<PAGE>
===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459
                                   ----------

                                    FORM 10-Q
           (Mark One)
              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Transition period from ____ to ____

                         Commission file number 1-14151

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

                   Nevada                                       91-1895305
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)

                         300 Esplanade Drive, Suite 1865
                            Oxnard, California 93030
                    (Address of principal executive offices)

                                 (805) 981-8659
              (Registrant's telephone number, including area code)


         Indicate by check mark whether Registrant (1) has filed all reports 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 Registrant was required
to file such re ports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  X   No
                      ---     ---

Shares of Registrant's common stock, $.01 par value, outstanding at May 5, 2000
- 2,131,926 (excludes Treasury Shares of 1,203,956)

===============================================================================

<PAGE>

                              LTC HEALTHCARE, INC.


                                    FORM 10-Q

                                 MARCH 31, 2000


                                      INDEX

<TABLE>
<CAPTION>

PART I -- FINANCIAL INFORMATION                                                  PAGE
                                                                                ------
<S>                                                                              <C>
  Item 1.  Financial Statements

           Consolidated Balance Sheets........................................... 3
           Consolidated Statement of Operations ................................. 4
           Consolidated Statement of Cash Flows ................................. 5
           Notes to Consolidated Financial Statements ........................... 6

  Item 2.  Management's Discussion and
           Analysis of Financial Condition and Results of Operations ............10

PART II -- OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K .....................................12

</TABLE>

                                     2

<PAGE>

                              LTC HEALTHCARE, INC.
                           CONSOLIDATED BALANCE SHEETS

                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                            MARCH 31,               DECEMBER 31,
                                                                              2000                      1999
                                                                          -------------             ---------------
                                                                           (Unaudited)
                                                                            ---------
ASSETS
<S>                                                                        <C>                      <C>
Current Assets:
  Cash and cash equivalents                                                    $  1,967                  $      424
  Accounts receivable, net of allowance for doubtful
     accounts: 2000 - $809;  1999 - $313                                         12,095                       6,131
  Prepaid expenses and other current assets                                       2,324                         815
                                                                          -------------             ---------------
         Total current assets                                                    16,386                       7,370
Property and Equipment:
  Buildings, improvements and equipment                                          49,805                      48,928
  Land                                                                            2,246                       2,246
  Accumulated depreciation                                                      (5,988)                     (5,580)
                                                                          -------------             ---------------
         Property and equipment, net                                             46,063                      45,594
Other Assets:
  Equity securities                                                               1,090                       1,703
  Debt securities                                                                11,568                      11,013
  Other assets                                                                      799                         694
                                                                          -------------             ---------------
         Total other assets                                                      13,457                      13,410
                                                                          -------------             ---------------
    Total assets                                                               $ 75,906                  $   66,374
                                                                          =============             ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Accounts payable                                                             $  1,827                  $    1,549
  Accrued salaries and benefits                                                   2,755                       1,272
  Current portion of mortgage loans payable                                         643                         626
  Other accrued liabilities                                                       4,082                       3,775
                                                                          -------------             ---------------
         Total current liabilities                                                9,307                       7,222
Mortgage Loans Payable                                                           46,727                      46,898
Line of Credit from LTC Properties                                               17,543                       6,337
                                                                          -------------             ---------------
    Total liabilities                                                            73,577                      60,457

Minority Interest                                                                 3,518                       3,518
Commitments and Contingencies

Stockholders' Equity (Deficit):
  Preferred stock $0.01 par value; 10,000,000 shares authorized                       -                           -
  Common stock $0.01 par value; 40,000,000 shares authorized;
     shares issued: 2000 - 3,335,882; 1999 - 3,335,882                               33                          33
  Capital in excess of par value                                                 10,224                      10,224
  Treasury stock: shares 2000 - 887,556; 1999 - 881,556                         (2,123)                     (2,112)
  Accumulated deficit                                                           (6,814)                     (3,851)
  Accumulated comprehensive loss                                                (2,509)                     (1,895)
                                                                          -------------             ---------------
         Total stockholders' equity (deficit)                                   (1,189)                       2,399
                                                                          -------------             ---------------
    Total liabilities and stockholders' equity (deficit)                        $75,906                  $   66,374
                                                                          =============             ===============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                     3
<PAGE>

