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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 1999
BALANCED CARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
DELAWARE 1-13845 25-1761898
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
</TABLE>
1215 MANOR DRIVE, MECHANICSBURG, PENNSYLVANIA 17055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 717-796-6100
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
The accompanying unaudited pro forma financial information gives effect to the
acquisition of the real property, improvements, furniture, fixtures and
equipment of twelve Outlook Pointe(R) assisted living facilities which were
developed by the Company over the past three years, leased from Meditrust by
either the Company or a third party operator, and managed by the Company prior
to closing on December 30, 1999 (the "Asset Acquisition"). Details of the Asset
Acquisition were reported in the Company's previously submitted Current Report
dated December 15, 1999 and filed January 14, 2000.
In a separate transaction, the Company divested its Missouri operations (the
"Missouri Divestiture"), the details of which were reported in the Company's
Current Report dated January 12, 2000 and filed January 27, 2000, in which pro
forma adjustments for the Missouri Divestiture were presented as of and for the
three months ended September 30, 1999. The pro forma adjustments for the
Missouri Divestiture in this Current Report are as of and for the six months
ended December 31, 1999.
The column captioned "Consolidated Pro Forma" on the Statement of Operations
reflects the Asset Acquisition and the Missouri Divestiture as if they had
occurred at the beginning of the period reported. The column captioned
"Consolidated Pro Forma" on the Balance Sheet reflects the Asset Acquisition and
Missouri Divestiture as if they occurred on the date reported.
Because the Asset Acquisition is reflected in the Consolidated Balance Sheet at
December 31, 1999, no pro forma balance sheet adjustments are required for this
transaction.
The unaudited pro forma data is based on the historical financial statements of
the Company and gives effect to the adjustments (which the Company believes to
be reasonable) described in the accompanying Notes to Unaudited Pro Forma
Financial Information. They are not necessarily indicative of the Company's
financial position or the results of operations that actually would have
occurred if the transactions had been consummated on the dates shown. In
addition, they are not intended to be a projection of results of operations that
may be obtained by the Company in the future. The unaudited pro forma data
should be read in conjunction with the consolidated financial statements and
related notes thereto.
Page 2
<PAGE> 3
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENT
THE COMPANY MISSOURI CONSOLIDATED
ACTUAL DIVESTITURE PRO FORMA
------------ ----------- ------------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,832 $ 6,528(a) $ 11,360
Receivables (net of allowance for doubtful receivables) 15,267 (1,000)(b) 14,267
Development contracts in process 1,248 1,248
Prepaid expenses and other current assets 1,066 (132)(c) 934
--------- --------- ---------
Total current assets 22,413 5,396 27,809
========= ========= =========
Restricted investments 1,353 (135)(c) 1,218
Property and equipment, net 79,967 (3,910)(c) 76,057
Goodwill, net 15,004 (249)(c) 14,755
Purchase option deposits 4,747 4,747
Other assets 3,387 2,031(c) 5,418
--------- --------- ---------
Total assets $ 126,871 $ 3,133 $ 130,004
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,783 $ 7,783
Accounts payable 6,062 6,062
Accrued payroll 1,855 1,855
Accrued expenses 5,849 (234)(c) 5,615
--------- --------- ---------
Total current liabilities 21,549 (234) 21,315
Long-term debt, net of current portion 52,288 52,288
Straight-line lease liability 2,562 (1,390)(c) 1,172
Deferred revenue and other liabilities 715 4,771(d) 5,486
--------- --------- ---------
Total liabilities 77,114 3,147 80,261
--------- --------- ---------
Stockholders' equity:
Common stock, $.001 par value; authorized - 50,000,000 shares;
issued and outstanding - 34,172,847 shares at
December 31, 1999 35 0 35
Additional paid-in capital 83,333 83,333
Accumulated deficit (33,611) (14)(e) (33,625)
--------- --------- ---------
Total stockholders' equity 49,757 (14) 49,743
--------- --------- ---------
Total liabilities and stockholders' equity $ 126,871 $ 3,133 $ 130,004
========= ========= =========
</TABLE>
See accompanying notes to consolidated pro forma financial statements
Page 3
<PAGE> 4
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(Dollars in thousands)
MISSOURI DIVESTITURE
- --------------------
(a) Represents the cash proceeds received from the sale, as follows:
<TABLE>
<CAPTION>
<S> <C>
Sales price $9,200
Consideration received in the form of promissory notes ($2,525)
Closing costs and additional rent paid at settlement (147)
------------
Total pro forma adjustment $6,528
============
(b) Represents a provision for uncollectible receivables not sold as part of the
Missouri Divestiture.
