	June 30, 2006			December 31, 2005			September 30, 2006			December 31, 2005
	(unaudited)						(unaudited)
ASSETS
Real Estate Investments:
Buildings and improvements, net of accumulated depreciation and amortization:2006 - $96,201; 2005 - $89,545	$	346,690		$	345,065
Buildings and improvements, net of accumulated depreciation and amortization: 2006 - $98,672; 2005 - $88,652							$	351,740		$	342,664
Land	33,650			33,376			35,048			32,956
Properties held for sale, net of accumulated depreciation and amortization: 2006 - $0; 2005 - $6,226	—			26,511
Properties held for sale, net of accumulated depreciation and amortization: 2006 - $0; 2005 - $7,119							—			29,332
Mortgage loans receivable, net of allowance for doubtful accounts: 2006 - $1,280 2005 - $1,280	125,912			148,052			118,243			148,052
Real estate investments, net	506,252			553,004			505,031			553,004
Other Assets:
Cash and cash equivalents	51,362			3,569			45,954			3,569
Debt issue costs, net	954			1,268			749			1,268
Interest receivable	3,446			3,436			3,048			3,436
Prepaid expenses and other assets	6,271			5,130			6,424			5,130
Notes receivable	8,159			8,931			7,570			8,931
Marketable securities	11,549			9,933			11,637			9,933
Total Assets	$	587,993		$	585,271		$	580,413		$	585,271

LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank borrowings	$	—		$	16,000		$	—		$	16,000
Mortgage loans payable	58,216			58,891			57,860			58,891
Bonds payable and capital lease obligations	5,545			5,935			5,545			5,935
Senior mortgage participation payable	9,782			11,535			2,409			11,535
Accrued interest	482			524			426			524
Accrued expenses and other liabilities	4,497			8,427			5,954			8,427
Liabilities related to properties held for sale	—			3,852			—			3,852
Distributions payable	3,487			11,890			3,483			11,890
Total Liabilities	82,009			117,054			75,677			117,054

Minority interest	3,518			3,524			3,518			3,524
Stockholders’ equity:
Preferred stock $0.01 par value: 15,000 shares authorized; shares issued and outstanding: 2006 – 8,955; 2005 – 8,993	212,386			213,317
Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2006 – 23,312; 2005 – 23,276	233			233
Preferred stock $0.01 par value: 15,000 shares authorized; shares issued and outstanding: 2006 – 8,946; 2005 – 8,993							212,161			213,317
Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2006 – 23,330; 2005 – 23,276							233			233
Capital in excess of par value	328,438			331,415			328,914			331,415
Cumulative net income	419,775			364,045			430,885			364,045
Other	2,031			(941		)	2,119			(941		)
Cumulative distributions	(460,397		)	(443,376		)	(473,094		)	(443,376		)
Total Stockholders’ Equity	502,466			464,693			501,218			464,693
Total Liabilities and Stockholders’ Equity	$	587,993		$	585,271		$	580,413		$	585,271

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005			2006			2005			2006			2005
Revenues:
Rental income	$	12,923		$	11,167		$	25,698		$	25,943		$	13,152		$	11,740		$	38,536		$	37,398
Interest income from mortgage loans and notes receivable	4,001			3,230			8,322			5,912			3,613			3,879			11,935			9,791
Interest income from REMIC Certificates	—			1,219			—			2,683			—			797			—			3,480
Interest and other income	1,868			310			2,951			3,163			1,366			550			4,317			3,713
Total revenues	18,792			15,926			36,971			37,701			18,131			16,966			54,788			54,382
Expenses:
Interest expense	1,780			2,138			3,651			4,310			1,783			2,118			5,434			6,428
Depreciation and amortization	3,431			3,092			6,916			6,120			3,521			3,275			10,388			9,351
Legal expenses	120			63			170			136			60			39			230			175
Operating and other expenses	1,386			1,199			2,715			3,108			2,250			1,236			4,965			4,349
Total expenses	6,717			6,492			13,452			13,674			7,614			6,668			21,017			20,303
Income before non-operating income and minority interest	12,075			9,434			23,519			24,027			10,517			10,298			33,771			34,079
Non-operating income	—			—			—			6,217			—			—			—			6,217
Minority interest	(86		)	(86		)	(172		)	(172		)	(85		)	(85		)	(257		)	(257		)
Income from continuing operations	11,989			9,348			23,347			30,072			10,432			10,213			33,514			40,039

Discontinued operations:
Income from discontinued operations	—			756			445			1,536			59			887			769			2,669
Gain on sale of assets, net	—			30			31,938			30
Gain (loss) on sale of assets, net													619			(843		)	32,557			(813		)
Net income from discontinued operations	—			786			32,383			1,566			678			44			33,326			1,856

Net income	11,989			10,134			55,730			31,638			11,110			10,257			66,840			41,895
Preferred stock dividends	(4,306		)	(4,341		)	(8,615		)	(8,688		)	(4,301		)	(4,330		)	(12,916		)	(13,018		)
Net income available to common stockholders	$	7,683		$	5,793		$	47,115		$	22,950		$	6,809		$	5,927		$	53,924		$	28,877

Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends:
Basic	$	0.33		$	0.23		$	0.63		$	0.99		$	0.26		$	0.26		$	0.88		$	1.23
Diluted	$	0.33		$	0.23		$	0.63		$	0.95		$	0.26		$	0.26		$	0.88		$	1.21

Net Income per Common Share from Discontinued Operations:
Basic	—			$	0.04		$	1.39		$	0.07		$	0.03		$	—		$	1.43		$	0.08
Diluted	—			$	0.04		$	1.32		$	0.07		$	0.03		$	—		$	1.40		$	0.08
Net Income per Common Share Available to Common Stockholders:
Basic	$	0.33		$	0.27		$	2.02		$	1.06		$	0.29		$	0.26		$	2.31		$	1.31
Diluted	$	0.33		$	0.27		$	1.88		$	1.02		$	0.29		$	0.26		$	2.18		$	1.28

Basic weighted average shares outstanding	23,339			21,614			23,314			21,553			23,319			22,951			23,316			22,024

Comprehensive income
Net income	$	11,989		$	10,134		$	55,730		$	31,638		$	11,110		$	10,257		$	66,840		$	41,895
Unrealized gain on available-for-sale securities	173			—			173			—			86			3,743			260			3,743
Reclassification adjustment	(192		)	—			(382		)	(3,610		)	(167		)	(146		)	(548		)	(3,756		)
Total comprehensive income	$	11,970		$	10,134		$	55,521		$	28,028		$	11,029		$	13,854		$	66,552		$	41,882

NOTE: Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not agree with the per share amounts for the year. Computations of per share amounts from continuing operations, discontinued operations and net income are made independently. Therefore, the sum of per share amounts from continuing operations and discontinued operations may not agree with the per share amounts from net income available to common stockholders.

LTC Properties, Inc., a Maryland corporation, 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.

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 its subsidiaries.

We have prepared consolidated financial statements included herein without audit (except for the balance sheet at December 31, 2005 which is audited) and in the opinion of management have included all adjustments necessary for a fair presentation of the results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2006 and 2005 pursuant to the rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements include the accounts of our company, its wholly-owned subsidiaries and controlled partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Control over the partnership is based on the provisions of the partnership agreement that provide us with a controlling financial interest in the partnership. Under the terms of the partnership agreement, our company, as general partner, is responsible for the management of the partnership’s assets, business and affairs. Certain of our rights and duties in management of the partnership include making all operating decisions, setting the capital budget, executing all contracts, making all employment decisions, and handling the purchase and disposition of assets. 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 (i.e., 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 express permission of the general partner. However, we can transfer our interest without consultation or permission of the limited partners.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements; however, we believe that the disclosures in the accompanying financial statements are adequate to make the information presented not misleading.

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation and as required by Statement of Financial Accounting Standards (or SFAS) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2006 are not necessarily indicative of the results for a full year.

No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we are not taxed on income that is distributed to our stockholders.

Owned Properties. At ~~June~~September 30, 2006, our investment in owned properties consisted of 6263 skilled nursing properties with a total of ~~7,255~~7,304 beds, 84 assisted living properties with a total of 3,744 units and one school in 23 states.

During the three months ended June 30, 2006, we purchased three skilled nursing properties in Ohio with a total of 150 beds for $6,398,000. These properties are leased to a third party under a 10-year master lease, with two five-year renewal options. The initial annual rent is approximately $659,000, a 10.3% current yield, and increases 2.5% annually. Additionally, we have signed agreements and begun to expand and renovate six skilled nursing properties operated by four different operators for a total commitment of $5,760,000, of which $983,000 was invested during the second quarter. These investments are at an average yield of approximately 10%. Subsequent to JuneSeptember 30, 2006, we purchased a 123-bed skilled nursing property located in Washington for $7,124,000. Additionally, we acquired a 100-bed skilled nursing property located in Arizona with a fair market value of approximately ~~$7,100,000.~~$3,410,000 in exchange for a 174-bed skilled nursing property in Arizona. The sale of the 174-bed skilled nursing property isresulted in a gain of $619,000. The two new properties were leased to a third party under a ten-year master lease with two five-year renewal options at an initial effective yield of approximately ~~9.5%~~12.0% or approximately $1,273,000 and increases annually based upon the Consumer Price Index with a maximum annual increase of 2.5%.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we sold four assisted living properties with a total of 431 units located in four states ~~to an entity formed by the principals of Sunwest Management Inc., (or Sunwest) for $58,500,000.~~and one 174-bed skilled nursing property located in Arizona. We recognized a gain of ~~$31,938,000~~$32,557,000 on the ~~sale~~two transactions and received total net proceeds of ~~$54,542,000,~~$3,410,000 in property associated with the exchange described above and $54,035,000 in cash, after paying both closing costs and a $3,840,000 8.75% State of Oregon bond obligation related to one of the properties sold. In 2005 we sold an option to purchase these four properties to Sunwest Management Inc. (or Sunwest) for $2,000,000. In exchange for the right to purchase the properties for ~~$56,500,000,~~$58,500,000, we received $500,000 in cash and a note receivable for $1,500,000. The proceeds from the sale of the purchase option have been applied to the proceeds of the sale of the four properties.

