active secondary market for such subordinated securities is not as well developed as the market for other mortgage backed securities. Accordingly, such subordinated
commercial mortgage backed securities may have limited marketability and there can be no assurance that a more efficient secondary market will develop.

We are Subject to Risks and Liabilities in Connection with Properties Owned Through Limited Liability Companies and
Partnerships.We have ownership interests in limited liability companies and/or partnerships. We may make additional investments through these ventures in the
future. Partnership or limited liability company investments may involve risks such as the following:



We
will, however, generally seek to maintain sufficient control of our partnerships and limited liability companies to permit us to achieve our business objectives. Our organizational
documents do

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not
limit the amount of available funds that we may invest in partnerships or limited liability companies. The occurrence of one or more of the events described above could have a direct and adverse
impact on us.

Item 2.    PROPERTIES

Investment Portfolio

At December 31, 2004, our "direct real estate investment portfolio" (properties that we own or on which we hold promissory notes secured by first
mortgages) consisted of investments in 92 skilled nursing properties with 11,006 beds, 100 assisted living properties with 4,983 units and two schools in 31 states. We had approximately
$469.1 million (before accumulated depreciation of $83.4 million) invested in properties we own and lease to lessees, approximately $92.2 million invested in mortgage loans
(before allowance for doubtful accounts of $1.3 million), and investments in REMIC Certificates with a carrying value of approximately $44.1 million ($44.9 million at amortized
cost, prior to any adjustment of available-for-sale certificates to fair market value).

Skilled
nursing facilities provide restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at acute care hospitals.
Many skilled nursing facilities provide ancillary services that include occupational, speech, physical, respiratory and IV therapies, as well as provide sub-acute care services which are
paid either by the patient, the patient's family, or through federal Medicare or state Medicaid programs.

Assisted
living facilities serve elderly persons who require assistance with activities of daily living, but do not require the constant supervision skilled nursing facilities provide.
Services are usually available 24-hours a day and include personal supervision and assistance with eating, bathing, grooming and administering medication. The facilities provide a
combination of housing, supportive services, personalized assistance and health care designed to respond to individual needs.

The
schools in our real estate investment portfolio are charter schools. Charter schools provide an alternative to the traditional public school. Charter schools are generally autonomous
entities authorized by the state or locality to conduct operations independent from the surrounding public school district. Laws vary by state, but generally charters are granted by state boards of
education either directly or in conjunction with local school districts or public universities. Operators are granted charters to establish and operate schools based on the goals and objectives set
forth in the charter. Upon receipt of a charter, schools receive an annuity from the state for each student enrolled.

Owned Properties.At December 31, 2004, we owned 55 skilled nursing properties with a total of 6,567 beds, 88 assisted
living properties with a total of 4,175 units and one school in 23 states, representing a gross investment of approximately $469.1 million. The properties are leased pursuant to
non-cancelable leases generally with an initial term of 10 to 30 years. The leases provide for a fixed minimum base rent during the initial and renewal periods. Most of the leases
provide for annual fixed rent increases or increases based on consumer price indices over the term of the lease. In addition, certain of our leases provide for additional rent through revenue
participation (as defined in the lease agreement) in incremental revenues generated by the facilities over a defined base period, effective at various times during the term of the lease. Each lease is
a triple net lease which requires the lessee to pay additional charges including all taxes, insurance, assessments, maintenance and repair (capital and non-capital expenditures), and other
costs necessary in the operation of the facility. Many of the leases contain renewal options.

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The
following table sets forth certain information regarding our owned properties as of December 31, 2004 (dollar amounts in
thousands):

|Location     |  | No. of
SNFs |  | No. of
ALFs |  | No. of
Schools |  | No. of
Beds/Units(1) |  | Encumbrances |        | Lease
Term(2) |     | Current
Investment |  
|------------ |  | ----------- |  | ----------- |  | -------------- |  | -------------------- |  | ------------ | ------ | ------------- | --- | ------------------ | -
|Alabama      |  | 3           |  | 1           |  |               |  | 458                  |  | $            |       |               | 105 |                    | $
|Arizona      |  | 5           |  | 3           |  |               |  | 1,220                |  |              |       |               | 164 |                    |  
|California   |  | 1           |  | 3           |  |               |  | 436                  |  |              | 17,268 |               | 85  |                    |  
|Colorado     |  | 3           |  | 6           |  |               |  | 525                  |  |              | 6,526  |               | 145 |                    |  
|Florida      |  | 3           |  | 6           |  |               |  | 776                  |  |              | 2,209  |               | 185 |                    |  
|Georgia      |  | 2           |  | 1           |  |               |  | 292                  |  |              |       |               | 82  |                    |  
|Idaho        |  |            |  | 4           |  |               |  | 148                  |  |              |       |               | 51  |                    |  
|Indiana      |  |            |  | 2           |  |               |  | 78                   |  |              |       |               | 60  |                    |  
|Iowa         |  | 7           |  | 1           |  |               |  | 645                  |  |              |       |               | 309 |                    |  
|Kansas       |  | 4           |  | 4           |  |               |  | 447                  |  |              | 3,771  |               | 226 |                    |  
|Nebraska     |  |            |  | 4           |  |               |  | 156                  |  |              |       |               | 52  |                    |  
|New Jersey   |  |            |  | 1           |  | 1              |  | 39                   |  |              |       |               | 105 |                    |  
|New Mexico   |  | 5           |  | 1           |  |               |  | 560                  |  |              | 11,004 |               | 106 |                    |  
|N. Carolina  |  |            |  | 5           |  |               |  | 210                  |  |              |       |               | 192 |                    |  
|Ohio         |  |            |  | 11          |  |               |  | 483                  |  |              | 20,436 |               | 114 |                    |  
|Oklahoma     |  |            |  | 6           |  |               |  | 221                  |  |              | 4,408  |               | 192 |                    |  
|Oregon       |  | 1           |  | 4           |  |               |  | 325                  |  |              | 3,896  |               | 53  |                    |  
|Pennsylvania |  |            |  | 1           |  |               |  | 69                   |  |              | 5,222  |               | 160 |                    |  
|S. Carolina  |  |            |  | 3           |  |               |  | 128                  |  |              |       |               | 192 |                    |  
|Tennessee    |  | 3           |  |            |  |               |  | 201                  |  |              |       |               | 166 |                    |  
|Texas        |  | 15          |  | 13          |  |               |  | 2,574                |  |              | 4,213  |               | 177 |                    |  
|Virginia     |  | 3           |  |            |  |               |  | 443                  |  |              |       |               | 346 |                    |  
|Washington   |  |            |  | 8           |  |               |  | 308                  |  |              | 6,300  |               | 101 |                    |  
|             |  |             |  |             |  |                |  |                      |  |              |        |               |     |                    |  
|TOTAL        |  | 55          |  | 88          |  | 1              |  | 10,742               |  | $            | 85,253 | (3)           |     |                    | $
|             |  |             |  |             |  |                |  |                      |  |              |        |               |     |                    |  

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Mortgage Loans.At December 31, 2004, we had 44 mortgage loans secured by first mortgages on 37 skilled nursing
properties with a total of 4,439 beds, 12 assisted living properties with 808 units and one school located in 21 states. See Item 8. FINANCIAL
STATEMENTSNote 6. Real Estate Investmentsfor further description.

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The
following table sets forth certain information regarding our mortgage loans as of December 31, 2004 (dollar amounts in
thousands):

|Location    |       | No. of
SNFs |    | No. of
ALFs |    | No. of
Schools |   | No. of
Beds/
Units |       | Interest
Rate % |  | Average
Months to
Maturity |  | Face Amount of
Mortgage Loans |        | Current Amount
of Mortgage
Loans |   | Current
Annual Debt
Service(1)
|----------- | ----- | ----------- | -- | ----------- | -- | -------------- | - | ------------------ | ----- | --------------- |  | -------------------------- |  | ----------------------------- | ------ | -------------------------------- | - | ------------------------------
|Alabama     |       | 1           |    |            |    |               |   | 40                 |       | 10.75           |  | 163                        |  | $                             | 500    |                                  | $ | 437                           
|Arizona     |       | 1           |    |            |    |               |   | 144                |       | 12.40           |  | 4                          |  |                               | 2,400  |                                  |   | 2,170                         
|Arkansas    |       | 1           |    |            |    |               |   | 174                |       | 11.20           |  | 75                         |  |                               | 2,000  |                                  |   | 1,592                         
|California  |       | 5           |    |            |    |               |   | 756                |       | 10.53-12.50     |  | 112                        |  |                               | 11,371 |                                  |   | 9,599                         
|Colorado    |       | 1           |    |            |    |               |   | 33                 |       | 11.00           |  | 29                         |  |                               | 1,041  |                                  |   | 1,000                         
|Florida     |       | 4           |    | 1           |    |               |   | 541                |       | 10.65-12.38     |  | 48                         |  |                               | 14,640 |                                  |   | 12,743                        
|Georgia     |       | 2           |    |            |    |               |   | 215                |       | 10.50-11.93     |  | 50                         |  |                               | 3,200  |                                  |   | 2,956                         
|Illinois    |       | 1           |    |            |    |               |   | 120                |       | 10.33           |  | 39                         |  |                               | 1,950  |                                  |   | 1,800                         
|Iowa        |       | 1           |    | 1           |    |               |   | 143                |       | 12.14-12.62     |  | 35                         |  |                               | 4,400  |                                  |   | 4,175                         
|Minnesota   |       |            |    |            |    | 1              |   |                   |       | 6.00            |  | 174                        |  |                               | 3,751  |                                  |   | 3,751                         
|Missouri    |       | 1           |    |            |    |               |   | 90                 |       | 9.63            |  | 161                        |  |                               | 1,500  |                                  |   | 1,268                         
|Montana     |       |            |    | 1           |    |               |   | 34                 |       | 12.39           |  | 106                        |  |                               | 2,346  |                                  |   | 2,269                         
|Nebraska    |       |            |    | 4           |    |               |   | 163                |       | 10.83-12.15     |  | 46                         |  |                               | 10,911 |                                  |   | 10,427                        
|Nevada      |       | 1           |    |            |    |               |   | 100                |       | 11.38           |  | 67                         |  |                               | 1,200  |                                  |   | 927                           
|Ohio        |       | 2           |    |            |    |               |   | 200                |       | 10.99-11.65     |  | 16                         |  |                               | 6,300  |                                  |   | 5,366                         
|Oklahoma    |       | 2           |    |            |    |               |   | 273                |       | 11.90           |  | 78                         |  |                               | 2,600  |                                  |   | 1,645                         
|S. Carolina |       |            |    | 2           |    |               |   | 134                |       | 11.00           |  | 57                         |  |                               | 4,000  |                                  |   | 3,998                         
|S. Dakota   |       |            |    | 1           |    |               |   | 34                 |       | 12.14           |  | 51                         |  |                               | 2,346  |                                  |   | 2,275                         
|Texas       |       | 11          |    | 2           |    |               |   | 1,763              |       | 10.50-12.50     |  | 68                         |  |                               | 23,545 |                                  |   | 19,619                        
|Washington  |       | 2           |    |            |    |               |   | 175                |       | 12.40-12.50     |  | 142                        |  |                               | 2,600  |                                  |   | 2,273                         
|Wisconsin   |       | 1           |    |            |    |               |   | 115                |       | 11.00           |  | 146                        |  |                               | 2,200  |                                  |   | 1,868                         
|            |       |             |    |             |    |                |   |                    |       |                 |  |                            |  |                               |        |                                  |   |                               
|            | TOTAL |             | 37 |             | 12 |                | 1 |                    | 5,247 |                 |  |                            |  |                               | $      | 104,801                          |   | $                             
|            |       |             |    |             |    |                |   |                    |       |                 |  |                            |  |                               |        |                                  |   |                               

---

In
general, the mortgage loans may not be prepaid except in the event of the sale of the collateral property to a third party that is not affiliated with the borrower, although partial
prepayments (including the prepayment premium) are often permitted where a mortgage loan is secured by more than one property upon a sale of one or more, but not all, of the collateral properties to a
third party which is not an affiliate of the borrower. The terms of the mortgage loans generally impose a premium upon prepayment of the loans depending upon the period in which the prepayment occurs,
whether
such prepayment was permitted or required, and certain other conditions such as upon the sale of the property under a pre-existing purchase option, destruction or condemnation, or other
circumstances as approved by us. On certain loans, such prepayment amount is based upon a percentage of the then outstanding balance of the loan, usually declining ratably each year. For other loans,
the prepayment premium is based on a yield maintenance formula. In addition to a lien on the mortgaged property, the loans are generally secured by certain non-real estate assets of the
properties and contain certain other security provisions in the form of letters of credit, pledged collateral accounts, security deposits, cross-default and cross-collateralization features and
certain guarantees.

See
Item 8. FINANCIAL STATEMENTSNote 10. Debt Obligationsfor a description of our Senior Mortgage Participation
Payable which is secured by certain of our mortgage loans receivable.

23

---



REMIC Certificates.At December 31, 2004, we had investments in REMIC Certificates with a carrying value of
$44.1 million ($44.9 million at amortized cost, prior to any adjustment of available-for-sale certificates to fair market value).

The
REMIC Certificates we retain are subordinate in rank and right of payment to the REMIC Certificates sold to third-party investors and as such would bear the first risk of loss in the
event of an impairment to any of the underlying mortgages. The REMIC Certificates are collateralized by two pools consisting of 39 first mortgage loans secured by 43 skilled nursing properties with a
total of 5,004 beds in 14 states. Each mortgage loan, all of which we originated, is evidenced by a promissory note and secured by a mortgage, deed of trust, or other similar instrument that creates a
first mortgage lien on a fee simple estate in real property. The $87.4 million current principal amount of mortgage loans represented by the REMIC Certificates have a weighted average interest
rate of approximately 11.0%.

The
following table sets forth certain information regarding the mortgage loans securing the REMIC Certificates as of December 31, 2004 (dollar amounts in
thousands):

|Location   |  | Number of
Properties |  | Number of
Beds |  | Original Principal
Amount of Remaining
Mortgage Loans |         | Current Principal
Amount of Remaining
Mortgage Loans(1) |   | Current Annual
Debt Service
|---------- |  | -------------------- |  | -------------- |  | ----------------------------------------------------- | ------- | ------------------------------------------------------- | - | ---------------------------
|Alabama    |  | 1                    |  | 120            |  | $                                                     | 4,100   |                                                         | $ | 3,669                      
|California |  | 7                    |  | 772            |  |                                                       | 13,445  |                                                         |   | 10,844                     
|Colorado   |  | 1                    |  | 177            |  |                                                       | 2,000   |                                                         |   | 1,821                      
|Florida    |  | 2                    |  | 270            |  |                                                       | 10,710  |                                                         |   | 9,488                      
|Georgia    |  | 2                    |  | 240            |  |                                                       | 6,450   |                                                         |   | 5,783                      
|Iowa       |  | 1                    |  | 60             |  |                                                       | 3,200   |                                                         |   | 2,939                      
|Louisiana  |  | 1                    |  | 127            |  |                                                       | 1,600   |                                                         |   | 1,344                      
|Michigan   |  | 1                    |  | 236            |  |                                                       | 3,000   |                                                         |   | 2,381                      
|Missouri   |  | 1                    |  | 100            |  |                                                       | 1,500   |                                                         |   | 1,376                      
|Montana    |  | 2                    |  | 163            |  |                                                       | 5,600   |                                                         |   | 5,143                      
|Nebraska   |  | 1                    |  | 82             |  |                                                       | 1,200   |                                                         |   | 1,102                      
|New Mexico |  | 4                    |  | 443            |  |                                                       | 15,821  |                                                         |   | 14,538                     
|Tennessee  |  | 3                    |  | 353            |  |                                                       | 12,075  |                                                         |   | 10,810                     
|Texas      |  | 16                   |  | 1,861          |  |                                                       | 21,455  |                                                         |   | 16,113                     
|           |  |                      |  |                |  |                                                       |         |                                                         |   |                            
|TOTAL      |  | 43                   |  | 5,004          |  | $                                                     | 102,156 |                                                         | $ | 87,351                     
|           |  |                      |  |                |  |                                                       |         |                                                         |   |                            

---

The
mortgage loans underlying the REMIC Certificates generally have 25-year amortization schedules with final maturities ranging from 2005 to 2028. Contractual principal and
interest distributions with respect to the $44.9 million amortized cost basis of REMIC Certificates (excluding unrealized losses on changes in estimated fair value of $0.8 million) we
retained are subordinated to distributions of interest and principal with respect to the $42.2 million of REMIC Certificates held by third parties. Thus, based on the terms of the underlying
mortgages and assuming no unscheduled prepayments occur nor are any maturities extended as a result of the inability of the borrower to refinance, scheduled principal distributions on the REMIC
Certificates we retained will commence in March 2005 with final distributions in April 2028. Distributions on any of the REMIC Certificates will depend, in large part, on the amount and
timing of payments, collections, delinquencies and defaults with respect to the mortgage loans represented by the REMIC Certificates, including the exercise of certain purchase options under existing
property leases or the sale of the mortgaged properties. Each of

24

---



the
mortgage loans securing the REMIC Certificates contains similar prepayment and security provisions as our mortgage loans.

As
part of the REMIC transactions discussed above, we serve as the sub-servicer and, in such capacity, are responsible for performing substantially all of the servicing
duties relating to the mortgage loans represented by the REMIC Certificates. We receive monthly fees equal to a fixed percentage of the then outstanding mortgage loan balance in the REMIC, which in
our opinion represented then prevailing terms for similar transactions at that time. In addition, we will act as the special servicer to restructure any mortgage loans in the REMIC that default. As
noted previously, we assume the first dollar of any losses on the defaulted loans.

At
December 31, 2004, the REMIC Certificates we held had an effective interest rate of approximately 13.9% based on the expected future cash flows with no unscheduled prepayments.

Item 3.    LEGAL PROCEEDINGS

We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties,
which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or
professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the
responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue
to vigorously defend such claims.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5.    MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED  STOCKHOLDER MATTERS

2004

2003High

Low

High

LowFirst Quarter

$
18.16

$
14.47

$
7.17

$
5.25Second Quarter

$
18.70

$
14.30

$
9.55

$
6.00Third Quarter

$
18.99

$
16.24

$
11.76

$
9.13Fourth Quarter

$
20.23

$
17.73

$
15.00

$
11.50


2004

2003First Quarter

$
0.250

$
0.100Second Quarter


0.275


0.150Third Quarter


0.300


0.150Fourth Quarter


0.300


0.250$
1.125

$
0.650


25

---



On
February 2, 2005, we declared a $.30 per common share dividend payable on March 31, 2005, to stockholders of record on March 18, 2005. We intend to distribute to
our stockholders an amount at least sufficient to satisfy the distribution requirements of a REIT. Cash flows from operating activities available for distribution to stockholders will be derived
primarily from interest and rental payments from our real estate investments. All distributions will be made subject to approval of the Board of Directors and will depend on our earnings, our
financial condition and such other factors as the Board of Directors deem relevant. In order to qualify for the beneficial tax treatment accorded to REITs by Sections 856 through 860 of the Internal
Revenue Code, we are required to make distributions to holders of our shares equal to at least 90% of our REIT taxable income. (See "Annual Distribution Requirements" beginning on page 11.)

Equity Compensation Plan Information

|Plan Category                                              |       | (a)
Number of securities to
be issued upon exercise
of outstanding options
warrants and rights |         | (b)
Weighted-average
exercise price of
outstanding options,
warrants and rights |      | (c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|---------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |       | 200,300                                                                                        |         | $                                                                               | 7.15 |                                                                                                                                                
|Equity compensation plans not approved by security holders |       |                                                                                               |         |                                                                                 |     |                                                                                                                                                
|                                                           |       |                                                                                                |         |                                                                                 |      |                                                                                                                                                
|                                                           | Total |                                                                                                | 200,300 |                                                                                 | $    | 7.15                                                                                                                                           

Recent Sales of Unregistered Securities

During 2004, we were the general partner under eight separate limited partnerships. In connection with each of the partnership agreements, previously we, as
general partner and each limited partner also entered into Exchange Rights Agreements (the Exchange Rights Agreements), pursuant to which the limited partners, under certain circumstances, have the
right (an Exchange Right) to require us to pay cash or issue shares of our Common Stock in exchange for units of the requesting limited partners' partnership interest in the partnership tendered for
exchange. Each partnership agreement establishes a specific value of a share of our Common Stock which determines the number of shares of our Common Stock that is subject, under certain circumstances,
to issuance to the limited partners. In the event a limited partner exercises an Exchange Right, we have the option to either issue our Common Stock or pay the limited partner the equivalent value in
cash, as determined by an agreed upon formula. In the first quarter of 2004, we issued 168,365 shares of our Common Stock to one of the limited partners in a transaction exempt from registration under
the Securities Act of 1933. On May 28,
2004, we filed a Registration Statement on Form S-3 (File No. 333-115991), which was declared effective June 9, 2004, covering the resale of up to 865,387
shares of our Common Stock by such limited partners.

26

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Item 6.    SELECTED FINANCIAL INFORMATION

The following table of selected financial information should be read in conjunction with our financial statements and related notes thereto included elsewhere in
this Annual Report on Form 10-K.

|                                                           |                                          | 2004           |         | 2003   |        | 2002    |        | 2001   |         | 2000   |       
|---------------------------------------------------------- | ---------------------------------------- | -------------- | ------- | ------ | ------ | ------- | ------ | ------ | ------- | ------ | ------
|
|Operating Information:                                     |                                          |                |         |        |        |         |        |        |         |        |       
|Revenues                                                   |                                          | $              | 66,917  |        | $      | 63,213  |        | $      | 67,434  |        | $     
|Expenses:                                                  |                                          |                |         |        |        |         |        |        |         |        |       
|                                                           | Interest expense                         |                |         | 11,866 |        |         | 20,799 |        |         | 20,606 |       
|                                                           | Depreciation and amortization            |                |         | 12,816 |        |         | 12,314 |        |         | 13,517 |       
|                                                           | Impairment charge                        |                |         | 274    |        |         | 1,260  |        |         | 7,097  |       
|                                                           | Legal expenses                           |                |         | 193    |        |         | 1,076  |        |         | 803    |       
|                                                           | Operating and other expenses             |                |         | 5,297  |        |         | 6,525  |        |         | 5,979  |       
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|                                                           |                                          | Total expenses |         |        | 30,446 |         |        | 41,974 |         |        | 48,002
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Income before non-operating income and minority interest   |                                          |                | 36,471  |        |        | 21,239  |        |        | 19,432  |        |       
|                                                           | Non-operating income                     |                |         |       |        |         | 1,970  |        |         |       |       
|                                                           | Minority interest                        |                |         | (896   | )      |         | (1,300 | )      |         | (1,308 | )     
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Income from continuing operations                          |                                          |                | 35,575  |        |        | 21,909  |        |        | 18,124  |        |       
|Discontinued Operations:                                   |                                          |                |         |        |        |         |        |        |         |        |       
|                                                           | Gain (loss) from discontinued operations |                |         | 205    |        |         | 111    |        |         | (804   | )     
|                                                           | Gain on sale of assets, net              |                |         | 608    |        |         | 2,299  |        |         | 14,483 |       
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Net income (loss) from discontinued operations             |                                          |                | 813     |        |        | 2,410   |        |        | 13,679  |        |       
|Net income (loss)                                          |                                          |                | 36,388  |        |        | 24,319  |        |        | 31,803  |        |       
|Preferred stock redemption charge                          |                                          |                | (4,029  | )      |        | (1,241  | )      |        |        |        |       
|Preferred stock dividends                                  |                                          |                | (17,356 | )      |        | (16,596 | )      |        | (15,042 | )      |       
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Net income (loss) available to common stockholders         |                                          | $              | 15,003  |        | $      | 6,482   |        | $      | 16,761  |        | $     
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Per share Information:                                     |                                          |                |         |        |        |         |        |        |         |        |       
|Basic net income (loss) available to common stockholders   |                                          | $              | 0.77    |        | $      | 0.36    |        | $      | 0.91    |        | $     
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Diluted net income (loss) available to common stockholders |                                          | $              | 0.77    |        | $      | 0.36    |        | $      | 0.91    |        | $     
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Common Stock Distributions declared                        |                                          | $              | 1.125   |        | $      | 0.65    |        | $      | 0.40    |        | $     
|                                                           |                                          |                |         |        |        |         |        |        |         |        |       
|Balance Sheet Information:                                 |                                          |                |         |        |        |         |        |        |         |        |       
|Real estate investments, net                               |                                          | $              | 520,679 |        | $      | 515,752 |        | $      | 552,434 |        | $     
|Total assets                                               |                                          |                | 547,880 |        |        | 574,924 |        |        | 599,925 |        |       
|Total debt                                                 |                                          |                | 100,660 |        |        | 153,755 |        |        | 227,837 |        |       
|Total liabilities                                          |                                          |                | 107,967 |        |        | 192,741 |        |        | 239,113 |        |       
|Minority interest                                          |                                          |                | 3,706   |        |        | 13,401  |        |        | 13,399  |        |       
|Total stockholders' equity                                 |                                          |                | 436,207 |        |        | 368,782 |        |        | 347,413 |        |       
|Other Information:                                         |                                          |                |         |        |        |         |        |        |         |        |       
|Cash flows provided by operating activities                |                                          | $              | 50,937  |        | $      | 36,218  |        | $      | 42,903  |        | $     
|Cash flows provided by investing activities                |                                          |                | 2,741   |        |        | 20,707  |        |        | 19,320  |        |       
|Cash flows used in financing activities                    |                                          |                | (67,282 | )      |        | (47,007 | )      |        | (60,544 | )      |       

27

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Results

Year ended December 31, 2004 compared to year ended December 31, 2003

Revenues for the year ended December 31, 2004, were $66.9 million compared to $63.2 million for the same period in 2003. Rental income
increased $6.3 million primarily as a result of the effect of receiving rent for the entire year of 2004 on properties formerly leased to Sun Healthcare Group, Inc. (or Sun) as compared
to receiving one month of rent from Sun in 2003 ($1.0 million), receiving rent in 2004 on properties formerly leased to Centers for Long Term Care (or CLC) which were on non-accrual
in the first eight months of 2003 ($3.0 million), the receipt of rent from properties acquired in 2003 and 2004 ($0.6 million), an increase due to straight-line rental income
($1.1 million), new leases and rental increases provided for in existing lease agreements ($1.1 million), partially offset by the one time receipt in 2003 of past due rents on
non-accrual ($0.5 million). Same store rental income, (rental income from properties owned for both years ended December 31, 2004 and 2003 and excluding
straight-line rental income) increased $4.4 million due to the effect of receiving rent in 2004 on properties formerly leased to Sun and CLC as noted above and rental increases
provided for in existing lease agreements.

Interest
income from mortgage loans and notes receivable decreased $0.7 million primarily as a result of the pay off of loans and the conversion of loans into owned properties
partially offset by the receipt of interest from new loans. Interest income from REMIC Certificates for the year ended December 31, 2004 decreased $2.6 million compared to 2003 due to
the dissolution of the 1994-1 REMIC Pool, the amortization of our remaining REMIC Certificates and the early payoff of certain mortgage loans underlying our investment in REMIC
Certificates.

Interest
and other income increased $0.7 million in 2004 from the prior year due primarily to the receipt of prepayment penalties associated with the early payoff of certain
mortgages underlying our investment in REMIC Certificates partially offset by the redemption of marketable secured notes that we held.

