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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: _______________ to _______________.
Commission File No. 1-12451
NEW YORK HEALTH CARE, INC.
(Name of small business issuer in its charter)
NEW YORK 11-2636089
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1850 McDonald Avenue, Brooklyn, New York 11223
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Issuer's telephone number, including area code: (718) 375-6700
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities under
a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 3,668,730
Transitional Small Business Disclosure Format (check one);
Yes [ ] No [X]
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
A S S E T S
<S> <C>
Current assets:
Cash and cash equivalents $ 533,220
Accounts receivable, net of allowance for uncollectible
amounts of approximately $508,000 6,902,910
Unbilled services 106,578
Prepaid expenses 74,500
Deferred tax asset 206,000
------------
Total current assets 7,823,208
Property and equipment, net 422,603
Intangibles, net 1,364,235
Deposits 53,327
------------
Total assets $ 9,663,373
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued payroll $ 2,085,560
Note payable - bank 2,850,000
Current maturities of long term debt 207,446
Accounts payable and accrued expenses 721,872
Income taxes payable 79,000
------------
Total current liabilities 5,943,878
------------
Long-term debt, less current maturities 45,027
------------
Commitments, contingencies and other comments
Shareholders' equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized;
590,375 issued 5,904
Common stock, $.01 par value, 12,500,000 shares authorized;
3,750,000 shares issued, 3,668,730 outstanding 37,500
Additional paid-in capital 4,758,414
Accumulated deficit (1,037,054)
------------
3,764,764
Less: Treasury stock (81,270 common shares at cost) (90,296)
------------
Total shareholders' equity 3,674,468
------------
Total liabilities and shareholders' equity $ 9,663,373
============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
------------------------ --------------------------
1999 2000 1999 2000
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net patient service revenue $6,277,828 $7,469,083 $16,897,231 $21,821,853
----------- ----------- ------------ ------------
Expenses:
Professional care of patients 4,516,031 5,510,610 12,146,346 16,129,360
General and administrative 1,513,949 1,661,999 4,593,586 4,915,918
Bad debts expense 50,000 37,500 108,824 212,654
Impairment of goodwill 1,487,192
Depreciation and amortization 72,465 48,280 209,132 180,802
----------- ----------- ------------ ------------
Total operating expenses 6,152,445 7,258,389 17,057,888 22,925,926
----------- ----------- ------------ ------------
Income (loss) from operations 125,383 210,694 (160,657) (1,104,073)
Nonoperating expenses:
Interest expense (84,760) (85,919) (246,771) (242,878)
----------- ----------- ------------ ------------
Income (loss) before provision (benefit) for
income taxes 40,623 124,775 (407,428) (1,346,951)
----------- ----------- ------------ ------------
Provision (benefit) for income taxes:
Current 71,114 122,000 (128,886) 120,000
Deferred (58,000) (65,000) (55,000) (104,000)
----------- ----------- ------------ ------------
13,114 57,000 (183,886) 16,000
----------- ----------- ------------ ------------
Net income (loss) 27,509 67,775 (223,542) (1,362,951)
Dividends declared on preferred stock 13,500
----------- ----------- ------------ ------------
Net income (loss) applicable to
common stock $ 27,509 $ 67,775 $ (237,042) $(1,362,951)
=========== =========== ============ ============
Basic earnings (loss) per share $ .01 $ .02 $ (.06) $ (.37)
=========== =========== ============ ============
Diluted earnings (loss) per share $ .01 $ .02 $ (.06) $ (.37)
=========== =========== ============ ============
Weighted average shares outstanding 3,686,784 3,668,730 3,689,072 3,668,730
=========== =========== ============ ============
Diluted weighted average shares
outstanding 3,686,784 4,304,834 3,689,072 3,668,730
=========== =========== ============ ============
Dividends declared per share
of preferred stock $ .03
===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
Preferred Treasury
Common Stock Stock Additional Stock Retained
------------------- ------------------ Paid-In ----------------- Earnings/
Shares Amount Shares Amount Capital Shares Amount (Deficit) Total
--------- -------- --------- ------- ---------- ------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 1, 2000 3,750,000 $ 37,500 590,375 $ 5,904 $4,758,414 81,270 $(90,296) $ 325,897 $ 5,037,419
Net loss (1,362,951) (1,362,951)
--------- -------- --------- ------- ---------- ------ --------- ------------ ------------
Balance at
September 30, 2000 3,750,000 $ 37,500 590,375 $ 5,904 $4,758,414 81,270 $(90,296) $(1,037,054) $3,674,468