During the nine months ended September 30, 2006, we acquired five skilled nursing properties in various states with a total of 373 beds for $13,536,000 in cash and $3,410,000 in property as described above. These properties are leased to two third parties under 10-year master leases, each with two five-year renewal options. The combined initial annual rent is approximately $1,932,000, an 11.4% current yield. Additionally, we have already signed agreements and begun to expand and renovate eight skilled nursing properties and one assisted living property operated by six different operators for a total commitment of $6,160,000, of which $1,564,000 was invested during the third quarter. These investments are at an average yield of approximately 10%.

In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” properties held for sale at any reporting period include 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. In addition, the operating results of real estate assets designated as held for sale and all gains and losses from real estate sold are included in discontinued operations in the consolidated statement of income.

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

Mortgage Loans. At ~~June~~September 30, 2006, we had investments in 6158 mortgage loans secured by first mortgages on 6058 skilled nursing properties with a total of ~~6,868~~6,649 beds, 1110 assisted living properties with ~~799~~705 units and one school located in 2019 states. At ~~June~~September 30, 2006, the mortgage loans had interest rates ranging from ~~5.5%~~6.6% to ~~12.9%~~13.1% and maturities ranging from ~~2006~~2007 to 2019. In addition, some 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.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we received ~~$20,115,000~~$26,638,000 plus accrued interest related to the payoff of ~~nine~~twelve mortgage loans secured by ~~seven~~nine skilled nursing properties and ~~two~~three assisted living properties located in various states and a partial principal pay down on one mortgage loan secured by one skilled nursing property located in Georgia. We also received ~~$1,185~~$3,131,000 in regularly scheduled principal payments.

During the ~~six~~three months ended ~~June~~September 30, 2006, we funded $200,000 under a ~~$675,000~~$300,000 line of credit agreement with an operator. This loan ~~(including a $23,000 capital expenditure hold back)~~matures in July 2007 and bears interest at 10.0%. Also, we amended eleven loans held by one borrower, secured by certain assets including accounts receivable of the ~~borrower. This loan matures in December~~borrower, to reduce the outstanding balance by the total capital expenditure holdback of $492,000. The capital expenditure holdback was capitalized to the related properties and the annual rent on the properties increased by 11% of the capital expenditure holdback or $55,000.

During the nine months ended September 30, 2006, ~~and bears interest at 11.0%. In addition,~~ we funded ~~$500,000~~$1,375,000 under various loans and line of credit agreements with certain ~~operators.~~operators and received $711,000 in principal payments.

At December 31, 2005, we held a Promissory Note (or Note) from ~~an operator~~Sunwest in the amount of $1,500,000. During the fourth quarter of 2005, we sold an option to purchase four of our assisted living properties to Sunwest. The price of the option was $500,000 in cash and the Note. During the first quarter of 2006, the option to purchase the properties was exercised and the proceeds from the payoff of the Note were applied to the purchase price of the four properties (see Note 2. Real Estate Investments). ~~Additionally, during the six months ended June 30, 2006, we received $385,000 in principal payments on notes receivable.~~

During the first ~~half~~nine months of 2005, we received $22,309,000 in cash as payment in full for a note receivable and a related $500,000 mortgage loan, including accrued and unpaid interest through the payoff date. As a result of the payoff, we recognized $3,667,000 in rental income related to past due rents that were not previously accrued, $2,335,000 of interest income related to past due interest that was not previously accrued, a $477,000 reimbursement for certain expenses paid on behalf of an operator in prior years, a $1,000,000 bonus accrual related to the realization of the value of the note receivable and

non-operating income of $6,217,000 ($3,610,000 of which was classified as Accumulated Comprehensive Income in the equity section of the balance sheet at December 31, 2004). The $6,217,000 of non-operating income is net of $1,298,000 of legal and investment advisory fees related to the transaction that resulted in the note receivable payoff.

~~Subsequent to June 30, 2006, we funded $100,000 under a $300,000 line of credit agreement with an operator. This loan matures in July 2007 and bears interest at 10.0%.~~

Investments in debt and marketable equity securities are accounted for in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (FAS No. 115) which requires that we categorize our investments as trading, available-for-sale or held-to-maturity. At ~~June~~September 30, 2006, we had no trading securities. During the ~~second quarter of~~nine months ended September 30, 2006, we purchased 60,000 shares of National Health Investors, Inc. (or NHI) common stock for a total of $1,440,000, or an average purchase price of $24.00 per share. We categorized this investment in marketable equity securities as available-for-sale at the time of purchase. In accordance with FAS No. 115, we record available-for-sale instruments at fair value, with unrealized gains and losses reported as a component of other comprehensive income until realized. At ~~June~~September 30, 2006, the fair market value of our investment in this marketable equity security was ~~$1,613,000.~~$1,700,000. Accordingly, during the ~~second~~third quarter of 2006, we recorded an unrealized gain of ~~$173,000~~$86,000 for a total unrealized gain of $260,000 related to the increase in fair market value of our investment in marketable equity securities. Based upon the current $0.48 per share quarterly dividend, the current yield of our investment in NHI common stock is 8.0%. NHI is a healthcare REIT and as such the dividend

income we receive from them is qualified income as defined by the Internal Revenue Code. See page 10 of our Annual Report on Form 10-K for the year ended December 31, 2005, for a description of the income tests required by the Internal Revenue Code.

At ~~June~~September 30, 2006, we had an investment in $10,000,000 face value of Skilled Healthcare Group, Inc. (or SHG) Senior Subordinated Notes with a face rate of 11.0% and an effective yield of 11.1%. Interest on the notes is payable semi-annually in arrears and the notes mature on January 15, 2014. One of our board members is the chief executive officer of SHG. We account for this investment in marketable debt securities as held-to-maturity in accordance with FAS No. 115 at amortized cost, adjusted for any related premiums (discounts) over the estimated remaining period until maturity.

A~~t June~~At September 30, 2006, we had no outstanding borrowings under our $90,000,000 Unsecured Revolving Credit Agreement. During the ~~six~~nine months ended ~~June~~September 30, 2006, pricing under the Unsecured Revolving Credit Agreement ranged between LIBOR plus 1.50% and LIBOR plus 2.50%. ~~At June 30, 2006 our pricing was LIBOR plus 1.50%~~

During the ~~six~~nine months ended ~~June~~September 30, 2006, the company paid $3,840,000 in principal and accrued interest to fully repay the 8.75% State of Oregon bond obligation related to one of the properties sold as discussed in Note 2. Real Estate Investments.

In 2002, we completed a loan participation transaction whereby we issued a $30,000,000 senior participating interest in 22 of our first mortgage loans that had a total unpaid principal balance of $58,627,000 (the “Participation Loan Pool”) to a private bank. 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 balance is secured by the entire Participation Loan Pool.

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 extinguishments of the senior participation are tied to the underlying maturities of loans in the Participation Loan Pool, which range from 74 to ~~146~~143 months. 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.”

During the ~~six~~nine months ended ~~June~~September 30, 2006, the senior participation received principal payments of $$9~~1,753,000,~~,126,000, which included ~~a $1,324,000 payoff~~loan payoffs of ~~a loan~~$8,476,000 in the Participation Loan Pool. During the same period last year the senior participation received principal payments of ~~$445~~$3,650,000. At ~~June~~September 30, 2006,~~, 17~~ 16 loans with a total principal balance of ~~$32,519,000~~$30,567,000 remain in the Participation Loan Pool and $~~9,782,000~~2,409,000 was outstanding under the senior mortgage participation.

Preferred Stock. During the ~~six~~nine months ended ~~June~~September 30, 2006, holders of ~~37,245~~46,234 shares of our 8.5% Series E Cumulative Convertible Preferred Stock (Series E preferred stock) notified us of their election to convert such shares into ~~74,490~~92,468 shares of our common stock at the Series E preferred stock conversion rate of $12.50 per share. Total shares reserved for issuance of common stock related to the

conversion of Series E preferred stock were ~~630,860~~612,882 at ~~June~~September 30 ~~2006.~~, 2006. Subsequent to ~~June~~September 30, 2006, holders of ~~3,439~~112,398 shares of our Series E preferred stock notified us of their election to convert such shares into ~~6,878~~224,796 shares of our common stock. After these conversions, total shares reserved for issuance of common stock related to the conversion of Series E preferred stock were ~~623,982.~~

Common Stock. During the ~~six~~nine months ended ~~June~~September 30, 2006, a total of 32,600 stock options were exercised at a total option value of $189,000 and a total market value as of the dates of exercise of $713,000. ~~During the first half of~~Also during 2006, we repurchased and retired 71,493 shares of common stock for an aggregate purchase price of $1,476,000 or $20.65 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, 2,604,393 shares have been purchased under this authorization. Therefore, we continue to have an open Board authorization to purchase an additional 2,395,607 shares.

