LTC Properties Inc 2024年度报告

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act.: Largeacceleratedfiler☒Acceleratedfiler☐Non-acceleratedfiler☐Smallerreportingcompany☐Emerging growthcompany☐ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders are incorporated by referenceAnnual Report on Form10-K where indicated. Cautionary Statement on Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaningof Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities ExchangeAct of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995.Statements that are not purely historical may be forward-looking. You can identify some of theforward-looking statements by their use of forward-looking words, such as “believes,” “expects,”“may,” “will,” “could,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,”“estimates” or “anticipates,” or the negative of those words or similar words. Forward-lookingstatements involve inherent risks and uncertainties regarding events, conditions and financial trendsthat may affect our future plans of operation, business strategy, results of operations and financialposition. A number of important factors could cause actual results to differ materially from thoseincluded within or contemplated by such forward- looking statements, including, but not limited to,our dependence on our operators for revenue and cash flow; the duration and extent of the effects ofthe public health crises;government regulation of the health care industry; federal and state healthcare cost containment measures including reductions in reimbursement from third-party payors suchas Medicare and Medicaid; required regulatory approvals for operation of health care facilities; afailure to comply with federal, state, or local regulations for the operation of health care facilities;the adequacy ofinsurance coverage maintained by our operators; our relianceon a few majoroperators; our ability to renew leases or enter into favorable terms of renewals or new leases; theimpact of inflation; operator financial or legal difficulties; the sufficiency of collateral securingmortgage loans; an impairment of ourreal estate investments; the relative illiquidity of our realestate investments; our ability to develop and complete construction projects; our ability to investcash proceeds for health care properties; a failure to qualify as a REIT; our ability to grow if accessto capital is limited; and a failure to maintain or increase our dividend. For a discussion of these andother factors that could cause actual results to differ from those contemplated in the forward-lookingstatements, please see the discussion under “Risk Factors” contained in this report and in otherinformation contained in this report and our publicly available filings with the Securities andExchange Commission. We do not undertake any responsibility to update or revise any of thesefactors or to announce publicly any revisions to forward-looking statements, whether as a result ofnew information, future events or otherwise. LTC Properties, Inc. TableofContents Part I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem 4.Mine Safety Disclosures 4162525262828 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities29Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations31Item7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Financial Statements54Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure103Item9A.Controls and Procedures103Item9B.Other Information106Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections107 Part III Item10.Directors, Executive Officers and Corporate Governance107Item11.Executive Compensation107Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters107Item13.Certain Relationships and Related Transactions, and Director Independence107Item14.Principal Accountant Fees and Services108 Part IV 108 Item15.Exhibits and Financial Statement SchedulesItem16.Form 10-K Summary110 SIGNATURES111 PART I Item1. BUSINESS General LTC Properties,Inc. is a real estate investment trust (“REIT”) that invests in seniors housingand health care properties through sale-leasebacks, mortgage financing, joint ventures, constructionfinancing and structured finance solutions including preferred equity, bridge and mezzanine lending.Our investments in owned properties, mortgage loans, mezzanine loans and preferre