========= ======== ========= ======= ========== ====== ========= ============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
-------------------------
1999 2000
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (223,542) $(1,362,951)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 209,132 180,802
Bad debt expense 108,824 212,654
Deferred tax credit (55,000) (109,000)
Impairment of goodwill 1,487,192
Changes in operating assets and liabilities:
Increase in accounts receivable and
unbilled services (254,174) (857,285)
Increase in due from affiliates (400)
Decrease in prepaid taxes and income tax receivable 77,244 154,906
Decrease in prepaid expenses 39,302
Increase in deposits (6,899) (601)
Increase in accrued payroll 622,366 1,115,385
Increase (decrease) in accounts payable and accrued expenses 140,571 (204,700)
Increase in other current liabilities 18,945
Increase in income taxes receivable (231,941)
Increase in income taxes payable 79,000
----------- ------------
Net cash provided by operating activities 386,181 753,649
----------- ------------
Cash flows from investing activities:
Acquisition of fixed assets (144,967) (33,131)
Payments for purchase acquisitions and associated costs (49,524)
----------- ------------
Net cash used in investing activities (194,491) (33,131)
----------- ------------
Cash flows from financing activities:
Borrowings under notes payable 250,000
Repayment of long-term debt (339,084) (284,412)
Purchase of treasury stock (30,282)
Preferred stock dividends paid (13,500)
----------- ------------
Net cash used in financing activities (132,866) (284,412)
----------- ------------
Net increase in cash and cash equivalents 58,824 436,106
Cash and cash equivalents at beginning of period 192,675 97,114
----------- ------------
Cash and cash equivalents at end of period $ 251,499 $ 533,220
=========== ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited financial statements, which are for an interim
period, do not include all disclosures provided in the annual financial
statements. These unaudited financial statements should be read in conjunction
with the financial statements and the footnotes thereto contained in the Annual
Report on Form 10-KSB for the year ended December 31, 1999 of New York
Healthcare, Inc. and Subsidiary (the "Corporation"), as filed with the
Securities and Exchange Commission.
In the opinion of the Corporation, the accompanying unaudited financial
statements contain all adjustments (including normal recurring adjustments)
necessary for a fair presentation of the financial statements. The results of
operations for the nine months ended September 30, 2000 are not necessarily
indicative of the results to be expected for the full year.
NOTE 2 - EARNINGS/LOSS PER SHARE:
Basic earnings or loss per share excludes dilution and is computed by dividing
earnings available to common shareholders by the weighted average number of
common shares outstanding for the period.
Diluted earnings or loss per share is computed by dividing earnings available to
common shareholders by the weighted average number of common shares outstanding
for the period, adjusted to reflect potentially dilutive securities. During the
three months ended September 30, 2000, options and warrants were included in the
computation of diluted earnings per share because the exercise price was less
than the average market price of the Company's common stock during that period.
Common shares issuable as a result of the assumed conversion of the Company's
preferred stock were also included in the computation of diluted earnings per
share during the three months ended September 30, 2000. Due to the net loss for
the nine months ended September 30, 2000 and 1999, options, warrants and
convertible preferred stock were not included in the computation of diluted
earnings per share because the effect would be to reduce the loss per share.
NOTE 3 - STOCK OPTIONS:
On July 10, 2000, the Corporation granted 400,000 stock options, pursuant to its
Performance Incentive Plan, to two of its officers at exercise prices ranging
from $.50 to $.55 per share. The stock options have an expiration date of five
to ten years.
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - LINE OF CREDIT:
The Corporation has a $6,000,000 line of credit with a bank. The availability
of the line of credit is based on a formula of eligible accounts receivable.
All of the Corporation's assets collateralize the line and the Corporation has
also guaranteed the line of credit. At September 30, 2000, $2,850,000 was
outstanding. Borrowings under the agreement bear interest at prime plus 2%
(11.5% at September 30, 2000). The line of credit expired during 1999, and the
bank has continued to fund the line of credit on a month-to-month basis pending
the Corporation's obtaining replacement financing.