Distributions. We declared and paid the following cash dividends (in thousands):

(1) Represents $0.12 per share per month for the ~~second~~third quarter of 2006. Common dividends for the ~~third~~fourth quarter of 2006 were declared subsequent to ~~June~~September 30, 2006.

(2) Represents $0.12 per share per month for the ~~six~~nine months ended ~~June~~September 30, 2006.

(3) Represents $0.30 per share for the first quarter of 2005 and $0.11 per share per month in the second ~~quarter~~and third quarters of 2005.

(4) The difference between declared and paid is the change in distributions payable on the balance sheet ~~At June~~at September 30 and December 31.

In ~~July~~October 2006, we declared a monthly cash dividend of $0.12 per share on our common stock for the months of ~~July, August,~~October, November, and ~~September~~December 2006, payable on ~~July~~October 31, ~~August 31,~~November 30, and ~~September~~December 29, 2006, respectively, to stockholders of record on ~~July 21, August~~October 23, November 22, and ~~September 21,~~December 22, 2006, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we received ~~$58,000~~$226,000 in principal payments on a note receivable from a ~~stockholder. Subsequent to June~~stockholder which represented payment in full on this loan. At September 30, 2006, ~~this loan was paid-off and~~ we no longer have any notes receivable from stockholders outstanding.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we reclassified $3,123,000 of deferred compensation to capital in excess of par value as required by SFAS No. 123 (revised 2004), “Share-Based Payment”, which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”. The deferred compensation was related to unvested restricted stock and unvested stock options previously accounted for under APB Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and SFAS No. 123, “Accounting for Stock-Based Compensation”.

During the three and ~~six~~nine months ended ~~June~~September 30, 2006, ~~$242,000~~$237,000 and ~~$479,000,~~$716,000, respectively, of compensation expense was recognized related to the vesting of restricted stock. During the three and ~~six~~nine months ended ~~June~~September 30, 2005, ~~$124,000~~$140,000 and ~~$228,000,~~$368,000, respectively, of compensation expense was recognized related to the vesting of restricted stock.

During the three and ~~six~~nine months ended ~~June~~September 30, 2006 we reclassified ~~$192,000~~$167,000 and ~~$382,000,~~$548,000, respectively, of other comprehensive income to mortgage interest income. The reclassification relates to the effective repurchase of mortgage loans underlying REMIC Certificates we owned in 2005. Upon the mortgage loan repurchase, we began amortizing the accumulated comprehensive income as a yield adjustment over the life of the mortgage loans. See Note 6. Real Estate Investments to the consolidated financial statements included in our 2005 Annual Report on Form 10-K for further discussion. In addition, during the three and ~~six~~nine months ended ~~June~~September 30, 2006, we recorded ~~$173,000~~$86,000 and $260,000, respectively, of unrealized gain related to the increase in fair market value of our investment in marketable equity securities (see Note 4. Marketable Securities for further discussion.)

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 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. As required by The Securities and Exchange Commission, we adopted SFAS No. 123(R) on January 1, 2006.

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

1) A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date.

2) A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

We adopted 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.

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. Because SFAS 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 are recognized under SFAS No. 123(R). However, had we adopted SFAS No. 123(R) in prior periods, the impact of 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 below. 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 previously required. 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 does 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. 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.

No stock options were issued during the three or ~~six~~nine months ended ~~June~~September 30, 2006. During the ~~six~~nine months ended ~~June~~September 30, 2005, 15,000 options to purchase common stock were granted at an exercise price of $19.62 and vest ratably over a three-year period. Additionally, during the ~~six~~nine months ended ~~June~~September 30, 2005, 4,000 unvested options to purchase common stock were cancelled. At ~~June~~September 30, 2006, the total number of stock options that are scheduled to vest through December 31, 2006, 2007 and 2008 is 6,600, 19,000 and 5,000, respectively. The remaining compensation expense to be recognized related to the future service period of these options is approximately ~~$77,000.~~$64,000.

The following table illustrates the effect on net income and earnings per share as if the fair value recognition provision of SFAS No. 123(R) had been applied to options granted under our stock option plans in all periods presented. For purposes of this pro forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods (in thousands):

		Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
		2006			2005			2006			2005			2006			2005			2006			2005
		(actual)			(pro forma)			(actual)			(pro forma)			(actual)			(pro forma)			(actual)			(pro forma)

Net income available to common stockholders, as reported	Net income available to common stockholders, as reported	$	7,683		$	5,793		$	47,115		$	22,950		$	6,809		$	5,927		$	53,924		$	28,877
Add: Stock-based compensation expense in the period	Add: Stock-based compensation expense in the period	10			10			25			19			13			10			38			29
Deduct:	Total stock-based compensation expense determined under fair value method for all awards	(10		)	(12		)	(25		)	(26		)
Deduct: Total stock-based compensation expense determined under fair value method for all awards														(13		)	(14		)	(38		)	(40		)
Pro forma net income available to common stockholders	Pro forma net income available to common stockholders	$	7,683		$	5,791		$	47,115		$	22,943		$	6,809		$	5,923		$	53,924		$	28,866

Net income per common share available to common stockholders:	Net income per common share available to common stockholders:

Basic – as reported	Basic – as reported	$	0.33		$	0.27		$	2.02		$	1.06		$	0.29		$	0.26		$	2.31		$	1.31

Basic – pro forma	Basic – pro forma	$	0.33		$	0.27		$	2.02		$	1.06		$	0.29		$	0.26		$	2.31		$	1.31

Diluted – as reported	Diluted – as reported	$	0.33		$	0.27		$	1.88		$	1.02		$	0.29		$	0.26		$	2.18		$	1.28

Diluted – pro forma	Diluted – pro forma	$	0.33		$	0.27		$	1.88		$	1.02		$	0.29		$	0.26		$	2.18		$	1.28

Note: Adjustments to compensation expense related to restricted shares have 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(R). Above pro forma disclosures are provided for 2005 because employee stock options issued prior to January 1, 2003, the date we adopted SFAS No. 148, were not accounted for using the fair value method during that period. Disclosures are provided for 2006 for comparative purposes since share-based payments have been accounted for under SFAS No. 123(R)’s fair value method beginning January 1, 2006.

8. Commitments and Contingencies

AsAt September 30, 2006, we accrued $950,000 related to a proposed closing agreement we have pending with the Internal Revenue Service (or IRS). During the third quarter of ~~June~~2006, we voluntarily approached the IRS to correct our filing for the year 2000, which is a closed year. In September we submitted a closing agreement for IRS approval to correct a technical violation which occurred in the spring of 2000.

At September 30, 2006, we had the following commitments outstanding:

We committed to provide Alterra Healthcare Corporation (or 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.

We committed to provide Extendicare Healthcare Services, Inc. (or EHSI) up to $5,000,000 per year, under certain conditions, for expansion of the 37 properties they lease from us. Should we invest such funds, EHSI’s ~~monthly~~ minimum rent would increase by an amount equal to (a) 9.5% plus the positive difference, if any, between the average yield on the U.S. Treasury 10-year note for the five days prior to funding, minus 420 basis points (expressed as a percentage), multiplied by (b) the amounts funded. To date EHSI has not requested any funds under this agreement.

We committed to provide Center Healthcare Inc. (or CHC) with a capital allowance of $7,100,000 on five skilled nursing properties. Our commitment provided for CLC’s minimum rent to increase by an amount equal to 11.0% of our final funding including capitalized interest during construction. Subsequent to September 30, 2006, we funded $150,000 under this agreement. See Note 11. Subsequent Events.

We committed to provide a lessee an accounts receivable financing on a skilled nursing property. The loan has a credit limit not to exceed $150,000, an interest rate of 10.0%, and matures on July 31, 2007. To date $125,000 has been funded under this agreement. Additionally, we have committed to invest ~~$300,000~~$1,150,000 in capital improvements for this property. The minimum rent will increase by an amount equal to 10.5% of our final funding including capitalized interest during construction. This commitment expires June 30, 2007. To date we have funded ~~$206,000~~$411,000 under this agreement. ~~Subsequent to June 30, 2006, we committed to invest an additional $850,000 in capital improvement for this property.~~

We committed to make certain capital improvements to be mutually agreed upon by us and the lessee on a skilled nursing property. The lessee’s ~~monthly~~ minimum rent will increase by an amount equal to 11.0% of our investment in these capital improvements. To date ~~no funds~~we have ~~been requested~~funded $95,000 under this agreement.

We committed to provide a lessee with a capital allowance of $500,000 to improve a skilled nursing property they lease from us. This commitment expires on June 30, 2007. ~~Monthly minimum~~Minimum rent increases by the ~~previous month’s~~ capital funding multiplied by 10.0%. To date no funds have been requested under this agreement.

We committed to provide a lessee with up to $2,500,000 to invest in capital improvements to renovate an existing closed skilled nursing property they currently lease from us. The renovation is currently scheduled to be completed in May 2007. To date ~~$515,000~~$1,344,000 has been funded under this agreement. As advances are funded the minimum rent increases by 9.5% of the advance.

Contingent upon an outcome of a bankruptcy proceeding, we committed to provide a lessee with the following: (i) up to $260,000 to invest in capital improvements to a skilled nursing property they lease from

us; (ii) up to $735,000 to invest in capital improvements on two skilled nursing properties they lease from us, however, under this commitment, the ~~monthly~~ minimum rent will increase by the amount of the capital funding multiplied by 11.0%; and (iii) up to $3,000,000 to purchase land, construct and equip a new skilled nursing property in the general vicinity of an existing skilled nursing property they lease from us to replace the existing property. The agreement provides us with a corresponding increase in the ~~monthly~~ minimum rent of 11.0% multiplied by the amount funded plus capitalized interest costs associated with the construction of the new property.