Interest
expense decreased $8.9 million in 2004 from the prior year. Included in interest expense for 2003 was a $2.1 million write-off of debt issue costs
related to our early retirement of our Secured Revolving Credit. Interest expense decreased due to a decrease in average borrowings outstanding during the year and a decrease in amortization of debt
issue costs on our Unsecured Revolving Credit compared to the amortization of debt issue costs on the Secured Revolving Credit we had during most of 2003.

Depreciation
and amortization expense for 2004 increased $0.5 million from the prior year due to acquisitions. See Item 8. FINANCIAL
STATEMENTSNote 6. Real Estate Investments.

We
perform periodic comprehensive evaluations of our investments. During our evaluation of the realizability of expected future cash flows from the mortgages underlying our REMIC
Certificates, there were indications that certain expected future cash flows would not be realized by the REMIC Trust. Accordingly, we recorded a $0.3 million impairment charge reclassifying a
portion of the fair market value adjustment on available-for-sale interest-only REMIC Certificates from comprehensive income to realized loss to reflect the
estimated impact on future cash flows from loan prepayments related to certain subordinated REMIC Certificates we hold. During 2003 we recorded a $1.3 million impairment charge related
primarily the reclassification of the fair market value adjustment on available-for-sale interest-only REMIC Certificates from comprehensive income to realized
loss.

Legal
expenses were $0.9 million lower in 2004 than in 2003 due to lower costs for general litigation defense. Operating and other expenses decreased $1.2 million due to
lower property tax

28

---



payments
made on behalf of operators and for closed and unsold properties in 2004 as compared to 2003.

Non-operating
income of $2.0 million was recognized in 2003 as a result of the early redemption of secured notes that we owned. No non-operating income was
recognized in 2004. Minority interest in income decreased $0.4 million due to the conversion of almost all of our limited partnership interests to common stock and cash in 2004.

For
the year ended December 31, 2004, net income from discontinued operations was $0.8 million. During 2004 we sold five skilled nursing properties, two of which were
formerly operated by Sun resulting in a gain on sale of $0.6 million. During 2003 we reported income from discontinued operations of $2.4 million. This reclassification was made in
accordance with SFAS No. 144 which requires that the financial results of properties meeting certain criteria be reported on a separate line item called "Discontinued Operations." During 2003
we recognized a $2.3 million gain related to sale of eight skilled nursing properties and reported $0.1 million in income from discontinued operations.

During
2004, we redeemed all of our outstanding Series A and Series B preferred stock. Accordingly, we recognized a $4.0 million preferred stock redemption charge
related to the original issue costs of the preferred stock redeemed. In addition, preferred stock dividends were $0.8 million higher in 2004 as compared to the prior year due to the issuance of
Series E and Series F preferred stock and the timing of the Series A and Series B preferred stock redemption. During 2003 we announced the redemption of 40% of the
outstanding shares of our Series A preferred stock and recognized a $1.2 million preferred stock redemption charge related to the original issue costs of the preferred stock redeemed.

Net
income available to common stockholders for the year ended December 31, 2004, was $15.0 million compared to $6.5 million for the year ended December 31,
2003. This increase is due primarily to an increase in rental income and a decrease in interest expense partially offset by an increase in preferred stock redemption charges as previously discussed.

Year ended December 31, 2003 compared to year ended December 31, 2002

Revenues for the year ended December 31, 2003 were $63.2 million compared to $67.4 million for the same period in 2002. Rental income
decreased $0.4 million primarily as a result of the effect of classifying properties leased to Sun as non-accrual rents ($2.8 million) and the elimination of rents from sold
properties not subject to Statement of Financial Accounting Standard (or SFAS) No. 144"Accounting for the Impairment or Disposal of Long-Lived
Assets"reclassification ($0.9 million), partially offset by the receipt of past due rent that we had not accrued due to collectibility uncertainties
($0.5 million), the receipt of rent from properties formerly operated by CLC ($1.5 million), security deposits applied to past due rents ($0.5 million), acquisitions
($0.1 million) and new leases and rental increases provided for in existing lease agreements ($0.7 million). Same store rental income, (rental income from properties owned for both years
ended December 31, 2003 and 2002) decreased $1.8 million due to the effect of classifying rents on properties leased to Sun as non-accrual rents, partially offset by the
receipt of past due rent that we had not accrued due to collectibility uncertainties and new leases and normal rental rate increases, as set forth in the lease agreements.

Interest
income from mortgage loans and notes receivable decreased $0.9 million primarily as a result of the early payoff of four mortgage loans (one in 2003 and three in 2002)
and the receipt of past due interest on CLC's line of credit in September 2002. Interest income from REMIC Certificates for the year ended December 31, 2003 decreased $3.0 million
compared to 2002 due to the amortization of the related asset and the early payoff of certain mortgage loans underlying our investment in REMIC Certificates.

29

---



Interest
and other income increased $0.1 million in 2003 from the prior year due primarily to the receipt of interest on our investment in secured notes of ALC.

Interest
expense increased $0.2 million in 2003 from the prior year. Included in interest expense for 2003 was a $2.1 million write-off of debt issue costs
related to our early retirement of our Secured Revolving Credit. Interest expense decreased due to a decrease in average borrowings outstanding during the year and a decrease in interest rates on our
Secured Revolving Credit partially offset by an increase in our overall weighted average interest rate related to our Senior Participation Payable.

Depreciation
and amortization expense for 2003 decreased $1.2 million from the prior year due to properties sold in 2002 not subject to SFAS No. 144 reclassification and a
lower basis of certain assets due to impairment charges taken in 2002.

We
perform periodic comprehensive evaluations of our investments. During our evaluation of the realizability of expected future cash flows from the mortgages underlying our REMIC
Certificates, there were indications that certain expected future cash flows would not be realized by the REMIC Trust. Accordingly, we recorded a $1.3 million impairment charge to reflect the
estimated impact on future cash flows from loan prepayments occurring during, or expected to occur subsequent to, the first quarter of 2003 related to certain subordinated REMIC Certificates we held
at December 31, 2003. During 2002 we recorded impairments of $1.7 million in one skilled nursing property and one assisted living property ($0.7 million of which is included in
net loss from discontinued operations). Of this $1.7 million, $1.0 million applied to a skilled nursing property where we agreed to a rent reduction that required an impairment
adjustment and $0.7 million was for an assisted living property we agreed to sell at less than net book value. We recorded a $1.6 million impairment for mortgage loans on two skilled
nursing properties. Of this amount, $0.6 million was for a skilled nursing property that had closed and the borrower defaulted on the loan and $1.0 million was for a loan on a skilled
nursing property whose operator was reporting losses from operations and requesting temporary loan payment modifications. Additionally, we recorded a $4.5 million impairment on investments in
REMIC Certificates. Of this $4.5 million charge, $1.2 million was for loans paying off prior to maturity and reducing the value of our interest-only REMIC Certificates,
$0.5 million was for one skilled nursing property that closed, $1.3 million was for one skilled nursing facility that we, as loan servicing agent for the REMIC Trust, agreed could pay
the loan off at a $1.0 million reduction in principal and $1.5 million was for one
skilled nursing property whose operator advised us they were considering either closing the facility or attempting to convert the building to an alternative use.

Legal
expenses were $0.3 million higher in 2003 than in 2002 due to higher legal costs for general litigation defense. Operating and other expenses increased $0.5 million
due to higher property tax payments made on behalf of operators in 2003 as compared to 2002.

Non-operating
income of $2.0 million was recognized in 2003 as a result of ALC's early redemption of its secured notes that we owned. No non-operating
income was recognized in the prior year.

For
the year ended December 31, 2003, net income from discontinued operations was $2.4 million. During 2003 we sold eight skilled nursing facilities, one of which was
formerly operated by Sun and three were formerly operated by CLC. We recognized a $2.3 million gain on these sales and received $15.7 million in net proceeds which we used to pay
$3.8 million in mortgage debt related to these properties, $2.6 million to repay outstanding borrowings under the Secured Revolving Credit and the remaining net proceeds were used to
fund the partial redemption of our Series A Preferred Stock. During 2003 we reported income from discontinued operations of $0.1 million. This reclassification was made in accordance
with SFAS No. 144 which requires that the financial results of properties meeting certain criteria be reported on a separate line item called "Discontinued Operations." During 2002 we
recognized a $14.5 million gain related to sale of 15 skilled nursing properties and one assisted living property and reported a $0.8 million loss from discontinued operations.

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During
2003 we announced the redemption of 40% of the outstanding shares of our Series A Preferred Stock. This redemption was completed January 30, 2004, and as a result,
we recognized original issuance costs of $1.2 million that were related to the shares we redeemed as a preferred stock redemption charge. We did not redeem any preferred stock in 2002.
Preferred stock dividends increased $1.6 million due to the issuance of 2.2 million shares of 8.5% Series E Convertible Preferred Stock (or Series E Preferred Stock) in
September of 2003.

Net
income available to common stockholders for the year ended December 31, 2003, was $6.5 million compared to $16.8 million for the year ended December 31,
2002. This decrease is due primarily to gains on asset sales in 2002 as previously discussed.

Critical Accounting Policies

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. See Item 8. FINANCIAL
STATEMENTSNote 2. Summary of Significant Accounting Policiesfor a description of the significant accounting policies we followed in
preparing the consolidated financial statements for all periods presented. We have identified the following significant accounting policies as critical accounting policies in that they require
significant judgment and estimates and have the most impact on financial reporting.

Impairments.Impairment losses are recorded when events or changes in circumstances indicate the asset is impaired and the
estimated undiscounted cash flows to be generated by the asset are less than its carrying amount. Management assesses the impairment of properties individually and impairment losses are calculated as
the excess of the carrying amount over the fair value of assets to be held and used, and the carrying amount over the fair value less cost to sell in instances where management has determined that we
will dispose of the property, as per SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" for years prior to 2002 and as per SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" beginning January 1, 2002. In determining fair value, we use current appraisals or other third party opinions of value and other estimates of fair value such as
estimated undiscounted future cash flows.

To
the extent there are defaults or unrecoverable losses on the underlying mortgages of the REMIC Certificates resulting in reduced cash flows, the subordinated certificates we hold
would, in general bear the first risk of loss. In accordance with EITF 99-20, management evaluates the realizability of expected future cash flows periodically. Management includes in its
evaluation such factors as actual and/or expected loan prepayments, actual and/or expected credit losses, and other factors that may impact the amount and timing of REMIC Certificate future cash
flows. An impairment is recorded in current period earnings when management believes that it is likely that a portion of the underlying mortgage collateral would not be realized by the REMIC Trust.

Securitization Transactions.We are a REIT and, as such, make investments with the intent to hold them for
long-term purposes. However, mortgage loans may be transferred to a REMIC, a qualifying special-purpose entity, when a securitization provides us with the best available form of capital to
fund additional long-term investments. When contemplating a securitization, consideration is given to our current and expected future interest rate posture and liquidity and leverage
position, as well as overall economic and financial market trends.

A
securitization is completed in a two-step process. First, a wholly owned special-purpose bankruptcy remote corporation (or REMIC Corp.) is formed and selected mortgage
loans are sold to the REMIC Corp. without recourse. Second, the REMIC Corp. transfers the loans to a trust (or REMIC Trust) in exchange for commercial mortgage pass-through certificates
(or REMIC Certificates) which represent beneficial ownership interests in the REMIC Trust assets (the underlying mortgage

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loans).
Under this structure, the REMIC Trust is a qualifying special purpose entity from which the mortgages are isolated from us and the REMIC Corp. Holders of REMIC Certificates issued by the REMIC
Trust have the right free of any conditional constraints to pledge or exchange those interests, and neither we or the REMIC Corp. maintain effective control over the transferred assets (the
mortgages). The REMIC Trust is administered by a third-party trustee solely for the benefit of the REMIC Certificate holders; however, we are the Special or Sub-servicer.

Under
the securitization structure described above, we account for the transfer of the mortgages as a sale and any gain or loss is recorded in earnings. The gain or loss is equal to the
excess or deficiency of the cash proceeds and fair market value of any subordinated certificates received when compared with the carrying value of the mortgages sold, net of any transaction costs
incurred and any gains or losses associated with an underlying hedge. Subordinated certificates received by us are recorded at their fair value at the date of the transaction. We have no controlling
interest in the REMIC since the majority of the beneficial ownership interests (in the form of REMIC Certificates) are sold to third-party investors. Consequently, the financial statements of the
REMIC Trust are not consolidated with those of our company for financial reporting purposes.

REMIC
Certificates retained by us as consideration for the mortgages sold are accounted for at fair value. In determining fair value on the date of sale, management considers various
factors including, pricing of the certificates sold relative to the certificates retained as evaluated by the underwriters, discount rates and applicable spreads at the time of issuance for similar
securities (or adjustments thereto if no comparable securities are available), assumptions regarding prepayments including the weighted-average life of prepayable assets, if any, and estimates
relating to potential realized credit losses.

The
REMIC Certificates issued by the REMIC Trust include various levels of senior, subordinated, interest-only and residual classes. The subordinated REMIC Certificates
generally provide a level of credit enhancement to the senior REMIC Certificates. The senior REMIC Certificates (which historically have represented 66% of the total REMIC Certificates) were then sold
to outside third-party investors through a private placement under Rule 144A of the Securities Act of 1933, as amended. The subordinated REMIC Certificates along with the cash proceeds from the
sale of the senior REMIC Certificates were retained by the REMIC Corp. as consideration for the initial transfer of the mortgage loans to the REMIC Trust. Neither we, nor the REMIC Corp. is obligated
to purchase any of the REMIC Trust assets or assume any liabilities.

Description of the REMIC Certificates.REMIC Certificates represent beneficial ownership interests in the REMIC Trust and can
be grouped into three categories; senior, subordinated and subordinated interest-only (or interest-only). The REMIC Certificates sold to third-party investors are the senior
certificates and those retained by us are the subordinated certificates. The senior and the subordinated certificates have stated principal balances and stated interest rates (or
pass-through rates). The interest-only REMIC Certificates have no stated principal but are entitled to interest distributions. Interest distributions on the
interest-only REMIC Certificates are typically based on the spread between the monthly interest received by the REMIC Trust on the underlying mortgage collateral and the monthly
pass-through interest paid by the REMIC Trust on the outstanding pass-through rate REMIC Certificates. Interest and principal distributions are made in order of REMIC
Certificate seniority. As such, to the extent there are defaults or unrecoverable losses on the underlying mortgages resulting in reduced cash flows, the subordinated certificates held by us would in
general bear the first risk of loss. Management evaluates the realizability of expected future cash flows periodically. An impairment is recorded in current period earnings when management believes
that it is probable that a portion of the underlying mortgage collateral would not be realized by the REMIC Trust.

In
addition to the risk from credit losses, the interest-only Certificates are also subject to prepayment risk, in that prepayments of the underlying mortgages reduce future
interest payments of

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which
a portion flows to the interest-only Certificates, thus, reducing their effective yield. The Certificates' fair values are estimated, in part, based on a spread over the applicable
U.S. Treasury rate, and consequently, are inversely affected by increases or decreases in such interest rates. There is no active market in these securities from which to readily determine their
value. The estimated fair values of both classes of Certificates are subject to change based on the estimate of future prepayments and credit losses, as well as fluctuations in interest rates and
market risk. Although we are required to report our REMIC Certificate investments available for sale at fair value, many of the factors considered in estimating their fair value are difficult to
predict and are beyond the control of our management, consequently, changes in the reported fair values may vary widely and may not be indicative of amounts immediately realizable if our company was
forced to liquidate any of the Certificates.

On
January 1, 1999, we adopted SFAS No. 134"Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for
Sale by a Mortgage Banking Enterprise."Upon adoption of SFAS No. 134, we, based on our ability and intent to hold our investments in REMIC Certificates, transferred our
interest-only REMIC Certificates and certificates with an investment rating of "BB" or higher from the trading category to the available-for-sale category and our
certificates with an investment rating of "B" or lower to the held-to-maturity category. The transfer was recorded at fair value on the date of the transfer.

Mortgage Loans Receivable.Mortgage loans receivable are recorded on an amortized costs basis. We maintain a valuation
allowance based upon the expected collectibility of our mortgage loans receivable. Changes in the valuation allowance are included in current period earnings. In accordance with SFAS No. 114 "Accounting by Creditors for
Impairment of a Loan"we evaluate the carrying values of our mortgage loans receivable on an individual basis. Management
periodically evaluates the realizability of future cash flows from the mortgages when events or circumstances, including the non-receipt of principal and interest payments and/or
significant deteriorations of the financial conditions of the borrowers indicate that the carrying amount of the mortgage loan receivable may not be recoverable. An impairment charge is recognized in
current period earnings and is calculated as the difference between the carrying amount of the mortgage loan receivable and the discounted cash flows expected to be received, or if foreclosure is
probable, the fair value of the collateral securing the mortgage.

Mortgage Servicing Rights.We sub-service mortgage loans that are collateral for REMIC Certificates issued in our
securitization transactions for which we receive servicing fees, based on market rates for such services at the time the securitization is completed, equal to a fixed percentage of the outstanding
principal on the collateral loans. A separate asset for servicing rights is not recognized since the servicing fees received only adequately compensate us for the cost of servicing the loans. The fair
value of servicing rights for mortgage loans originated and retained by us are estimated based on the fees received for servicing mortgage loans that serve as collateral for REMIC Certificates. All
costs to originate mortgage loans are allocated to the mortgage loans since the fair value of servicing rights only sufficiently covers the servicing costs.

Revenue Recognition.Interest income on mortgage loans and REMIC Certificates is recognized using the effective interest
method. We follow a policy related to mortgage interest whereby we consider a loan to be non-performing after 60 days of non-payment of amounts due and do not recognize
unpaid mortgage interest income from that loan until the amounts have been received. Base rents under operating leases are accrued as earned over the terms of the leases. Substantially all of our
leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of four methods depending on specific provisions of each lease as follows:
(i) a specified annual increase over the prior year's rent, generally 2%; (ii) an increase based on the change in the Consumer Price Index from year to year; (iii) an increase
derived as a percentage of

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facility
net patient revenues in excess of base revenue amounts or (iv) specific dollar increases over prior years. SEC Staff Bulletin No. 101Revenue Recognition
in Financial Statements(or SAB 101) does not provide for the recognition of such contingent revenue until all possible contingencies have been eliminated. We consider the
operating history of the lessee and the general condition of the industry when evaluating whether all possible contingencies have been eliminated and have historically, and expect in the future, to
not include contingent rents as income until received. We follow a policy related to rental income whereby we consider a lease to be non-performing after 60 days of
non-payment of amounts due and do not recognize unpaid rental income from that lease until the amounts have been received.

Rental
revenues relating to leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis when we believe that all of
the rent related to a particular lease will be collected according to the terms of the lease. In evaluating whether we believe all the rent will be collected we have determined that all of the
following conditions must be met: (i) the property has been operated by the same operator for at least six months (adding a new property to a master lease with an operator that otherwise
qualifies does not disqualify the lease from being straight-lined); (ii) payments for any monetary obligations due under the lease, or any other lease such operator has with us have been
received late no more than (four) times during last eight fiscal quarters; (iii) the operator of the property has not during the last eight fiscal quarters (a) been under the protection
of any Bankruptcy court; (b) admitted in writing its inability to pay it debts generally as they come due; (c) made an assignment for the benefit of creditors; or, (d) been under
the supervision of a trustee, receiver or similar custodian; and (iv) the property operating income has covered the applicable lease payment in each of the prior four fiscal quarters.

We
will discontinue booking rent on a straight-line basis if the lessee becomes delinquent in rent owed under the terms of the lease and has been put on
"non-accrual" status (i.e. we have stopped booking rent on an accrual basis for a particular lease because the collection of rent is uncertain). Once a lease is on
"non-accrual" status, we will evaluate the collectibility of the related straight-line rent asset. If it is determined that the collection problem is temporary, we will resume
booking rent on a straight-line basis once payment is received for past due rents. If it appears that we will not collect future rent under the "non-accrual lease" we will
record an impairment charge related to the straight-line rent asset.

Management
periodically evaluates the realizability of future cash flows from the mortgages underlying our REMIC Certificates. Included in our evaluation, management considers such
factors as actual and/or expected loan prepayments, actual and/or expected credit losses, and other factors that may impact the amount and timing of REMIC Certificate future cash flows. Impairments
are recorded when an adverse change in cash flows is evident and is determined to be other than temporary in nature. Additionally, interest recognition amortization schedules are adjusted periodically
to reflect changes in expected future cash flows from the REMIC Certificates, thus, accordingly adjusting future interest income recognized.

Liquidity and Capital Resources

Financing Activities:

In February 2004 we issued 4.0 million shares of 8.0% Series F Cumulative Preferred Stock (or Series F preferred stock) in a
registered direct placement which generated net cash proceeds of approximately $98.5 million. The cash proceeds plus cash on hand and borrowings under our Unsecured Revolving Line of Credit
were used to redeem all of the outstanding shares of our Series A and Series B preferred stock for $126.3 million which represented the $25.00 liquidation price per share. In
July 2004 we issued an additional 2.6 million shares of Series F preferred stock in a registered direct placement. The additional Series F preferred stock was issued at
$23.05 per share plus accrued

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dividends
and resulted in net proceeds of $60.8 million after expenses and fees. Each share of Series F preferred stock has a liquidation value of $25.00 per share.

During
2004 $2.8 million in principal was received by the non-recourse senior mortgage participation holder and we paid $53.4 million in principal payments on
mortgage loans and capital lease obligations including $50.7 million of mortgage debt repaid prior to maturity. The mortgages repaid were held in a REMIC Pool we originated. In addition we
borrowed $36.5 million and repaid $36.5 million under our Unsecured Revolving Credit.

In
2004 we distributed $22.4 million in common dividends and $16.1 million in preferred dividends.

In
2004, partners in seven of our limited partnerships elected to exchange their interests in the partnerships. In accordance with the partnership agreements, at our option, we issued
208,401 shares of our common stock to two limited partners, paid approximately $0.1 million for the redemption of 7,027 shares owned by another limited partner and paid approximately
$8.4 million to the other limited partners in exchange for their partnership interests. Since the market value of the common stock issued and cash paid was greater than the book value of the
partnership interests received, we recognized a $2.3 million increase in the basis of the properties underlying the limited partnership interests acquired. At December 31, 2004, we only
have one limited partnership remaining. We pay the limited partners in the remaining partnership a preferred return of approximately $0.3 million annually.

In
2004 we received $2.3 million in principal payments on notes receivable from stockholders including $1.7 million in repayments prior to maturity. At December 31,
2004, we only have one note receivable from a stockholder with a principal balance of $0.5 million outstanding. This note matures in December 2006.

During
2004 holders of 1,638,731 shares of our 8.5% Series E Cumulative Convertible Preferred Stock (or Series E preferred stock) notified us of their election to convert
such shares into 3,277,462 shares of our common stock at the Series E preferred stock conversion rate of $12.50 per share. Subsequent to December 31, 2004, holders of 2,246 shares of our
Series E preferred stock notified us of their election to convert such shares into 4,492 shares of our common stock. Subsequent to this most recent conversion, there are 559,073 shares of our
Series E preferred stock outstanding and 21,406,637 shares of our common stock outstanding.

As
of December 31, 2004, we are obligated in 2005 to make approximately $2.3 million in scheduled principal payments on our mortgage loans payable, bonds payable and
capital lease obligations (there are no 2005 maturities) and in 2006 through 2009 the total scheduled principal payments and debt maturities are approximately $11.7 million,
$2.2 million, $16.3 million and $25.6 million, respectively.

Available Shelf Registrations:

During 2004, we filed a Form S-3 "shelf" registration statement which became effective April 5, 2004 and provides us with the capacity
to offer up to $200.0 million in our debt and/or equity securities. We currently have $137.9 million of availability under our effective shelf registration. We may from time to time
raise capital under our currently effective shelf registration or a new shelf registration by issuing, in public or private transactions, our equity and debt securities, but the availability and terms
of such issuance will depend upon then prevailing market and other conditions.

Operating and Investing Activities:

During the year ended December 31, 2004, net cash provided by operating activities was $50.9 million. We originated mortgage loans totaling
$19.4 million, acquired four skilled nursing properties for approximately $6.2 million plus the assumption of a $2.1 million mortgage note payable to a REMIC Pool we originated.
Subsequent to the acquisition we paid off the loan in its entirety.

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Additionally,
we invested approximately $0.6 million in building improvements, furniture, fixtures and equipment leased to operators. We also purchased $4.0 million face value REMIC
Certificates in a pool we originated from a third party for $3.9 million in cash including accrued interest.

We
received during 2004 approximately $7.7 million in principal prepayments on REMIC Certificates and $9.9 million from principal payments on mortgage loans receivable and
paid to the holder of the Senior Mortgage Participation approximately $2.8 million in principal payments as discussed above.

During
2004 we received $12.3 million from ALC as full redemption of the ALC Senior and Junior Notes we held as investments. The notes were redeemed at face value plus accrued and
unpaid interest as of the redemption date and the proceeds were used to reduce amounts outstanding under our Unsecured Revolving Credit.

In
2004 we sold five skilled nursing properties for $6.4 million resulting in a gain on sale of $0.6 million and net proceeds of $4.7 million after a
$1.5 million principal payment on mortgage loans secured by the properties sold.

In
addition to the $1.5 million paydown of mortgage debt related to asset sales, we also repaid 9 loans payable to REMIC Pools originated by us and on another mortgage loan
totaling $50.7 million and made $1.9 million in scheduled principal payments on mortgage loans, notes payable and capital leases.

New Leases:

We acquired four skilled nursing properties in 2004. Two of these properties were added to an existing master lease and we entered into two separate leases for
the remaining two properties. These new leases provide for a total annual revenue of approximately $0.9 million for a combined yield of 11.2%.

In
2005 we entered into two new master leases with EHSI for the 37 properties formerly leased to ALC.

REMIC Revenue and Cash Flow:

Loans within certain REMIC Certificate pools have amortized, are scheduled to mature or have paid off early. As a result, we anticipate REMIC interest income in
2005 will be approximately $1.6 million less than 2004, absent any modifications of the underlying loans. As of December 31, 2004, scheduled maturities on REMIC Certificates we hold are
$0 million, $2.6 million, $9.0 million, $3.1 million, $2.2 million and $25.8 million for the years ending December 31, 2005, 2006, 2007, 2008, 2009 and
thereafter.

Commitments:

As of December 31, 2004, we had committed to provide to Alterra $2.5 million over three years ending December 4, 2006, to invest in leasehold
improvements to properties they lease from us and an additional $2.5 million over the next succeeding three years ending December 4, 2009, to expand properties they lease from us. Both
of these investments would be made at a 10% annual return to us. To date, Alterra has not requested any funds under this agreement.

On
January 31, 2005, Extendicare Inc. and its wholly-owned U.S. subsidiary, EHSI, acquired ALC. On that same day we announced we had entered into a Memorandum of
Understanding with EHSI whereby EHSI and we agreed to enter into two triple net master leases for the 37 assisted living properties previously leased to ALC. A provision of this MOU commits us to fund
up to $5.0 million per year for expansion of the 37 properties under certain conditions. Should we expend such funds,

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EHSI
would increase the monthly minimum rent by an amount equal to (a) 9.5% plus the positive difference, if any, between the average for the last five days prior to funding of the yield on the
U.S. Treasury 10-year note minus 420 basis points (expressed as a percentage), multiplied by (b) the amounts funded.

As
previously disclosed in Note 11 of our Annual Report filed on Form 10-K for the year ended December 31, 2003, on October 2, 2002, we issued
1,500,000 book value units (or BVU), to the lenders under our old Secured Revolving Credit. The BVUs were disclosed as a contingent liability at December 31, 2003 and 2002. The number of BVUs
issued represented 20,000 BVUs for each $1.0 million of outstanding commitment ($75.0 million) as of October 2, 2002. For the BVUs to have value to the lenders our book value per
common share at September 30, 2004, would have to have been in excess of $10.92. At September 30, 2004, our book value per common share was $10.13 and as a result the BVUs expired and we
had no financial obligation and have no contingent liability related to them.