c) Represents assets and liabilities of the Missouri operations sold, as follows:
Prepaid expenses and other current assets ($132)
Restricted investments ($135)
Property, plant and equipment, net ($3,910)
Goodwill, net ($249)
Other assets ($494) (1)
------------
($4,920)
Accrued expenses $234
Lease liability $1,390
------------
Net assets sold ($3,296)
============
(1) The pro forma adjustment presented on the balance sheet reflects
the net of the $494 of assets sold and the addition of the $2,525
promissory notes received as partial consideration for the sale.
(d) Represents the net proceeds of the gain on sale as follows:
Cash proceeds $6,675
Notes receivable 2,525 $9,200
------------
Less: Provision for uncollectible receivables not sold (1,000)
Closing costs paid at settlement (133) (1,133)
-------------------------
Net proceeds 8,067
Net assets sold ($3,296)
------------
Deferred gain on sale $4,771 (2)
============
</TABLE>
(2) Additional costs relating to the divestiture and the disengagement
of the regional office will reduce the deferred gain on sale in
future reporting periods.
(e) Reflects past-due additional rent paid at settlement.
Page 4
<PAGE> 5
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999 AND THE SIX MONTHS ENDED DECEMBER 31, 1999
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------
PRO FORMA ADJUSTMENTS
----------------------------------------------------
TOTAL
MISSOURI ASSET PRO FORMA CONSOLIDATED
ACTUAL DIVESTITURE ACQUISITION ADJUSTMENTS PRO FORMA
--------- ---------- --------- --------- ---------
(unaudited
<S> <C> <C> <C> <C> <C>
Revenues:
Patient services $ 22,190 $ (17,765)(a) $ (17,765) $ 4,425
Resident services 13,927 (1,832)(a) (1,832) 12,095
Development fees 538 0 538
Management fees 175 (4)(a) (4) 171
Other revenues 111 (35)(a) 1,029(d) 994 1,105
--------- --------- --------- --------- ---------
Total revenues 36,941 (19,636) 1,029 (18,607) 18,334
--------- --------- --------- --------- ---------
Operating expenses:
Facility operating expenses:
Salaries, wages and benefits 17,534 (9,701)(a) (9,701) 7,833
Other operating expenses 11,016 (6,737)(a) (6,737) 4,279
Development, general and administrative expense 5,169 (962)(a) (962) 4,207
Provision for losses on development activities 0 0
Provision for losses under shortfall funding agreements 1,550 0 1,550
Provision for losses under severance agreements 0 0
Bad debt expense 0 0
Lease expense 6,902 (3,000)(a) (1,195)(e) (4,195) 2,707
Depreciation and amortization expense 1,514 (172)(a) 1,001(f) 829 2,343
--------- --------- --------- --------- ---------
Total operating expenses 43,685 (20,572) (194) (20,766) 22,919
--------- --------- --------- --------- ---------
Income (loss) from operations (6,744) 936 1,223 2,159 (4,585)
Other income (expense):
Interest and other income 172 83(b) 83 255
Interest expense (822) 290(c) (2,012)(g) (1,722) (2,544)
Loss on sale of assets 0 0
--------- --------- --------- --------- ---------
Loss before income taxes and
extraordinary item (7,394) 1,309 (789) 520 (6,874)
Provision for income taxes 5 0 5
--------- --------- --------- --------- ---------
Income (loss) before extraordinary item (7,399) 1,309 (789) 520 (6,879)
Extraordinary loss on extinguishment of debt (739) 0 (739)
--------- --------- --------- --------- ---------
Net income (loss) (8,138) 1,309 (789) 520 (7,618)
--------- --------- --------- --------- ---------
Basic loss per share:
Loss before extraordinary item $ (0.39) $ (0.36)
========= =========
Net loss $ (0.43) $ (0.40)
========= =========
Diluted loss per share:
Loss before extraordinary item $ (0.39) $ (0.36)
========= =========
Net loss $ (0.43) $ (0.40)
========= =========
Weighted average shares - basic 18,945 18,945
========= =========
Weighted average shares - diluted 18,945 18,945
========= =========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999
-----------------------------------------------------------
PRO FORMA ADJUSTMENTS
-----------------------------------------------------
TOTAL
MISSOURI ASSET PRO FORMA
ACTUAL DIVESTITURE ACQUISITION ADJUSTMENTS
----------- --------- --------- ---------
(audited)
<S> <C> <C> <C> <C>
Revenues:
Patient services $ 47,999 $ (38,474)(h) $ (38,474)
Resident services 22,748 (3,370)(h) (3,370)
Development fees 6,288 0
Management fees 1,117 (4) (4)
Other revenues 294 (211)(h) 2,896(j) 2,685
---------- --------- --------- ---------
Total revenues 78,446 (42,059) 2,896 (39,163)
---------- --------- --------- ---------
Operating expenses:
Facility operating expenses:
Salaries, wages and benefits 32,994 (18,878)(h) (18,878)
Other operating expenses 22,480 (15,266)(h) (15,266)
Development, general and administrative expense 12,781 (2,035)(h) (2,035)
Provision for losses on development activities 13,050 0
Provision for losses under shortfall
funding agreements 4,660 0
Provision for losses under severance agreements 1,600 0
Bad debt expense 2,044 0
Lease expense 10,715 (5,921)(h) (558)(k) (6,479)
Depreciation and amortization expense 2,145 (283)(h) 2,003(l) 1,720
---------- --------- --------- ---------
Total operating expenses 102,469 (42,383) 1,445 (40,938)
---------- --------- --------- ---------
Income (loss) from operations (24,023) 324 1,451 1,775
Other income (expense):
Interest and other income 780 67 (I) 67
Interest expense (647) 370 (h) (4,024)(m) (3,654)
Loss on sale of assets (302) 0
---------- --------- --------- ---------
Loss before income taxes and
extraordinary item (24,192) 761 (2,573) (1,812)
Provision for income taxes (555) 0
---------- --------- --------- ---------
Income (loss) before extraordinary item (23,637) 761 (2,573) (1,812)
Extraordinary loss on extinguishment of debt 0
---------- --------- --------- ---------
Net income (loss) $ (23,637) $ 761 $ (2,573) $ (1,812)
---------- --------- --------- ---------
Basic loss per share:
Loss before extraordinary item $ (1.41)
=========
Net loss $ (1.41)
=========
Diluted loss per share:
Loss before extraordinary item $ (1.41)
=========
Net loss $ (1.41)
=========
Weighted average shares - basic 16,713
=========
Weighted average shares - diluted 16,713
=========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999
------------------------
PRO FORMA ADJUSTMENTS
---------------------
CONSOLIDATED
PRO FORMA
---------
<S> <C>
Revenues:
Patient services $ 9,525
Resident services 19,378
Development fees 6,288
Management fees 1,113
Other revenues 2,979
---------
Total revenues 39,283
---------
Operating expenses:
Facility operating expenses:
Salaries, wages and benefits 14,116
Other operating expenses 7,214
Development, general and administrative expense 10,746
Provision for losses on development activities 13,050
Provision for losses under shortfall
funding agreements 4,660
Provision for losses under severance agreements 1,600
Bad debt expense 2,044
Lease expense 4,236
Depreciation and amortization expense 3,865
---------
Total operating expenses 61,531
---------
Income (loss) from operations (22,248)
Other income (expense):
Interest and other income 847
Interest expense (4,301)
Loss on sale of assets (302)
---------
Loss before income taxes and
extraordinary item (26,004)
Provision for income taxes (555)
---------
Income (loss) before extraordinary item (25,449)
Extraordinary loss on extinguishment of debt 0
---------
Net income (loss) $ (25,449)
---------
Basic loss per share:
Loss before extraordinary item $ (1.52)(j)
=========
Net loss $ (1.52)(j)
=========
Diluted loss per share:
Loss before extraordinary item $ (1.52)
=========
Net loss $ (1.52)
=========
Weighted average shares - basic 16,713
=========
Weighted average shares - diluted 16,713
=========
</TABLE>
See accompanying notes to consolidated pro forma financial statements
Page 5
<PAGE> 6
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 1999
(dollars in thousands)
(a) Represents the elimination of revenues and expenses of the Missouri
operations.
(b) Represents interest income on promissory notes received as part the
total consideration received from the divestiture of the Missouri
operations, net of the elimination of interest income on divested
operations, calculated as follows:
<TABLE>
<CAPTION>
Annual
Principal Rate Interest
--------- ------ --------
<S> <C> <C> <C>
First Promissory Note $ 525 10.00% $ 26
Second Promissory Note $ 2,000 8.75% 88
-------
Interest on promissory notes 114
Interest income relating to divested operations (31)
-------
Pro forma adjustment $ 83
=======
</TABLE>
c) Represents an adjustment for the interest expense paid on the portion of
the outstanding balance of the working capital line of credit which was
collateralized by two of the divested skilled nursing properties. The
aforementioned outstanding balance was repaid in anticipation of the
divestiture, pursuant to the requirements of the loan and security
agreement in which these two divested properties were pledged as
collateral. Also included is an adjustment for miscellaneous interest
expense incurred by the divested Missouri operations. The calculation
follows.