We committed to provide a lessee with up to $410,000 to invest in capital improvements on two skilled nursing properties and one assisted living property. The lessee’s ~~monthly~~ minimum rent will increase by an amount equal to 10.0% of our funding. To date ~~$135,000~~$238,000 has been funded under this agreement.

We committed to provide a lessee with a $1,700,000 to invest in capital improvements to renovate an existing skilled nursing property they currently lease from us. The renovation is currently scheduled to be completed in March 2007. The lessee’s ~~monthly~~ minimum rent will increase by an amount equal to 10.0% of our final funding including capitalized interest during construction. To date ~~$303,000~~$489,000 has been funded under this agreement.

We committed to provide a lessee an accounts receivable financing on three skilled nursing properties. The loan has a credit limit not to exceed $300,000, an interest rate of 10.0%, and matures on July 1, 2007. To date ~~no funds have~~$200,000 has been ~~requested~~funded under this agreement. Additionally, we have committed to invest $200,000 in capital improvements for these properties which will expire on June 30, 2007. ~~Monthly minimum~~Minimum rent ~~increases~~will increase by an amount equal to 10.25% of our final funding including capitalized interest during construction. To date we have funded $88,000 under this agreement.

We committed to provide a lessee with $1,000,000 to invest in capital improvements on an assisted living property. Minimum rent will increase by the total capital funding multiplied by ~~10.25%~~8.0%. The improvement projects are to be complete by February 21, 2008. To date no funds have been requested under this agreement.

9. Major Operators

We have two operators, based on properties subject to lease agreements ~~and secured by mortgage loans~~ that each represent between 10% and 20% of our total assets and three operators from each of which we derive over 10% of our rental revenue. EHSI, one of our major operators, is the wholly owned subsidiary of a publicly traded company, Extendicare Inc. In addition, EHSI, although not publicly traded, files quarterly financial information with the Securities and Exchange Commission. Alterra is a wholly owned subsidiary of a publicly traded company, Brookdale Senior Living, Inc. (or Brookdale). Our other operator is privately owned and thus no public financial information is available. The following table

summarizes EHSI’s and Brookdale’s assets, stockholders’ equity, annual revenue and net income from continuing operations as of or for the three months ended ~~March 31,~~June 30, 2006, per the lessee’s public filings:

	EHSI			Brookdale			EHSI			Brookdale
	(in thousands)			(in thousands)			(in thousands)			(in thousands)

Current assets	$	198,890		$	181,479		$	199,174		$	119,677
Non-current assets	883,937			1,743,592			887,271			2,261,509
Current liabilities	169,668			280,339			175,362			409,428
Non-current liabilities	609,570			1,033,531			599,973			1,411,122
Stockholders’ equity	303,589			598,934			311,110			560,636

Gross revenue	307,333			222,183			311,735			268,427
Operating expenses	248,771			226,063			250,642			261,976
Income(loss) from continuing operations	11,363			(19,326		)
Net income(loss)	10,029			(19,326		)
Income (loss) from continuing operations							8,633			(20,259		)
Net income (loss)							7,491			(20,259		)

Cash provided by operations	22,292			12,119			32,749			23,239
Cash used in investing activities	(29,643		)	(185,983		)	(42,399		)	(526,732		)
Cash provided by financing activities	9,126			190,278			3,834			456,209

EHSI, a wholly owned subsidiary of Extendicare Inc.~~, leases~~ and Assisted Living Concepts, a wholly owned subsidiary of EHSI, collectively lease 37 assisted living properties with a total of 1,427 units owned by us representing approximately ~~11.4%~~11.5%, or ~~$67,079,000,~~$66,553,000, of our total assets at ~~June~~September 30, 2006 and ~~18.7 %~~19.7% of rental income recognized in 2006 excluding the effects of straight-line rent.

Alterra, a wholly owned subsidiary of Brookdale, leases 35 assisted living properties with a total of 1,416 units we own representing approximately 11.3%, or ~~$66,199,000,~~$65,711,000, of our total assets at ~~June~~September 30, 2006 and ~~18.2%~~19.1% of rental revenue recognized in 2006 excluding the effects of straight-line rent.

Center Healthcare Inc., (or CHC), through various wholly owned subsidiaries, operates 2625 skilled nursing properties with a total of 3,014 beds that we own or on which we hold a mortgage secured by a first trust deed. This represents approximately ~~9.3%~~9.4%, or ~~$54,817,000,~~$54,686,000, of our total assets at ~~June~~September 30, 2006 and ~~12.3%~~13.0% of rental revenue recognized in 2006 excluding the effects of straight-line rent. See Note 11. Subsequent Events.

Our financial position and our ability to make distributions may be adversely affected by financial difficulties experienced by Alterra, CHC, EHSI or any of our other lessees and borrowers, including 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.

The following table sets forth the computation of basic and diluted net income per share
(in thousands, except per share amounts):

On October 18, 2006, we entered into an agreement to make available to CLC up to $9,500,000 as a lease termination fee to terminate our master lease with them effective November 1, 2006. Simultaneously, we re-leased the 25 properties to Preferred Care, Inc. (or Preferred Care) under a 15-year master lease with two five-year renewal options. We have agreed with Preferred Care that the monthly rental amounts for November and December 2006 will be at the monthly CLC rate of approximately $551,500. The initial annual minimum rent beginning in January 2007 is $8,188,000 and increases annually by 2.5% on each November 1st thereafter. The initial annual minimum rent we will receive from Preferred Care is $1,570,000 more than we were receiving from CLC. We committed to provide Preferred Care with up to $3,000,000 for capital improvements and will invest this amount, if requested by Preferred Care, at no additional investment return. This commitment expires March 31, 2010. Additionally, we committed to provide Preferred Care with up to $7,100,000 for capital improvements for specific properties. Preferred Care’s minimum rent will increase by an amount equal to 11.0% of our final funding of part or all of the $7,100,000 including capitalized interest during any construction project. As part of the new agreement, we agreed to invest $300,000 for inventory and equipment needs at the 25 properties.

At September 30, 2006, the line of credit loan with CLC, which is included in Other Notes Receivable and is collateralized by all of the outstanding receivables of CLC, is $3,797,000. Currently, the net receivables as reported to us by CLC exceed the line of credit loan balance and at this time we believe all amounts are collectible. Certain provisions of the lease termination agreement with CLC provide that under certain conditions some of the $9,500,000 lease termination fee could be applied against the outstanding line of credit balance. Also as part of the lease termination agreement we have made provisions for payment of collateralized CLC receivables to be deposited in our bank account.

We believe that by the time we report 2006 year end results, we will have a more accurate estimation of the total cost, including legal fees and uncollectible amounts under the line of credit, if any, associated with this lease termination and this total amount will be amortized against rental income over the life of the Preferred Care master lease.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LTC Properties, Inc. a self-administered, health care real estate investment trust (or REIT) commenced operations in 1992. We invest primarily in long-term care and other health care related properties through mortgage loans, property lease transactions and other investments. The following table summarizes our portfolio as of ~~June~~September 30, 2006:

Type of Property	Gross Investments			Percentage of Investments		For the six months ended 6/30/06 Revenues (2)		Percentage of Revenues		Number of Properties	Number of Beds/Units	Investment per Bed/Unit		Number of Operators (1)	Number of States (1)	Gross Investments			Percentage of Investments		For the nine months ended 09/30/06 Revenues (2)		Percentage of Revenues		Number of Properties	Number of Beds/Units	Investment per Bed/Unit		Number of Operators (1)	Number of States (1)
	(in thousands)					(in thousands)						(in thousands)				(in thousands)					(in thousands)						(in thousands)
Assisted Living Facilities	$	276,720	(3)	45.8	%	$	16,233	47.2	%	95	4,543	$	60.91	10	22	$	273,711	(3)	45.2	%	$	23,962	46.8	%	94	4,449	$	61.52	9	22

Skilled Nursing Facilities	313,993			52.0	%	17,438		50.7	%	122	14,123	22.23		47	25	318,252			52.6	%	26,186		51.1	%	121	13,953	22.81		46	24

Schools	13,020			2.2	%	714		2.1	%	2	N/A	N/A		2	2	13,020			2.2	%	1,071		2.1	%	2	N/A	N/A		2	2

Totals	$	603,733		100.0	%	$	34,385	100.0	%	219	18,666					$	604,983		100.0	%	$	51,219	100.0	%	217	18,402

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.

Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals and interest earned on outstanding loans receivable. Our investments in mortgage loans and owned properties represent our primary source of liquidity to fund distributions and are dependent upon the performance of the operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of health care facility and operator. Our monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance relating to real estate taxes and insurance.

In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. We typically invest in or finance up to 90 percent of the stabilized appraised value of a property. Some operating leases and loans are credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the operator and its affiliates.

For the ~~six~~nine months ended ~~June~~September 30, 2006, rental income and interest income from mortgage loans and notes receivable represented ~~70%~~71% and ~~23%~~21%, respectively, of total gross revenues. Our lease structure contains fixed annual rental escalations, which are generally recognized on a straight-line basis over the minimum lease ~~period, and~~period. Certain leases have annual rental escalations that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved. This lease structure initially generates lower revenues and net income but enables us to generate additional growth and ~~minimized~~minimize non-cash straight-line rent over time.