Contractual Obligations:

We monitor our contractual obligations to ensure funds are available to meet obligations when due. The following table represents our long-term
contractual obligations as of December 31, 2004, and excludes the effects of interest (amounts in thousands):

|                                            |  | Total |        | Less than
1 year |   | 1-2
years |  | 3-5
years |        | After 5
years
|------------------------------------------- |  | ----- | ------ | ---------------- | - | --------- |  | --------- | ------ | -------------
|Mortgage loans payable                      |  | $     | 71,286 |                  | $ | 1,525     |  | $         | 12,136 |              
|Bonds payable and capital lease obligations |  |       | 13,967 |                  |   | 774       |  |           | 1,732  |              
|                                            |  |       |        |                  |   |           |  |           |        |              
|                                            |  | $     | 85,253 |                  | $ | 2,299     |  | $         | 13,868 |              
|                                            |  |       |        |                  |   |           |  |           |        |              

Off-Balance Sheet Arrangements:

We had no off-balance sheet arrangements as of December 31, 2004.

Liquidity:

We believe we have sufficient liquidity and financing capability to fund additional investments in 2005, maintain our preferred dividend payments, pay common
dividends at least sufficient to maintain our REIT status and repay borrowings at or prior to their maturity through our generation of funds from operation, borrowings under our Unsecured Credit
Agreement, asset sales, proceeds from mortgage notes receivable, principal payments from REMIC certificates we hold or additional financings. We
believe our liquidity and sources of capital are adequate to satisfy our cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms
acceptable to us in sufficient amounts to meet our liquidity needs.

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk

Readers are cautioned that statements contained in this section "Quantitative and Qualitative Disclosures About Market Risk" are forward looking and should be
read in conjunction with the disclosure under the heading "Risk Factors" set forth above.

We
are exposed to market risks associated with changes in interest rates as they relate to our mortgage loans receivable, investments in REMIC Certificates and debt. Interest rate risk
is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.

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We
do not utilize interest rate swaps, forward or option contracts or foreign currencies or commodities, or other types of derivative financial instruments nor do we engage in
"off-balance sheet" transactions. The purpose of the following disclosure is to provide a framework to understand our sensitivity to hypothetical changes in interest rates as of
December 31, 2004.

Our
future earnings, cash flows and estimated fair values relating to financial instruments are dependent upon prevalent market rates of interest, such as LIBOR or term rates of U.S.
Treasury Notes. Changes in interest rates generally impact the fair value, but not future earnings or cash flows, of mortgage loans receivable, our investment in REMIC Certificates and fixed rate
debt. For variable rate debt, such as our revolving line of credit, changes in interest rates generally do not impact the fair value, but do affect future earnings and cash flows.

At
December 31, 2004, based on the prevailing interest rates for comparable loans and estimates made by management, the fair value of our mortgage loans receivable was
approximately $92.7 million. A 1% increase in such rates would decrease the estimated fair value of our mortgage loans by approximately $3.4 million while a 1% decrease in such rates
would increase their estimated fair value by approximately $3.6 million. A 1% increase or decrease in applicable interest rates would not have a material impact on the fair value of our
investment in REMIC Certificates or fixed rate debt.

We
had no borrowings outstanding under our Unsecured Credit Agreement at December 31, 2004. Thus, an increase or decrease in interest rates would have no impact on annual interest
expense on our Unsecured Credit Agreement.

The
estimated impact of changes in interest rates discussed above are determined by considering the impact of the hypothetical interest rates on our borrowing costs, lending rates and
current U.S. Treasury rates from which our financial instruments may be priced. We do not believe that future market rate risks related to our financial instruments will be material to our financial
position or results of operations. These analyses do not consider the effects of industry specific events, changes in the real estate markets, or other overall economic activities that could increase
or decrease the fair value of our financial instruments. If such events or changes were to occur, we would consider taking actions to mitigate and/or reduce any negative exposure to such changes.
However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

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Item 8.    FINANCIAL STATEMENTS

|                                                                                                                |  | Page
|--------------------------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm                                                         |  | 40  
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                                    |  | 41  
|Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2004, 2003 and 2002 |  | 42  
|Consolidated Statements of Stockholders' Equity for the years ended December 31, 2004, 2003 and 2002            |  | 43  
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002                      |  | 44  
|Notes to Consolidated Financial Statements                                                                      |  | 45  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of LTC Properties, Inc.

We
have audited the accompanying consolidated balance sheets of LTC Properties, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income and
comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed
in the index at Item 15(a). These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of LTC Properties, Inc. at
December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present
fairly in all material respects the information set forth therein.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our reported dated February 23, 2005, expressed an unqualified opinion thereon.



Los
Angeles, California
February 23, 2005

40

---





LTC PROPERTIES, INC.        CONSOLIDATED BALANCE SHEETS        (In thousands, except per share amounts)

|                                                                                                                 |                                                                                                          | December 31,                 |         
|---------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ---------------------------- | --------
|
|ASSETS                                                                                                           |                                                                                                          |                              |         
|Real Estate Investments:                                                                                         |                                                                                                          |                              |         
|                                                                                                                 | Buildings and improvements, net of accumulated depreciation and amortization: 2004$83,369; 2003$70,895 |                              | $       
|                                                                                                                 | Land                                                                                                     |                              |         
|                                                                                                                 | Properties held for sale, net of accumulated depreciation and amortization: 2004$0; 2003$2,481         |                              |         
|                                                                                                                 | Mortgage loans receivable, net of allowance for doubtful accounts: 2004 and 2003$1,280                  |                              |         
|                                                                                                                 | REMIC Certificates                                                                                       |                              |         
|                                                                                                                 |                                                                                                          |                              |         
|                                                                                                                 |                                                                                                          | Real estate investments, net |         
|Other Assets:                                                                                                    |                                                                                                          |                              |         
|                                                                                                                 | Cash and cash equivalents                                                                                |                              |         
|                                                                                                                 | Debt issue costs, net                                                                                    |                              |         
|                                                                                                                 | Interest receivable                                                                                      |                              |         
|                                                                                                                 | Prepaid expenses and other assets                                                                        |                              |         
|                                                                                                                 | Notes receivable                                                                                         |                              |         
|                                                                                                                 | Marketable debt securities                                                                               |                              |         
|                                                                                                                 |                                                                                                          |                              |         
|                                                                                                                 |                                                                                                          | Total assets                 |         
|                                                                                                                 |                                                                                                          |                              |         
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                             |                                                                                                          |                              |         
|Bank borrowings                                                                                                  |                                                                                                          | $                            |        
|Mortgage loans payable                                                                                           |                                                                                                          |                              | 71,286  
|Bonds payable and capital lease obligations                                                                      |                                                                                                          |                              | 13,967  
|Senior mortgage participation payable                                                                            |                                                                                                          |                              | 15,407  
|Accrued interest                                                                                                 |                                                                                                          |                              | 649     
|Accrued expenses and other liabilities                                                                           |                                                                                                          |                              | 3,040   
|Accrued expenses and other liabilities related to properties held for sale                                       |                                                                                                          |                              |        
|Liability for Series A 9.5% Preferred Stock redemption1,226 shares                                              |                                                                                                          |                              |        
|Distributions payable                                                                                            |                                                                                                          |                              | 3,618   
|                                                                                                                 |                                                                                                          |                              |         
|                                                                                                                 | Total liabilities                                                                                        |                              |         
|Minority interests                                                                                               |                                                                                                          |                              | 3,706   
|Stockholders' Equity:                                                                                            |                                                                                                          |                              |         
|Preferred stock $0.01 par value: 15,000 shares authorized; shares issued and outstanding: 20049,201; 20038,026 |                                                                                                          |                              | 218,532 
|Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 200421,374; 200317,807 |                                                                                                          |                              | 214     
|Capital in excess of par value                                                                                   |                                                                                                          |                              | 292,740 
|Cumulative net income                                                                                            |                                                                                                          |                              | 311,336 
|Other                                                                                                            |                                                                                                          |                              | 2,070   
|Cumulative distributions                                                                                         |                                                                                                          |                              | (388,685
|                                                                                                                 |                                                                                                          |                              |         
|                                                                                                                 | Total stockholders' equity                                                                               |                              |         
|                                                                                                                 |                                                                                                          |                              |         
|                                                                                                                 | Total liabilities and stockholders' equity                                                               |                              | $       
|                                                                                                                 |                                                                                                          |                              |         

See
accompanying notes.

41

---



LTC PROPERTIES, INC.        CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME        (In thousands, except per share amounts)

|                                                                                         |                                                          | Years ended December 31, |       
|---------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------ | ------
|
|Revenues:                                                                                |                                                          |                          |       
|                                                                                         | Rental income                                            |                          | $     
|                                                                                         | Interest income from mortgage loans and notes receivable |                          |       
|                                                                                         | Interest income from REMIC Certificates                  |                          |       
|                                                                                         | Interest and other income                                |                          |       
|                                                                                         |                                                          |                          |       
|                                                                                         |                                                          | Total revenues           |       
|                                                                                         |                                                          |                          |       
|Expenses:                                                                                |                                                          |                          |       
|                                                                                         | Interest expense                                         |                          |       
|                                                                                         | Depreciation and amortization                            |                          |       
|                                                                                         | Impairment charge                                        |                          |       
|                                                                                         | Legal expenses                                           |                          |       
|                                                                                         | Operating and other expenses                             |                          |       
|                                                                                         |                                                          |                          |       
|                                                                                         |                                                          | Total expenses           |       
|                                                                                         |                                                          |                          |       
|Income before non-operating income and minority interest                                 |                                                          |                          | 36,471
|                                                                                         | Non-operating income                                     |                          |       
|                                                                                         | Minority interest                                        |                          |       
|                                                                                         |                                                          |                          |       
|Income from continuing operations                                                        |                                                          |                          | 35,575
|Discontinued operations:                                                                 |                                                          |                          |       
|                                                                                         | Income (loss) from discontinued operations               |                          |       
|                                                                                         | Gain on sale of assets, net                              |                          |       
|                                                                                         |                                                          |                          |       
|Net income from discontinued operations                                                  |                                                          |                          | 813   
|                                                                                         |                                                          |                          |       
|Net income                                                                               |                                                          |                          | 36,388
|                                                                                         | Preferred stock redemption charge                        |                          |       
|                                                                                         | Preferred stock dividends                                |                          |       
|                                                                                         |                                                          |                          |       
|Net income available to common stockholders                                              |                                                          | $                        | 15,003
|                                                                                         |                                                          |                          |       
|Net Income per Common Share from Continuing Operations Net of Preferred Stock Dividends: |                                                          |                          |       
|                                                                                         | Basic                                                    |                          | $     
|                                                                                         |                                                          |                          |       
|                                                                                         | Diluted                                                  |                          | $     
|                                                                                         |                                                          |                          |       
|Net Income Per Common Share from Discontinued Operations:                                |                                                          |                          |       
|                                                                                         | Basic                                                    |                          | $     
|                                                                                         |                                                          |                          |       
|                                                                                         | Diluted                                                  |                          | $     
|                                                                                         |                                                          |                          |       
|Net Income Per Common Share Available to Common Stockholders:                            |                                                          |                          |       
|                                                                                         | Basic                                                    |                          | $     
|                                                                                         |                                                          |                          |       
|                                                                                         | Diluted                                                  |                          | $     
|                                                                                         |                                                          |                          |       
|Basic weighted average shares outstanding                                                |                                                          |                          | 19,432
|                                                                                         |                                                          |                          |       
|Comprehensive Income:                                                                    |                                                          |                          |       
|                                                                                         | Net income                                               |                          | $     
|                                                                                         | Unrealized gain (loss) on available-for-sale securities  |                          |       
|                                                                                         | Reclassification adjustment                              |                          |       
|                                                                                         |                                                          |                          |       
|Comprehensive income                                                                     |                                                          | $                        | 37,040
|                                                                                         |                                                          |                          |       

See accompanying notes.

42

---





LTC PROPERTIES, INC.      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY      (In thousands, except per share amounts)

|                                                   |  | Shares |   |        |   |   |         |   |   |     |   |   |         |   |  
|-------------------------------------------------- |  | ------ | - | ------ | - | - | ------- | - | - | --- | - | - | ------- | - | -
|
|BalanceDecember 31, 2001                          |  | 7,062  |   | 18,393 |   | $ | 165,183 |   | $ | 185 |   | $ | 254,930 |   | $
|Interest added to stockholder note balance         |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Payments on stockholder notes                      |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Reclassification adjustment                        |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Unrealized loss on available-for-sale securities   |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Repurchase of stock                                |  |       |   | (338   | ) |   |        |   |   | (4  | ) |   | (2,329  | ) |  
|Net income                                         |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Preferred stock dividends                          |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Vested restricted stock                            |  |       |   |       |   |   |        |   |   |    |   |   | 286     |   |  
|Reclassification of unvested restricted stock      |  |       |   |       |   |   |        |   |   |    |   |   | 163     |   |  
|Common stock cash distributions ($0.40 per share)  |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  
|BalanceDecember 31, 2002                          |  | 7,062  |   | 18,055 |   |   | 165,183 |   |   | 181 |   |   | 253,050 |   |  
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  
|Interest added to stockholder note balance         |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Payments on stockholder notes                      |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Stock option exercises                             |  |       |   | 246    |   |   |        |   |   | 2   |   |   | 1,325   |   |  
|Reclassification adjustment                        |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Unrealized loss on available-for-sale securities   |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Repurchase of stock                                |  | (10    | ) | (483   | ) |   | (250    | ) |   | (5  | ) |   | (3,188  | ) |  
|9.5% Series A Preferred Stock redemption           |  | (1,226 | ) |       |   |   | (30,642 | ) |   |    |   |   | 1,241   |   |  
|8.5% Series E Preferred Stock offering             |  | 2,200  |   |       |   |   | 55,000  |   |   |    |   |   | (2,562  | ) |  
|Net income                                         |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Preferred stock dividends                          |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Accelerated vesting of stock options               |  |       |   |       |   |   |        |   |   |    |   |   | 23      |   |  
|Vested restricted stock                            |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Canceled restricted stock                          |  |       |   | (11    | ) |   |        |   |   |    |   |   | (31     | ) |  
|Other                                              |  |       |   |       |   |   | (128    | ) |   |    |   |   | 197     |   |  
|Common stock cash distributions ($0.65 per share)  |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  
|BalanceDecember 31, 2003                          |  | 8,026  |   | 17,807 |   |   | 189,163 |   |   | 178 |   |   | 250,055 |   |  
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  
|Payments on stockholder notes                      |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Stock option exercises                             |  |       |   | 99     |   |   |        |   |   | 1   |   |   | 546     |   |  
|Reclassification adjustment                        |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Unrealized gain on available-for-sale securities   |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Conversion of 8.5% Series E Preferred Stock        |  | (1,639 | ) | 3,278  |   |   | (40,968 | ) |   | 33  |   |   | 40,935  |   |  
|Conversion of minority interests                   |  |       |   | 208    |   |   |        |   |   | 2   |   |   | 3,192   |   |  
|Issue restricted stock                             |  |       |   | 12     |   |   |        |   |   |    |   |   | 202     |   |  
|Issue stock options                                |  |       |   |       |   |   |        |   |   |    |   |   | 77      |   |  
|9.5% Series A Preferred Stock redemption           |  | (1,838 | ) |       |   |   | (45,963 | ) |   |    |   |   | 1,861   |   |  
|8.0% Series B Preferred Stock redemption           |  | (1,988 | ) |       |   |   | (49,700 | ) |   |    |   |   | 2,168   |   |  
|Net income                                         |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Vested stock options                               |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Vested restricted stock                            |  |       |   |       |   |   |        |   |   |    |   |   | 399     |   |  
|Canceled restricted stock                          |  |       |   | (30    | ) |   |        |   |   |    |   |   |        |   |  
|8.0% Series F Preferred Stock offering             |  | 6,640  |   |       |   |   | 166,000 |   |   |    |   |   | (6,695  | ) |  
|Preferred stock dividends                          |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|Common stock cash distributions ($1.125 per share) |  |       |   |       |   |   |        |   |   |    |   |   |        |   |  
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  
|BalanceDecember 31, 2004                          |  | 9,201  |   | 21,374 |   | $ | 218,532 |   | $ | 214 |   | $ | 292,740 |   | $
|                                                   |  |        |   |        |   |   |         |   |   |     |   |   |         |   |  

See accompanying notes.

43

---



LTC PROPERTIES, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)

|                                                                                  |                                                                        | Year ended December 31,                                               |         
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | --------------------------------------------------------------------- | --------
|
|OPERATING ACTIVITIES:                                                             |                                                                        |                                                                       |         
|Net income                                                                        |                                                                        | $                                                                     | 36,388  
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                        |                                                                       |         
|                                                                                  | Depreciation and amortization                                          |                                                                       |         
|                                                                                  | Gain on sale of real estate and other investments, net                 |                                                                       |         
|                                                                                  | Write-off of debt issue costs related to early retirement of bank debt |                                                                       |         
|                                                                                  | Gain on redemption of investment in marketable debt securities, net    |                                                                       |         
|                                                                                  | Non-cash impairment charge                                             |                                                                       |         
|                                                                                  | Straight-line rental income                                            |                                                                       |         
|                                                                                  | Other non-cash charges, net                                            |                                                                       |         
|Decrease (increase) in interest receivable                                        |                                                                        |                                                                       | 603     
|Decrease (increase) in prepaid, other assets and allowance                        |                                                                        |                                                                       | 145     
|(Decrease) increase in accrued interest                                           |                                                                        |                                                                       | (303    
|(Decrease) in accrued expenses and other liabilities                              |                                                                        |                                                                       | (447    
|                                                                                  |                                                                        |                                                                       |         
|                                                                                  |                                                                        | Net cash provided by operating activities                             |         
|INVESTING ACTIVITIES:                                                             |                                                                        |                                                                       |         
|Investment in real estate mortgages                                               |                                                                        |                                                                       | (19,389 
|Investment in REMIC certificates                                                  |                                                                        |                                                                       | (3,898  
|Acquisition of real estate properties and capital improvements, net               |                                                                        |                                                                       | (6,768  
|Proceeds from sale of real estate investments, net                                |                                                                        |                                                                       | 4,733   
|Principal payments on mortgage loans receivable and REMIC Certificates            |                                                                        |                                                                       | 17,563  
|Investment in debt securities                                                     |                                                                        |                                                                       |        
|Proceeds from redemption of investment in debt securities                         |                                                                        |                                                                       | 12,281  
|Other                                                                             |                                                                        |                                                                       | (1,781  
|                                                                                  |                                                                        |                                                                       |         
|                                                                                  |                                                                        | Net cash provided by investing activities                             |         
|FINANCING ACTIVITIES:                                                             |                                                                        |                                                                       |         
|Debt issue costs                                                                  |                                                                        |                                                                       | (368    
|Distributions paid                                                                |                                                                        |                                                                       | (38,498 
|Proceeds from preferred stock offering                                            |                                                                        |                                                                       | 159,305 
|Repayment of stockholder loans                                                    |                                                                        |                                                                       | 2,285   
|Bank borrowings                                                                   |                                                                        |                                                                       | 36,500  
|Repayment of bank borrowings                                                      |                                                                        |                                                                       | (36,500 
|Proceeds from issuance of senior mortgage participation                           |                                                                        |                                                                       |        
|Repayment of senior mortgage participation                                        |                                                                        |                                                                       | (2,843  
|Preferred Stock redemption                                                        |                                                                        |                                                                       | (126,305
|Principal payments on mortgage loans, notes payable and capital leases            |                                                                        |                                                                       | (53,359 
|Redemption of convertible subordinated debentures                                 |                                                                        |                                                                       |        
|Repurchase of common and preferred stock                                          |                                                                        |                                                                       |        
|Conversion of minority interests                                                  |                                                                        |                                                                       | (8,496  
|Other                                                                             |                                                                        |                                                                       | 997     
|                                                                                  |                                                                        |                                                                       |         
|                                                                                  |                                                                        | Net cash used in financing activities                                 |         
|                                                                                  |                                                                        |                                                                       |         
|(Decrease) increase in cash and cash equivalents                                  |                                                                        |                                                                       | (13,604 
|Cash and cash equivalents, beginning of year                                      |                                                                        |                                                                       | 17,919  
|                                                                                  |                                                                        |                                                                       |         
|Cash and cash equivalents, end of year                                            |                                                                        | $                                                                     | 4,315   
|                                                                                  |                                                                        |                                                                       |         
|Supplemental disclosure of cash flow information:                                 |                                                                        |                                                                       |         
|                                                                                  |                                                                        | Interest paid                                                         |         
|Non-cash investing and financing transactions:                                    |                                                                        |                                                                       |         
|                                                                                  |                                                                        | See Note 4: Supplemental Cash Flow Informationfor further discussion. |         

See accompanying notes.

44

---





LTC PROPERTIES, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company

LTC Properties, Inc. (LTC), a Maryland corporation, commenced operations on August 25, 1992. LTC is a real estate investment trust (or REIT) that
invests primarily in long-term care properties through mortgage loans, property lease transactions and other investments.

2. Summary of Significant Accounting Policies

Basis of Presentation.The accompanying consolidated financial statements include the accounts of LTC, our wholly-owned
subsidiaries and our controlled partnerships. All intercompany investments, accounts and transactions have been eliminated. Control over those partnerships is based on the provisions of the
partnership agreements that provide us with a controlling financial interest in the partnerships. Under the terms of the partnership agreements, we are responsible for the management of the
partnerships' assets, business and affairs. Our rights and duties in management of the partnerships include making all operating decisions, setting the capital budgets, executing all contracts, making
all employment decisions, and the purchase and disposition of assets, among others. The general partner is responsible for the ongoing, major, and central operations of the partnership and makes all
management decisions. In addition, the general partner assumes the risk for all operating losses, capital losses, and is entitled to substantially all capital gains (appreciation).

The
limited partners have virtually no rights and are precluded from taking part in the operation, management or control of the partnership. The limited partners are also precluded from
transferring their partnership interests without the expressed permission of the general partner. However we can
transfer our interest without consultation or permission of the limited partners. SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" requires certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as
liabilities. Any non-controlling minority interest that may be redeemed with equity of any entity (including equity of an entity other than the subsidiary) does not meet the definition of
a mandatorily redeemable financial instrument and thus does not fall under SFAS No. 150 guidelines. Since the partnership agreements with our limited partners (minority interests) specify that
the limited partners' exchange rights may be settled in our common stock or cash at our option SFAS No. 150 does not have an impact on the financial statement presentation or accounting for our
minority interests. However, SFAS No. 150 did require that the Series A Preferred Stock we called for redemption on December 31, 2003 be classified as a liability.

In
January 2003, the Financial Accounting Standards Board (or FASB) issued Interpretation No. 46 "Consolidation of Variable Interest
Entities" (or FIN 46) to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets,
liabilities and activities of another entity. Accounting guidance prior to FIN 46 required that we include another entity in our consolidated financial statements only if we controlled the
entity through voting interests. FIN 46 changes that guidance by requiring that we consolidate a "variable interest entity" if we are subject to a majority of the risk of loss from the
"variable interest entity's" activities, or are entitled to receive a majority of the entity's residual returns, or both. FIN 46 also requires disclosure about "variable interest entities" that
we are not required to consolidate but in which we have a significant variable interest. In December 2003, FIN 46 was revised and the effective date of applying FIN 46 to certain
variable interests was deferred. The revised FIN 46 requires us to apply the provision of FIN 46 immediately to any special purpose entities and to any "variable interest entities"
created after January 31, 2003. Application of the provisions were required for all other "variable interest entities" in financial statements for periods ending after March 15, 2004. We
have evaluated

45

---



the
requirements of FIN 46 and we believe that as of December 31, 2004, we do not have investments in any entities that meet the definition of a "variable interest entity."

Certain
reclassifications have been made to the prior period financial statements to conform to the current year presentation as required by Statement of Financial Accounting Standards
(or SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets."

Use of Estimates.Preparation of the consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.

Cash Equivalents.Cash equivalents consist of highly liquid investments with a maturity of three months or less when
purchased and are stated at cost which approximates market.

Land, Buildings and Improvements.Land, buildings and improvements are recorded at cost. Depreciation is computed principally
by the straight-line method for financial reporting purposes and includes depreciation associated with properties we lease that qualify as capital leases under SFAS No. 13
"Accounting for Leases." Estimated useful lives for financial reporting purposes range from 3 years on computers to 7 years for equipment and 35 to 40 years for buildings.

Impairments.Impairment losses are recorded when events or changes in circumstances indicate the asset is impaired and the
estimated undiscounted cash flows to be generated by the asset are less than its carrying amount. Management assesses the impairment of properties individually and impairment losses are calculated as
the excess of the carrying amount over the fair value of assets to be held and used, and carrying amount over the fair value less cost to sell in instances where management has determined that we will
dispose of the property, per SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" for years prior to 2002 and per SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" beginning January 1, 2002. In determining fair value, we use current appraisals or other third party opinions of value and other estimates of fair value such as
estimated discounted future cash flows.

To
the extent there are defaults or unrecoverable losses on the underlying mortgages of the REMIC Certificates resulting in reduced cash flows, the subordinated certificates held by us
would, in general, bear the first risk of loss. In accordance with EITF 99-20, management evaluates the realizability of expected future cash flows periodically. Management includes in its
evaluation such factors as actual and/or expected loan prepayments, actual and/or expected credit losses, and other factors that may impact the amount and timing of REMIC Certificates' future cash
flows. An impairment is recorded in current period earnings when management believes that it is probable that a portion of the underlying mortgage collateral would not be realized by the REMIC Trust.

EITF 03-1
"The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" became effective for fiscal years ending after June 15, 2004. EITF 03-1 gives guidance to be used to determine when an investment is
considered impaired, whether that impairment is other-than-temporary and the measurement of an impairment loss. The guidance also includes accounting considerations subsequent
to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Comparative information for periods prior to initial application is not required. We have adopted the disclosure guidance for our year ended
December 31, 2004 as required. In September 2004, the FASB issued FASB Staff Position (or FSP), EITF 03-1-1 Effective

46

---



Date
of Paragraphs 10-20 of EITF 03-1 which delayed the effective date for paragraphs 10-20 of EITF 03-1.
Paragraphs 10-20 provide guidance for assessing impairment losses on debt and equity investments. The delay does not suspend the requirement to recognize
other-than-temporary impairments as required by existing literature. In addition, the FASB staff issued a proposed FSP EITF 03-1-a,
Implementation Guidance for the Application of Paragraph 16 of EITF 03-1,The Meaning of Other Than-Temporary Impairment and Its
Application to Certain Investments. The proposed FSP would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or
sector spreads and analyzed for other-than-temporary impairment under EITF 03-1. The delay of the effective date for paragraphs 10-20 of
EITF 03-1 will be superseded with the final issuance of EITF 03-1-a. We will evaluate the effect, if any, of the
EITF 03-1-a when final guidance is released.

Fair Value of Financial Instruments.SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments" requires the disclosure of fair value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market
prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instrument. SFAS No. 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements.
Accordingly, the aggregate fair market value amounts presented in the notes to these financial statements do not represent our underlying value in financial instruments.

The
carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. The fair value of investments in marketable
debt securities in 2002 is based upon quotes from a broker who trades in those securities and in 2003 it is based on face value due to the issuer's announcement of early redemption. We had no
investments in marketable debt securities at December 31, 2004. The fair values of mortgage loans receivable, REMIC Certificates and long-term debt obligations are based upon the
estimates of management and on rates currently prevailing for comparable loans, and instruments of comparable maturities.