NOTE 5 - PREFERRED STOCK:
On March 31, 1999, the Corporation declared a dividend (amounting to $13,500),
to holders of preferred stock, which was paid in April 1999.
NOTE 6 - RELATED PARTY TRANSACTIONS:
Included in long-term debt is a $70,139 note due to a related party.
One of the Corporation's directors provides consulting services on an as needed
basis. Consulting expenses to the director amounted to $9,000 and $12,000 for
the nine months ended September 30, 2000 and 1999, respectively.
NOTE 7 - SUPPLEMENTAL CASH FLOW DISCLOSURES:
Nine Months Ended
September 30,
------------------
1999 2000
-------- --------
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest $246,771 $242,878
======== ========
Income taxes $184,195 $ 19,547
======== ========
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8 - IMPAIRMENT OF INTANGIBLE ASSETS:
Due to a decrease in revenue and projected additional reductions in revenue from
the operations of certain offices located in New Jersey, the Company evaluated
the ongoing value of its intangible assets associated with those acquisitions
which were made by the Company from December 1997 through February 1999. Based
on this evaluation, at June 30, 2000, the Company has determined that intangible
assets with a carrying amount of $1,688,134 were impaired. Accordingly, such
amount was reduced by $1,487,192 to their estimated fair value by a charge to
operations. For the nine months ended September 30, 2000, the impairment charge
represented a per-share net loss of $.41 both on a basic and diluted basis.
Estimated fair value was determined based on the management's evaluation of
current purchases of similar companies in the home health care industry.
NOTE 9 - INTANGIBLES:
Intangibles consist of the following at September 30, 2000:
Goodwill $ 1,396,712
Contract value 60,217
Customer lists 38,470
------------
1,495,399
Less accumulated amortization 131,164
------------
$ 1,364,235
============
NOTE 10 - INCOME TAXES:
The temporary differences that give rise to deferred tax assets are impairment
of intangible assets for book purposes over tax purposes, accumulated
amortization and depreciation for tax purposes over book amortization and
depreciation and the allowance for doubtful accounts for book purposes. At
September 30, 2000, the Company has provided a valuation allowance on the net
deferred tax asset balance for $456,000 due to the uncertainty regarding the
realizability of this asset. During the three months ended September 30, 2000,
the valuation allowance decreased by $54,000.
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 11 - EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share are computed as follows:
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
---------------------- -------------------------
1999 2000 1999 2000
---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Basic and diluted earnings (loss)
per share:
Earnings (loss):
Net income (loss) applicable
to common stock $ 27,509 $ 67,775 $ (237,042) $(1,362,951)
========== ========== =========== ============
Shares:
Weighted average number of
common shares outstanding - basic 3,686,784 3,668,730 3,689,072 3,668,730
Effect of dilutive options 163,804
Effect of dilutive convertible
preferred stock 472,300
---------- ---------- ----------- ------------
Diluted weighted average shares
outstanding 3,686,784 4,304,834 3,689,072 3,668,730
========== ========== =========== ============
Basic earnings (loss)
per share $ .01 $ .02 $ (.06) $ (.37)
========== ========== =========== ============
Diluted earnings (loss)
per share $ .01 $ .02 $ (.06) $ (.37)
========== ========== =========== ============
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1999.
RESULTS OF OPERATIONS
Revenues for the nine months ended September 30, 2000 increased 29% to
approximately $21,822,000 from approximately $16,897,000 for the nine months
ended September 30,1999. The increase is primarily the result of a gain in
revenue from the HRA contract.
Cost of professional care of patients for the nine months ended September 30,
2000 increased 33% to approximately $16,129,000 from approximately $12,146,000
for the nine months ended September 30, 1999. The increase resulted from hiring
additional home health care personnel to service the increased business. The
cost of professional care of patients as a percentage of revenues increased 2%
to approximately 74% for the nine months ended September 30, 2000 from
approximately 72% for nine months ended September 30, 1999. The increase was
primarily caused by the HRA contract, which provides a lower gross profit than
other contracts.
Selling, general and administrative expenses for the nine months ended September
30, 2000 increased 7% to approximately $4,916,000 from approximately $4,594,000
for the nine months ended September 30, 1999 primarily due to the additional
costs resulting from the substantial increase in services from the HRA contract.