                              LTC HEALTHCARE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                      ------------------------------------------
                                                                            2000                       1999
                                                                      ----------------           ---------------
  Revenues:                                                              (UNAUDITED)
  <S>                                                                       <C>                         <C>
  Net patient revenues                                                        $21,197                    $    -
  Rental income                                                                 1,221                     1,772
  Interest and other income                                                       482                       704
                                                                     ----------------           ---------------
         Total revenues                                                        22,900                     2,476


Costs and Expenses:
  Salaries and benefits                                                         7,216                         -
  Supplies                                                                      1,242                         -
  Rent - LTC Properties, Inc.                                                   2,042                         -
  Interest expense                                                              1,024                     1,340
  Interest expense on line of credit from LTC Properties, Inc.                    293                       425
  Depreciation                                                                    406                       496
  Minority interest                                                                86                        86
  Other operating and administrative                                           13,554                       271
                                                                     -----------------          ----------------
            Total expenses                                                     25,863                     2,618

Loss before provision for income taxes                                         (2,963)                     (142)
Provision for income taxes                                                           -                        -
                                                                     -----------------          ----------------
Net loss                                                                      $(2,963)                   $(142)
                                                                     =================          ================

Weighted average shares outstanding                                             2,450                     2,848

Net Loss Per Common Share:
  Basic and diluted net loss per share                                        $ (1.21)                   $(.05)
                                                                     =================          ================

Comprehensive loss:
  Net loss                                                                    $(2,963)                   $(142)
  Unrealized loss on available-for-sale equity securities                        (614)                   (1,168)
                                                                      ----------------          -----------------
Total comprehensive loss                                                      $(3,577)                  $(1,310)
                                                                      ================          ================
</TABLE>

                             SEE ACCOMPANYING NOTES

                                     4
<PAGE>

                              LTC HEALTHCARE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                       ---------------------------------------
                                                                               2000                     1999
                                                                       -------------------        ----------------
OPERATING ACTIVITIES:
<S>                                                                          <C>                       <C>
  Net loss                                                                       $(2,963)                $   (142)
  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
    Depreciation                                                                     406                      496
    Other non-cash items                                                             (31)                     (30)
  Increase in accounts receivable, net                                            (4,344)                       -
  Increase in prepaid expenses and other assets                                   (2,835)                       -
  Decrease in accounts payable                                                      (304)                       -
  Increase in accrued salaries and benefits                                         1,483                       -
  Increase in accrued expenses and other liabilities                                1,054                     (53)
                                                                          ---------------         ---------------
            Net cash provided by (used in) operating activities                    (7,534)                    271
INVESTING ACTIVITIES:
  Purchase of LTC Properties' bonds                                                  (521)                      -
  Property and equipment additions                                                   (877)                      -
  Other                                                                                80                     (81)
                                                                          ---------------        ----------------
            Net cash used in investing activities                                  (1,318)                    (81)
FINANCING ACTIVITIES:
  Advances under line of credit from LTC Properties                                11,206                   3,479
  Payments on line of credit from LTC Properties                                        -                  (2,335)
  Principal payments on notes and mortgage loans payable                             (801)                   (714)
  Repurchase of common stock                                                          (10)                 (1,311)
                                                                          ---------------        ----------------
            Net cash provided by (used in) financing activities                    10,395                    (881)
                                                                          ---------------        ----------------
Increase (decrease) in cash and cash equivalents                                    1,543                    (691)
Cash and cash equivalents, beginning of period                                        424                   1,012
                                                                          ---------------        ----------------
Cash and cash equivalents, end of period                                         $  1,967                $    321
                                                                          ===============        ================

Supplemental disclosure of cash flow information:
        Interest paid                                                            $  1,025                $    979

Non-cash investing and financing activities:
Non-cash acquisition of working capital                                          $    581                       -
Purchase of mortgage loans receivable with a non-recourse note payable                  -                $ 13,691