Depending upon the availability and cost of external capital, we anticipate making additional investments in health care related properties. New investments are generally funded from invested cash on hand and temporary borrowings under our unsecured line of credit and internally generated cash flows. Our investments generate internal cash from rent and interest receipts and principal payments on mortgage loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured line of credit, is expected to be provided through a combination of public and private offerings of debt and equity securities and the incurrence of secured debt. We believe our liquidity and various sources of available capital are sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and finance future investments.

~~In January~~During the first nine months of 2006 we sold four assisted living properties ~~operated by Sunwest Management, Inc. (or Sunwest)~~ with a total of 431 units ~~to an entity formed by~~and one 174-bed skilled nursing property. We recognized a gain of $32.6 million on the ~~principals~~two transactions and received total net cash proceeds of ~~Sunwest for $58.5 million. We received $54.5~~$54.0 million ~~in proceeds~~ after paying $3.8 million of 8.75% State of Oregon bond obligations related to one of the properties sold. AsAlso during 2006 we purchased five skilled nursing properties with a ~~result~~total of 373 beds for $13.5 million in cash. One of the ~~sale, we recognized~~properties was acquired in a ~~gain~~like-kind exchange transaction with a fair market value of ~~$31.9~~$3.4 million.

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.

Concentration Risk. We evaluate our concentration risk in terms of asset mix, investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property. In order to qualify as an equity REIT, at least 75 percent of our total assets must be represented by real estate assets, cash, cash items and government securities. Investment mix measures the portion of our investments that relate to our various property types. Operator mix measures the portion of our investments that relate to our top three operators. Geographic mix measures the portion of our investment that relate to our top five states. The following table reflects our recent historical trends of concentration risk:

Period Ended

6/30/06

3/31/06

12/31/05

9/30/05

6/30/05

(gross investment, in thousands)

Asset mix:

Real property

$
476,541

$
468,435

$
500,723

$
500,430

$
474,447

Loans receivable

127,192

133,264

149,332

153,740

113,469

REMIC Certificates

—

—

—

—

30,616

Investment mix:

Assisted living properties

$
276,720

$
280,748

$
313,628

$
313,742

$
313,561

Skilled nursing properties

313,993

307,931

323,407

327,408

261,335

School

13,020

13,020

13,020

13,020

13,020

REMIC Certificates

—

—

—

—-

30,616

Operator mix:

Alterra

$
84,194

$
84,194

$
84,194

$
84,194

$
84,194

Center Healthcare, Inc.

71,969

71,550

71,580

73,802

73,334

EHSI

88,034

88,034

88,034

88,034

88,034

Sunwest (1)

—

—

64,803

64,814

64,615

Remaining operators

359,536

357,921

341,444

343,326

277,739

Geographic mix:

California

$
44,950

$
45,198

$
54,185

$
56,257

$
50,788

Colorado (3)

27,265

27,266

29,054

29,066

27,263

Florida (2)

48,032

47,536

53,935

53,893

47,471

Iowa

23,916

23,912

23,954

23,963

20,993

Ohio (2)

52,488

45,939

50,511

50,537

50,562

Texas

10,769

96,952

98,781

99,198

88,165

Washington (3)

20,952

21,024

21,094

21,162

21,227

Remaining states

375,361

293,872

318,541

320,094

281,447

(1) In January 2006, we sold four assisted living properties operated by Sunwest with a total of 431 units to an entity formed by the principals of Sunwest for $58.5 million. We received $54.5 million in proceeds after paying $3.8 million of 8.75% State of Oregon bond obligations related to one of the properties sold. As a result of the sale, we recognized a gain of $31.9 million. As of March 31, 2006, Sunwest operates four assisted living properties which do not represent more than 10% of total assets. Therefore, beginning with March 31, 2006, the value of the assets operated by Sunwest is grouped into the Remaining Operators category.

(2) ~~Tied for second most concentrated state calculated by the number~~In October 2006 we entered into a lease termination agreement with Center Healthcare, Inc. As of ~~properties in each state.~~

~~(3)~~ ~~Tied for fifth most concentrated state calculated by the number of properties in each state.~~

November 1, 2006 these assets are under a master lease with Preferred Care, Inc.

Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to book capitalization and debt to market capitalization. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges (interest plus preferred dividends). The coverage ratios are based on earnings before interest, taxes, depreciation and amortization. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The following table reflects the recent historical trends for our credit strength measures:

(1) As a result of including the $1.0 million proposed IRS settlement (see Note 8. Commitments and Contingencies) in the annualized calculation of coverage ratios, our ratios were lower than as of six months ended June 30, 2006. Excluding this charge, our Interest Coverage ratio would have been 9.4x and our Fixed Charge ratio would have been 2.8x.

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to

· The status of the economy;

· The status of capital markets, including prevailing interest rates;

· Compliance with and changes to regulations and payment policies within the health care industry;

· Changes in financing terms;

· Competition within the health care and senior housing industries; and

· Changes in federal, state and local legislation.

Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.

Operating Results

Three months ended ~~June~~September 30, 2006 compared to three months ended ~~June~~September 30, 2005

Revenues for the three months ended ~~June~~September 30, 2006, increased to ~~$18.8~~$18.1 million from ~~$15.9~~$17.0 million for the same period in 2005. Rental income for the three months ended ~~June~~September 30, 2006, increased ~~$1.8~~$1.4 million primarily as a result of rental income from new properties ($0.9 million), straight-line rental income ($~~0.5~~0.1 million) and rental increases provided for in existing lease agreements ($0.4 million). Same store rental income, properties owned for the three months ended ~~June~~September 30, 2006, and the three months ended ~~June~~September 30, 2005, and excluding straight-line rental income, increased $0.4 million due to rental increases provided for in existing lease agreements.

Interest income from mortgage loans and notes receivable ~~increased $0.8~~decreased $0.3 million from the prior year due to payoffs partially offset by new loans originated or acquired in 2005.

Interest income from REMIC Certificates for the three months ended ~~June~~September 30, 2006, decreased ~~$1.2~~$0.8 million compared to the same period of 2005 due to the dissolution of the 1994-1 and 1996-1 REMIC Pools, and the effective repurchase of the mortgage loans in the remaining REMIC pool as discussed in Note 6. Real Estate Investments to the consolidated financial statements included in our 2005 Annual Report on Form 10-K.

Interest and other income for the three months ended ~~June~~September 30, 2006, increased ~~$1.6~~$0.8 million primarily due to new notes, temporary investment income resulting from higher cash balances, and interest and dividend income from our investment in marketable ~~securities and prepayment premiums received in conjunction with mortgage loans that paid off early.~~securities.

Interest expense ~~decreased by $0.4~~for the third quarter of 2006 was $0.3 million lower than the third quarter of 2005 due to a decrease in average ~~borrowings~~debt outstanding during the period ~~as a result of~~resulting from the payoff of mortgage loans, capital leases and bond obligations.

Depreciation and amortization expense for the ~~second~~third quarter of 2006 increased ~~$0.3~~$0.2 million from the ~~second~~third quarter of 2005 due to acquisitions, capital improvements to existing properties and the conversions of mortgage loans into owned properties.

Legal expenses were comparable during the ~~second~~third quarter of 2006 and the ~~second~~third quarter of 2005.

Operating and other expenses were ~~$0.2~~$1.0 million higher in the ~~second~~third quarter of 2006 as compared to the ~~second~~third quarter of 2005 primarily as a result of ~~compensation expense~~a $1.0 million accrual related to a proposed closing agreement pending with the ~~vesting~~Internal Revenue Service (“IRS”). During the third quarter of ~~restricted stock that was granted~~2006, we voluntarily approached the IRS to correct our filing for the year 2000, which is a closed year. In September 2006 we submitted a closing agreement for IRS approval to correct a technical violation which occurred in ~~December 2005 and a bonus accrual.~~the spring of 2000.

Minority interest expense was comparable during the ~~second~~third quarter of 2006 and the ~~second~~third quarter of 2005.

During the three months ended ~~June~~September 30, ~~2005,~~2006, we recognized ~~$0.8~~$0.7 million in net income from discontinued ~~operations. During~~operations compared to $0.1 million during the ~~second quarter~~same period of ~~2006 we had no discontinued operations.~~2005.

~~Six~~Nine months ended ~~June~~September 30, 2006 compared to ~~six~~nine months ended ~~June~~September 30, 2005

Revenues for the ~~six~~nine months ended ~~June~~September 30, 2006, ~~decreased~~increased to ~~$37.0~~$54.8 million from ~~$37.7~~$54.4 million for the same period in 2005. Rental income for the ~~six~~nine months ended ~~June~~September 30, 2006, ~~decreased $0.2~~increased $1.1 million primarily as a result of ~~receiving~~properties acquired in 2005 and 2006 ($2.7 million), new leases and rental increases provided for in existing lease agreements ($1.2 million) and an increase in straight-line rental income ($0.9 million) partially offset by the receipt a note payoff in 2005 as described in Note 3. Notes Receivable, part of which related to past due rents received in 2005 that were not previously accrued ($3.7 million), partially offset by increase due to properties acquired in 2005 ($1.7 million), new leases and rental increases provided for in existing lease agreements ($0.9 million), and an increase in straight-line rental income ($0.9 million). Same store rental income, properties owned for the ~~six~~nine months ended ~~June~~September 30, 2006, and the ~~six~~nine months ended ~~June~~September 30, 2005, and excluding straight-line rental income, decreased ~~$2.8~~$2.5 million due to the receipt in 2005 of past due rents that were not previously accrued ($3.7 million) partially offset by rental increases provided for in existing lease agreements ($~~0.9~~1.2 million).