Selling, general and administrative expenses as a percentage of revenue
decreased 4.7% to 22.5% from 27.2% as a result of increased revenue and the
containment of many fixed costs.
Interest expense for the nine months ended September 30, 2000 decreased to
approximately $243,000 as compared to approximately $247,000 for the nine months
ended September 30, 1999. Interest expense relating to the bank loan increased
for the nine months ended September 30, 2000, due to a higher interest rate as
compared to the nine months ended September 30, 1999(10% average rate vs. 8.75%
average rate) while borrowing activity remained relatively the same for both
periods. The Company repaid approximately $284,000 of other long term debt which
resulted in the overall decrease of interest expense.
The provision for federal, state and local taxes is $16,000 for the nine months
ended September 30, 2000 as compared to a credit for taxes of approximately
$184,000 for the nine months ended September 30,1999, which was the result of a
loss of approximately $407,000 for the period. As a result of its write-off of
$1,487,192 of intangible assets, the Company has recorded a valuation allowance
of approximately $456,000 against the deferred tax asset that resulted in
reducing the deferred tax asset and deferred credit. The Company will
re-evaluate this valuation allowance on a continuing basis.
In view of the foregoing, net loss for the nine months ended September 30, 2000
amounted to approximately $1,363,000 as compared to a net loss of approximately
$224,000 for the nine months ended September 30, 1999. While the loss for the
nine months ended September 30, 1999 was because of lower sales and higher
costs, the loss for nine months ended September 30, 2000 was attributable to the
write-off of $1,487,192 for impairment of intangible assets. The impairment of
intangible assets was due to a decrease in revenue and projected reductions in
revenue from the operations of certain offices located in New Jersey, the
Company evaluated the ongoing value of its intangible assets associated with
those acquisitions (which were made by the Company from December 1997 through
February 1999). Based on this evaluation, the Company has determined that
intangible assets with a carrying amount of $1,688,134 were impaired.
Accordingly, such amount was reduced by $1,487,192 to their estimated fair value
by a charge to operations. The goodwill write-off represented a per-share net
loss of $.41 both on a basic and diluted basis at September 30, 2000. Estimated
fair value was based on Management's evaluation of current purchases of similar
companies in the home health care industry.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2000, net cash provided by operations
was $754,000 as compared to net cash provided by operations of $386,000 during
the nine months ended September 30, 1999, an increase of $368,000. The $754,000
provided by operations for the nine months ended September 30, 2000 was
principally due to the $1,115,000 increase in accrued payroll, offset by an
increase in accounts receivable of $857,000.
Net cash used in investing activities for the nine months ended September 30,
2000 was approximately $33,000, primarily for the acquisition of fixed assets.
Net cash used by financing activities for the nine months ended September 30,
2000 was $284,000 for repayment of long term debt.
As of September 30, 2000, approximately $6,800,000 (approximately 70%) of the
Company's total assets consisted of accounts receivable from clients who are
reimbursed by third-party payers, as compared to $5,623,000 (approximately 54%)
as of September 30, 1999, an increase of 16% as a result of the write off of
goodwill. Such payers generally require substantial documentation in order to
process claims.
Days Sales Outstanding ("DSO") is a measure of the average number of days taken
by the Company to collect its accounts receivable, calculated from the date
services are billed. For the nine months ended September 30, 2000, the
Company's DSO was 93, compared to 99 days for the nine months ended September
30, 1999. The improvement of 6 days in DSO is mainly due to the HRA contract's
DSO, which is currently at 53 days.
POTENTIAL REGULATORY CHANGES
Recently, the government has changed the way it reimburses Medicare Certified
Home Health Agencies. The Government has instituted the Prospective Payment
System. While the Company is not currently a Medicare-Certified Home Health
Agency subject to these changes, many of the Company's referral sources are and
they may be negatively impacted by this legislation which was recently adopted
to control home health care costs. While it is still premature to discern what
impact, if any, these recent changes may have on the Company's operations; there
can be no assurance that this legislation will not result in reduced
reimbursement rates from referral sources.
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by item 601 of Regulation S-B.