</TABLE>

                             SEE ACCOMPANYING NOTES

                                     5

<PAGE>

                              LTC HEALTHCARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       THE COMPANY

LTC Healthcare, Inc. (the "Company"), a Nevada corporation, was incorporated on
March 20, 1998 and began operations on March 25, 1998. The Company was
originally a preferred stock subsidiary of LTC Properties, Inc. ("LTC
Properties"), a real estate investment trust. On September 30, 1998,
concurrently with the conversion of all shares of Company non-voting common
stock held by LTC Properties into voting common stock of the Company, LTC
Properties completed the spin-off of Company common stock through a taxable
dividend to holders of LTC Properties common stock, convertible subordinated
debentures and Series C Preferred Stock (the "Distribution"). Upon completion of
the Distribution, the Company began operating as a separate public company.

The principal business of the Company is providing long-term healthcare
services through the operation of nursing facilities. On January 1, 2000 the
Company leased five additional nursing facilities from LTC Properties and
began operating the facilities as of such date. In addition, on January 1,
2000 the Company began operating eight facilities pursuant to a management
agreement. In connection with the commencement of operations at five nursing
facilities on January 1, 2000, the Company purchased $1,620,000 of accounts
receivable, $90,000 of prepaid and other assets and $5,000 of cash. In
addition, the Company assumed $584,000 of accounts payable and $550,000 of
accrued liabilities. In connection with this purchase, the Company was
obligated on a term loan of $581,000. At March 31, 2000, the Company operated
31 nursing facilities with 3,473 licensed beds and one rehabilitation
hospital with 84 beds. The facilities operated by the Company are located in
eight states (Florida, Georgia, Illinois, Iowa, Kansas, North Carolina,
Tennessee and Virginia) and are collectively referred to herein as nursing
facilities. In addition to the operation of nursing facilities, as of March
31, 2000, the Company owned six nursing facilities and four assisted living
facilities that were leased to third party operators under triple net leases.

The consolidated financial statements included herein have been prepared by the
Company without audit and in the opinion of management include all adjustments
(all of which were normal and re-occurring) necessary for a fair presentation of
the results of operations for the three months ended March 31, 2000 and 1999
pursuant to the rules and regulations of the Securities and Exchange Commission.
The accompanying consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and controlled partnerships. All
significant inter-company accounts and transactions have been eliminated in
consolidation. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations; however, the Company believes that the disclosures in the
accompanying financial statements are adequate to make the information presented
not misleading. These consolidated financial statements should be read along
with the Company's 1999 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. The results of operations for the three months ended March
31, 2000 are not necessarily indicative of the results for a full year.

2.       SEGMENT REPORTING

The Company has one operating segment, nursing operations. Nursing operations
include revenues generated by providing long-term healthcare services in nursing
facilities operated by the Company and rental income generated by leasing
long-term care facilities owned by the Company to third party operators. The
Company commenced operating nursing facilities on September 1, 1999. Prior to
September 1, 1999, the Company's revenues consisted primarily of rental income
from the ownership of long-term care facilities leased to third party operators.

                                     6
<PAGE>

                              LTC HEALTHCARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.       RELATED PARTIES

LTC Properties has provided the Company with a $20,000,000 unsecured line of
credit that bears interest at 10% and matures in March 2008. As of March 31,
2000 and December 31, 1999, $17,543,000 and $6,337,000, respectively, were
outstanding under the line of credit. For the three months ended March 31, 2000
and 1999, the Company recorded interest expense related to the unsecured line of
credit of $293,000 and $425,000, respectively.

The Company and LTC Properties entered into an administrative services agreement
under which LTC Properties will provide management and administrative services
to the Company. In exchange for those services, the Company is required to pay
LTC Properties 25% of the aggregate amount of all wages, salaries, bonuses and
rent for its corporate offices paid by LTC Properties each month. The
administrative services agreement expires in September 2008 but may be
terminated either by LTC Properties or the Company at any time upon 30 days
prior written notice. For the three months ended March 31, 2000 and 1999, the
Company reimbursed LTC Properties $175,000 and $173,000, respectively for
administrative and management advisory services as provided for under the
administrative services agreement. The administrative services fee is included
in other operating and administrative expenses.