The
carrying value and fair value of our financial instruments as of December 31, 2004 and 2003 were as follows
(in thousands):

At December 31, 2004

At December 31, 2003Carrying
Value

Fair
Value

Carrying
Value

Fair
ValueMortgage loans receivable

$
90,878

$
92,702

$
71,465

$
74,511Available-for-sale REMIC Certificates


8,153


8,153


9,778


9,778Held-to-maturity REMIC Certificates


35,900


26,562


51,884


38,395Marketable debt securities








12,281


12,281Mortgage loans payable


71,286


71,286


120,819


120,819Bonds payable and capital lease obligations


13,967


13,967


14,686


14,686Senior mortgage participation payable


15,407


16,388


18,250


19,133


For
discussion of our investments in mortgage loans receivable and REMIC Certificates seeNote 6. Real Estate Investments. For
discussion of our investment in marketable debt securities seeNote 9. Marketable Debt Securities. For discussion of our mortgage loans payable,
bonds payable and capital lease obligations and senior mortgage participation payable, seeNote 10. Debt Obligations.

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Securitization Transactions.LTC is a REIT and, as such, makes investments with the intent to hold them for
long-term purposes. However, mortgage loans may be transferred to a REMIC, a qualifying special-purpose entity, when a securitization provides us with the best available form of capital to
fund additional long-term investments. When contemplating a securitization, consideration is given to our current and expected future interest rate posture and liquidity and leverage
position, as well as overall economic and financial market trends.

A
securitization is completed in a two-step process. First, a wholly owned special-purpose bankruptcy remote corporation (or REMIC Corp.) is formed and selected mortgage
loans are sold to the REMIC Corp. without recourse. Second, the REMIC Corp. transfers the loans to a trust (or REMIC Trust) in exchange for commercial mortgage pass-through certificates
(or REMIC Certificates) which represent beneficial ownership interests in the REMIC Trust assets (the underlying mortgage loans). Under this structure, the REMIC Trust is a qualifying special purpose
entity from which the mortgages are isolated from us and the REMIC Corp. Holders of REMIC Certificates issued by the REMIC Trust have the right free of any conditional constraints to pledge or
exchange those interests, and neither we or the REMIC Corp. maintain effective control over the transferred assets (the mortgages). The REMIC Trust is administered by a third-party trustee solely for
the benefit of the REMIC Certificate holders.

Under
the securitization structure described above, we accounted for the transfer of the mortgages as a sale with any gain or loss recorded in earnings. The gain or loss is equal to the
excess or deficiency of the cash proceeds and fair market value of any subordinated certificates received when compared with the carrying value of the mortgages sold, net of any transaction costs
incurred and any gains or losses associated with an underlying hedge. Subordinated certificates received by us are recorded at their fair value at the date of the transaction. We have no controlling
interest in the REMIC since the majority of the beneficial ownership interests (in the form of REMIC Certificates) are sold to third-party investors. Consequently, the financial statements of the
REMIC Trust are not consolidated with those of our company for financial reporting purposes. The securitization transactions and the related transaction structures used therein were completed during
or prior to 1998 and prior to the
implementation of SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 140 modified some of the requirements that
previously existed under prior accounting principles that provided for the transfer of mortgages in securitization transactions to be accounted for as sales.

REMIC
Certificates retained by us as consideration for the mortgages sold are accounted for at fair value. In determining fair value on the date of sale, management considers various
factors including, pricing of the certificates sold relative to the certificates retained as evaluated by the underwriters, discount rates and applicable spreads at the time of issuance for similar
securities (or adjustments thereto if no comparable securities are available), assumptions regarding prepayments including the weighted-average life of prepayable assets, if any, and estimates
relating to potential realized credit losses.

The
REMIC Certificates issued by the REMIC Trust include various levels of senior, subordinated, interest-only and residual classes. The subordinated REMIC Certificates
generally provide a level of credit enhancement to the senior REMIC Certificates. The senior REMIC Certificates (which historically have represented 66% of the total REMIC Certificates) were then sold
to outside third-party investors through a private placement under Rule 144A of the Securities Act of 1933, as amended. The subordinated REMIC Certificates along with the cash proceeds from the
sale of the senior REMIC Certificates were retained by the REMIC Corp. as consideration for the initial transfer

48

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of
the mortgage loans to the REMIC Trust. Neither we, nor the REMIC Corp. is obligated to purchase any of the REMIC Trust assets or assume any liabilities.

Description of the REMIC Certificates.REMIC Certificates represent beneficial ownership interests in the REMIC Trust and can
be grouped into three categories; senior, subordinated and subordinated interest-only (or interest-only). The REMIC Certificates sold to third-party investors are the senior
certificates and those retained by us are the subordinated certificates. The senior and the subordinated certificates have stated principal balances and stated interest rates (or
pass-through rates). The interest-only REMIC Certificates have no stated principal but are entitled to interest distributions. Interest distributions on the
interest-only REMIC Certificates are typically based on the spread between the monthly interest received by the REMIC Trust on the underlying mortgage collateral and the monthly
pass-through interest paid by the REMIC Trust on the outstanding pass-through rate REMIC Certificates. Interest and principal distributions are made in order of REMIC
Certificate seniority. As such, to the extent there are defaults or unrecoverable losses on the underlying mortgages resulting in reduced cash flows, the subordinated certificates held by us would in
general bear the first risk of loss. Management evaluates the realizability of expected future cash flows periodically. An impairment is recorded in current period earnings when management believes
that it is probable that a portion of the underlying mortgage collateral would not be realized by the REMIC Trust.

On
January 1, 1999, we adopted SFAS No. 134 "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for
Sale by a Mortgage Banking Enterprise." Upon adoption of SFAS No. 134, based on our ability and intent to hold our investments in REMIC Certificates, we transferred our
interest-only REMIC Certificates and certificates with an investment rating of "BB" or higher from the trading category to the available-for-sale category and our
certificates with an investment rating of "B" or lower to the held-to-maturity category. The transfer was recorded at fair value on the date of the transfer.

The
interest-only REMIC Certificates' fair values are estimated, in part, based on a spread over the applicable U.S. Treasury Rate, and consequently, are inversely affected
by increases or decreases in such interest rates. There is no active market in these securities from which to readily determine their value. The estimated fair values of both classes of certificates
are subject to change based on the estimate of the current interest rate environment, estimated spreads over the U.S. Treasury Rate at which the retained certificates might trade, expectations
regarding credit losses, if any, expected weighted-average life of the underlying collateral and discount rates commensurate with the risks involved.

Because
of the nature of the underlying mortgage collateral of our REMIC Certificate investments, many market and/or industry specific factors may affect the treasury rate spreads or
discount rates used in estimating the fair value of the REMIC Certificates. Such factors may include, but are not limited to uncertainty surrounding proposed or pending changes in federal and/or state
reimbursement programs for long-term care which may be subject to among other things, budgetary constraints, perceptions surrounding the future supply of long-term care beds,
changes in regulations surrounding the operation of long-term care facilities and the associated costs therewith, and operating factors including, but not limited to, labor costs,
insurance costs and other costs. Additionally, the general interest rate environment and the availability and demand of higher yielding investments also are factors that impact the spreads and/or
yields used in estimating the fair value of the REMIC Certificates. Investor sentiment towards any one or more of these factors can impact where our REMIC Certificate investments would be priced by a
potential investor at any given point in time. Because there are a limited number of securities similar to the REMIC Certificates held by us, which

49

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trade
infrequently, if at all, we balance our fair value estimates with valuations of more traditional types of asset-backed securities that have similar rating characteristics with REMIC Certificates
held by us. Differences between the carrying amounts of our REMIC Certificate investments and the estimated fair value of those certificates, are due in large part to current market sentiments towards
the long-term care industry and various factors cited above. Changes in market sentiments are difficult to predict, at best, thus, management endeavors to utilize its understanding of the
underlying collateral and the expected cash flows therefrom, to determine whether changes in values are other than market related.

Mortgage Loans Receivable.Mortgage loans receivable we originate are recorded on an amortized cost basis. Mortgage loans we
acquire are recorded at fair value at the time of purchase net of any related premium or discount which is amortized as a yield adjustment to interest income over the life of the loan. We maintain a
valuation allowance based upon the expected collectibility of the mortgage loans receivable. Changes in the valuation allowance are included in current period earnings. In accordance with SFAS
No. 114 "Accounting by Creditors for Impairment of a Loan" we evaluate the carrying values of mortgage loans receivable on an individual basis.
Management periodically evaluates the realizability of future cash flows from the mortgages when events or circumstances, including the non-receipt of principal and interest payments
and/or significant deterioration of the financial condition of the borrower indicate that the carrying amount of the mortgage loan receivable may not be recoverable. An impairment charge is recognized
in current period earnings and is calculated as the difference between the carrying amount of the mortgage loan receivable and the discounted cash flows expected to be received, or if foreclosure is
probable, the fair value of the collateral securing the mortgage.

Mortgage Servicing Rights.We subservice mortgage loans that are collateral for REMIC Certificates issued in our
securitization transactions for which we receive servicing fees, based on market rates for such services at the time the securitization is completed, equal to a fixed percentage of the outstanding
principal on the collateral loans. A separate asset for servicing rights is not recognized since the servicing fees received only adequately compensates us for the cost of servicing the loans. The
fair value of servicing rights for mortgage loans originated and retained by us are estimated based on the fees received for servicing mortgage loans that serve as collateral for REMIC Certificates.
All costs to originate mortgage loans are allocated to the mortgage loans since the fair value of servicing rights only sufficiently covers the servicing costs.

Investments.Available-for-sale securities are stated at fair value, with the unrealized gains and
losses, reported in other comprehensive income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale
securities are included in net income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as
available-for-sale are included in interest and other income.

Revenue Recognition.Interest income on mortgage loans and REMIC Certificates is recognized using the effective interest
method. We follow a policy related to mortgage interest whereby we consider a loan to be non-performing after 60 days of non-payment of amounts due and do not recognize
unpaid mortgage interest income from that loan until the past due amounts have been received. Base rents under operating leases are accrued as earned over the terms of the leases. Substantially all of
our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of four methods depending on specific provisions of each lease as
follows: (i) a specified annual increase over the prior year's rent, generally 2%; (ii) an increase based on the change in the Consumer Price Index from year to year; (iii) an
increase derived as a

50

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percentage
of facility net patient revenues in excess of base revenue amounts or (iv) specific dollar increases over prior years. SEC Staff Bulletin No. 101 Revenue Recognition in Financial Statements(or SAB 101) does not provide for the recognition of such contingent revenue until all possible
contingencies have been eliminated. We consider the operating history of the lessee and the general condition of the industry when evaluating whether all possible contingencies have been eliminated
and have historically, and expect in the future, to not include contingent rents as income until received. We follow a policy related to rental income whereby we consider a lease to be
non-performing after 60 days of non-payment of past due amounts and do not recognize unpaid rental income from that lease until the amounts have been received.

Rental
revenues relating to leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis when we believe that all of
the rent related to a particular lease will be collected according to the terms of the lease. In evaluating whether we believe all the rent will be collected we have determined that all of the
following conditions must be met: (i) the property has been operated by the same operator for at least six months (adding a new property to a master lease with an operator that otherwise
qualifies does not disqualify the lease from being straight-lined); (ii) payments for any monetary obligations due under the lease, or any other lease such operator has with us have been
received late no more than four times during last eight fiscal quarters; (iii) the operator of the property has not during the last eight fiscal quarters (a) been under the protection of
any Bankruptcy court; (b) admitted in writing its inability to pay it debts generally as they come due; (c) made an assignment for the benefit of creditors; or, (d) been under the
supervision of a trustee, receiver or similar custodian; and (iv) the property operating income has covered the applicable lease payment in each of the prior four fiscal quarters.

We
will discontinue booking rent on a straight-line basis if the lessee becomes delinquent in rent owed under the terms of the lease and has been put on
"non-accrual" status (i.e. we have stopped booking rent on an accrual basis for a particular lease because the collection of rent is uncertain). Once a lease is on
"non-accrual" status, we will evaluate the collectibility of the related straight-line rent asset. If it is determined that the collection problem is temporary, we will resume
booking rent on a straight-line basis once payment is received for past due rents. If it appears that we will not collect future rent under the "non-accrual lease" we will
record an impairment charge related to the straight-line rent asset.

Management
periodically evaluates the realizability of future cash flows from the mortgages underlying our REMIC Certificates. Included in our evaluation, management considers such
factors as actual and/or expected loan prepayments, actual and/or expected credit losses, and other factors that may impact the amount and timing of Certificate future cash flows. Impairments are
recorded when an adverse change in cash flows is evident and is determined to be other than temporary in nature. Additionally, interest recognition amortization schedules are adjusted periodically to
reflect changes in expected future cash flows from the REMIC certificates, thus, accordingly adjusting future interest income recognized.

Net
loan fee income and commitment fee income are amortized over the life of the related loan.

Federal Income Taxes.LTC qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and as such, no provision
for Federal income taxes has been made. A REIT may deduct distributions to its stockholders in computing taxable income. A REIT is required to distribute at least 90% of its taxable income. If a REIT
distributes 100% of its taxable income and complies with other Internal Revenue Code requirements, it will generally not be subject to Federal income taxation.

51

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For Federal tax purposes, depreciation is generally calculated using the straight-line method over a period of 27.5 years. Earnings and
profits, which determine the taxability of distributions to stockholders, differs from net income for financial statement purposes principally due to the treatment of certain interest income, other
expense items, impairment charges, and the depreciable lives and basis of assets. At December 31, 2004, the book basis of LTC's net assets exceeded the tax basis by approximately $19,180,000,
primarily due to additional depreciation taken for tax purposes.

Concentrations of Credit Risks.Financial instruments which potentially subject us to concentrations of credit risk consist
primarily of cash and cash equivalents, REMIC Certificates, mortgage loans receivable and operating leases on owned properties. Our financial instruments, principally REMIC Certificates, mortgage
loans receivable and operating leases, are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or
changes in market prices which may make the instrument less valuable. We obtain various collateral and other protective rights, and continually monitor these rights, in order to reduce such
possibilities of loss. In addition, we provide reserves for potential losses based upon management's periodic review of our portfolio.

Our
REMIC Certificates are subordinate in rank and right of payment to the certificates sold to third-party investors and as such, in most cases, would bear the first risk of loss in the
event of an impairment to any of the underlying mortgages. The returns on the REMIC Certificates are subject to uncertainties and contingencies including, without limitation, the level of prepayment,
prevailing interest rates and the timing and magnitude of credit losses on the mortgages underlying the securities that are a result of the general condition of the real estate market or
long-term care industry. These uncertainties and contingencies are difficult to predict and are subject to future events that may alter management's estimations and assumptions therefore,
no assurance can be given that current yields will not vary significantly in future periods. In general, the mortgage loans underlying the REMIC Certificates generally prohibit prepayment unless the
property is sold to an unaffiliated third party (with respect to the borrower).

Certain
of the REMIC Certificates retained by us have designated certificate principal balances and a stated certificate interest "pass-through" rate. These REMIC
Certificates are subject to credit risk to the extent that there are estimated or realized credit losses on the underlying mortgages, and as such their effective yield would be negatively impacted by
such losses. We also retain the interest-only REMIC Certificates. In addition to the risk from credit losses, the interest-only REMIC Certificates are also subject to
prepayment risk, in that
prepayments of the underlying mortgages reduce future interest payments of which a portion flows to the interest-only REMIC Certificates, thus, reducing their effective yield.

Discontinued Operations.In August 2001, the Financial Accounting Standards Board (or FASB) issued SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets," which was required to be adopted in fiscal years beginning after
December 15, 2001. SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," and provides a single accounting model for long-lived assets to be disposed of. Subsequent to January 1, 2002, and in accordance
with SFAS No. 144, properties held-for-sale on the balance sheet includes only those properties available for immediate sale in their present condition and for which
management believes that it is probable that a sale of the property will be completed within one year. Properties held-for-sale are carried at the lower of cost or fair value
less estimated selling costs. No depreciation expense is recognized on properties held-for-sale once they have been classified as such. In accordance with the implementation
provisions of SFAS No. 144, the operating results of

52

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real
estate assets designated as held-for-sale subsequent to January 1, 2002 are included in discontinued operations in the consolidated statement of operations. In
addition, all gains and losses from real estate sold are also included in discontinued operations. As prescribed by SFAS No. 144, gains and losses on prior years related to assets included on
discontinued operations in 2004 have been reclassified to discontinued operations for comparative purposes. SeeNote 6. Real Estate Investments,
for a detail of the components of the net loss from discontinued operations.

Net Income Per Share.Basic earnings per share is calculated using the weighted-average shares of common stock outstanding
during the period excluding common stock equivalents. Diluted earnings per share includes the effect of all dilutive common stock equivalents.

Stock-Based Compensation.On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment, which is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123(R) supersedes APB Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25), and amends SFAS No. 95 "Statement of Cash
Flows". Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS
No. 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt SFAS
No. 123(R) on July 1, 2005 as required.

SFAS
No. 123(R) permits public companies to adopt its requirements using one of two methods:



We
plan to adopt SFAS No. 123(R) using the modified-prospective method. We adopted the fair-value-based method of accounting for share-based payments effective
January 1, 2003 using the prospective method described in SFAS No. 148 "Accounting for Stock-Based CompensationTransition and
Disclosure" and therefore have recognized compensation expense related to all employee stock-based awards granted, modified or settled after January 1, 2003.

Currently,
we use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. This model requires management to make certain estimates including stock
volatility, discount rate and the termination discount factor. If management incorrectly estimates these variables, the results of operations could be affected. We expect to continue to use this
acceptable option valuation model upon the required adoption of SFAS No. 123(R) on July 1, 2005. Because No. 123(R) must be applied not only to new awards but to previously
granted awards that are not fully vested on the effective date, and because we adopted SFAS No. 123 using the prospective transition method (which applied only to awards granted, modified or
settled after the adoption date), compensation cost for some previously granted awards that were not recognized under SFAS No. 123 will be recognized under SFAS No. 123(R). However, had
we adopted SFAS No. 123(R) in prior periods, the impact of

53

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that
standard would have approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net income and earnings per share inNote 11.
Stockholders' Equityto our consolidated financial statements. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to
be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. Because we qualify as a REIT under the Internal Revenue Code of 1986, as amended, we
are not subject to Federal income taxation. Therefore, this new reporting requirement will not have an impact on our statement of cash flows.

Prior
to January 1, 2003, we accounted for stock option grants in accordance with APB 25 and related Interpretations. Historically, we granted stock options for a fixed
number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. Under APB 25, because the
exercise price of our employee stock options equaled the market price of the underlying stock on the date of grant, no compensation expense was recognized.

Segment Disclosures.SFAS No. 131 "Disclosures About Segments of an Enterprise and Related
Information" establishes standards for the manner in which public business enterprises report information about operating segments. Management believes that substantially all
of our operations comprise one operating segment.

3. Major Operators

We have three operators, based on properties subject to lease agreements and secured by mortgage loans that represent between 10% and 20% of our total assets.
Only one of these operators was subject to public filings as of December 31, 2004. The following table summarizes that operator's assets, stockholders' equity, interim revenue and net income
from continuing operations as of or for the nine months ended September 30, 2004 per the operator's public filings:

Assisted Living Concepts, Inc.(unaudited, in thousands)Current assets

$
17,210Non-current assets


186,704Current liabilities


28,819Non-current liabilities


137,345Redeemable preferred stock


Gross revenue


131,164Operating expenses


116,204Income from continuing operations


6,885Net income


6,885Cash provided by operations


13,687Cash used in investing activities


(3,619
)Cash used in financing activities


(9,121
)


At
December 31, 2004, Assisted Living Concepts, Inc. (or ALC) leased 37 assisted living properties with a total of 1,427 units owned by us representing approximately 12.8%,
or $70,310,000, our total assets at December 31, 2004 and 19.5% of rental income received in 2004. In October 2001, ALC filed for reorganization under Chapter 11 of the federal
bankruptcy laws. The filing was pre-negotiated with sufficient debt holders to allow ALC to reorganize its debt and equity and emerge from bankruptcy as of 12:01 a.m. on
January 1, 2002. Under the provisions of ALC's plan of reorganization, we would have been entitled to receive, due to our ownership of pre-bankruptcy convertible subordinated
debentures

54

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and
a lease rejection claim, $7,986,000 of ALC's new Senior Secured Notes (or Senior Notes) bearing interest at 10% per annum, payable semi-annually in arrears, $3,026,000 new Junior
Secured Notes (or Junior Notes) bearing interest payable in additional new Junior Notes for three years at 8% and thereafter payable in cash at 12% per annum, payable semi-annually in
arrears and 1,238,076 shares of ALC common stock. Provisions of the Revenue Code governing REITs prohibit REITs from owning debt and/or equity securities representing more than 10% of the value or
voting power of any one issuer. Without qualifying as safe harbor debt, the Senior Notes and the Junior Notes would have been included in the calculation of 10% of the value of ALC. In order to
qualify as safe harbor debt and retain our REIT status we were able to hold only the debt. For REIT income test purposes, provisions would also disqualify income from any entity in which a REIT owns
10% or more of the total combined voting power of all classes of stock or 10% or more of the total value of shares of all classes of a corporate tenant. And as a result, we could not be owners of the
ALC common stock. In December 2001, we entered into an Assignment and Assumption Agreement with Healthcare Holdings, Inc. (or HHI), a wholly owned subsidiary of CLC, allowing HHI to
purchase the right to receive the common stock of ALC. SeeNote 8. Notes ReceivableandNote 9. Marketable Debt
Securitiesfor further discussions. At the request of LTC's Board of Directors, our Chairman, CEO and President, Mr. Andre C. Dimitriadis, was a Board member of
ALC from January 1, 2002 until September 10, 2004, at which time he resigned as a Board member of ALC.

On
January 31, 2005, Extendicare Inc. and its wholly-owned U.S. subsidiary, Extendicare Health Services, Inc. (or EHSI), acquired ALC. On that same day we announced
we had entered into a Memorandum of Understanding with EHSI whereby EHSI and we agreed to enter into two triple net master leases for the 37 assisted living properties previously leased to ALC. A
provision of this MOU commits us to fund up to $5,000,000 per year for expansion of the 37 properties under certain conditions.

Should
we expend such funds, EHSI would increase the monthly minimum rent by an amount equal to (a) 9.5% plus the positive difference, if any, between the average for the last
five days prior to funding of the yield on the U.S. Treasury 10-year note minus 420 basis points (expressed as a percentage), multiplied by (b) the amounts funded.

Alterra
leases 35 assisted living properties with a total of 1,416 units owned by us representing approximately 12.6%, or $69,200,000, of our total assets at December 31, 2004 and
20.0% of rental revenue received in 2004. Alterra announced on January 22, 2003, that it had filed a voluntary petition with the U.S. Bankruptcy Court for the District of Delaware to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. Alterra's Plan of Reorganization was approved in November 2003 and Alterra emerged from bankruptcy in December 2003 as a
non-publicly traded company. All of our leases with Alterra were assumed, without change, by the reorganized Alterra. Alterra is no longer a publicly traded company.

Sunwest
Management, Inc. (or Sunwest) operates eight assisted living properties with a total of 958 units that we own or on which we hold mortgages secured by first trust deeds.
This represents approximately 10.3%, or $56,394,000 of our total assets at December 31, 2004 and 13.5% of rental revenue received in 2004. Sunwest is not a publicly traded company.

At
December 31, 2004, ALC was a publicly traded company, and as such is subject to the filing requirements of the Securities and Exchange Commission. Subsequent to EHSI's
acquisition of ALC, ALC became a non-public wholly-owned subsidiary of EHSI. Our financial position and ability to make distributions may be adversely affected by further financial
difficulties experienced by any of our lessees and borrowers, including additional bankruptcies, inability to emerge from bankruptcy, insolvency or

55

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general
downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us or our borrowers when it expires.

4. Supplemental Cash Flow Information

|                                                                                                                            |  | For the year ended December 31,
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|
|
|Non-cash investing and financing transactions:                                                                              |  |                                
|Assumption of mortgage loans payable related to acquisitions of real estate properties                                      |  | $                              
|Conversion of REMIC certificates into mortgage loans                                                                        |  |                                
|Conversion of mortgage loans and secured notes into owned properties                                                        |  |                                
|Conversion of secured notes into mortgage loans                                                                             |  |                                
|Conversion of minority interests into common stock                                                                          |  |                                
|Increase in short term notes receivable related to the disposition of real estate properties                                |  |                                
|Preferred stock redemption charge relating to the original issuance costs of Series A and Series B preferred stock redeemed |  |                                

5. Impairment Charge

We periodically perform a comprehensive evaluation of our real estate investment portfolio. During 2002, we adopted SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" and therefore calculate the impairment losses as the excess of the
carrying value over the fair value of assets to be held and used, and the carrying value over the fair value less cost to sell in instances where management has determined that we will dispose of the
property. Prior to 2002, we calculated impairment losses using the same methodology as per SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." In the past the long-term care industry experienced significant adverse changes, which have resulted in
operating losses by certain of our lessees and borrowers and in some instances the filing by certain lessees and borrowers for bankruptcy protection. As a result we have identified certain investments
in skilled nursing properties that we determined had been impaired. These assets were determined to be impaired primarily because the estimated undiscounted future cash flows to be received from these
investments are less than the carrying values of the investments. We adopted the disclosure guidance required by EITF 03-01 "The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments" for the year ended December 31, 2004. See Note 6. Real Estate Investmentsfor discussion of
the fair value methodology used in valuing our investment in REMIC Certificates and related
disclosures required by EITF 03-1.

During
2004, we recorded an impairment charge of $274,000 reclassifying a portion of the fair market value adjustment on available-for-sale
interest-only REMIC Certificates from comprehensive income to realized loss to reflect the estimated impact on future cash flows for loan prepayments related to certain subordinated REMIC
Certificates we hold.

During
2003, we recorded an impairment charge of $1,260,000. Of this charge, $31,000 was to fully reserve a mortgage loan on one skilled nursing property that was closed in 2002 and not
reopened or sold. Additionally, we recorded a $1,303,000 impairment related to certain interest-only REMIC Certificates net of a $74,000 adjustment of an impairment loss, recognized in the
fourth quarter of

56

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2002,
related to our investment in REMIC Certificates. This $1,303,000 impairment charge had been previously recognized in comprehensive income as a fair market value adjustment on
available-for-sale REMIC Certificates as described inNote 6. Real Estate Investments. As more fully described in Note 2. Summary of Significant Accounting
Policies, to the extent there are defaults, unrecoverable losses or prepayments of principal on the
underlying mortgages resulting in reduced cash flows, the subordinated REMIC Certificates we hold would bear the first risk of loss. During management's periodic evaluation of the realizability of
expected future cash flows from the mortgages underlying our investment in REMIC certificates, there were indications that certain expected future cash flows would not be realized by the REMIC Trust.
Accordingly, we recorded a net $1,229,000 impairment charge during 2003, to reflect the estimated impact on future cash flows from loan prepayments occurring during, or expected to occur subsequent
to, the first quarter of 2003 related to certain subordinated REMIC Certificates we held.