<TABLE>
<S> <C>
Average outstanding borrowing base generated by
the pledged divested properties $5,400
Interest rate 11.25%
Number of months outstanding 5
------------
Interest reduction on line of credit 253
Interest expense relating to divested operations 37
------------
Pro forma adjustment $ 290
============
</TABLE>
(d) Represents rental income from the acquired properties, which the Company
would have received as property owners of its managed operations. The
adjustment is equivalent to the rent paid to the previous property owner
by the third party owner of the managed operations.
(e) Represents the elimination of rent expense for the acquired properties
previously leased, which the Company would not have paid as owners of
the property and operations. The adjustment is equivalent to the rent
paid to the previous owner of the property.
(f) Represents the Company's estimated depreciation on the assets acquired
and amortization of deferred financing costs incurred relating to the
promissory note with Heller Healthcare Finance, Inc., calculated as
follows:
<TABLE>
<CAPTION>
Depreciation
Asset and Amortization
Asset Basis Life Adjustment
--------------------------- --------------------------------------
<S> <C> <C> <C>
Land $5,735 n/a $ 0
Land Improvements 700 15 23
Buildings and Improvements 42,497 40 531
Furniture and Equipment 3,300 10 165
-------- -------------
52,232 719
-------- -------------
Deferred financing costs 1,127 2 282
-------- -------------
Total pro forma adjustment $53,359 $1,001
======== =============
</TABLE>
(g) Represents interest expense on debt related to the financing of the acquired
assets, calculated as follows:
<TABLE>
<CAPTION>
Assumed
Loan Interest Interest
Lender Amount Rate/Yield Adjustment
-------------------------------------- ---------------------------------------
<S> <C> <C> <C>
Heller Healthcare Finance, Inc. $32,000 9.80% $1,568
FRR Investments Limited 7,000 12.68% 444
------------
Total pro forma adjustment $2,012
============
</TABLE>
Page 6
<PAGE> 7
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1999
(dollars in thousands)
(h) Represents the elimination of revenues and expenses of the Missouri
operations.
(I) Represents interest income on promissory notes received as part the total
consideration received from the divestiture of the Missouri operations,
net of the elimination of interest income on divested operations,
calculated as follows:
<TABLE>
<CAPTION>
Annual
Principal Rate Interest
--------------- -------------- ---------------
<S> <C> <C> <C>
Promissory Note $ 525 10.00% $ 53
Second Promissory Note $2,000 8.75% 175
---------------
Interest on promissory notes 228
Interest income relating to divested operations (161)
---------------
Pro forma adjustment $ 67
===============
</TABLE>
(j) Represents rental income from the acquired properties, which the Company
would have received as property owners of its managed operations. The
adjustment is equivalent to the rent paid to the previous property owner
by the third party owner of the managed operations.
(k) Represents the elimination of rent expense for the acquired properties
previously leased, which the Company would not have paid as owners of
the property and operations. The adjustment is equivalent to the rent
paid to the previous owner of the property.