As of March 31, 2000, the Company operated 30 nursing facilities that are owned
by LTC Properties. The Company recorded rental expense of approximately
$2,042,000 for properties owned by LTC Properties. As of March 31, 2000, the
Company had mortgage loans secured by eight nursing facilities with total
outstanding principal of $30,335,000 and a weighted average interest rate of
9.16% payable to LTC Properties' REMIC pools. One of the nursing facilities
securing the mortgage loans payable to LTC Properties' REMIC pools is operated
by the Company, one nursing facility is currently closed and will be opened and
operated by the Company upon the completion of capital improvements, and the
remaining six nursing facilities are leased to third party operators.

As of March 31, 2000, the Company owned 194,100 shares of LTC Properties common
stock. The Company purchased in the open market $560,000 face amount of LTC
Properties 8.5% convertible subordinated debentures due January 1, 2001 for
$521,000.

4.       DEBT AND EQUITY SECURITIES

The Company has Regent Assisted Living, Inc. ("Regent") Debentures that mature
on March 31, 2008 and bear interest at 7.5% and are convertible at $6.75 per
share. As of March 31, 2000 and December 31,1999, based on management's
estimates, the fair value of the Regent Debentures was approximately $5,100,000.

As of March 31, 2000 and December 31, 1999, the fair value of the Assisted
Living Concepts, Inc. ("ALC") convertible debentures, based on quoted market
prices, was approximately $1,800,000. As of March 31, 2000 and December 31, 1999
the ALC common stock was recorded at its fair value of $46,000 and $66,000,
respectively. Unrealized holding losses on changes in the fair value of the
Company's investment in ALC common stock of $20,000 and $295,000 are included in
comprehensive income for 2000 and 1999, respectively.

At March 31, 2000 and December 31, 1999, the Company's investment in LTC
Properties common stock was recorded at its fair value of $1,044,000 and
$1,638,000, respectively, in the accompanying balance sheets. Unrealized holding
losses on changes in the fair value of the Company's investment in LTC
Properties common stock of $594,000 and $873,000 are included as a comprehensive
loss for the three months ended March 31, 2000 and 1999, respectively. The
Company purchased in the open market $560,000 face amount of LTC Properties 8.5%
convertible subordinated debentures due January 1, 2001 for $521,000.

                                     7

<PAGE>

                              LTC HEALTHCARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.       LONG-TERM DEBT

LTC Properties has provided the Company with a $20,000,000 unsecured line of
credit that bears interest at 10% and matures in March 2008. As of March 31,
2000 and December 31, 1999, $17,543,000 and $6,337,000, respectively was
outstanding under the line of credit.

At March 31, 2000 and December 31, 1999, the Company had total outstanding
mortgage loans of $47,370,000 and $47,524,000, respectively with a weighted
average interest rate of 8.5%.

6.       CONTINGENCIES

The Company is not party to any legal proceedings, which in the opinion of
management, would have a material adverse affect on the Company's financial
position, results of operations or liquidity.

7.       STOCKHOLDERS' EQUITY

For the three months ended March 31, 2000 and 1999, the Company repurchased
6,000 and 487,904 shares, respectively, of its common stock in the open market
for an aggregate purchase price of approximately $10,300 and $1,311,000,
respectively. On April 13, 2000 the Company repurchased 316,400 shares of its
common stock in the open market for an aggregate purchase price of $317,000.

8.       CONCENTRATION OF CREDIT RISKS

As of March 31, 2000 and December 31, 1999, the Company's investment of
$8,500,000 in Regent's convertible subordinated debentures represented 11% and
13%, respectively, of the Company's total assets.

The Company has significant accounts receivable whose collectibility or
realizability is dependent upon the performance of certain government programs,
primarily Medicare and Medicaid.

The Company's financial position, results of operations and liquidity could
be adversely affected by financial difficulties experienced by Regent,
including bankruptcy, insolvency or general downturn in business. The Company
does not believe there are significant credit risks associated with the
government programs. The Company believes that an adequate provision has been
made for the possibility of accounts receivable proving uncollectible and
continually monitors and adjusts these reserves as necessary.