During
2002, we recorded an impairment charge of approximately $7,807,000 ($710,000 of which was included in net loss from discontinued operations). The impairment charge included the
write-down of $1,000,000 for one owned skilled nursing property as a result of our agreeing to a rent reduction and $710,000 for one assisted living property that was subsequently sold at
less than net book value, a $1,600,000 write-down of two mortgages on two skilled nursing properties and a $4,497,000 valuation adjustment of the subordinated REMIC Certificates held by
us. Of the $1,600,000 write-down, $600,000 was for a skilled nursing property that had closed and defaulted on the loan and $1,000,000 was for a loan on a skilled nursing property whose
operator was reporting losses from operations and requesting temporary loan payment modifications. Relative to the $4,497,000 charge and as more fully described in Note 2. Summary of Significant Accounting
Policiesto the extent there are defaults, unrecoverable losses or prepayments of principal on the
underlying mortgages resulting in reduced cash flows, the subordinated REMIC Certificates held by us would bear the first risk of loss. As a result, during 2002 we recorded this $4,497,000 charge of
which, $1,215,000 was for loans paying off prior to maturity and reducing the value of our interest-only REMIC Certificates, $500,000 was for one skilled nursing property that closed,
$1,282,000 was for a loan on one skilled nursing property that we, as loan servicing agent for the REMIC Trust, agreed could pay the loan off at a $1,000,000 reduction in principal and $1,500,000 was
for one skilled nursing property whose operator advised us that the operator was considering either closing the property or attempting to convert the building to an alternative use. During
management's periodic evaluation of the realizability of expected future cash flows from the mortgages underlying our REMIC Certificates, there were indications that a portion of the underlying
mortgage collateral would not be realized by the REMIC Trust. Accordingly, we recorded an impairment charge in current period earnings.

We
believe we have recorded valuation adjustments on all assets for which there are other than temporary impairments. However, the long-term care industry has experienced
significant adverse changes which have resulted in operating losses by certain of our lessees and borrowers and in some instances the filing by certain lessees and borrowers for bankruptcy protection.
Thus, we cannot predict what, if any, impairment charge may be needed in the future.

6. Real Estate Investments

Mortgage Loans.During the year ended December 31, 2004, we received principal repayments totaling $8,111,000 on five
mortgage loans, and scheduled principal payments of $1,732,000. We funded $17,084,000 into six mortgage loans on three skilled nursing properties in Florida, two assisted living properties in Texas
and two assisted living properties in South Carolina. We refinanced two notes receivable totaling $3,751,000 into one mortgage loan secured by one school in Minnesota. We

57

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converted
two mortgage loans on two skilled nursing properties in Colorado with a total of 230 beds and one skilled nursing property in Arizona with 194 beds into owned properties through
deed-in-lieu foreclosure transaction plus $79,000. Also, we acquired three loans on skilled nursing properties from a REMIC pool we originated. We paid $5,706,000, which
represents the outstanding loan balances and accrued interest.

Subsequent
to December 31, 2004, we originated one mortgage loan to Center Healthcare, Inc. in the amount of $500,000 secured by two skilled nursing properties located in
Texas with a total of 124 beds and by the assets owned by HHI. Subsequently, this note was paid in full. For further discussion seeNote 8. Notes
Receivable. Also, we paid $2,254,000 for the acquisition of one mortgage loan secured by a first mortgage on a skilled nursing property from a REMIC pool we originated.

At
December 31, 2004, we had 44 mortgage loans secured by first mortgages on 37 skilled nursing properties with a total of 4,439 beds, twelve assisted living residences with 808
units and one school located in 21 states. At December 31, 2004, the mortgage loans had interest rates ranging from 6.0% to 12.6% and maturities ranging from 2005 to 2019. In addition, the
loans contain certain guarantees, provide for certain facility fees and generally have 25-year amortization schedules. The majority of the mortgage loans provide for annual increases in
the interest rate based upon a specified increase of 10 to 25 basis points. At December 31, 2004 and 2003, the estimated fair value, based on the net present value of the future cash flows
discounted at 10.5%, of the mortgage loans was approximately $92,702,000 and $74,511,000, respectively, with a carrying value of $90,878,000 and $71,465,000, respectively. Scheduled principal payments
on mortgage loans are $7,026,000; $9,969,000; $12,352,000; $13,687,000; $19,300,000 and $29,824,000 in 2005, 2006, 2007, 2008, 2009 and thereafter.

Owned Properties and Lease Commitments.At December 31, 2004, we owned properties in 23 states consisting of 55
skilled nursing properties with a total of 6,567 beds, 88 assisted living properties with 4,175 units and one school. During 2004 we sold five skilled nursing properties, two of which were closed,
resulting in a $608,000 gain. We received $4,733,000 in net proceeds after paying off mortgage debt of $1,486,000 that was secured by two of the properties sold.

During
2004 we acquired four skilled nursing properties for $6,195,000 plus the assumption of a $2,098,000 mortgage note payable to a REMIC Pool we originated. Subsequent to the
acquisition we paid off the loan in its entirety. Additionally two mortgage loans secured by two skilled nursing properties with 424 total beds and a combined balance of $5,802,000 plus $79,000 cash
were converted to owned properties.

Subsequent
to December 31, 2004, we purchased a 114 bed skilled nursing property in Texas for a total of $2,624,000 in cash.

Owned
properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 30 years. Many of the leases contain renewal options.
The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year and
are generally computed in one of four ways depending on specific provisions of each lease: (i) a specified percentage increase over the prior year, generally 2%; (ii) the higher of
(i) or a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts or (iv) specific dollar increases. Each
lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations
of the facilities. Contingent rent income for the years ended December 31, 2004, 2003 and 2002 was not significant in relation to contractual base rent income. Included in land, building and

58

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improvements
on the balance sheet is $5,022,000 (net of $1,695,000 of accumulated depreciation) associated with leases which we have capitalized in accordance with SFAS No. 13 "Accounting for
Leases."

Depreciation
expense on buildings and improvements, including properties owned under capital leases and properties classified as discontinued operations as required by SFAS
No. 144, was $12,586,000, $12,783,000 and $14,197,000 for the years ended December 31, 2004, 2003 and 2002.

Future
minimum base rents receivable under the remaining non-cancelable terms of operating leases are: $48,817,000; $49,874,000; $50,442,000; $48,553,000; $43,968,000 and
$497,989,000 for the years ending December 31, 2005, 2006, 2007, 2008, 2009 and thereafter.

In
August 2001, the Financial Accounting Standards Board (or FASB) issued SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets," which was required to be adopted in fiscal years beginning after December 15, 2001. SFAS No. 144 on asset impairment supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and
provides a single accounting model for long-lived assets to be disposed of. Subsequent to January 1, 2002, and in accordance with SFAS No. 144, properties
held-for-sale on the balance sheet includes only those properties available for immediate sale in their present condition and for which management believes that it is probable
that a sale of the property will be completed within one year. Properties held-for-sale are carried at the lower of cost or fair value less estimated selling costs. No
depreciation expense is recognized on properties held-for-sale once they have been classified as such. In accordance with the implementation provisions of SFAS No. 144,
the operating results of real estate assets designated as held-for-sale subsequent to January 1, 2002, are included in discontinued operations in the consolidated
statement of operations. In addition, all gains and losses from real estate sold are also included in discontinued operations. As required by SFAS No. 144, gains and losses on prior years
related to assets included on discontinued operations in 2004 have been reclassified to discontinued operations for comparative purposes.

Set
forth in the table below are the components of the net loss from discontinued operations (in thousands):

For the year ended December 31,2004

2003

2002Rental income

$
320

$
1,006

$
2,128Interest and other income





149


226Total revenues


320


1,155


2,354Interest expense





349


1,027Depreciation and amortization


111


684


883Impairment charge








710Legal expenses





10


(37
)Operating and other expenses


4


1


575Total expenses


115


1,044


3,158Income (loss) from discontinued operations

$
205

$
111

$
(804
)


REMIC Certificates.During 2004, the 1994-1 REMIC Pool was fully retired. In exchange for our remaining interest
in the 1994-1 REMIC Certificates we received four mortgage loans with an

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estimated
fair value of $11,819,000 and an unamortized principal balance of $11,320,000. Accordingly, we recorded a $499,000 premium on these loans which will be amortized as a yield adjustment over
the remaining life of the loans. Subsequent to the retirement of the 1994-1 REMIC Pool, two of the loans we received in exchange for our remaining interest in the REMIC Certificates
matured and we received the combined outstanding principal balance of $4,144,000 in cash. Also, we acquired REMIC Certificates in a pool we originated with a face value of $4,000,000 from a third
party for $3,873,000 in cash, including accrued interest. The outstanding principal balance and the weighted-average pass through rate for the senior certificates (held by third parties) and the
carrying value of the subordinated certificates (held by us) as of December 31, 2004 and 2003 were as follows(dollar amounts in thousands):

2004

2003Senior Certificates

Subordinated
Certificates

Senior Certificates

Subordinated
CertificatesPrincipal

Rate

Carrying Value

Principal

Rate

Carrying Value1994-1 Pool(1)

$




$


$
3,184

10.0
%
$
19,0291996-1 Pool


3,587

9.2
%

13,120


67,895

7.6
%

9,5601998-1 Pool


38,656

6.9
%

30,933


79,358

6.5
%

33,073$
44,053






$
61,662


---

At
December 31, 2004 and 2003, the aggregate effective yield of the subordinated certificates, based on expected future cash flows with no unscheduled prepayments, was 13.9% and
15.4%, respectively. Income on the subordinated certificates was as follows for the years ended December 31, 2004, 2003 and 2002 (dollar amounts in
thousands):

2004

2003

20021993-1 Pool

$


$
22

$
7361994-1 Pool


967


2,085


2,5101996-1 Pool


1,598


1,991


2,6141998-1 Pool


4,777


5,866


7,110$
7,342

$
9,964

$
12,970


As
sub-servicer for all of the above REMIC pools, we are responsible for performing substantially all of the servicing duties relating to the mortgage loans underlying the
REMIC Certificates and act as the special servicer to restructure any mortgage loans that default.

The
REMIC Certificates retained by us, represent the non-investment grade certificates issued in the securizations. Furthermore, because of the highly specialized nature of
the underlying collateral (long-term care properties), there is an extremely limited market for these securities. Because REMIC Certificates of this nature trade infrequently, if at all,
market comparability to the certificates we retain is very limited.

We
use certain assumptions and estimates in determining the fair value allocated to the retained interest at the time of initial sale and each subsequent measurement date in accordance
with SFAS No. 140. These assumptions and estimates include projections concerning the expected level and timing of future cash flows, current interest rate environment, estimated spreads over
the U.S. Treasury Rate

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at
which the retained certificates might trade, expectations regarding credit losses, if any, expected weighted-average life of the underlying collateral and discount rates commensurate with the risks
involved. These assumptions are reviewed periodically by management. If these assumptions change, the related asset and income would be affected. Key economic assumptions used in measuring the
retained interests at December 31, 2004, were as follows: a U.S. Treasury Rate of 3.9%, market spread on "B" rated certificates of 871 basis points over the applicable U.S. Treasury Rate, a
weighted average discount rate on unrated and interest-only certificates of 24.8%, weighted-average life of 189 months and no expected annual credit losses. At December 31,
2004, key economic assumptions and the sensitivity of the current fair value of cash flows on the REMIC Certificates retained by us to immediate 10% and 20% adverse changes in those assumptions are as
follows: (dollar amounts in thousands):

Retained
Interests in REMIC Securitizations:

Estimated
Fair Value

Carrying
AmountAvailable-for-sale REMIC Certificates

$
8,153

$
8,153Held-to-maturity REMIC Certificates


26,562


35,900Totals

$
34,715

$
44,053


Key
Assumption Sensitivity Analysis:

10% Adverse
Change Decline
in Fair Value

20% Adverse
Change Decline
in Fair ValueAverage Spread and Discount Rate AssumptionAverage Spread on "B" rated certificates871 basis points

$
221

$
439Average discount rate on Unrated and I/O Certificates24.8%


1,517


2,850Total

$
1,738

$
3,289U.S. Treasury Rate Assumption (3.9%)

$
90

$
179Weighted-Average Life Assumption (189 Months)

$
934

$
1,687Expected Credit Loss Assumption (No Expected Losses)

$
3,471

$
6,943


As
of December 31, 2004 and 2003, available-for-sale certificates were recorded at their fair value of approximately $8,153,000 and $9,778,000,
respectively. Unrealized holding losses on available-for-sale certificates of $190,000, $427,000 and $1,435,000 were included in comprehensive income for the years ended
December 31, 2004, 2003 and 2002, respectively.

As
more fully described inNote 2. Summary of Significant Accounting Policies, to the extent there are defaults, unrecoverable
losses or prepayments of principal on the underlying mortgages resulting in reduced cash flow, the subordinated REMIC Certificates held by us would bear the first risk of loss. During management's
periodic evaluation of the realizability of expected future cash flows from the mortgages underlying our REMIC Certificates there were indications that a portion of the underlying mortgage collateral
would not be realized by the REMIC Trust. Accordingly, we recorded a $274,000 and $1,229,000 impairment charge during 2004 and 2003 respectively, to reflect the estimated impact on

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future
cash flows from loan prepayments occurring during, or expected to occur related to certain subordinated REMIC Certificates we held. SeeNote 5. Impairment
Chargefor a discussion of the impairment indicators.

The
following table shows the gross unrealized losses and fair value of our investments in REMIC Certificates with unrealized losses that are not deemed to be
other-than-temporarily impaired, aggregated by investment category and length of time that the individual certificates have been in a continuous unrealized loss position at
December 31, 2004 (dollar amounts in thousands):

|                   |  | Less than
12 months |   | 12 months
or Greater |   | Total
|------------------ |  | ------------------- | - | -------------------- | - | -----
|
|Available-for-sale |  | $                   |  |                      | $ |     
|Held-to-maturity   |  |                     |  |                      |   |     
|                   |  |                     |   |                      |   |      
|                   |  | $                   |  |                      | $ |     
|                   |  |                     |   |                      |   |      

The
unrealized losses on our investment in REMIC Certificates were primarily caused by changes in market conditions based on discount rates applied to expected cash flow stream,
quarterly. We purchased these investments at a discount relative to their face amount, and the contractual cash flows of these investments is expected to be realized at an amount equal to or above the
amortized cost of our investments. Because the decline in market value is attributable to changes in interest rates and not credit quality and because we have the ability and intent to hold these
investments until a recovery of fair value, which may be at maturity, we do not consider these investments to be other-than-temporarily impaired at December 31, 2004.

7. Asset Securitizations

LTC is a REIT and, as such, makes investments with the intent to hold them for long-term purposes. However, mortgage loans may be transferred to a
REMIC (securitization) when a securitization provides us with the best available form of capital to fund additional long-term investments. When contemplating a securitization,
consideration is given to our current and expected future interest rate posture and liquidity and leverage position, as well as overall economic and financial market trends. As of December 31,
2004 we had completed four securitization transactions, the last being in 1998. We may again employ this type of financing in the future should we determine the financing environment is appropriate
for this type of transaction.

From
our past securitizations, we receive annual sub-servicing fees, which range from 1.0 to 2.0 basis points of the outstanding mortgage loan balances in each of the REMIC
pools. Additionally, through the REMIC Certificates retained by us from past securitizations, we receive cash flows and the rights to future cash flows resulting from cash received on the underlying
mortgage loans in the REMIC pools. All of the investors in the REMIC Certificates and the REMIC Trusts themselves have no recourse to our assets for failure by any obligor to the REMIC Trust assets
(the mortgages) to
pay when due, or comply with any provisions of the mortgage contracts. The REMIC Certificates are classified separately on the balance sheet and interest income earned shown separately on the income
statement. Sub-servicing fees and related fees associated with the REMIC Certificates are included in other income.

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Certain cash flows received from and paid to REMIC Trusts are as follows: (dollar amounts in thousands):

Year Ended2004

2003Cash flow received on retained REMIC Certificates

$
13,303

$
12,515Servicing and related fees received

$
109

$
186Servicing advances made

$
544

$
690Repayments of servicing advances

$
480

$
782


At
December 31, 2004 scheduled distributions of principal on REMIC Certificates retained by us are: $0, $2,616,000, $8,975,000, $3,100,000, $2,232,000 and $25,755,000 for the
years ending December 31, 2005, 2006, 2007, 2008, 2009 and thereafter. These amounts are based upon the scheduled remaining amortization periods of the underlying mortgages, which may be
subject to change. Currently in our portfolio we have no mortgage loans held for securitization. Quantitative information relating to subserviced mortgage loans including delinquencies and net credit
losses is as follows:(dollar amounts in thousands)

|                                                                  |  | Year Ended |        
|----------------------------------------------------------------- |  | ---------- | -------
|
|Average balance of loans in REMIC pools                           |  | $          | 150,291
|Year-end balance of loans in REMIC pools                          |  | $          | 87,351 
|Net credit losses                                                 |  | $          | 274    
|Net credit losses to average REMIC pool loans                     |  |            | 0.2    
|Delinquencies (greater than 30 days) to year-end REMIC pool loans |  |            | 1.4    

8.    Notes Receivable

During 2004 we refinanced two notes with a combined principal balance of $3,308,000 into one mortgage loan receivable in the amount of $6,850,000 secured by two
skilled nursing properties and one assisted living property. Additionally, we refinanced one note with a principal balance of $3,751,000 into a mortgage loan secured by a school.

At
December 31, 2003, we held a Promissory Note (or Note) issued by Healthcare Holdings, Inc. (or HHI), a wholly owned subsidiary of Centers for Long Term Care, Inc.
(or CLC). The face value of the Note was $9,150,000. The Note was a full recourse obligation of HHI and was secured by all of the
assets owned by HHI, including 1,452,794 shares of ALC common stock. At December 31, 2003, our book value of the Note was $5,245,000 which represented the fair market value of the collateral on
December 31, 2001 plus a $2,150,000 increase in the Note in 2003. In 2003 the Note was on non-accrual and therefore we did not recognize interest income on this note. In 2004 we
recognized $196,000 of interest income that we received from HHI in 2004 related to 2003. Additionally, in the third quarter of 2004 we recognized $177,000 of interest income for the period
July 1 through September 30, 2004. On October 1, 2004 the Note was consolidated with another note as described below.

Additionally,
at December 31, 2003, we held a Secured Term Note (or Secured Note) issued by CLC, a wholly owned subsidiary of Center Healthcare, Inc., a private company
that purchased CLC according to an Agreement and Plan of Merger dated October 6, 2003 as discussed inNote 8of our

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Annual
Report filed on Form 10-K for the year ended December 31, 2003. The face value of the Secured Note was $8,867,000 at December 31, 2003 which represented the
balance due on a previous secured line of credit including unpaid interest and rents due and unpaid through April 30, 2003. Our book value of the note was $4,046,000 at December 31,
2003. The Secured Note was secured by the ALC stock held by HHI. During 2003 and through June 30, 2004, we accrued and reserved interest income on this note. During the third quarter of 2004,
we recognized $191,000 of interest income for the period July 1 through September 30, 2004 which was added to the principal balance of the note.

On
October 1, 2004, we consolidated the Note with HHI and the Secured Note with CLC into one Amended, Restated and Consolidated Promissory Note (or Consolidated Note). At
December 31, 2004, the Consolidated Note had a principal balance of $21,269,000 and a book value of $10,709,000. The Consolidated Note was to mature on October 1, 2007, had an interest
rate of 8.0% per year compounded monthly, accruing to the balance of the note and was secured by all 1,452,794 shares of ALC common stock owned by HHI. Cash payments of principal and interest were due
upon maturity. However, any proceeds from the sale of the collateral would result in a prepayment of the Consolidated Note. During 2004 we advanced $807,000 under the Consolidated Note and added
$419,000 in compound interest to the principal balance.

Subsequent
to December 31, 2004, we advanced an additional $168,000 under the Consolidated Note and added $191,000 in compound interest to the principal balance. During 2005 we
also loaned CHC $500,000 which is secured by the assets owned by HHI.

On
January 31, 2005, EHSI announced that it had acquired ALC for $18.50 per share in cash. Accordingly, in February 2005 we received $22,309,000 in cash from CHC and HHI as
payment in full for the Consolidated Note and the $500,000 note, including accrued and unpaid interest through the payoff date. As a result of the payoff, we will recognize in the first quarter of
2005, $3,667,000 in rental income related to past due rents that were not accrued, $2,335,000 of interest income related to past due interest that was not accrued, and a $477,000 reimbursement for
certain expenses paid on behalf of
CLC in prior years, and a gain of approximately $5,000,000 ($3,610,000 of which was classified as comprehensive income in the equity section of the balance sheet at December 31, 2004). We will
also recognize approximately $2,000,000 of expenses associated with the realization of the value of the Consolidated Note.

9.    Marketable Debt Securities

At December 31, 2003, we owned $8,186,000 face value of ALC Senior Notes with a face rate of 10%, payable semi-annually in arrears and maturing
on January 1, 2009. At December 31, 2003, we also owned $4,095,000 face value of ALC Junior Notes with a face rate of 8% payable in additional new Junior Notes through 2004 and
thereafter payable in cash, payable semi-annually in arrears and maturing on January 1, 2012. On December 31, 2003, ALC announced the mandatory redemption of all of the
outstanding Senior and Junior Notes and deposited with the trustee of the notes an amount sufficient to pay the redemption amount and all interest due. In the fourth quarter of 2003, we recognized
non-operating income of $1,970,000 related to the reversal of the discount recorded on the Senior and Junior Notes redeemed, and in January 2004 received cash in the amount of
$12,281,000 representing the face value of these securities plus $93,000 in cash representing accrued and unpaid interest.

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10.    Debt Obligations

Bank Borrowings.In 2003, we entered into a new three year Unsecured Credit Agreement with three banks. The Unsecured Credit
Agreement provides for a revolving line of credit for up to $45,000,000 and for the inclusion of additional banks and an expansion of the line under certain circumstances. On October 11, 2004,
we amended the Unsecured Credit Agreement to increase total commitments under the Agreement from $45,000,000 to $65,000,000 with the inclusion of an additional lender. There are no scheduled
maturities other than the three year term.

The
pricing of the Unsecured Credit agreement varies between LIBOR plus 2.75% and LIBOR plus 3.25% depending on our leverage ratio. We had no outstanding balances under this agreement as
of December 31, 2004, however, had we borrowed our interest rate would have been LIBOR plus 2.75%. At December 31, 2003, we had no outstanding balances under the Unsecured Credit
Agreement, however, had we borrowed, our interest rate would have been LIBOR plus 3.00%.

In
January 2004 we borrowed $21,000,000 under the Unsecured Credit Agreement and used $4,500,000 to pay early, mortgage debt that was due in January 2005 and used
$16,500,000 to fund the partial redemption of our Series A Preferred Stock. In February 2004 we repaid the $21,000,000 from proceeds from the redemption of ALC Senior and Junior Notes
and from some of the proceeds from the issuance of our Series F Preferred Stock. SeeNote 9. Marketable Debt Securitiesand Note 11. Stockholders
Equity.

Subsequent
to December 31, 2004, we borrowed $2,000,000 under the Unsecured Credit Agreement and used the funds to purchase one skilled nursing property with 114 beds located in
Texas. All borrowings were repaid subsequent to the acquisition. SeeNote 6. Real Estate Investments.

Under
financial covenants contained in the Unsecured Credit Agreement which are measured quarterly we are required to maintain, among other things, (i) a ratio, of total
indebtedness to total asset value, not greater than .5 to 1.0, (ii) a ratio not greater than .35 to 1.0 of secured debt to total asset value (iii) a ratio not less than 2.5 to 1.0 of
EBITDA to interest expense, and (iv) a ratio of not less than 1.45 to 1.0 for quarters ending through June 30, 2004, and then not less than 1.50 to 1.0 of EBITDA to fixed charges. We
were in compliance with all covenants when we first drew under this agreement in 2004 and currently have no amounts outstanding under the Unsecured Credit Agreement.

We
had a Secured Revolving Credit that was scheduled to expire on October 2, 2004. We cancelled this credit on December 30, 2003. On October 2, 2002, we issued
1,500,000 book value units (or BVU), to the lenders under this Secured Revolving Credit. The BVUs have been disclosed as a contingent liability at December 31, 2003 and 2002. The number of BVUs
issued represented 20,000 BVUs for each $1,000,000 of outstanding commitment ($75,000,000) as October 2, 2002. For the BVUs to have had value to the lenders our book value per common share at
September 30, 2004, would have to have been in excess of $10.92. At September 30, 2004 our book value per common share was $10.13 and as a result, the BVUs have expired and we have no
financial obligation and have no contingent liability related to them.

65

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Mortgage Loans Payable.Maturity dates, weighted average interest rates and amounts due at maturity on our mortgage loans
payable were (dollar amounts in thousands):

Maturity

December 31, 2004

Rate

December 31, 2003

Rate2005

$




$
13,412

10.41
%2006


10,065

6.42
%

47,673

8.63
%2007









2008


15,593

7.27
%

15,938

7.27
%2009


26,232

8.68
%

26,634

8.68
%Thereafter


19,396

8.37
%

19,657

8.37
%$
71,286



$
123,314


As
of December 31, 2004 and 2003, the aggregate carrying value of real estate properties securing our mortgage loans payable was $103,647,000 and $171,429,000, respectively.

During
2004, we paid off mortgage loans payable to a REMIC Pool we originated in the amount of $44,820,000 and $5,300,000 on another mortgage loan.

Bonds Payable and Capital Leases.At December 31, 2004 and 2003, we had outstanding principal of $6,300,000 and
$6,640,000, respectively on multifamily tax-exempt revenue bonds that are secured by five assisted living properties in Washington. These bonds bear interest at a variable rate that is
reset weekly and matures during 2015. For the year ended December 31, 2004, the weighted average interest rate, including letter of credit fees, on the outstanding bonds was 4.4%. Additionally,
at December 31, 2004 and 2003, we had outstanding principal of $3,896,000 and $3,961,000, respectively on a multi-unit housing tax-exempt revenue bond that bears
interest at 8.75% and matures in 2025 and is secured by one assisted living property in Oregon.

At
December 31, 2004 and 2003, we had outstanding principal of $3,771,000 and $4,085,000, respectively, under capital lease obligations. The capital leases are secured by four
assisted living residences, have a weighted average interest rate of 7.6% and mature at various dates through 2013.

As
of December 31, 2004 and 2003, the aggregate gross investment in real estate properties securing our bonds payable and capital leases was $26,078,000 and $26,078,000,
respectively.

Senior Mortgage Participation Payable.In 2002, we completed a loan participation transaction whereby we issued a $30,000,000
Senior Participation interest in 22 of our first mortgage loans that had a total unpaid principal balance of $58,627,000 in the Participation Loan Pool. The Participation Loan Pool had a weighted
average interest rate of 11.6% and a weighted average scheduled term to maturity of 77 months. The Senior Participation is secured by the entire Participation Loan Pool. We received net
proceeds from the issuance of the Senior Participation of $29,750,000 that was used to reduce commitments and amounts outstanding under our Secured Revolving Credit.

The
Senior Participation receives interest at a rate of 9.25% per annum, payable monthly in arrears, on the then outstanding principal balance of the Senior Participation. In addition,
the Senior Participation receives all mortgage principal collected on the Participation Loan Pool until the Senior Participation balance has been reduced to zero. We retain interest received on the
Participation Loan Pool in excess of the 9.25% paid to the Senior Participation. The ultimate extinguishment of the Senior Participation is tied to the underlying maturities of loans in the
Participation Loan Pool which range from 14 to 164 months. As of December 31, 2004, there are 19 loans remaining in the Participation Loan Pool, the Senior Participation balance was
$15,407,000 and the weighted average interest rate on

66

---



the
loans in the pool was 11.60%. We have accounted for the participation transaction as a secured borrowing under SFAS No. 140"Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities."