Interest income from mortgage loans and notes receivable increased ~~$2.4~~$2.1 million from the prior year due to new loans originated or acquired in 2005, partially offset by mortgage loans that paid off.

~~Interest~~There was no interest income from REMIC Certificates for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~decreased $2.7 million~~as compared to the same period of 2005 due to the dissolution of the 1994-1 and 1996-1 REMIC Pools, and the effective repurchase of the mortgage loans in the remaining REMIC pool as discussed in Note 6. Real Estate Investments to the consolidated financial statements included in our 2005 Annual Report on Form 10-K.

Interest and other income for the ~~six~~nine months ended ~~June~~September 30, 2006, ~~decreased $0.2~~increased $0.6 million primarily as a result of ~~receiving~~new notes ($0.4 million), temporary investment income resulting from higher cash balances ($1.4 million), interest and dividend income from our investment in marketable securities ($0.9 million) and prepayment premiums received in conjunction with mortgage loans that paid off early ($0.4 million), partially offset by the effects of a note payoff in 2005 as described in Note 3. Notes Receivable, part of which related to past due interest on the note that was not previously accrued ($2.3 million) and interest received in 2005 on notes that paid off in 2005 ($0.2 million), partially offset by an increase due to new notes ($0.2 million), temporary investment income resulting from higher cash balances ($0.9 million), interest income from our investment in marketable securities ($0.6 million) and prepayment premiums received in conjunction with mortgage loans that paid off early ($0.6 million).

Interest expense for the ~~first half of~~nine months ended September 30, 2006 decreased ~~$0.7~~$1.0 million from the comparable period in 2005, due to a decrease in average borrowings outstanding during the period as a result of the payoff of mortgage loans, capital leases and bond obligations.

Depreciation and amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2006 increased ~~$0.8~~$1.0 million from the ~~six~~nine months ended ~~June~~September 30, 2005 due to acquisitions and the conversions of mortgage loans into owned properties.

Legal expenses were comparable during the ~~first half of~~nine months ended September 30, 2006 and ~~the first half of~~ 2005.

Operating and other expenses were ~~$0.4~~$0.6 million ~~lower~~higher in the ~~six~~nine months ended ~~June~~September 30, 2006 as compared to the ~~six~~nine months ended ~~June~~September 30, 2005 ~~primarily as a result of a $1.0 million bonus accrual in 2005 related~~due to ~~the realization of the value of a note receivable, as described in~~ ~~Note 3. Notes Receivable,~~ ~~partially offset by~~ a $0.5 million reimbursement in 2005 of certain expenses we paid in prior years on behalf of an operator.

Minority interest expense was comparable during the ~~first half of~~nine months ended September 30, 2006 and ~~the first half of~~ 2005.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we recognized a ~~$31.9~~$32.6 million gain on the sale of assets and income from discontinued operations of ~~$0.4~~$0.8 million. During the ~~six~~nine months ended ~~June~~September 30, 2005 we recognized ~~net~~a $0.8 million loss on sale of assets and income from discontinued operations of ~~$1.6~~$2.7 million.

Liquidity and Capital Resources

At ~~June~~September 30, 2006, our real estate investment portfolio (before accumulated depreciation and amortization) consisted of ~~$476.5~~$485.5 million invested primarily in owned long-term care properties and mortgage loans of approximately ~~$125.9~~$118.2 million (net of a $1.3 million reserve). Our portfolio consists of direct investments (properties that we either own or on which we hold promissory notes secured by first mortgages) in ~~122~~121 skilled nursing properties, 9594 assisted living properties and two schools in 3332 states. For the ~~six~~nine months ended ~~June~~September 30, 2006, we had net cash provided by operating activities of ~~$27.3~~$41.6 million.

For the ~~six~~nine months ended ~~June~~September 30, 2006, we had net cash provided by investing activities of ~~$65.7~~$66.1 million. We acquired three skilled nursing properties in Ohio with a total of 150 beds for $6.4 million. These properties are leased to a third party under a 10-year master lease, with two five-year renewal options. The initial annual rent is approximately $0.7 million, a 10.3% current yield, and increases 2.5% annually. Additionally we acquired a 123-bed skilled nursing property located in the state of Washington for $7.1 million and a 100-bed skilled nursing property located in Arizona in exchange for a 174-bed skilled nursing property in Arizona with a fair market value of $3.4 million. The two new properties were leased to a third party under a ten-year master lease with two five-year renewal options at an initial effective yield of 12.0%, or approximately $1.3 million, and increases annually based upon the Consumer Price Index with a maximum annual increase of 2.5%. We also invested ~~$1.6~~$2.7 million at an average yield of 10.0% under agreements to expand and renovate nine properties operated by six different operators. Additionally, we invested $0.3 million in capital improvements to existing properties ~~at an average yield of 10.0%. Additionally, during~~under various lease agreements whose rental rates already reflected this investment.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we received total net cash proceeds from the sale of four assisted living properties of $54.0 million after paying both closing costs and $3.8 million in principal and accrued interest to fully repay the 8.75% State of Oregon bond obligation related to one of the properties sold as discussed in Note 2. Real Estate Investments. Additionally, we exchanged one 174-bed skilled nursing property located in Arizona for a 100-bed skilled nursing property located in Arizona. We also received ~~$21.3~~$29.8 million in principal payments on mortgage loans including ~~$20.1~~$26.6 million related to the payoff of ~~nine~~twelve mortgage loans secured by ~~seven~~nine skilled nursing properties and ~~two~~three assisted living properties and the partial principal pay down of one mortgage loan secured by one skilled nursing property in Georgia. During the ~~six~~nine months ended ~~June~~September 30, 2006, we invested $1.4 million in 60,000 shares of National Health Investors, Inc., common stock and we received ~~$0.6~~$0.9 million in dividend and interest income from our investments in marketable securities. During the ~~six~~nine months ended ~~June~~September 30, 2006, we funded ~~a $0.7~~$1.4 million ~~loan secured by certain assets including the accounts receivable of the borrower. We also funded $0.5 million~~ under various loans and line of credit agreements with certain operators. At December 31, 2005, we held a Promissory Note (or Note) from ~~an operator~~Sunwest in the amount of $1.5 million. During the fourth quarter of 2005, we sold an option to purchase four of our assisted living properties to Sunwest. The price of the option was $0.5 million in cash and the Note. During the first quarter of 2006, the option to purchase the properties was exercised and the proceeds from the payoff of the Note were applied to the purchase price of the four properties (see Note 2. Real Estate Investments). Additionally,

during the ~~six~~nine months ended ~~June~~September 30, 2006, we received ~~$0.4~~$0.7 million in principal payments on notes receivable.

For the ~~six~~nine months ended ~~June~~September 30, 2006, we used ~~$45.2~~$65.3 million in financing activities. We borrowed $2.0 million and repaid $18.0 million under our Unsecured Revolving Credit. Additionally, ~~$1.8~~$9.1 million in principal was received by the non-recourse senior mortgage participation holder and we paid ~~$1.1~~$1.4 million in principal payments on mortgage loans payable, bonds and capital lease obligations.

During the first ~~half~~nine months of 2006, we repurchased and retired 71,493 shares of common stock for an aggregate purchase price of $1.5 million or $20.65 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, 2,604,393 shares have been purchased under this authorization. Therefore, we continue to have an open Board authorization to purchase an additional 2,395,607 shares.

We also paid cash dividends on our Series C, Series E, and Series F preferred stocks totaling ~~$1.6~~$2.4 million, ~~$0.4~~$0.5 million and ~~$6.6~~$10.0 million respectively. Additionally, we declared cash dividends on our common stock totaling ~~$8.4~~$16.8 million and paid cash dividends on our common stock totaling ~~$16.8~~$25.2 million. In ~~July~~October 2006, we declared a monthly cash dividend of $0.12 per share on our common stock for the months of ~~July, August,~~October, November, and ~~September~~December 2006, payable on ~~July~~October 31, ~~August 31,~~November 30, and ~~September~~December 29, 2006, respectively, to stockholders of record on ~~July 21, August~~October 23, November 22, and ~~September 21,~~December 22, 2006, respectively.

~~At June~~During the nine months ended September 30, 2006, we ~~only had one~~received $0.2 million, which represented payment in full, on a note receivable from a ~~stockholder with a principal balance of $0.2 million outstanding. Subsequent to June 30, 2006, this note was repaid in full.~~stockholder. During the ~~six~~nine months ended ~~June~~September 30, 2006, we received $0.2 million in conjunction with the exercise of 32,600 stock options. The total market value as of the dates of exercise was approximately $0.7 million.

During the ~~six~~nine months ended ~~June~~September 30, 2006, holders of ~~37,245~~46,234 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 ~~74,490~~92,468 shares of our common stock at the Series E preferred stock conversion rate of $12.50 per share. Subsequent to ~~June~~September 30, 2006, holders of ~~3,439~~112,398 shares of our Series E preferred stock notified us of their election to convert such shares into ~~6,878~~224,796 shares of common stock. Subsequent to this most recent conversion, there are ~~311,991~~194,043 shares of our Series E preferred stock outstanding.