(l) Represents the Company's estimated depreciation on the assets acquired
and amortization of deferred financing cost incurred relating to the
promissory note with Heller Healthcare Finance, Inc., calculated as
follows:
<TABLE>
<CAPTION>
Depreciation
Asset and Amortization
Asset Basis Life Adjustment
--------------- ---------------------------------------
<S> <C> <C> <C>
Land $5,735 n/a $ 0
Land Improvements 700 15 47
Buildings and Improvements 42,497 40 1,062
Furniture and Equipment 3,300 10 330
-------- ------------
52,232 1,439
-------- ------------
Deferred financing costs 1,127 2 564
-------- ------------
Total pro forma adjustment $53,359 $2,003
======== ============
</TABLE>
(m) Represents interest expense on debt related to the financing of the acquired
assets, calculated as follows:
<TABLE>
<CAPTION>
Assumed
Loan Interest Interest
Lender Amount Rate/Yield Adjustment
------------------------------- -----------------------------------------
<S> <C> <C> <C>
Heller Healthcare Finance, Inc. $32,000 9.80% $(3,136)
FRR Investments Limited 7,000 12.68% (888)
-----------
Total pro forma adjustment $(4,024)
===========
</TABLE>
Page 7
<PAGE> 8
(c) Exhibits. The following Exhibits are filed with this Current Report on
Form 8-K Pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Subscription Agreement dated October 8, 1999, as amended and
restated October 11, 1999, between the Company and IPC
(incorporated by reference to Exhibit 4.1 to the Company's
8-K dated October 8, 1999)
10.1 Memorandum of Understanding by and among New Meditrust
Company LLC, IPC Advisors S.a.r.l., Balanced Care
Corporation, and Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care Realty at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc., Balanced
Care Realty at Reading, Inc., Balanced Care Realty at
Scranton, Inc., Balanced Care Realty at Sherwood, Inc., and
Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (previously filed)
10.2 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l., and Balanced Care Corporation dated as of
December 30, 1999 (previously filed)
10.3 Promissory Note made by Balanced Care Corporation and IPC
Advisors S.a.r.l. in favor of New Meditrust Company LLC dated
December 30, 1999 (previously filed)
10.4 Loan Agreement by and among Heller Healthcare Finance, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc., Balanced
Care Realty at Reading, Inc., Balanced Care Realty at
Scranton, Inc., Balanced Care Realty at Sherwood, Inc., and
Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (previously filed)
</TABLE>
Page 8
<PAGE> 9
<TABLE>
<S> <C>
10.5 Series One 1999 BCC Discount Note made by Balanced Care
Corporation in favor of FRR Investments Limited dated
December 29, 1999 (previously filed)
10.6 Indemnification, Defense, Hold Harmless and Reimbursement
Agreement by and between Balanced Care Corporation and IPC
Advisors S.a.r.l. dated as of December 29, 1999 (previously
filed)
10.7 Right of First Refusal Agreement by and among Meditrust
Mortgage Investments, Inc., Meditrust Corporation, and IPC
Advisors S.A.R.L. dated as December 30, 1999 (previously
filed)
99.1 Press release of the Company dated December 15, 1999
(previously filed)
99.2 Press release of the Company dated December 21, 1999
(previously filed)
99.3 Press release of the Company dated January 13, 2000
(previously filed)
</TABLE>
Page 9
<PAGE> 10
SIGNATURE
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.
BALANCED CARE CORPORATION
/s/ Clint T. Fegan
Date: March 14, 2000 By: Clint T. Fegan
Chief Financial Officer
Page 10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Subscription Agreement dated October 8, 1999, as amended and
restated October 11, 1999, between the Company and IPC
(incorporated by reference to Exhibit 4.1 to the Company's
8-K dated October 8, 1999)
10.1 Memorandum of Understanding by and among New Meditrust
Company LLC, IPC Advisors S.a.r.l., Balanced Care
Corporation, and Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care Realty at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc., Balanced
Care Realty at Reading, Inc., Balanced Care Realty at
Scranton, Inc., Balanced Care Realty at Sherwood, Inc., and
Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (previously filed)
10.2 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l., and Balanced Care Corporation dated as of
December 30, 1999 (previously filed)
10.3 Promissory Note made by Balanced Care Corporation and IPC
Advisors S.a.r.l. in favor of New Meditrust Company LLC dated
December 30, 1999 (previously filed)
10.4 Loan Agreement by and among Heller Healthcare Finance, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc., Balanced
Care Realty at Reading, Inc., Balanced Care Realty at
Scranton, Inc., Balanced Care Realty at Sherwood, Inc., and
Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (previously filed)
10.5 Series One 1999 BCC Discount Note made by Balanced Care
Corporation in favor of FRR Investments Limited dated
December 29, 1999 (previously filed)
</TABLE>
Page 11
<PAGE> 12
<TABLE>
<S> <C>
10.6 Indemnification, Defense, Hold Harmless and Reimbursement
Agreement by and between Balanced Care Corporation and IPC
Advisors S.a.r.l. dated as of December 29, 1999 (previously
filed)
10.7 Right of First Refusal Agreement by and among Meditrust
Mortgage Investments, Inc., Meditrust Corporation, and IPC
Advisors S.A.R.L. dated as December 30, 1999 (previously
filed)
99.1 Press release of the Company dated December 15, 1999
(previously filed)
99.2 Press release of the Company dated December 21, 1999
(previously filed)
99.3 Press release of the Company dated January 13, 2000
(previously filed)
</TABLE>
Page 12
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