Scheduled Principal Payments.Total scheduled principal payments for our mortgage loans payable, bonds payable and capital
lease obligations as of December 31, 2004 were $2,300,000, $11,678,000, $2,190,000, $16,279,000, $25,621,000 and $27,185,000 in 2005, 2006, 2007, 2008, 2009 and thereafter. To the extent we
receive principal payments on the mortgage loans securing the Senior Participation Payable, scheduled principal payments at December 31, 2004 were $913,000, $2,262,000, $10,194,000 and
$2,038,000 in 2005, 2006, 2007 and 2008.

Fair Value.The estimated fair value of the Senior Participation Payable was $16,388,000 at December 31, 2004 based on
the net present value of the future cash flows discounted at 6.2%. The estimated fair value of the mortgage loans payable, bonds payable and capital lease obligations approximated their carrying
values at December 31, 2004 based upon prevailing market interest rates for similar debt arrangements.

11.    Stockholders' Equity

Preferred Stock.Preferred Stock is comprised of the series summarized as follows:

|                                                |  | Shares outstanding at
December 31, |  |           |  |   |       | Carrying Value at
December 31,
|----------------------------------------------- |  | ---------------------------------- |  | --------- |  | - | ----- | ------------------------------
|
|
|Series A Cumulative Preferred Stock             |  |                                   |  | 1,838,520 |  | $ | 25.00 |                               
|Series B Cumulative Preferred Stock             |  |                                   |  | 1,988,000 |  | $ | 25.00 |                               
|Series C Cumulative Convertible Preferred Stock |  | 2,000,000                          |  | 2,000,000 |  | $ | 19.25 |                               
|Series E Cumulative Convertible Preferred Stock |  | 561,269                            |  | 2,200,000 |  | $ | 25.00 |                               
|Series F Cumulative Preferred Stock             |  | 6,640,000                          |  |          |  | $ | 25.00 |                               

In
December 2003 we announced the redemption of 40% of our outstanding Series A Preferred Stock or 1,225,680 shares. Accordingly, in 2003 we recognized a preferred stock
redemption charge of $1,241,000 related to the original issue costs of the shares we redeemed. In 2004, we redeemed of all of the remaining 1,838,520 outstanding shares of Series A Preferred
Stock and all of the 1,988,000 outstanding shares of Series B Preferred Stock. Accordingly, in 2004 we recognized the $1,861,000 and $2,168,000 of original issue costs related to the
Series A and Series B Preferred Stock, respectively, as a preferred stock redemption charge in the first quarter of 2004.

Our
Series C Cumulative Convertible Preferred Stock is convertible into 2,000,000 shares of our common stock at $19.25 per share. Dividends are payable quarterly. Total shares
reserved for issuance of common stock related to the conversion of Series C Preferred Stock were 2,000,000 shares at December 31, 2004 and 2003.

Our
Series E Cumulative Convertible Preferred Stock is convertible at any time into shares of our common stock at a conversion price of $12.50 per share of common stock, subject
to adjustment under certain circumstances. On or after September 19, 2006 and before September 19, 2008, we have the right but not the obligation, upon not less than 30 nor more than
60 days' written notice, to redeem shares of the Series E Preferred Stock, in whole or in part, if such notice is given within fifteen trading

67

---



days
of the end of the 30 day period in which the closing price of our common stock on the NYSE equals or exceeds 125% of the applicable conversion price for 20 out of 30 consecutive trading
days, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon. We may not otherwise redeem the Series E Preferred Stock before September 19,
2008, except in order to preserve our status as a real estate investment trust. Dividends are payable quarterly. During 2004, holders of 1,638,731 shares of Series E Preferred Stock notified us
of their election to convert such shares into 3,277,462 shares of common stock. Total shares reserved for issuance of common stock related to the conversion of Series E Preferred Stock were
1,122,538 at December 31, 2004. Subsequent to December 31, 2004, holders of 2,246 shares of Series E Preferred Stock notified us of their election to convert such shares into
4,492 shares of common stock. Subsequent to this most recent conversion, there are 559,073 shares of our Series E Preferred Stock outstanding.

In
February 2004, we sold 4,000,000 shares of our Series F Preferred Stock in a registered direct placement. In July 2004, we issued an additional 2,640,000 shares
of Series F Preferred Stock in registered direct placement. The combined issuances of Series F Preferred Stock generated net cash proceeds of $159,305,000. We used the proceeds to redeem
our Series A and Series B Preferred Stock as discussed above, reduce our mortgage debt and fund new investments. The dividend rate is 8.0% and the liquidation value is $25.00 per share.
Dividends are cumulative from the date of original issue and are payable quarterly to stockholders of record on the first day of each quarter. We may not redeem the Series F Preferred Stock
prior to February 23, 2009, except as necessary to preserve our status as a real estate investment trust. On or after February 23, 2009, we may, at our option, redeem the Series F
Preferred Stock, in whole or from time to time in part, for $25.00 per Series F Preferred Stock in cash plus any accrued and unpaid dividends to the date of redemption.

While
outstanding, the liquidation preferences of the preferred stocks in the table above arepari passu. None have any voting rights, any
stated maturity, nor are they subject to any sinking fund or mandatory redemption.

We
declared and paid the following cash dividends on our preferred stock(in thousands):

Year ended December 31, 2004

Year ended December 31, 2003Declared

Paid

Declared

PaidPreferred StockSeries A

$
1,019

$
1,860

$
7,510

$
7,279Series B


1,118


1,491


4,476


4,475Series C


3,272


3,272


3,273


3,273Series E


2,763


3,634


1,337


167Series F


9,184


5,864
(1)




Total

$
17,356
(2)
$
16,121
(2)
$
16,596

$
15,194


---

Common Stock.During 2004 we did not repurchase any common stock. During 2003 we repurchased and retired 482,800 shares of
common stock for an aggregate purchase price of approximately $3,246,000, an average of $6.72 per share. The shares were purchased on the open market under a Board authorization to purchase up to
5,000,000 shares. Including these purchases,

68

---



2,348,200
shares have been purchased under this authorization. Therefore, we continue to have an open Board authorization to purchase an additional 2,651,800 shares. During 2002 we repurchased and
retired 338,200 shares of common stock for an aggregate purchase price of $2,333,000 at an average of $6.90 purchase price per share.

We
declared and paid $22,377,000 in 2004 $11,568,000 in 2003 in common stock dividends. Subsequent to December 31, 2004, we declared a cash dividend of $0.30 per share on our
common stock payable on March 31, 2005 to shareholders of record on March 18, 2005.

In
2004 we filed a prospectus to cover the possible resale of up to 865,387 shares of our common stock which were contingently issuable under certain partnership agreements. During 2004,
partners in seven of our limited partnerships elected to exchange their interests in the partnerships. In accordance with the partnership agreements, at our option, we issued 208,401 shares of our
common stock related to
five limited partnerships, paid approximately $109,000 for the redemption of 7,027 shares owned by another limited partner and paid approximately $8,387,000 to other limited partners in exchange for
their partnership interests. At December 31, 2004, we only have one limited partnership remaining and there remains 201,882 shares of our common stock reserved for this partnership agreement.

Available Shelf Registrations:On March 31, 2004, we filed a Form S-3 "shelf" registration which
became effective April 5, 2004 and provides us with the capacity to offer up to $200,000,000 in our debt and/or equity securities. At December 31, 2004 we had $137,882,000 available
under the "shelf" registration.

Other Equity.Other equity consists of the following (amounts in thousands):

December 31,2004

2003Notes receivable from stockholders

$
(508
)
$
(2,792
)Unamortized balance on deferred compensation


(228
)

Accumulated comprehensive income


2,806


2,154Total Other Equity

$
2,070

$
(638
)


Deferred
compensation is the value of unvested restricted stock awards granted to employees. See"Stock Based Compensation Plans"below.
Accumulated comprehensive income represents the net increase in fair market value over the carrying value of our available-for-sale securities.

Notes Receivable from Stockholders.In 1997, the Board of Directors adopted a loan program designed to encourage executives,
key employees, consultants and directors to acquire common stock through the
exercise of options. Under the program, we made full recourse, secured loans to participants equal to the exercise price of vested options plus up to 50% of the taxable income resulting from the
exercise of options. Such loans bear interest at the then current Applicable Federal Rate (or AFR). In January 2000, the Board of Directors approved a new loan agreement (or New Agreement) for
current executives and directors in the amounts of the then remaining principal balance of the original loans.

The
new loan agreements provided that the interest rate would be 6.07% (AFR for an equivalent 3 to 9 year instrument) and interest payments were to be paid from dividends received
on shares pledged as security for the New Agreements during the quarter in which the interest is due. If the dividend does not fully pay the interest due or if no dividend is paid, the unpaid interest
is added to the principal balance. In addition, the notes also require the borrower to reduce principal by one-half

69

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of
the difference between the most recent dividend received on the pledged shares and the interest paid on the loans from that dividend. During the first quarter of 2003 and all of 2002, the
difference between the dividend paid and the current interest due on the outstanding loan balances was added to the loan balance in accordance with the loan agreements.

During
2004, five notes receivable from stockholders with a combined principal balance of $1,722,000 were paid in full. Two of these notes were from current members of our board of
directors. At December 31, 2004, only one note receivable from a stockholder (a former employee) with a principal balance of $508,000 remains. This note is fully amortizing and matures in
December 2006.

We
currently have no loan programs for officers and/or directors and do not provide any guarantee to any officer and/or director or third party relating to purchases and sales of our
equity securities.

At
December 31, 2004, 2003 and 2002, loans totaling $508,000, $2,792,000 and $7,227,000, respectively were outstanding. At December 31, 2004, 2003 and 2002, the market
value of the common stock securing these loans was approximately $1,195,000, $4,393,000 and $5,168,000, respectively.

Stock Based Compensation Plans.During 2004 we adopted and our stockholders approved The 2004 Stock Option Plan under which
500,000 shares of common stock have been reserved for incentive and nonqualified stock option grants to officers, employees, non-employee directors and consultants. Also during 2004, we
adopted and our stockholders approved The 2004 Restricted Stock Plan under which 100,000 shares of common stock have been reserved for restricted stock grants to officers, employees,
non-employee directors and consultants. The terms of the awards granted under The 2004 Stock Option Plan and The 2004 Restricted Stock Plan are set by our compensation committee at its
discretion. Total shares available for grant under these two plans as of December 31, 2004 was 549,900. All options outstanding vest over three years from the original date of
grant. Unexercised options expire seven years after the date of vesting. Subsequent to December 31, 2004, 8,000 shares of restricted stock were granted under the 2004 Restricted Stock Plan.

Our
stockholders have approved the 1992 Stock Option Plan, as amended, under which 1,400,000 shares of common stock were reserved and the 1998 Equity Participation Plan under which
500,000 shares of common stock were reserved. Both plans provide for the issuance of incentive and nonqualified stock options, restricted stock and other stock based awards to officers, employees,
non-employee directors and consultants. The terms of the awards granted under the Plans are set by our compensation committee at its discretion; however, in the case of incentive stock
options, the term may not exceed 10 years from the date of grant. All available shares under the 1992 Plan have been issued. Total shares available for grant under the 1998 Equity Plan as of
December 31, 2004, 2003 and 2002 were 99,816, 53,176, and 4,276, respectively. All options outstanding vest over five years from the original date of grant. Unexercised options expire seven
years after the date of vesting.

Subsequent
to December 31, 2004, options to purchase 4,000 shares were cancelled and options to purchase 15,000 shares were granted under the 1998 Equity Plan. Additionally,
grants to receive 10,800 shares of restricted stock under the 1998 Equity Plan were cancelled subsequent to December 31, 2004.

70

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Nonqualified
stock option activity for the years ended December 31, 2004, 2003 and 2002, was as follows:

Shares

Weighted Average Price2004

2003

2002

2004

2003

2002Outstanding, January 1

285,871

569,500

545,000

$
5.63

$
5.53

$
5.41Granted

30,000



30,000

$
15.13




$
7.63Exercised

(99,171
)
(245,629
)


$
5.51

$
5.40


Canceled

(16,400
)
(38,000
)
(5,500
)
$
5.27

$
5.61

$
5.26Outstanding, December 31

200,300

285,871

569,500

$
7.15

$
5.63

$
5.53Exercisable, December 31

75,100

85,671

214,300

$
5.68

$
5.59

$
5.47


During
2004 a total of 99,171 options were exercised at a total option value of $547,000 and a total market value as of the exercise dates of $1,591,000. Subsequent to
December 31, 2004, a total of 31,100 options were exercised at a total option value of $181,000 and a total market value as of the exercise dates of $595,000. Subsequent to December 31,
2004, 4,000 stock options were cancelled and 15,000 stock options were granted.

Restricted
stock activity for the years ended December 31, 2004, 2003 and 2002 was as follows:

2004

2003

2002Outstanding, January 1


150,912


202,664


209,164Granted


12,100





Vested





(40,852
)

(6,500
)Canceled


(30,240
)

(10,900
)

Outstanding, December 31


132,772


150,912


202,664Compensation Expense for the year

$
434,000

$
132,000

$
245,000


Compensation
expense of $35,000 was recognized in 2004 related to 12,100 shares of restricted stock that vest ratably over three years. Restricted stock outstanding at
December 31, 2004, in the amount of 120,672 shares, vests ratably over six years if we meet certain financial objectives and the grantee remains employed by us. If, in any given year, we do not
meet the stated financial objectives then the shares scheduled to vest in that year will not vest and the vesting period will be extended by one year. Future compensation expense will be recognized
over the service period at the market price per share on the date of vesting. On January 1, 2005, 20,112 shares of restricted stock vested. Since the January 1, 2005, vesting was
predicated on reaching certain financial targets at December 31, 2004, we recorded $399,000 compensation expense in 2004, which represented the number of shares vested multiplied by the closing
stock price of $19.82 on January 3, 2005.

On
January 1, 2003, 26,352 shares of restricted stock vested based on financial objectives met at December 31, 2002. Since the January 1, 2003, vesting was
predicated on reaching certain financial targets at December 31, 2002, we recorded $180,000 compensation expense in 2002, which represented the number of shares vested multiplied by the closing
stock price of $6.83 on January 2, 2003. In addition, 14,500 shares of restricted stock vested during 2003 as a result of employee terminations. Compensation expense of $132,000 was recognized
in 2003 related to shares vesting as a result of employee terminations.

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---



In
2002, $245,000 of restricted stock compensation expense was recognized. $180,000 related to shares vesting on January 1, 2003 as previously discussed and $65,000 related to
shares vesting ratably over five years.

Dividends
are payable on the restricted shares to the extent and on the same date as dividends are paid on all of our common stock.

Prior
to January 1, 2003, we accounted for stock option grants in accordance with APB Opinion No. 25"Accounting for Stock Issued to
Employees"(or APB 25) and related Interpretations. Historically, we granted stock options for a fixed number of shares to employees with an exercise price equal to the fair
value of the shares at the date of grant. Under APB 25, because the exercise price of our employee stock options equaled the market price of the underlying stock on the date of grant, no compensation
expense was recognized. Effective January 1, 2003, we adopted SFAS No. 148 "Accounting for Stock-Based CompensationTransition and
Disclosure," on a prospective basis for all employee awards granted, modified or settled on or after January 1, 2003. During 2004, 30,000 options to purchase common
stock were issued at an exercise price of $15.13 and vest ratably over a three year period. Accordingly, $17,000 of compensation expense related to the vesting of these options was recognized during
2004. No compensation expense was recognized in 2003 related to stock option vesting since no options were issued or modified in 2003.

The
following table illustrates the effect on net income and earnings per share as if the fair value method had been applied to all outstanding and unvested awards in each period (in thousands):

Year Ended December 31,2004

2003

2002Net income available to common stockholders, as reported

$
15,003

$
6,482

$
16,761Add: Stock-based compensation expense in the period


17





Deduct: Total stock-based compensation expense determined under fair value method for all awards


(30
)

(71
)

(65
)Pro forma net income available to common stockholders

$
14,990

$
6,411

$
16,696Net income per common share available to common stockholders:Basicas reported

$
0.77

$
0.36

$
0.91Basicpro forma

$
0.77

$
0.36

$
0.91Dilutedas reported

$
0.77

$
0.36

$
0.91Dilutedpro forma

$
0.77

$
0.36

$
0.90


---

Note: Adjustments to compensation expense related to restricted shares has been excluded from this table since expense for restricted shares is already reflected in net income
and is the same under APB No. 25 and SFAS No. 123.

As
of December 31, 2004, 2003 and 2002, there were 200,300, 285,871 and 569,500 options outstanding, respectively, subject to the disclosure requirements of SFAS No. 123.
The fair value of

72

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these
options was estimated utilizing the Black-Scholes-Merton valuation model and assumptions as of each respective grant date. In determining the estimated fair value for the options granted in
2004, the weighted average expected life assumption was three years, the weighted average volatility was 0.39, the weighted average risk free interest rate was 3.18% and the expected dividend yield
was 7.27%. The weighted average fair value of the options granted was estimated to be $2.58. No options were granted in 2003. In determining the estimated fair value for the options granted in 2002,
the weighted average expected life assumption was five years, the weighted average volatility was 0.49 and the weighted average risk free interest rate was 3.80%. The weighted average fair value of
the options granted was estimated to be $1.44. There was no material pro-forma effect on net income or earnings per share for the years ending December 31, 2004, 2003 and 2002. The
weighted average exercise price of the options was $7.15, $5.63 and $5.46 and the weighted average remaining contractual life was 1.2, 1.6 and 2.5 years as of December 31, 2004, 2003 and
2002, respectively.

12. Commitments and Contingencies

It is our current policy and we intend to continue this policy that all borrowers of funds from us and lessees of any of our properties secure adequate
comprehensive property and general and professional liability insurance that covers us as well as the borrower and/or lessee. Even though that is our policy, certain borrowers and lessees have been
unable to obtain general and professional liability insurance because the cost of such insurance has increased substantially and some insurers have stopped offering such insurance for
long-term care facilities. Additionally, insurance companies have filed for bankruptcy protection leaving certain of our borrowers and/or lessees without coverage for periods that were
believed to be covered prior to such bankruptcies. The unavailability and associated exposure as well as increased cost of such insurance could have a material adverse effect on the lessees and
borrowers, including their ability to make lease or mortgage payments. Although we contend that as a non-possessory landlord we are not generally responsible for what takes place on real
estate we do not possess, claims including general and professional liability claims, may still be asserted against us which may result in costs and exposure for which insurance is not available.
Certain risks may be uninsurable, not economically insurable or insurance may not be available and there can be no assurance that we, a borrower or lessee will have adequate funds to cover all
contingencies. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could be subject to an adverse claim including claims for general or
professional liability, could lose the capital that we have invested in the properties, as well as the anticipated future revenue for the properties and, in the case of debt which is with recourse to
us, we would remain obligated for any mortgage debt or other financial obligations related to the properties. Certain losses such as losses due to floods or seismic activity if insurance is available
may be insured subject to certain limitations including large deductibles or co-payments and policy limits.

As
of December 31, 2004, we had committed to provide to Alterra $2,500,000 over three years ending December 4, 2006 to invest in leasehold improvements to properties they
lease from us and an additional $2,500,000 over the next succeeding three years ending December 4, 2009 to expand properties they lease from us. Both of these investments would be made at a 10%
annual return to us. To date, Alterra has not requested any funds under this agreement. SeeNote 3. Major Operatorsfor further discussions.

On
January 31, 2005, we announced we had entered into a Memorandum of Understanding with EHSI whereby EHSI and we agreed to enter into two triple net master leases for the 37
assisted living properties previously leased to ALC. A provision of this MOU commits us to fund up to $5,000,000 per year for expansion of the 37 properties under certain conditions.

73

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Should
we expend such funds, EHSI would increase the monthly minimum rent by an amount equal to (a) 9.5% plus the positive difference, if any, between the average for the last
five days prior to funding of the yield on the U.S. Treasury 10-year note minus 420 basis points (expressed as a percentage), multiplied by (b) the amounts funded.

13. Distributions

We must distribute at least 90% of our taxable income in order to continue to qualify as a REIT. This distribution requirement can be satisfied by current year
distributions or by distributions in the following year.

For
federal tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. Distributions for 2004 and 2003 were
cash distributions. There were no distributions to common stockholders in 2001.

The
federal income tax classification of the per share common stock distributions are (unaudited):

Year Ended2004

2003

2002Ordinary income

$
0.615

$


$
0.379Non-taxable distribution


0.510


0.650


Section 1250 capital gain








0.021Long term capital gain








Total

$
1.125

$
0.650

$
0.400


14. Net Income Per Common Share

Basic and diluted net income per common share were as follows(in thousands except per share amounts):

For the year ended December 31,2004

2003

2002Net income

$
36,388

$
24,319

$
31,803Preferred stock redemption


(4,029
)

(1,241
)

Preferred dividends


(17,356
)

(16,596
)

(15,042
)Net income for basic net income per common share


15,003


6,482


16,761Other dilutive securities








Net income for diluted net income per common share

$
15,003

$
6,482

$
16,761Shares for basic net income per common share


19,432


17,836


18,371Stock options


135


139


143Other dilutive securities








Shares for diluted net income per common share


19,567


17,975


18,514Basic net income per common share

$
0.77

$
0.36

$
0.91Diluted net income per common share

$
0.77

$
0.36

$
0.91


The
Series C Cumulative Convertible Preferred Stock, the Series E Cumulative Convertible Preferred Stock and the convertible limited partnership units have been excluded
from the computation of diluted net income per share as such inclusion would be anti-dilutive.

74

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15.    Quarterly Financial Information (Unaudited)

|                                                                                          |         | For the quarter ended |       
|----------------------------------------------------------------------------------------- | ------- | --------------------- | ------
|
|
|2004                                                                                      |         |                       |       
|Revenues(1)                                                                               |         | $                     | 16,846
|Net income (loss) from discontinued operations                                            |         | $                     | 1,055 
|Net income available to common stockholders(2)                                            |         | $                     | 926   
|Net (loss) income per common share from continuing operations net of preferred dividends: |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Net income (loss) per common share from discontinued operations:                          |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Net income (loss) per common share available to common stockholders:                      |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Dividends per share declared and paid                                                     |         | $                     | 0.250 
|2003                                                                                      |         |                       |       
|Revenues(1)                                                                               |         | $                     | 15,800
|Net (loss) income from discontinued operations                                            |         | $                     | (116  
|Net income available to common stockholders(3)                                            |         | $                     | 123   
|Net (loss) income per common share from continuing operations net of preferred dividends: |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Net income (loss) per common share from discontinued operations:                          |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Net income (loss) per common share available to common stockholders:                      |         |                       |       
|                                                                                          | Basic   |                       | $     
|                                                                                          | Diluted |                       | $     
|Dividends per share declared and paid                                                     |         | $                     | 0.10  

---

75

---





76

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Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (or Exchange Act"). As of the end of the
period covered by this report based on such evaluation our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures
are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

Design and Evaluation of Internal Control Over Financial Reporting.

Management Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth on pages 77
and 78.

Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2004 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

76

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MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of LTC Properties, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, 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 and includes those
policies and procedures that:



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The
company's management assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2004. In making this assessment, the company's
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based
on our assessment, management believes that, as of December 31, 2004, the company's internal control over financial reporting is effective based on those criteria.

The
company's independent auditors have issued an audit report on our assessment of the company's internal control over financial reporting. This report appears on the following page.

77

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of LTC Properties, Inc.

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that LTC Properties, Inc. maintained
effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). LTC Properties, Inc.'s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed 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 (United States). A company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that LTC Properties, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated,
in all material respects, based on the COSO criteria. Also, in our opinion, LTC Properties, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2004, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of LTC Properties, Inc. as
of December 31, 2004 and 2003, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended
December 31, 2004 of LTC Properties, Inc. and our report dated February 23, 2005 expressed an unqualified opinion thereon.

| |  | /s/ ERNST & YOUNG LLP
| |  | ---------------------

Los
Angeles, California
February 23, 2005

78

---





Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information with respect to directors, set forth in our Proxy Statement relating to the Annual Meeting of Stockholders to be held May 17, 2005 under
the caption "Election of Directors" is incorporated herein by reference. Our executive officers are:

|Name                 |  | Age |  | Position                                                      
|-------------------- |  | --- |  | --------------------------------------------------------------
|Andre C. Dimitriadis |  | 64  |  | Chairman, Chief Executive Officer, President and Director     
|Wendy L. Simpson     |  | 55  |  | Vice Chairman, Chief Financial Officer, Treasurer and Director

Andre
C. Dimitriadis founded LTC Properties in 1992 and has been our Chairman and Chief Executive Officer since inception. In 2000 Mr. Dimitriadis also assumed the position of
President.

Wendy
L. Simpson has been Vice Chairman since April 2000 and Vice Chairman and Chief Financial Officer since July 2000 and Treasurer since January 2005. Prior to
that she was a financial advisor to Coram Healthcare Corporation, a health care organization, from November 1999 through March 31, 2000. Ms. Simpson joined Coram as Executive Vice
President and Chief Financial Officer in March 1998 and resigned in November 1999. Prior to joining Coram, Ms. Simpson was Executive Vice President,
Chief Financial Officer, Chief Operating Officer and director of Transitional Hospitals Corporation from December 1994 to August 1997 and Senior Vice President and Chief Financial
Officer from July 1994 to December 1994. Coram Healthcare commenced bankruptcy proceedings in August 2000. Ms. Simpson has been a director since 1995.

Code of Ethics

Information relating to our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions is included in Part I, Item 1 of this report.

Section 16(a) Compliance

Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, set forth in our Proxy Statement relating to
the Annual Meeting of Stockholders to be held on May 17, 2005 under the caption "Security Ownership of Certain Beneficial Owners and ManagementSection 16(a) Beneficial
Ownership Reporting Compliance," is incorporated herein by reference.

Item 11.    EXECUTIVE COMPENSATION

Information relating to executive compensation, set forth in our Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 17, 2005,
under the caption "Executive Compensation," is incorporated herein by reference. The Comparative Performance Graph and the Compensation Committee Report on Executive Compensation also included in the
Proxy Statement are expressly not incorporated herein by reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  AND RELATED STOCKHOLDER MATTERS

Information relating to the security ownership of management and certain beneficial owners, set forth our Proxy Statement relating to the Annual Meeting of
Stockholders to be held May 17, 2005 under the
caption "Security Ownership of Certain Beneficial Owners and Management," is incorporated herein by reference.

Information
relating to securities authorized for issuance under our equity compensation plans, set forth in Part I, Item 5 of this report under the caption "Equity Compensation
Plan Information."

79

---



Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information relating to certain relationships and related transactions, set forth in our Proxy Statement relating to the Annual Meeting of Stockholders to be held
on May 17, 2005 under the caption "Certain Relationships and Related Transactions," is incorporated herein by reference.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to the fees paid to our accountant, set forth in our Proxy Statement relating to the Annual Meeting of Stockholders to be held on
May 17, 2005, under the caption "Audit CommitteeAudit and Non-Audit Fees," is incorporated herein by reference.

Item 15.    FINANCIAL STATEMENT SCHEDULES AND EXHIBITS



The
financial statement schedules listed in the accompanying index to financial statement schedules are filed as part of this annual report.



The
exhibits listed in the accompanying index to exhibits are filed as part of this annual report.

80

---





LTC PROPERTIES, INC.        INDEX TO FINANCIAL STATEMENT SCHEDULES        (Item 15(a)))

|II.  |  | Valuation and Qualifying Accounts        |  | 82
|---- |  | ---------------------------------------- |  | --
|III. |  | Real Estate and Accumulated Depreciation |  | 83
|IV.  |  | Mortgage Loans on Real Estate            |  | 87

All
other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule.