~~Subsequent to June 30,~~On October 18, 2006, we ~~purchased~~entered into an agreement to make available to CLC up to $9.5 million as a ~~123-bed skilled nursing property for approximately $7.1 million. The property is leased~~lease termination fee to ~~a third party~~terminate our master lease with them effective November 1, 2006. Simultaneously, we re-leased the 25 properties to Preferred Care, Inc. (or Preferred Care) under a ~~ten-year~~15-year master lease with two five-year renewal ~~options~~options. We have agreed with Preferred Care that the monthly rental amounts for November and December 2006 will be at ~~an initial effective yield~~the monthly CLC rate of approximately ~~9.5%.~~$0.6 million. The initial annual minimum rent beginning in January 2007 is $8.2 million and increases annually by 2.5% on each November 1st thereafter. The initial annual minimum rent we will receive from Preferred Care is approximately $1.6 million more than we were receiving from CLC. We committed to provide Preferred Care with up to $3.0 million for capital improvements and will invest this amount, if requested by Preferred Care, at no additional investment return. This commitment expires March 31, 2010. Additionally, we committed to provide Preferred Care with up to $7.1 million for capital improvements for specific properties. Preferred Care’s minimum rent will increase by an amount equal to 11.0% of our final funding of part or all of the $7.1 million including capitalized interest during any construction project. As part of the new agreement, we agreed to invest $0.3 million for inventory and equipment needs at the 25 properties.

At September 30, 2006, the line of credit loan with CLC, which is included in Other Notes Receivable and is collateralized by all of the outstanding receivables of CLC, is $3.8 million. Currently, the net receivables as reported to us by CLC exceed the line of credit loan balance and at this time we believe all amounts are collectible. Certain provisions of the lease termination agreement with CLC provide that under certain conditions some of the $9.5 million lease termination fee could be applied against the outstanding line

of credit balance. Also as part of the lease termination agreement we have made provisions for payment of collateralized CLC receivables to be deposited in our bank account.

We expect our future income and ability to make distributions from cash flows from operations to depend on the collectibility of our rents and mortgage loans receivable. The collection of these loans and rents will be dependent, in large part, upon the successful operation by the operators of the skilled nursing properties and assisted living properties we own or are pledged to us and the school we own. The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control. Those factors include, without limitation, the status of the economy, changes in supply of or demand for competing long-term care facilities, ability to control rising operating costs, and the potential for significant reforms in the long-term care industry. In addition, our future growth in net income and cash flow may be adversely impacted by various proposals for changes in the governmental regulations and financing of the long-term care industry. We cannot presently predict what impact these proposals may have, if any. We believe that an adequate provision has been made for the possibility of loans proving uncollectible but we will continually evaluate the financial status of the operations of the skilled nursing facilities, assisted living facilities and the school. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and will make future revisions to the provision, if considered necessary.

Our investments, principally our investments in mortgage loans and owned properties, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair market value of our financial assets. Generally our loans have predetermined increases in interest rates and our leases have agreed upon annual increases. Inasmuch as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase. As of ~~June~~September 30, 2006, only $5.5 million of our debt was at a variable interest rate.

We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our current borrowing capacity and (based on market conditions) our ability to issue debt and equity securities are sufficient to provide for payment of our current operating costs, meet debt obligations, provide funds for distribution to the holders of our preferred stock and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity.

Critical Accounting Policies

the adoption date), compensation cost for some previously granted awards that ~~were~~was not recognized under SFAS No. 123 ~~are~~is recognized under SFAS No. 123(R). However, had we adopted SFAS No. 123(R) in prior periods, the impact of 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 disclosed in Note 7. Stockholders’ Equity. 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 does not have an impact on our statement of cash flows.

For further discussion of our critical accounting policies, see our Annual Report filed on Form 10-K for the year ended December 31, 2005.

Risk Factors

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 changes 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 our properties as it affects the continuing ability of such operators to meet their obligations to us under the terms of our agreements with our borrowers and operators, the amount and the timing of additional investments, access to capital markets and changes in tax laws and regulations. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, 2005, including factors identified under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Finally, we assume no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Item 3. 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 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.

We do not utilize interest rate swaps, forward or option contracts or foreign currencies or commodities, or other types of derivative financial instruments. The purpose of the following disclosure is to provide a framework to understand our sensitivity to hypothetical changes in interest rates as of ~~June~~September 30, 2006.

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 and fixed rate debt. For variable rate debt, such as our Unsecured Revolving Credit, changes in interest rates generally do not impact the fair value, but do affect future earnings and cash flows.

At ~~June~~September 30, 2006, based on the prevailing interest rates for comparable loans and estimates made by management, the fair value of our mortgage loans receivable using an 8.5% discount rate was approximately ~~$130.5~~$130.1 million. A 1% increase in such rates would decrease the estimated fair value of our mortgage loans by approximately ~~$3.7~~$3.8 million while a 1% decrease in such rates would increase their estimated fair value by approximately ~~$3.9~~$4.0 million. A 1% increase or decrease in applicable interest rates would not have a material impact on the fair value of our fixed rate debt.

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 currently 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.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has 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 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that it is accumulated and communicated to management, including the Chief Executive Officer, Chief Financial Officer and Audit Committee, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~

Period

Total Number
of Shares
Purchased

Average Price
Paid per
Share

Total Number of
Shares Purchased
as Part of
Publicly
Announced Plan

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plan

5/1-5/31

71,493

$
20.65
(a)
71,493
(b)
2,395,607

~~(a)~~~~Amount includes commission paid as part of a purchase on the open market.~~

~~(b)~~In our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, we disclosed that our Board of Directors had authorized us to purchase up to 5,000,000 shares of our common stock on the open market. This authorization has no expiration date.

~~Item 4. Submission of Matters to a Vote of Security Holders~~

The Annual Meeting of Stockholders was held on May 4, 2006 (Annual Meeting). At the Annual Meeting Andre C. Dimitriadis, Boyd Hendrickson, Edmund C. King, Wendy Simpson, Timothy J. Triche, M.D. and Sam Yellen were re-elected as directors to serve for a one-year term until the 2007 Annual Meeting of Stockholders.

~~Voting at the Annual Meeting was as follows:~~

Matter

Votes Cast For

Votes Against

Abstentions

Election of Andre C. Dimitriadis

21,109,270

215,271

Election of Boyd W. Hendrickson

21,041,225

283,316

Election of Edmund C. King

21,105,852

218,689

Election of Wendy L. Simpson

20,726,770

597,771

Election of Timothy J. Triche, M.D.

21,223,109

101,432

Election of Sam Yellen

21,103,186

221,355

Ratification of the Company’s Independent Auditors

20,678,774

559,475

86,292

Item 6. Exhibits

The following exhibits are filed as exhibits to this report:

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 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)

3.3 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)

3.4 Articles Supplementary, reclassifying 5,000,000 shares of common stock into preferred stock (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.’s Registration Statement on Form S-3 filed on June 27, 2003)

3.5 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 Current Report on Form 8-K filed on September 17, 2003)

3.6 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 on February 19, 2004)

3.7 Articles Supplementary, reclassifying and designating 40,000 shares of Series D Junior Participating Preferred Stock of LTC Properties, Inc. to authorized but unissued preferred stock (incorporated by reference to Exhibit 4.2 to LTC Properties, Inc.’s Current Report on Form 8-K filed on March 19, 2004)

3.8 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 filed April 1, 2004 (incorporated by reference to Exhibit 3.1 to LTC Properties, Inc.’s Quarterly Report on From 10-Q for the quarter ended March 31, 2004)

3.9 Articles of Amendment replacing Section 7.1 regarding shares of stock authorized for issue is 60,000,000; made up of 45,000,000 common and 15,000,000 preferred shares filed June 24, 2004 (incorporated by reference to Exhibit 3.12 to LTC Properties, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

3.10 Articles Supplementary Classifying an additional 2,640,000 Shares of 8.0% Series F Cumulative Preferred Stock filed July 16, 2004 (incorporated by reference to Exhibit 3.13 to LTC Properties, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

3.11 Certificate of Correction to Articles of Amendment filed on June 24, 2004. Changes par value of authorized shares of stock from $650,000 to $600,000 (incorporated by reference to Exhibit 3.14 to LTC Properties, Inc.’s Form 10-Q for the quarter ended September 30, 2004)

3.12 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)

~~10.1~~ ~~Amended and Restated Employment Agreement of Wendy Simpson, effective as of May 22, 2006~~

31.1 Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain instruments pertaining to Registrant’s long-term debt have not been filed; copies thereof will be furnished to the Securities and Exchange Commission upon request.

* Certification will not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934

SIGNATURES

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

	LTC PROPERTIES, INC.
	Registrant


Dated: ~~August~~November 2, 2006		By:	/s/ WENDY L. SIMPSON
		Wendy L. Simpson
		President, Chief Operating Officer,
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

2931

(Mark One) x ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ ~~For the quarterly period ended June 30, 2006~~ OR o ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from to

Maryland				71-0720518
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification No.)