The following table contains summary information for Regent that was extracted
from public reports on file with the Securities and Exchange Commission. Regent
is a publicly traded company, and as such is subject to the filing requirements
of the Securities and Exchange Commission.


                                                  Twelve Months Ended
                                                      December 31,
                                                   1999          1998
                                                  -------      --------
                                                     (in thousands)
        REGENT
          Total assets                             $66,686      $66,274
          Total debt                                43,542       49,705
          Total stockholders' equity                (5,311)       4,255
          Total revenues                            54,089       30,419
          Loss before taxes                         (8,776)     (11,062)
          Net loss                                  (8,776)     (11,062)

                                     8

<PAGE>

                              LTC HEALTHCARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.       INCOME TAXES

SFAS No. 109 requires the reduction of the deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that a portion or all of the deferred tax asset will not be realized.
Sufficient taxable income must be generated in future years to realize the tax
benefit associated with the net deferred tax asset. The Company believes that
sufficient doubt exists as to whether future taxable income will be sufficient
to realize such tax benefits and, accordingly, a valuation allowance was
established against the deferred tax asset and no tax benefit was recorded.

10.      SUBSEQUENT EVENT

On April 13, 2000 the Company repurchased 316,400 shares of its common stock in
the open market for an aggregate purchase price of $317,000.


                                     9


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

OPERATING RESULTS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999

The Company was formed in March 1998 and was spun off by LTC Properties, Inc.
("LTC Properties") on September 30, 1998. The Company commenced nursing
operations on September 1, 1999; therefore, operating results for the three
months ended March 31, 2000 are not comparable with the same period in 1999. At
March 31, 2000, the Company operated 31 nursing facilities with a total of 3,473
licensed beds and one rehabilitation hospital with 84 beds and owned six nursing
facilities and four assisted living facilities that were leased to third party
operators. At March 31, 1999, the Company owned seven nursing and six assisted
living facilities that were leased to third party operators.

Total revenues for the three months ended March 31, 2000 increased to $
22,900,000 from $2,476,000 for the same period in 1999. Patient revenues of
$21,197,000 are attributable to the commencement of nursing operations in
September 1999. Rental income for the three months ended March 31, 2000
decreased $551,000 due to the sale of two assisted living facilities to LTC
Properties and the termination of a lease with one nursing facility offset by
the rental increases as provided for in the lease agreements.

Salaries and benefits of $7,216,000 and supplies of $1,242,000 for the three
months ended March 31, 2000 relate to the commencement of operating nursing
facilities and the start-up of the Company's management of nursing operations
previously managed by third-party management companies. As of March 31, 2000, 30
of the nursing facilities operated by the Company were leased from LTC
Properties and incurred rent expense of $2,042,000 under the related operating
leases.

Interest expense decreased by $316,000 for the three months March 31, 2000 as
compared to the same period in 1999 primarily as a result of a $362,000
reduction of interest expense related to obtaining a right of offset on a
mortgage note we purchased in which the interest costs on the related note
payable now offset the interest income. This was offset by a $46,000 increase in
interest expense, primarily as a result of our acquisition of one nursing
facility, which was purchased subject to a mortgage loan payable. Interest
expense on the line of credit with LTC Properties decreased from $425,000 for
the three months ended March 31, 1999 to $293,000 for the three months ended
March 31, 2000 due to the reduction in the average outstanding balance of the
line of credit for the three months ended March 31, 2000 as compared to the same
period in 1999.

The decrease of $90,000 in depreciation expense is primarily due to the sale of
two assisted living facilities to LTC Properties in October 1999. The increase
in other operating and administrative costs for the three months ended March 31,
2000 is the result of the commencement of nursing operations in September 1999.

No benefit for income taxes was recorded for the three months ended March 31,
2000 or 1999 since the Company believes that it is more likely than not that
future taxable income will not be sufficient to realize tax benefits associated
with net operating loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

LTC Properties has provided the Company with a $20,000,000 unsecured line of
credit that bears interest at an annual rate of 10% and matures in 2008. As of
March 31, 2000 the Company had borrowings outstanding under the unsecured line
of credit of $17,543,000. As of March 31, 2000, the Company had borrowing
capacity under the unsecured line of credit of $2,457,000. As of March 31, 2000,
cash and cash equivalents were $1,967,000 and the Company had net working
capital of $7,079,000.