81

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LTC PROPERTIES, INC.        SCHEDULE II        VALUATION AND QUALIFYING ACCOUNTS        (in thousands)

|                                 |  | Balance at
Beginning of Period |       | Charge to
Operations |   | Balance at
End of Period
|-------------------------------- |  | ------------------------------ | ----- | -------------------- | - | ------------------------
|Allowance for Doubtful Accounts: |  |                                |       |                      |   |                         
|2004                             |  | $                              | 1,280 |                      | $ |                        
|2003                             |  | $                              | 1,280 |                      | $ |                        
|2002                             |  | $                              | 1,250 |                      | $ | 30                      

82

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LTC PROPERTIES, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(in thousands)

|                            |   |        |  |   |        |  |   |         | Gross Amount at which Carried
at December 31, 2004 |   |        |  |   |        | 
|--------------------------- | - | ------ |  | - | ------ |  | - | ------- | -------------------------------------------------- | - | ------ |  | - | ------ | 
|
|
|
|                            |   |        |  |   |        |  |   |         |                                                    |   |        |  |   |        | 
|Skilled Nursing Properties: |   |        |  |   |        |  |   |         |                                                    |   |        |  |   |        | 
|Alamogordo, NM              | $ | 4,496  |  | $ | 210    |  | $ | 2,590   |                                                    | $ | 3      |  | $ | 210    | 
|Altoona, IA                 |   |        |  |   | 105    |  |   | 2,309   |                                                    |   | 287    |  |   | 105    | 
|Aransas Pass, TX            |   |        |  |   | 154    |  |   | 1,276   |                                                    |   | 9      |  |   | 154    | 
|Atlanta, GA                 |   |        |  |   | 175    |  |   | 1,282   |                                                    |   | 3      |  |   | 175    | 
|Atmore, AL                  |   |        |  |   | 131    |  |   | 2,877   |                                                    |   | 196    |  |   | 131    | 
|Beeville, TX                |   |        |  |   | 186    |  |   | 1,197   |                                                    |   | 9      |  |   | 186    | 
|Bradenton, FL               |   |       |  |   | 330    |  |   | 2,720   |                                                    |   | 87     |  |   | 330    | 
|Brownsville, TX             |   |        |  |   | 302    |  |   | 1,856   |                                                    |   | 32     |  |   | 302    | 
|Canyon, TX(8)               |   |       |  |   | 196    |  |   | 506     |                                                    |   | 211    |  |   | 196    | 
|Carroll, IA                 |   |        |  |   | 47     |  |   | 1,033   |                                                    |   | 142    |  |   | 47     | 
|Chesapeake, VA              |   |       |  |   | 388    |  |   | 3,469   |                                                    |   | 18     |  |   | 388    | 
|Clovis, NM                  |   |       |  |   | 561    |  |   | 5,539   |                                                    |   |       |  |   | 561    | 
|Clovis, NM                  |   | 2,709  |  |   | 598    |  |   | 5,902   |                                                    |   |       |  |   | 598    | 
|Coffeyville, KS(8)          |   |       |  |   | 100    |  |   | (100    | )                                                  |   |       |  |   | 100    | 
|Commerce City, CO           |   |        |  |   | 236    |  |   | 3,217   |                                                    |   | 5      |  |   | 236    | 
|Commerce City, CO           |   |        |  |   | 160    |  |   | 2,160   |                                                    |   | 5      |  |   | 160    | 
|Des Moines, IA(8)           |   |       |  |   | 115    |  |   | 2,096   |                                                    |   | 1,324  |  |   | 115    | 
|Dresden, TN                 |   |       |  |   | 31     |  |   | 1,529   |                                                    |   | 123    |  |   | 31     | 
|Gardendale, AL              |   |       |  |   | 84     |  |   | 6,316   |                                                    |   |       |  |   | 84     | 
|Gardner, KS                 |   |        |  |   | 896    |  |   | 4,478   |                                                    |   | 409    |  |   | 896    | 
|Granger, IA                 |   |        |  |   | 62     |  |   | 1,356   |                                                    |   | 131    |  |   | 62     | 
|Grapevine, TX               |   |       |  |   | 431    |  |   | 1,449   |                                                    |   | 115    |  |   | 431    | 
|Griffin, GA                 |   |        |  |   | 500    |  |   | 2,900   |                                                    |   |       |  |   | 500    | 
|Hereford, TX(8)             |   |       |  |   | 106    |  |   | (106    | )                                                  |   | 2      |  |   | 106    | 
|Holyoke, CO                 |   |       |  |   | 211    |  |   | 1,513   |                                                    |   | 257    |  |   | 211    | 
|Houston, TX                 |   |        |  |   | 202    |  |   | 4,458   |                                                    |   | 876    |  |   | 202    | 
|Houston, TX                 |   |        |  |   | 365    |  |   | 3,769   |                                                    |   | 1,337  |  |   | 365    | 
|Houston, TX                 |   |        |  |   | 202    |  |   | 4,458   |                                                    |   | 840    |  |   | 202    | 
|Jacksonville, FL            |   |        |  |   | 486    |  |   | 1,981   |                                                    |   | 30     |  |   | 486    | 
|Jefferson, IA               |   |        |  |   | 86     |  |   | 1,883   |                                                    |   | 249    |  |   | 86     | 
|Lecanto, FL                 |   |       |  |   | 351    |  |   | 2,665   |                                                    |   | 2,323  |  |   | 351    | 
|Manchester, TN              |   |       |  |   | 50     |  |   | 954     |                                                    |   | 87     |  |   | 50     | 
|Mesa, AZ                    |   |       |  |   | 305    |  |   | 6,909   |                                                    |   | 1,876  |  |   | 305    | 
|Mesa, AZ(8)                 |   |       |  |   | 420    |  |   | 3,258   |                                                    |   | 36     |  |   | 420    | 
|Midland, TX                 |   |        |  |   | 33     |  |   | 2,285   |                                                    |   | 26     |  |   | 33     | 
|Montgomery, AL              |   |        |  |   | 242    |  |   | 5,327   |                                                    |   | 115    |  |   | 242    | 
|Nacogdoches, TX             |   |       |  |   | 100    |  |   | 1,738   |                                                    |   | 79     |  |   | 100    | 
|Norwalk, IA                 |   |        |  |   | 47     |  |   | 1,033   |                                                    |   | 113    |  |   | 47     | 
|Olathe, KS                  |   |       |  |   | 520    |  |   | 1,872   |                                                    |   | 61     |  |   | 520    | 
|Phoenix, AZ                 |   |        |  |   | 334    |  |   | 3,383   |                                                    |   | 162    |  |   | 334    | 
|Phoenix, AZ                 |   |        |  |   | 300    |  |   | 9,703   |                                                    |   | 92     |  |   | 300    | 
|Polk City, IA               |   |        |  |   | 63     |  |   | 1,376   |                                                    |   | 92     |  |   | 63     | 
|Portland, OR                |   |       |  |   | 100    |  |   | 1,925   |                                                    |   | 457    |  |   | 100    | 
|Richland Hills, TX          |   |       |  |   | 144    |  |   | 1,656   |                                                    |   | 208    |  |   | 144    | 
|Richmond, VA                |   |       |  |   | 356    |  |   | 3,180   |                                                    |   | 318    |  |   | 356    | 
|Ripley, TN                  |   |       |  |   | 20     |  |   | 985     |                                                    |   | 87     |  |   | 20     | 
|Roswell, NM                 |   | 3,800  |  |   | 568    |  |   | 5,232   |                                                    |   | 3      |  |   | 568    | 
|Rusk, TX                    |   |       |  |   | 34     |  |   | 2,399   |                                                    |   | 147    |  |   | 34     | 
|Sacramento, CA              |   |       |  |   | 220    |  |   | 2,929   |                                                    |   |       |  |   | 220    | 
|Salina, KS                  |   |       |  |   | 100    |  |   | 1,153   |                                                    |   | 526    |  |   | 100    | 
|Tappahannock, VA(8)         |   |       |  |   | 375    |  |   | 1,327   |                                                    |   | 86     |  |   | 375    | 
|Tucson, AZ                  |   |        |  |   | 276    |  |   | 8,924   |                                                    |   | 112    |  |   | 276    | 
|Tucumcari, NM               |   |       |  |   | 122    |  |   | 1,144   |                                                    |   |       |  |   | 122    | 
|Tyler, TX                   |   |        |  |   | 300    |  |   | 3,071   |                                                    |   | 22     |  |   | 300    | 
|Whitewright, TX(8)          |   |       |  |   | 100    |  |   | 1,457   |                                                    |   | 115    |  |   | 100    | 
|                            |   |        |  |   |        |  |   |         |                                                    |   |        |  |   |        | 
|Skilled Nursing Properties  | $ | 11,005 |  | $ | 13,136 |  | $ | 151,798 |                                                    | $ | 13,843 |  | $ | 13,136 | 
|                            |   |        |  |   |        |  |   |         |                                                    |   |        |  |   |        | 

83

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|Assisted Living Properties: |   |        |     |   |     |  |   |        |  |  |     |  |   |     |  |   |        |  |   |        |  |   |       |  |                 |  |       
|--------------------------- | - | ------ | --- | - | --- |  | - | ------ |  |  | --- |  | - | --- |  | - | ------ |  | - | ------ |  | - | ----- |  | --------------- |  | ------
|Ada, OK                     | $ |       |     | $ | 100 |  | $ | 1,650  |  |  |    |  | $ | 100 |  | $ | 1,650  |  | $ | 1,750  |  | $ | 364   |  | 1996            |  | Dec-96
|Arlington, OH               |   |        | (7) |   | 629 |  |   | 6,973  |  |  |    |  |   | 629 |  |   | 6,973  |  |   | 7,602  |  |   | 570   |  | 1993            |  | Dec-01
|Arvada, CO                  |   | 6,524  | (4) |   | 100 |  |   | 2,810  |  |  | 276 |  |   | 100 |  |   | 3,086  |  |   | 3,186  |  |   | 598   |  | 1997            |  | Aug-97
|Athens, TX                  |   |       |     |   | 96  |  |   | 1,510  |  |  | 1   |  |   | 96  |  |   | 1,511  |  |   | 1,607  |  |   | 368   |  | 1995            |  | Jan-96
|Bakersfield, CA             |   | 8,876  |     |   | 834 |  |   | 11,986 |  |  | 20  |  |   | 834 |  |   | 12,006 |  |   | 12,840 |  |   | 1,131 |  | 1998/2002       |  | Dec-01
|Battleground, WA            |   |       |     |   | 100 |  |   | 2,500  |  |  |    |  |   | 100 |  |   | 2,500  |  |   | 2,600  |  |   | 540   |  | 1996            |  | Nov-96
|Beatrice, NE                |   |       |     |   | 100 |  |   | 2,173  |  |  |    |  |   | 100 |  |   | 2,173  |  |   | 2,273  |  |   | 428   |  | 1997            |  | Oct-97
|Bexley, OH                  |   | 15,593 | (7) |   | 306 |  |   | 4,196  |  |  |    |  |   | 306 |  |   | 4,196  |  |   | 4,502  |  |   | 343   |  | 1992            |  | Dec-01
|Bullhead City, AZ           |   |       |     |   | 100 |  |   | 2,500  |  |  |    |  |   | 100 |  |   | 2,500  |  |   | 2,600  |  |   | 493   |  | 1997            |  | Aug-97
|Burley, ID                  |   |       |     |   | 100 |  |   | 2,200  |  |  |    |  |   | 100 |  |   | 2,200  |  |   | 2,300  |  |   | 438   |  | 1997            |  | Sep-97
|Caldwell, ID                |   |       |     |   | 100 |  |   | 2,200  |  |  |    |  |   | 100 |  |   | 2,200  |  |   | 2,300  |  |   | 438   |  | 1997            |  | Sep-97
|Camas, WA                   |   |        | (3) |   | 100 |  |   | 2,175  |  |  |    |  |   | 100 |  |   | 2,175  |  |   | 2,275  |  |   | 500   |  | 1996            |  | May-96
|Central, SC                 |   |       |     |   | 100 |  |   | 2,321  |  |  |    |  |   | 100 |  |   | 2,321  |  |   | 2,421  |  |   | 335   |  | 1998            |  | Mar-99
|Cordele, GA                 |   |       |     |   | 153 |  |   | 1,455  |  |  | 82  |  |   | 153 |  |   | 1,537  |  |   | 1,690  |  |   | 273   |  | 1987/88/2002    |  | Jul-00
|Denison, IA                 |   |       |     |   | 100 |  |   | 2,713  |  |  |    |  |   | 100 |  |   | 2,713  |  |   | 2,813  |  |   | 473   |  | 1998            |  | Jun-98
|Dodge City, KS              |   | 1,124  |     |   | 84  |  |   | 1,666  |  |  |    |  |   | 84  |  |   | 1,666  |  |   | 1,750  |  |   | 436   |  | 1995            |  | Dec-95
|Durant, OK                  |   |       |     |   | 100 |  |   | 1,769  |  |  |    |  |   | 100 |  |   | 1,769  |  |   | 1,869  |  |   | 373   |  | 1997            |  | Apr-97
|Edmond, OK                  |   |        | (5) |   | 100 |  |   | 1,365  |  |  | 526 |  |   | 100 |  |   | 1,891  |  |   | 1,991  |  |   | 375   |  | 1996            |  | Aug-97
|Elkhart, IN                 |   |       |     |   | 100 |  |   | 2,435  |  |  |    |  |   | 100 |  |   | 2,435  |  |   | 2,535  |  |   | 461   |  | 1997            |  | Dec-97
|Erie, PA                    |   |        | (6) |   | 850 |  |   | 7,477  |  |  |    |  |   | 850 |  |   | 7,477  |  |   | 8,327  |  |   | 1,318 |  | 1998            |  | Oct-99
|Eugene, OR                  |   |       |     |   | 100 |  |   | 2,600  |  |  |    |  |   | 100 |  |   | 2,600  |  |   | 2,700  |  |   | 511   |  | 1997            |  | Sep-97
|Fremont,OH                  |   |       |     |   | 100 |  |   | 2,435  |  |  |    |  |   | 100 |  |   | 2,435  |  |   | 2,535  |  |   | 487   |  | 1997            |  | Aug-97
|Ft. Collins, CO             |   |       |     |   | 100 |  |   | 2,961  |  |  |    |  |   | 100 |  |   | 2,961  |  |   | 3,061  |  |   | 463   |  | 1998            |  | Mar-99
|Ft. Collins, CO             |   |       |     |   | 100 |  |   | 3,400  |  |  |    |  |   | 100 |  |   | 3,400  |  |   | 3,500  |  |   | 488   |  | 1999            |  | Jul-99
|Ft. Meyers, FL              |   |       |     |   | 100 |  |   | 2,728  |  |  | 9   |  |   | 100 |  |   | 2,737  |  |   | 2,837  |  |   | 496   |  | 1998            |  | Mar-98
|Gardendale, AL              |   |       |     |   | 16  |  |   | 1,234  |  |  |    |  |   | 16  |  |   | 1,234  |  |   | 1,250  |  |   | 340   |  | 1988            |  | May-96
|Goldsboro, NC               |   |       |     |   | 100 |  |   | 2,385  |  |  | 1   |  |   | 100 |  |   | 2,386  |  |   | 2,486  |  |   | 315   |  | 1998            |  | Mar-99
|Grandview, WA               |   |        | (3) |   | 100 |  |   | 1,940  |  |  |    |  |   | 100 |  |   | 1,940  |  |   | 2,040  |  |   | 461   |  | 1996            |  | Mar-96
|Great Bend, KS              |   | 930    |     |   | 80  |  |   | 1,570  |  |  | 17  |  |   | 80  |  |   | 1,587  |  |   | 1,667  |  |   | 424   |  | 1995            |  | Dec-95
|Greeley, CO                 |   |       |     |   | 100 |  |   | 2,310  |  |  | 270 |  |   | 100 |  |   | 2,580  |  |   | 2,680  |  |   | 508   |  | 1997            |  | Aug-97
|Greenville, NC              |   |       |     |   | 100 |  |   | 2,478  |  |  | 2   |  |   | 100 |  |   | 2,480  |  |   | 2,580  |  |   | 376   |  | 1998            |  | Mar-99
|Greenville, TX              |   |       |     |   | 42  |  |   | 1,565  |  |  |    |  |   | 42  |  |   | 1,565  |  |   | 1,607  |  |   | 380   |  | 1995            |  | Jan-96
|Greenwood, SC               |   |       |     |   | 100 |  |   | 2,638  |  |  |    |  |   | 100 |  |   | 2,638  |  |   | 2,738  |  |   | 407   |  | 1998            |  | Mar-99
|Hayden, ID                  |   |       |     |   | 100 |  |   | 2,450  |  |  | 243 |  |   | 100 |  |   | 2,693  |  |   | 2,793  |  |   | 573   |  | 1996            |  | Dec-96
|Hoquiam, WA                 |   |       |     |   | 100 |  |   | 2,500  |  |  |    |  |   | 100 |  |   | 2,500  |  |   | 2,600  |  |   | 499   |  | 1997            |  | Aug-97
|Jacksonville, TX            |   |       |     |   | 100 |  |   | 1,900  |  |  |    |  |   | 100 |  |   | 1,900  |  |   | 2,000  |  |   | 456   |  | 1996            |  | Mar-96
|Kelso, WA                   |   |       |     |   | 100 |  |   | 2,500  |  |  |    |  |   | 100 |  |   | 2,500  |  |   | 2,600  |  |   | 596   |  | 1996            |  | Nov-96
|Kennewick. WA               |   |        | (3) |   | 100 |  |   | 1,940  |  |  |    |  |   | 100 |  |   | 1,940  |  |   | 2,040  |  |   | 466   |  | 1996            |  | Feb-96
|Klamath Falls, OR           |   |       |     |   | 100 |  |   | 2,300  |  |  |    |  |   | 100 |  |   | 2,300  |  |   | 2,400  |  |   | 495   |  | 1996            |  | Dec-96
|Lake Havasu, AZ             |   |       |     |   | 100 |  |   | 2,420  |  |  |    |  |   | 100 |  |   | 2,420  |  |   | 2,520  |  |   | 484   |  | 1997            |  | Aug-97
|Lakeland, FL                |   |       |     |   | 519 |  |   | 2,313  |  |  | 82  |  |   | 519 |  |   | 2,395  |  |   | 2,914  |  |   | 441   |  | 1968/74/96/2002 |  | Jul-00
|Longmont, CO                |   |        | (4) |   | 100 |  |   | 2,640  |  |  |    |  |   | 100 |  |   | 2,640  |  |   | 2,740  |  |   | 468   |  | 1998            |  | Jun-98
|Longview, TX                |   |       |     |   | 38  |  |   | 1,568  |  |  | 1   |  |   | 38  |  |   | 1,569  |  |   | 1,607  |  |   | 387   |  | 1995            |  | Oct-95
|Loveland, CO                |   |        | (4) |   | 100 |  |   | 2,865  |  |  | 270 |  |   | 100 |  |   | 3,135  |  |   | 3,235  |  |   | 600   |  | 1997            |  | Sep-97
|Lufkin, TX                  |   |       |     |   | 100 |  |   | 1,950  |  |  |    |  |   | 100 |  |   | 1,950  |  |   | 2,050  |  |   | 460   |  | 1996            |  | Apr-96
|Madison, IN                 |   |       |     |   | 100 |  |   | 2,435  |  |  |    |  |   | 100 |  |   | 2,435  |  |   | 2,535  |  |   | 477   |  | 1997            |  | Oct-97
|Marshall, TX                |   |       |     |   | 38  |  |   | 1,568  |  |  | 451 |  |   | 38  |  |   | 2,019  |  |   | 2,057  |  |   | 486   |  | 1995            |  | Oct-95
|McPherson, KS               |   | 791    |     |   | 79  |  |   | 1,571  |  |  |    |  |   | 79  |  |   | 1,571  |  |   | 1,650  |  |   | 420   |  | 1994            |  | Dec-95
|Millville, NJ               |   |       |     |   | 100 |  |   | 2,825  |  |  |    |  |   | 100 |  |   | 2,825  |  |   | 2,925  |  |   | 559   |  | 1997            |  | Aug-97
|Nampa, ID                   |   |       |     |   | 100 |  |   | 2,240  |  |  | 23  |  |   | 100 |  |   | 2,263  |  |   | 2,363  |  |   | 487   |  | 1997            |  | Jan-97
|New Bern, NC                |   |       |     |   | 100 |  |   | 2,427  |  |  | 1   |  |   | 100 |  |   | 2,428  |  |   | 2,528  |  |   | 326   |  | 1998            |  | Mar-99
|Newark, OH                  |   |       |     |   | 100 |  |   | 2,435  |  |  |    |  |   | 100 |  |   | 2,435  |  |   | 2,535  |  |   | 477   |  | 1997            |  | Oct-97
|Newport Richey, FL          |   |       |     |   | 100 |  |   | 5,845  |  |  | 420 |  |   | 100 |  |   | 6,265  |  |   | 6,365  |  |   | 1,244 |  | 1986/1995       |  | Jan-98
|Newport, OR                 |   |       |     |   | 100 |  |   | 2,050  |  |  |    |  |   | 100 |  |   | 2,050  |  |   | 2,150  |  |   | 463   |  | 1996            |  | Dec-96
|Niceville, FL               |   |       |     |   | 100 |  |   | 2,680  |  |  |    |  |   | 100 |  |   | 2,680  |  |   | 2,780  |  |   | 475   |  | 1998            |  | Jun-98
|Norfolk, NE                 |   |       |     |   | 100 |  |   | 2,123  |  |  |    |  |   | 100 |  |   | 2,123  |  |   | 2,223  |  |   | 432   |  | 1997            |  | Jun-97
|Portland, OR                |   | 3,896  |     |   | 100 |  |   | 7,622  |  |  | 359 |  |   | 100 |  |   | 7,981  |  |   | 8,081  |  |   | 1,314 |  | 1986/2002       |  | Jun-98
|Rio Rancho, NM              |   |       |     |   | 100 |  |   | 8,300  |  |  | 40  |  |   | 100 |  |   | 8,340  |  |   | 8,440  |  |   | 1,444 |  | 1998            |  | Mar-98
|Rocky Mount, NC             |   |       |     |   | 100 |  |   | 2,494  |  |  | 1   |  |   | 100 |  |   | 2,495  |  |   | 2,595  |  |   | 351   |  | 1998            |  | Mar-99
|Rocky River, OH             |   | 10,065 | (6) |   | 760 |  |   | 6,963  |  |  |    |  |   | 760 |  |   | 6,963  |  |   | 7,723  |  |   | 1,178 |  | 1998            |  | Oct-99
|Roseville, CA               |   |       |     |   | 100 |  |   | 7,300  |  |  | 8   |  |   | 100 |  |   | 7,308  |  |   | 7,408  |  |   | 1,222 |  | 1998/2002       |  | Jun-98
|Salina, KS                  |   | 926    |     |   | 79  |  |   | 1,571  |  |  |    |  |   | 79  |  |   | 1,571  |  |   | 1,650  |  |   | 420   |  | 1994            |  | Dec-95
|San Antonio, TX             |   |        | (5) |   | 100 |  |   | 1,900  |  |  |    |  |   | 100 |  |   | 1,900  |  |   | 2,000  |  |   | 398   |  | 1997            |  | May-97
|San Antonio, TX             |   |        | (5) |   | 100 |  |   | 2,055  |  |  |    |  |   | 100 |  |   | 2,055  |  |   | 2,155  |  |   | 424   |  | 1997            |  | Jun-97
|                            |   |        |     |   |     |  |   |        |  |  |     |  |   |     |  |   |        |  |   |        |  |   |       |  |                 |  |       

84

---



|Shelby, NC                 |   |       |     |   | 100    |  |   | 2,805   |  |   | 2      |  |   | 100    |  |   | 2,807   |  |   | 2,907   |  |   | 495    |  | 1998      |  | Jun-98
|-------------------------- | - | ------ | --- | - | ------ |  | - | ------- |  | - | ------ |  | - | ------ |  | - | ------- |  | - | ------- |  | - | ------ |  | --------- |  | ------
|Spring Hill, FL            |   |       |     |   | 100    |  |   | 2,650   |  |   |       |  |   | 100    |  |   | 2,650   |  |   | 2,750   |  |   | 470    |  | 1998      |  | Jun-98
|Springfield, OH            |   |       |     |   | 100    |  |   | 2,035   |  |   | 270    |  |   | 100    |  |   | 2,305   |  |   | 2,405   |  |   | 452    |  | 1997      |  | Aug-97
|Sumter, SC                 |   |       |     |   | 100    |  |   | 2,351   |  |   |       |  |   | 100    |  |   | 2,351   |  |   | 2,451   |  |   | 351    |  | 1998      |  | Mar-99
|Tallahassee, FL            |   |       | (5) |   | 100    |  |   | 3,075   |  |   |       |  |   | 100    |  |   | 3,075   |  |   | 3,175   |  |   | 547    |  | 1998      |  | Apr-98
|Tiffin, OH                 |   |       |     |   | 100    |  |   | 2,435   |  |   |       |  |   | 100    |  |   | 2,435   |  |   | 2,535   |  |   | 487    |  | 1997      |  | Aug-97
|Troy,OH                    |   |       |     |   | 100    |  |   | 2,435   |  |   | 306    |  |   | 100    |  |   | 2,741   |  |   | 2,841   |  |   | 552    |  | 1997      |  | May-97
|Tulsa, OK                  |   |        | (5) |   | 200    |  |   | 1,650   |  |   |       |  |   | 200    |  |   | 1,650   |  |   | 1,850   |  |   | 357    |  | 1997      |  | Feb-97
|Tulsa, OK                  |   |        | (5) |   | 100    |  |   | 2,395   |  |   |       |  |   | 100    |  |   | 2,395   |  |   | 2,495   |  |   | 489    |  | 1997      |  | Jun-97
|Tucson, AZ                 |   |       |     |   | 100    |  |   | 8,700   |  |   | 8      |  |   | 100    |  |   | 8,708   |  |   | 8,808   |  |   | 1,451  |  | 1998/2002 |  | Jun-98
|Tyler, TX                  |   | 10,828 | (5) |   | 100    |  |   | 1,800   |  |   |       |  |   | 100    |  |   | 1,800   |  |   | 1,900   |  |   | 394    |  | 1996      |  | Dec-96
|Vacaville, CA              |   | 8,392  |     |   | 1,662  |  |   | 11,634  |  |   | 19     |  |   | 1,662  |  |   | 11,653  |  |   | 13,315  |  |   | 1,113  |  | 1998/2002 |  | Dec-01
|Vancouver, WA              |   |        | (3) |   | 100    |  |   | 2,785   |  |   |       |  |   | 100    |  |   | 2,785   |  |   | 2,885   |  |   | 639    |  | 1996      |  | Jun-96
|Waco, TX                   |   |       |     |   | 100    |  |   | 2,235   |  |   |       |  |   | 100    |  |   | 2,235   |  |   | 2,335   |  |   | 458    |  | 1997      |  | Jun-97
|Wahoo, NE                  |   |       |     |   | 100    |  |   | 2,318   |  |   |       |  |   | 100    |  |   | 2,318   |  |   | 2,418   |  |   | 465    |  | 1997      |  | Jul-97
|Walla Walla, WA            |   | 6,300  | (3) |   | 100    |  |   | 1,940   |  |   |       |  |   | 100    |  |   | 1,940   |  |   | 2,040   |  |   | 457    |  | 1996      |  | Apr-96
|Watauga, TX                |   |       |     |   | 100    |  |   | 1,668   |  |   |       |  |   | 100    |  |   | 1,668   |  |   | 1,768   |  |   | 340    |  | 1996      |  | Aug-97
|Wetherford, OK             |   |       |     |   | 100    |  |   | 1,669   |  |   | 592    |  |   | 100    |  |   | 2,261   |  |   | 2,361   |  |   | 443    |  | 1996      |  | Aug-97
|Wheelersburg, OH           |   |       |     |   | 100    |  |   | 2,435   |  |   |       |  |   | 100    |  |   | 2,435   |  |   | 2,535   |  |   | 477    |  | 1997      |  | Sep-97
|Wichita Falls, TX          |   |       |     |   | 100    |  |   | 1,850   |  |   |       |  |   | 100    |  |   | 1,850   |  |   | 1,950   |  |   | 404    |  | 1996      |  | Dec-96
|Wichita Falls, TX          |   |       |     |   | 100    |  |   | 2,750   |  |   |       |  |   | 100    |  |   | 2,750   |  |   | 2,850   |  |   | 539    |  | 1997      |  | Sep-97
|Worthington, OH            |   |        | (7) |   |       |  |   | 6,102   |  |   |       |  |   |       |  |   | 6,102   |  |   | 6,102   |  |   | 483    |  | 1993      |  | Dec-01
|Worthington, OH            |   |        | (7) |   |       |  |   | 3,402   |  |   |       |  |   |       |  |   | 3,402   |  |   | 3,402   |  |   | 298    |  | 1995      |  | Dec-01
|York, NE                   |   |       |     |   | 100    |  |   | 2,318   |  |   |       |  |   | 100    |  |   | 2,318   |  |   | 2,418   |  |   | 465    |  | 1997      |  | Aug-97
|                           |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |  
|Assisted Living Residences |   | 74,245 |     |   | 13,265 |  |   | 263,505 |  |   | 4,300  |  |   | 13,265 |  |   | 267,805 |  |   | 281,070 |  |   | 47,059 |  |           |  |       
|                           |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |  
|Schools                    |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |   |         |  |   |        |  |           |  |       
|Trenton, NJ                |   |       |     |   | 100    |  |   | 6,000   |  |   | 3,170  |  |   | 100    |  |   | 9,170   |  |   | 9,270   |  |   | 1,738  |  | 1930/1998 |  | Dec-98
|                           |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |  
|Schools                    |   |       |     |   | 100    |  |   | 6,000   |  |   | 3,170  |  |   | 100    |  |   | 9,170   |  |   | 9,270   |  |   | 1,738  |  |           |  |       
|                           |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |  
|                           | $ | 85,250 |     | $ | 26,501 |  | $ | 421,303 |  | $ | 21,313 |  | $ | 26,501 |  | $ | 442,616 |  | $ | 469,117 |  | $ | 83,369 |  |           |  |       
|                           |   |        |     |   |        |  |   |         |  |   |        |  |   |        |  |   |         |  |  