PART I — Financial Information

Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

Item 4. Controls and Procedures

PART II — Other Information

Item 6. Exhibits

	Six Months Ended June 30,
	2006			2005
OPERATING ACTIVITIES:
Net income	$	55,730		$	31,638
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization – continuing operations	6,916			6,120
Depreciation and amortization – discontinued operations	—			450
Minority interest	172			172
Realization of reserve on note receivable	—			(3,905		)
Realization of deferred gain on note receivable	—			(3,610		)
Straight-line rental income	(1,256		)	(387		)
Other non-cash charges, net	(538		)	1,863
Gain on sale of real estate investments, net	(31,938		)	(30		)
(Decrease)increase in accrued interest	(48		)	141
Net change in other assets and liabilities	(1,705		)	1,305
Net cash provided by operating activities	27,333			33,757

INVESTING ACTIVITIES:
Investment in real estate mortgages	—			(18,928		)
Investment in real estate properties and capital improvements, net	(8,010		)	(2,775		)
Conversion of REMIC Certificates to mortgage loans	—			(855		)
Conversion of mortgage loans into owned properties	—			(310		)
Proceeds from sale of real estate investments	54,042			102
Principal payments received on mortgage loans receivable and REMIC Certificates	21,300			8,550
Investment in marketable equity securities	(1,440		)	—
Income from investments in marketable debt and equity securities	582			—
Advances under notes receivable	(1,152		)	(759		)
Principal payments received on notes receivable	385			15,072
Net cash provided by investing activities	65,707			97

FINANCING ACTIVITIES:
Borrowings under the line of credit	2,000			2,000
Repayments of borrowings under the line of credit	(18,000		)	(2,000		)
Mortgage principal payments on the senior mortgage participation	(1,753		)	(445		)
Principal payments on mortgage loans payable, bonds and capital lease obligations	(1,071		)	(1,319		)
Repurchase of common stock	(1,476		)	(2,958		)
Distributions paid to minority interests	(178		)	(360		)
Distributions paid to stockholders	(25,423		)	(20,051		)
Other	654			926
Net cash used in financing activities	(45,247		)	(24,207		)
Increase in cash and cash equivalents	47,793			9,647
Cash and cash equivalents, beginning of period	3,569			4,315
Cash and cash equivalents, end of period	$	51,362		$	13,962

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	3,330		$	4,206
Non-cash investing and financing transactions:
Exchange of mortgage loans for owned properties	—			1,690
Exchange of REMIC Certificates for mortgage loans receivable	—			9,567
Conversion of preferred stock to common stock	931			4,460
Reclassification of previously issued restricted stock	3,123			—
Restricted stock issued, net of cancellations	—			157

	Nine Months Ended September 30,
	2006			2005
OPERATING ACTIVITIES:
Net income	$	66,840		$	41,895
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization – continuing operations	10,388			9,351
Depreciation and amortization – discontinued operations	52			732
Minority interest	257			257
Realization of reserve on note receivable	—			(3,905		)
Realization of deferred gain on note receivable	—			(3,610		)
Income from investments in marketable debt and equity securities	(930		)	—
Straight-line rental income	(1,910		)	(1,009		)
Other non-cash charges	(165		)	2,254
(Gain)/loss on sale of real estate investments, net	(32,557		)	813
(Decrease)increase in accrued interest	(104		)	(132		)
Net change in other assets and liabilities	(278		)	1,017
Net cash provided by operating activities	41,593			47,663

INVESTING ACTIVITIES:
Investment in real estate mortgages	—			(38,219		)
Investment in real estate properties and capital improvements, net	(16,496		)	(29,961		)
Conversion of REMIC Certificates to mortgage loans	—			(855		)
Conversion of mortgage loans into owned properties	—			(310		)
Proceeds from sale of real estate investments	54,035			103
Principal payments received on mortgage loans receivable and REMIC Certificates	29,769			14,443
Investment in marketable equity securities	(1,440		)	—
Income from investments in marketable debt and equity securities	930			—
Advances under notes receivable	(1,375		)	(2,116		)
Principal payments received on notes receivable	711			15,122
Net cash provided by (used in) investing activities	66,134			(41,793		)

FINANCING ACTIVITIES:
Borrowings under the line of credit	2,000			10,700
Repayments of borrowings under the line of credit	(18,000		)	(6,000		)
Mortgage principal payments on the senior mortgage participation	(9,126		)	(3,650		)
Principal payments on mortgage loans payable, bonds and capital lease obligations	(1,427		)	(5,555		)
Net proceeds from issuance of common stock	—			32,636
Repurchase of common stock	(1,476		)	(3,296		)
Distributions paid to minority interests	(263		)	(445		)
Distributions paid to stockholders	(38,125		)	(31,874		)
Other	1,075			1,240
Net cash used in financing activities	(65,342		)	(6,244		)
Increase (decrease) in cash and cash equivalents	42,385			(374		)
Cash and cash equivalents, beginning of period	3,569			4,315
Cash and cash equivalents, end of period	$	45,954		$	3,941

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	4,965		$	6,306
Non-cash investing and financing transactions:
Property exchange	3,410			—
Exchange of mortgage loans for owned properties	—			1,690
Exchange of REMIC Certificates for mortgage loans receivable	—			31,120
Elimination of loans payable resulting from repurchase of REMIC Certificates	—			7,125
Conversion of preferred stock to common stock	1,156			4,997
Restricted stock issued, net of cancellations	—			151

			Six months ended June 30, 2006							Six months ended June 30, 2005						Nine months ended September 30, 2006						Nine months ended September 30, 2005
			Declared				Paid			Declared			Paid			Declared			Paid			Declared			Paid
Preferred Stock	Preferred Stock
Series C	Series C		$		1,636		$	1,636		$	1,636		$	1,636		$	2,454		$	2,454		$	2,454		$	2,454
Series E	Series E		339				359			412			507			502			526			604			710
Series F	Series F		6,640				6,640			6,640			6,640			9,960			9,960			9,960			9,960
			8,615				8,635			8,688			8,783			12,916			12,940			13,018			13,124

Common Stock	Common Stock		8,406			(1)	16,788		(2)	13,650		(3)	11,268		(3)	16,802		(1)	25,185		(2)	21,301		(3)	18,750		(3)

Total		$		17,021		(4)	$	25,423	(4)	$	22,338	(4)	$	20,051	(4)	$	29,718	(4)	$	38,125	(4)	$	34,319	(4)	$	31,874	(4)

	Period Ended
	6/30/06		3/31/06		12/31/05		9/30/05		6/30/05
	(gross investment, in thousands)
Asset mix:
Real property	$	476,541	$	468,435	$	500,723	$	500,430	$	474,447
Loans receivable	127,192		133,264		149,332		153,740		113,469
REMIC Certificates	—		—		—		—		30,616

Investment mix:
Assisted living properties	$	276,720	$	280,748	$	313,628	$	313,742	$	313,561
Skilled nursing properties	313,993		307,931		323,407		327,408		261,335
School	13,020		13,020		13,020		13,020		13,020
REMIC Certificates	—		—		—		—-		30,616

Operator mix:
Alterra	$	84,194	$	84,194	$	84,194	$	84,194	$	84,194
Center Healthcare, Inc.	71,969		71,550		71,580		73,802		73,334
EHSI	88,034		88,034		88,034		88,034		88,034
Sunwest (1)	—		—		64,803		64,814		64,615
Remaining operators	359,536		357,921		341,444		343,326		277,739

Geographic mix:
California	$	44,950	$	45,198	$	54,185	$	56,257	$	50,788
Colorado (3)	27,265		27,266		29,054		29,066		27,263
Florida (2)	48,032		47,536		53,935		53,893		47,471
Iowa	23,916		23,912		23,954		23,963		20,993
Ohio (2)	52,488		45,939		50,511		50,537		50,562
Texas	10,769		96,952		98,781		99,198		88,165
Washington (3)	20,952		21,024		21,094		21,162		21,227
Remaining states	375,361		293,872		318,541		320,094		281,447

	Period Ended
	9/30/06		6/30/06		3/31/06		12/31/05		9/30/05
	(gross investment, in thousands)
Asset mix:
Real property	$	485,460	$	476,541	$	468,435	$	500,723	$	500,430
Loans receivable	$	119,523	127,192		133,264		149,332		153,740

Investment mix:
Assisted living properties	$	273,711	$	276,720	$	280,748	$	313,628	$	313,742
Skilled nursing properties	318,252		313,993		307,931		323,407		327,408
School	13,020		13,020		13,020		13,020		13,020

Operator mix:
Alterra	$	84,194	$	84,194	$	84,194	$	84,194	$	84,194
Center Healthcare, Inc. (2)	72,422		71,969		71,550		71,580		73,802
EHSI	88,034		88,034		88,034		88,034		88,034
Sunwest (1)	—		—		—		64,803		64,814
Remaining operators	360,333		359,536		357,921		341,444		343,326

Geographic mix:
California	$	44,697	$	44,950	$	45,198	$	54,185	$	56,257
Florida	45,204		48,032		47,536		53,935		53,893
Ohio	52,838		52,488		45,939		50,511		50,537
Texas	97,339		10,769		96,952		98,781		99,198
Washington	28,002		20,952		21,024		21,094		21,162
Remaining states	336,903		426,542		345,050		371,549		373,123

	Three Months Ended
	9/30/06		6/30/06		3/31/06		12/31/05		9/30/05
Debt to book capitalization ratio	11.6	%	12.8	%	13.0	%	16.9	%	15.8	%
Debt to market capitalization ratio	7.7	%	9.1	%	8.8	%	11.9	%	11.1	%

Interest coverage ratio	8.9	x(1)	9.7	x	9.1	x	8.7	x	7.7	x
Fixed charge coverage ratio	2.6	x(1)	2.8	x	2.8	x	2.7	x	2.6	x

Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number of Shares that May Yet Be Purchased Under the Plan
5/1-5/31	71,493	$	20.65	(a)	71,493	(b)	2,395,607

Matter	Votes Cast For	Votes Against	Abstentions
Election of Andre C. Dimitriadis	21,109,270	215,271
Election of Boyd W. Hendrickson	21,041,225	283,316
Election of Edmund C. King	21,105,852	218,689
Election of Wendy L. Simpson	20,726,770	597,771
Election of Timothy J. Triche, M.D.	21,223,109	101,432
Election of Sam Yellen	21,103,186	221,355
Ratification of the Company’s Independent Auditors	20,678,774	559,475	86,292