                                     10

<PAGE>

Net cash used in operating activities for the three months ended March 31, 2000
was $7,534,000. The use of cash in operating activities is largely attributable
to the Company's commencement of operations at 13 facilities beginning January
1, 2000, which resulted in an increase in net working capital at March 31, 2000.

Net cash used in investing activities for the three months ended March 31, 2000
was $1,318,000. The Company purchased in the open market $560,000 face amount of
LTC Properties 8.5% convertible subordinated debentures due January 1, 2001 for
$521,000. The purchase of $877,000 of equipment for the three months ended March
31, 2000 was related primarily to the purchase of equipment and computer
software associated with the start-up of the Company's management of the nursing
operations previously managed by third party management companies.

Net cash provided by financing activities for the year ended March 31, 2000
was $10,395,000. During 2000, the Company utilized borrowings under the line
of credit of approximately $11,206,000 to repurchase shares of its common
stock, purchase the bonds of LTC Properties and to fund the working capital
requirements of the nursing homes operated by the Company. Payments of
$801,000 were made on notes and mortgage loans during the three months ended
March 31, 2000.

The Company anticipates that available cash and cash flow from operations and
borrowings under its line of credit will be adequate to meet its short-term
liquidity requirements. The ability of the Company to satisfy its long term
liquidity requirements will be dependent upon its future performance, which will
be subject to prevailing economic conditions and to financial, business,
economic and other factors beyond the Company's control. There can be no
assurance that future healthcare legislation or other efforts by governmental
and private payors to reduce healthcare costs will not have a material adverse
effect on the Company's results of operations, liquidity and financial position.
Currently, the Company has no other external sources of financing and the
Company has not received any commitment with respect to any funds needed in the
future. The Company expects to be able to access capital markets or to seek
other financing, but there can be no assurance that it will be able to do so at
all or in amounts or on terms acceptable to the Company.

INSURANCE

In the past, there have been several insurance companies that have written
coverage for general and professional liability of nursing facilities. However,
many of these companies no longer provide such coverage, making it difficult for
nursing facilities to obtain coverage. Further, when coverage is available, the
premium has increased significantly. The Company has recently received a notice
of cancellation from one of its insurance carriers, canceling coverage prior to
the annual termination period. Although the Company anticipates being able to
obtain adequate coverage, there can be no assurance any such coverage will be
obtained, but if the coverage is obtained, it is likely that the Company will
have to pay increased premiums.

STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

Certain information contained in this report includes forward looking
statements, which can be identified by the use of forward looking terminology
such as "may", "will", "expect", "should" or comparable terms or negatives
thereof. These statements involve risks and uncertainties that could cause
actual results to differ materially from those described in the statements.
These risks and uncertainties include (without limitation) the following: the
effect of economic and market conditions and changes in interest rates,
government policy relating to the health care industry including changes in
reimbursement levels under the Medicare and Medicaid programs, changes in
reimbursement by other third party payors, the financial strength of the
operators of the Company's facilities as it affects the continuing ability of
such operators to meet their obligations to the Company under the terms of the
Company's agreements with its borrowers and operators, the amount and the timing
of additional investments, access to capital markets and changes in tax laws and
regulations.

                                     11

<PAGE>


                                     PART II

                              LTC HEALTHCARE, INC.

                                OTHER INFORMATION

                                 MARCH 31, 2000



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

         27       Financial Data Schedule


         (b)      REPORTS ON FORM 8-K

                  No reports on Form 8-K were filed by the Company during the
                  three months ended March 31, 2000.



                                     12

<PAGE>


                                   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 Healthcare, Inc.
                                 Registrant


Dated: May 15, 2000              By:  /s/ JAMES J. PIECZYNSKI
                                 ----------------------------------------
                                          JAMES J. PIECZYNSKI
                                 President, Chief Financial Officer and Director


                                     13