---

85

---



Activity for the years ended December 31, 2002, 2003 and 2004 is as follows:

|                             |                                                                         | Real Estate & Equipment |         | Accumulated
Depreciation |  
|---------------------------- | ----------------------------------------------------------------------- | ----------------------- | ------- | ------------------------ | -
|Balance at December 31, 2001 |                                                                         | $                       | 496,124 |                          | $
|                             | Additions                                                               |                         |         | 2,893                    |  
|                             | Conversion of mortgage loans into owned properties                      |                         |         | 3,967                    |  
|                             | Impairment Charges                                                      |                         |         | (1,710                   | )
|                             | Cost of real estate sold                                                |                         |         | (31,618                  | )
|                             |                                                                         |                         |         |                          |  
|Balance at December 31, 2002 |                                                                         | $                       | 469,656 |                          | $
|                             | Additions                                                               |                         |         | 2,075                    |  
|                             | Additions purchased from Center Healthcare, Inc.                        |                         |         | 1,612                    |  
|                             | Cost of real estate sold                                                |                         |         | (17,342                  | )
|                             |                                                                         |                         |         |                          |  
|Balance at December 31, 2003 |                                                                         | $                       | 456,001 |                          | $
|                             | Additions                                                               |                         |         | 9,541                    |  
|                             | Conversion of mortgage loans into owned properties                      |                         |         | 9,492                    |  
|                             | Increase due to step up in basis resulting from partnership conversions |                         |         | 2,288                    |  
|                             | Cost of real estate sold                                                |                         |         | (8,205                   | )
|                             |                                                                         |                         |         |                          |  
|Balance at December 31, 2004 |                                                                         | $                       | 469,117 |                          | $
|                             |                                                                         |                         |         |                          |  

86

---





LTC PROPERTIES, INC.        SCHEDULE IV        MORTGATE LOANS ON REAL ESTATE        (dollars in thousands)

|        |  |    |  |       |     |                |  |             |  |   |        |  |   |       |  |   |         | Principal
Amount
of Loans
Subject to
Delinquent
Principal or
Interest
|------- |  | -- |  | ----- | --- | -------------- |  | ----------- |  | - | ------ |  | - | ----- |  | - | ------- | ---------------------------------------------------------------------
|
|
|
|
|FL      |  | 3  |  | 256   |     | 11.00%         |  | 2009        |  | $ | 6,557  |  | $ | 37    |  | $ | 6,850   |                                                                      
|TX      |  | 5  |  | 583   |     | 12.50%         |  | 2011        |  |   | 904    |  |   | 90    |  |   | 8,000   |                                                                      
|OH      |  | 1  |  | 150   |     | 10.99%         |  | 2006        |  |   | 4,546  |  |   | 51    |  |   | 5,200   |                                                                      
|MN      |  | 1  |  | 0     |     | 6.00%          |  | 2019        |  |   | 3,751  |  |   | 19    |  |   | 3,751   |                                                                      
|TX      |  | 1  |  | 140   |     | 11.00%         |  | 2007        |  |   | 3,633  |  |   | 36    |  |   | 3,710   |                                                                      
|NE      |  | 1  |  | 47    |     | 12.15%         |  | 2008        |  |   | 3,038  |  |   | 34    |  |   | 3,243   |                                                                      
|CA      |  | 1  |  | 212   |     | 10.78%         |  | 2018        |  |   |       |  |   | 35    |  |   | 3,500   |                                                                      
|FL      |  | 1  |  | 94    |     | 10.65%         |  | 2007        |  |   | 2,853  |  |   | 32    |  |   | 3,290   |                                                                      
|NE      |  | 1  |  | 44    |     | 12.14%         |  | 2008        |  |   | 2,844  |  |   | 31    |  |   | 3,036   |                                                                      
|FL      |  | 1  |  | 191   |     | 12.38%         |  | 2017        |  |   |       |  |   | 50    |  |   | 4,500   |                                                                      
|CA      |  | 1  |  | 151   |     | 10.53%         |  | 2018        |  |   |       |  |   | 32    |  |   | 3,171   |                                                                      
|Various |  | 33 |  | 3,379 |     | 9.63% - 12.62% |  | 2005 - 2019 |  |   | 34,711 |  |   | 597   |  |   | 56,550  |                                                                      
|        |  |    |  |       |     |                |  |             |  |   |        |  |   |       |  |   |         |                                                                      
|        |  | 50 |  | 5,247 | (3) |                |  |             |  | $ | 62,837 |  | $ | 1,044 |  | $ | 104,801 |                                                                      
|        |  |    |  |       |     |                |  |             |  |   |        |  |   |       |  |   |         |                                                                      

---

# of Loans

Original loan amounts20

$   247 - $  2,00013

$2,001 - $  3,0007

$3,001 - $  4,0001

$4,001 - $  5,0001

$5,001 - $  6,0001

$6,001 - $  7,0001

$7,001 - $11,250


Activity for the years ended December 31, 2002, 2003 and 2004 is as follows:

Balance at 2001

$
93,611Conversion of notes to owned properties


(3,832
)(1)Conversion of other notes to mortgage notes


518Impairment charges


(1,600
)Collections of principal


(6,022
)Balance at 2002

$
82,675Conversion of notes to owned properties


Investment in real estate mortgages


1,707Impairment charges


(31
)Collections of principal


(12,886
)Balance at 2003

$
71,465Conversion of notes to owned properties


(9,277
)Conversion of other notes to mortgage notes


3,751Conversion of REMIC certificates to loans


12,025Investment in real estate mortgages


22,817Impairment charges


Mortgage premium


(60
)Collections of principal


(9,843
)Balance at 2004

$
90,878


---

87

---





LTC PROPERTIES, INC.

INDEX TO EXHIBITS

(Item 15(b))

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Amended and Restated Articles of Incorporation of LTC Properties, Inc. (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.'s Current Report on Form 8-K dated June 19, 1997)                                                                                                                                                              
|3.2            |  | Amended and Restated By-Laws of LTC Properties, Inc. (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.'s Form 10-Q for the quarter ended June 30, 1996)                                                                                                                                                                                 
|3.3            |  | Articles of Amendment of LTC Properties, Inc. (incorporated by reference to Exhibit 3.3 to LTC Properties, Inc.'s Current Report on Form 8-K dated June 19, 1997)                                                                                                                                                                                       
|3.4            |  | Certificate of Amendment to Amended and Restated Bylaws of LTC Properties, Inc. (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30,
1998)                                                                                                                             
|3.5            |  | Articles Supplementary Classifying 2,000,000 Shares of 8.5% Series C Cumulative Convertible Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 3.2 to LTC Properties, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998)                                                                         
|3.6            |  | Articles Supplemental reclassifying 5,000,000 shares of Common Stock into Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.'s Registration Statement on Form S-3 filed
June 27, 2003)                                                                                                           
|3.7            |  | Certificate of Amendment to Amended and Restated Bylaws of LTC Properties, Inc. (incorporated by reference to Exhibit 3.10 to LTC Properties, Inc.'s Registration Statement on Form S-3, Amendment No. 2 filed August 29,
2003)                                                                                                                         
|3.8            |  | Articles Supplementary Classifying 2,200,000 shares of 8.5% Series E Cumulative Convertible Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 3.2 to LTC Properties, Inc.'s Registration Statement on
Form 8-K filed September 16, 2003)                                                                                    
|3.9            |  | Articles Supplementary Classifying 4,000,000 shares of 8.0% Series F Cumulative Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Current Report on Form 8-K filed
February 19, 2004)                                                                                                         
|3.10           |  | Articles Supplementary Reclassifying 40,000 Shares of Series D Junior Participating Preferred Stock into unclassified shares of Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 4.1 to LTC Properties,
 Inc.'s Current Report on Form 8-K filed on March 19, 2004)                                                        
|3.11           |  | Articles Supplementary Reclassifying 3,080,000 Shares of 9.5% Series A Cumulative Preferred Stock and 2,000,000 Shares of 9% Series B Cumulative Preferred Stock into unclassified shares of Preferred Stock of LTC Properties, Inc.
(incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.'s Form 10-Q for the quarter ended March 31, 2004)
|3.12           |  | Articles of Amendment replacing Section 7.1 regarding authorized shares of stock of LTC Properties, Inc. (incorporated by reference to Exhibit 3.12 to LTC Properties, Inc.'s Form 10-Q for the quarter ended July 31,
2004)                                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                                         

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|3.13 |  | Articles Supplementary Classifying an Additional 2,640,000 shares of 8.0% Series F Cumulative Preferred Stock of LTC Properties, Inc. (incorporated by reference to Exhibit 3.13 to LTC Properties, Inc.'s Form 10-Q for the
quarter ended July 31, 2004)                                                                                                                                                                                                                                                   
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.14 |  | Certificate of Correction to Articles of Amendment filed on June 24, 2004. (incorporated by reference to Exhibit 3.14 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                                                                                                                         
|4.1  |  | Rights Agreement dated as of May 2, 2000 (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Registration Statement on Form 8-A filed on May 9, 2000)                                                                                                                                                                                                                                                                                                                                       
|4.2  |  | Amendment No. 1 to Rights Agreement dated as of March 19, 2004 (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Current Report on Form 8-K filed on March 19, 2004)                                                                                                                                                                                                                                                                                                                      
|4.3  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners I, L.P. and Exchange Rights Agreement dated June 30, 1995 (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Form S-3 filed on May 28,
 2004)                                                                                                                                                                                                                                                                        
|4.4  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners II, L.P. and Exchange Rights Agreement dated May 1, 1996 (incorporated by reference to Exhibit 4.2 to LTC Properties, Inc.'s Form S-3 filed on May 28,
2004)                                                                                                                                                                                                                                                                          
|4.5  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners III, L.P. and Exchange Rights Agreement dated January 30, 1996 (incorporated by reference to Exhibit 4.3 to LTC Properties, Inc.'s Form S-3 filed on
May 28, 2004)                                                                                                                                                                                                                                                                    
|4.6  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners IV, L.P. and Exchange Rights Agreement dated January 30, 1996 (incorporated by reference to Exhibit 4.4 to LTC Properties, Inc.'s Form S-3 filed on
May 28, 2004)                                                                                                                                                                                                                                                                     
|4.7  |  | Amendment to Agreement of Limited Partnership dated January 1, 1999 and Amendment No. 1 to Amended and Restated Agreement of Limited Partnership dated January 30, 1998 and Amended and Restated Agreement of Limited Partnership of LTC
Partners V, L.P. dated June 13, 1996 and Amendment No. 1 to Exchange Rights Agreement dated January 30, 1998 and Exchange Rights Agreement dated June 14, 1996 (incorporated by reference to Exhibit 4.5 to LTC Properties,
 Inc.'s Form S-3 filed on May 28, 2004)
|4.8  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners VI, L.P. and Exchange Rights Agreement dated June 14, 1996 (incorporated by reference to Exhibit 4.6 to LTC Properties, Inc.'s Form S-3 filed on
May 28, 2004)                                                                                                                                                                                                                                                                        
|4.9  |  | Amended and Restated Agreement of Limited Partnership of LTC Partners VII, L.P. dated June 14, 1996 and Amendment No. 1 to Exchange Rights Agreement dated January 30, 1998 and Exchange Rights Agreement dated June 14, 1996
(incorporated by reference to Exhibit 4.7 to LTC Properties, Inc.'s Form S-3 filed on May 28, 2004)                                                                                                                                                                           
|4.10 |  | Amended and Restated Agreement of Limited Partnership of LTC Partners IX, L.P. and Exchange Rights Agreement dated February 11, 1998 (incorporated by reference to Exhibit 4.8 to LTC Properties, Inc.'s Form S-3 filed on
May 28, 2004)                                                                                                                                                                                                                                                                    
|     |  | Certain instruments defining the rights of holders of long-term debt securities are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such
instruments.                                                                                                                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|10.1  |  | Pooling and Servicing Agreement, dated as of July 20, 1993, among LTC REMIC Corporation, as depositor, Bankers Trust Company, as Master Servicer, LTC Properties, Inc., as Special Servicer and originator and Union Bank, as trustee
(incorporated by reference to Exhibit 10.11 to LTC Properties, Inc.'s Form 10-K for the year ended December 31, 1994)                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Pooling and Servicing Agreement, dated as of November 1, 1994, among LTC REMIC Corporation, as depositor, Bankers Trust Company, as Master Servicer, LTC Properties, Inc., as Special Servicer and originator and Marine Midland Bank, as
trustee (incorporated by reference to Exhibit 10.13 to LTC Properties, Inc.'s Form 10-K dated December 31, 1994)                                                                                                                                                                                         
|10.3  |  | Amended Deferred Compensation Plan (incorporated by reference to Exhibit 10.17 to LTC Properties, Inc.'s Form 10-K for the year ended December 31, 1995)                                                                                                                                                                                                                                                                                                                                                                                           
|10.4  |  | Pooling and Servicing Agreement dated as of March 1, 1996, among LTC REMIC Corporation, as depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, LTC Properties, Inc., as Special Servicer and Originator, LaSalle National Bank,
as Trustee and ABN AMRO Bank, N.V., as fiscal agent (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Form 10-Q for the quarter ended March 31, 1996)                                                                                                                          
|10.5  |  | Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10.22 to LTC Properties, Inc.'s Form 10-K for the year ended December 31, 1996)                                                                                                                                                                                                                                                                                                                                                                                  
|10.6  |  | Subservicing Agreement dated as July 20, 1993 by and between Bankers Trust Company, as Master Servicer and LTC Properties, Inc., as Special Servicer (incorporated by reference to Exhibit 10.25 to LTC Properties, Inc.'s
Form 10-K/A for the year ended December 31, 1996)                                                                                                                                                                                                                                                                       
|10.7  |  | Custodial Agreement dated as of July 20, 1993 by and among Union Bank, as Trustee, LTC REMIC Corporation, as Depositor, and Bankers Trust Company as Master Servicer and Custodian (incorporated by reference to Exhibit 10.26 to LTC Properties,
 Inc.'s Form 10-K/A for the year ended December 31, 1996)                                                                                                                                                                                                                                        
|10.8  |  | Form of Certificates as Exhibit as filed herewith to the Pooling and Servicing Agreement dated as of July 20, 1993 among LTC REMIC Corporation, as Depositor, Bankers Trust Company, as Master Servicer, LTC Properties, Inc. as Special
Servicer and Originator and Union Bank as Trustee (incorporated by reference to Exhibit 10.11 to LTC Properties, Inc.'s Form 10-K for the year ended December 31, 1994)                                                                                                                                   
|10.9  |  | Form of Certificates, Form of Custodial Agreement and Form of Subservicing Agreement as Exhibits as filed herewith to the Pooling and Servicing Agreement dated as of November 1, 1994 among LTC REMIC Corporation, as Depositor, Bankers Trust
Company, as Master Servicer, LTC Properties, Inc. as Special Servicer and Originator and Marine Midland Bank as Trustee (incorporated by reference to Exhibit 10.13 to LTC Properties, Inc.'s Form 10-K for the year ended
December 31, 1994)                                                      
|10.10 |  | Form of Certificates, Form of Custodial Agreement and Form of Subservicing Agreement as Exhibits as filed herewith to the Pooling and Servicing Agreement dated as of March 1, 1996 among LTC REMIC Corporation, as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer, LTC Properties, Inc. as Special Servicer and Originator and LaSalle National Bank as Trustee and ABN AMRO Bank N.V., as Fiscal Agent (incorporated by reference to Exhibit 10.1 to LTC Properties,
 Inc.'s Form 10-Q for the quarter ended March 31, 1996)
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|10.11 |  | Subservicing Agreement dated as of May 14, 1998, by and between GMAC Commercial Mortgage Corporation, as Master Servicer, LTC Properties, Inc. as Subservicer (incorporated by reference to Exhibit 10.3 to LTC Properties, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)                   
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | Pooling and Servicing Agreement dated as of April 20, 1998 among LTC REMIC IV Corporation, LaSalle National Bank and LTC Properties, Inc. (incorporated by reference to Exhibit 10.4 to LTC Properties, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998)                                       
|10.13 |  | LTC Properties, Inc. 1998 Equity Participation Plan (incorporated by reference to Exhibit 10.28 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998)                                                                                                                                   
|10.14 |  | Second Amended and Restated Employment Agreement between Andre C. Dimitriadis and LTC Properties, Inc. dated March 26, 1999 (incorporated by reference to Exhibit 10.28 to LTC Properties, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998), as amended by Amendment No. 1 thereto dated June 23, 2000
|10.15 |  | Amended and Restated Employment Agreement between Wendy L. Simpson and LTC Properties, Inc. dated April 10, 2000, as amended by Amendment No. 1 thereto dated June 23, 2000 (incorporated by reference to Exhibit 10.22 to
LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000)           
|10.16 |  | Promissory Note dated January 1, 2000, executed by Andre C. Dimitriadis in favor of LTC Properties, Inc. (incorporated by reference to Exhibit 10.23 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000)                                                                              
|10.17 |  | Promissory Note dated January 1, 2000, executed by Wendy L. Simpson in favor of LTC Properties, Inc. (incorporated by reference to Exhibit 10.25 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000)                                                                                  
|10.18 |  | Promissory Note dated January 1, 2000, executed by Christopher T. Ishikawa in favor of LTC Properties, Inc. (incorporated by reference to Exhibit 10.26 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2000)                                                                           
|10.19 |  | Promissory Note dated January 1, 2000, executed by Edmund C. King in favor of LTC Properties, Inc. (incorporated by reference to Exhibit 10.27 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000)                                                                                    
|10.20 |  | Promissory Note dated January 1, 2000, executed by Sam Yellen in favor of LTC Properties, Inc. (incorporated by reference to Exhibit 10.28 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000)                                                                                        
|10.21 |  | Senior Secured Revolving Credit Agreement dated October 31, 2000 (incorporated by reference to Exhibit 10.29 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000)                                                                                                                      
|10.22 |  | First Amendment to Revolving Credit Agreement dated March 23, 2001 (incorporated by reference to Exhibit 10 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)                                                                                                                    
|10.23 |  | Second Amendment to Revolving Credit Agreement dated May 29, 2001 (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                              

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|10.24 |  | Secured Term Loan with Heller Healthcare Financial, Inc. dated June 29, 2001 (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30,
2001)                                                                                                             
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.25 |  | Second Amended and Restated Promissory Note with LTC Healthcare, Inc. dated June 8, 2001 (incorporated by reference to Exhibit 10.3 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30,
2001)                                                                                                 
|10.26 |  | Security Agreement with LTC Healthcare, Inc. dated June 8, 2001 (incorporated by reference to Exhibit 10.4 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)                                                                                                                          
|10.27 |  | Form of Individual Indemnity Agreements between LTC Properties and Andre Dimitriadis; Christopher Ishikawa; Julia Kopta; Wendy Simpson; Bary Bailey and Steven Stuart dated March 18, 2001 (incorporated by reference to Exhibit 10.34 to LTC
Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001)
|10.28 |  | Employment Agreement between Alex J. Chavez and LTC Properties, Inc. dated September 4, 2001 (incorporated by reference to Exhibit 10.35 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31,
 2001)                                                                                             
|10.29 |  | Promissory Note between LTC Properties, Inc. and Healthcare Holdings, Inc. dated December 31, 2001 (incorporated by reference to Exhibit 10.36 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2001)                                                                                        
|10.30 |  | Security Agreement between LTC Properties, Inc. and Healthcare Holdings, Inc. dated December 31, 2001 (incorporated by reference to Exhibit 10.37 to LTC Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2001)                                                                                     
|10.31 |  | Promissory Note dated January 30, 2002 between LTC Properties, Inc. and LTC-Fort Tucum, Inc. (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002)                                                                                             
|10.32 |  | Security Agreement dated January 30, 2002 between LTC Properties, Inc. and LTC-Fort Tucum, Inc. (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002)                                                                                          
|10.33 |  | Stock Purchase Agreement dated January 30, 2002 between LTC Properties, Inc. and LTC-Fort Tucum, Inc. (incorporated by reference to Exhibit 10.3 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002)                                                                                    
|10.34 |  | First Amendment to Second Amended and Restated Promissory Note dated October 1, 2002 between LTC Properties, Inc. and CLC Healthcare, Inc. (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2002)                                          
|10.35 |  | Purchases, Warranties, Participation and Servicing Agreement dated August 1, 2002 between Beal Bank, SSB and LTC BBCO, Inc. (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002)                                                         
|10.36 |  | Amended and Restated Promissory Note between LTC Properties, Inc. and Healthcare Holdings, Inc. dated July 9, 2003 (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003)                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                  

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|10.37 |  | Amended and Restated Security Agreement between LTC Properties, Inc. and Healthcare Holdings, Inc. dated July 9, 2003 (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003)                                                                                                                                       
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.38 |  | Second Amendment to Second Amended and Restated Promissory Note between LTC Properties, Inc. and CLC Healthcare, Inc. dated September 30, 2003 (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003)                                                                                                         
|10.39 |  | Credit Agreement dated as of December 26, 2003 among LTC Properties, Inc. and Bank of Montreal, Chicago Branch, as Administrative Agent, Harris Nesbitt Corp. as Co-Lead Arranger and Book Manager and Key Corporate Capital, Inc. as
Co-Lead Arranger and Syndication Agent (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Current Report on Form 8-K dated January 26, 2004)
|10.40 |  | Amended and Restated Employment Agreement of Wendy Simpson dated March 9, 2004 (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Form 10-Q for the quarter ended March 31, 2004)                                                                                                                                                                                                 
|10.41 |  | Amended and Restated Employment Agreement of Alex Chavez dated March 9, 2004 (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Form 10-Q for the quarter ended March 31, 2004)                                                                                                                                                                                                   
|10.42 |  | The 2004 Stock Option Plan (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Form S-8 dated May 25, 2004)                                                                                                                                                                                                                                                                         
|10.43 |  | The 2004 Restricted Stock Plan (incorporated by reference to Exhibit 4.1 to LTC Properties, Inc.'s Form S-8 dated May 25, 2004)                                                                                                                                                                                                                                                                     
|10.44 |  | Employment Agreement of Pamela Shelley-Kessler dated August 9, 2004 (incorporated by reference to Exhibit 10.1 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                        
|10.45 |  | Employment Agreement of Peter Lyew dated August 9, 2004 (incorporated by reference to Exhibit 10.2 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                                    
|10.46 |  | Employment Agreement of Clint Malin dated August 9, 2004 (incorporated by reference to Exhibit 10.3 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                                   
|10.47 |  | First Amendment to Credit Agreement dated September 17, 2004 (incorporated by reference to Exhibit 10.4 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                               
|10.48 |  | Second Amendment to Credit Agreement dated October 5, 2004 (incorporated by reference to Exhibit 10.5 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                                 
|10.49 |  | Amended Restated and Consolidated Promissory Note dated October 1, 2004 (incorporated by reference to Exhibit 10.6 to LTC Properties, Inc.'s Form 10-Q for the quarter ended September 30, 2004)                                                                                                                                                                                                    
|10.50 |  | Form of Stock Option Agreement under the 2004 Stock Option Plan                                                                                                                                                                                                                                                                                                                                     
|10.51 |  | Form of Restricted Stock Agreement under the 2004 Restricted Stock Plan                                                                                                                                                                                                                                                                                                                             
|21.1  |  | List of subsidiaries                                                                                                                                                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                     

93

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|24.1 |  | Powers of Attorney (included on signature page)                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.1 |  | Consent of Ernst & Young LLP with respect to the financial information of the Company                                                                                                                                                 
|31.1 |  | Certification of the Chief Executive Officer of LTC Properties, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|31.2 |  | Certification of the Chief Financial Officer of LTC Properties, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|32   |  | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002 (furnished herewith).                                                                                                        

94

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LTC PROPERTIES, INC.        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                         |  | LTC Properties, Inc.
Registrant
|------------------------ |  | -------------------------------
|Dated: February 28, 2005 |  |                                
|                         |  | By:                            
|                         |  |                                
|                         |  |                                

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andre C. Dimitriadis and Wendy L. Simpson, and each of
them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead, in any and all capacities, to do any
and all things
and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and
Exchange Commission in connection with the Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he might or could do in person, and
hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|/s/ANDRE C. DIMITRIADISAndre C. Dimitriadis |  | Chairman of the Board, President,
Chief Executive Officer and Director (Principal Executive Officer) |  | February 28, 2005
|------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | -----------------
|/s/WENDY L. SIMPSONWendy L. Simpson         |  | Vice Chairman, Chief Financial Officer,
Treasurer and Director                                       |  | February 28, 2005
|/s/BOYD HENDRICKSONBoyd Hendrickson         |  | Director                                                                                             |  | February 28, 2005
|/s/EDMUND C. KINGEdmund C. King             |  | Director                                                                                             |  | February 28, 2005
|/s/TIMOTHY J. TRICHETimothy Triche          |  | Director                                                                                             |  | February 28, 2005
|/s/SAM YELLENSam Yellen                     |  | Director                                                                                             |  | February 28, 2005

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