Exhibit
Number Description of Exhibit
------ ---------------------------
2.1 Purchase and Sale Agreement dated December 7, 1997 among NYHC Newco
Paxxon, Inc. and Metro Healthcare Services, Inc.**
2.2 Purchase and Sale Agreement dated February 8, 1998 among NYHC Newco
Paxxon, Inc. and Metro Healthcare Services, Inc.***
2.3 Purchase and Sale Agreement dated February 25, 1998 among NYHC Newco
Paxxon, Inc. and Heart to Heart Healthcare Services, Inc.***
3.1 Certificate of Incorporation of the Company.*
3.2 Restated Certificate of Incorporation of the Company.*
3.3 Certificate of Correction of Restated Certificate of Incorporation of
New York Health Care, Inc.*
3.4 Amendment to the Certificate of Incorporation filed October 17, 1996.*
3.5 By-laws of the Company.*
3.6 Amendment to the Certificate of Incorporation of the Company filed
December 4, 1996.*
3.7 Certificate of Designations, Rights and Preferences of New York Health
Care, Inc. Class A Convertible Preferred Stock.*****
4.1 Form of certificate evidencing shares of Common Stock.*
4.2 Underwriter's Warrant Agreement and Form of Underwriter's Warrant.*
10.1 Purchase and Sale Agreement by and between the Company, National
Medical Homecare, Inc., Jerry Braun and Sam Soroka dated
March 18, 1988.*
10.2 Lease for 105 Stevens Avenue, White Plains, New York by and between the
Company and Vincent Rippa as receiver dated October 30, 1992.*
10.3 Lease for 175 Fulton Avenue, Suite 30IA, Hempstead, New York by and
between and the Company and Hempstead Associates Limited Partnership
dated July 22, 1993.*
10.4 Deed for 1667 Flatbush Avenue, Brooklyn, New York from Tiara Realty Co.
to the Company dated April 22, 1994.*
10.5 Agreement between Jerry Braun, Jacob Rosenberg, Samson Soroka, Hirsch
Chitrik, Sid Borenstein and the Company dated September 30, 1988.*
10.6 Lease for 49 South Main Street, Spring Valley, New York by and between
the Company and Joffe Management dated November 1, 1994.*
10.7 Agreement for Provisions of Home Health Aide and Personal CareWorker
Services by and between the Company and Kingsbridge Heights Health
Facilities Long Term Home Health Care Program dated November 2,
1994.*
<PAGE>
10.8 State of New York Department of Health Office of Health Systems
Management Home Care Service Agency License for the Company doing
business in Rockland, Westchester and Bronx Counties dated May 8,
1995.*
10.9 State of New York Department of Health Office of Health Systems
Management Home Care Service Agency License for the Company doing
business in Dutchess, Orange, Putnam, Sullivan and Ulster Counties
dated May 8, 1995.*
10.10 State of New York Department of Health Office of Health Systems
Management Home Care Service Agency License for the Company doing
business in Nassau, Suffolk and Queens Counties dated May 8, 1995.*
10.11 State of New York Department of Health Office of Health Systems
Management Home Care Service Agency License for the Company doing
business in Orange and Rockland Counties dated July 1. 1995.*
10.12 Lease Renewal for 45 Grand Street, Newburgh, New York by and between
the Company and Educational and Charitable Foundation of Eastern Orange
County, Inc. dated July 12, 1995.*
10.13 Lease for 91-31 Queens Boulevard, Elmhurst, New York by and between
the Company and Expressway Realty Company dated September 15,
1995.*
10.14 Settlement Agreement and General Release by and between the Company
and Samson Soroka dated September 28, 1995.*
10.15 Personal Care Aide Agreement by and between the Company and Nassau
County Department of Social Services dated October 18, 1995.*
10.16 Lease for 1667 Flatbush Avenue, Brooklyn, New York by and between the
Company and 1667 Flatbush Avenue LLC dated November 1, 1995.*
10.17 State of New York Department of Health Office of Health Systems
Management Home Care Service Agency License for the Company doing
business in Bronx, Kings, New York, Queens and Richmond Counties
dated December 29, 1995.*
10.18 Home Health Agency Agreement by and between the Company and the Center
for Nursing and Rehabilitation dated January 1, 1996.*
10.19 Homemaker and Personal Care Agreements by and between the Company and
the County of Rockland Department of Social Services dated January 1,
1996.*
10.20 Home Health Aide/ Personal Care Worker Services Agreement by and
between the Company and Beth Abraham Hospital dated January 12,
1996.*
10.21 Homemaker Services Agreement by and between the Company and the Orange
County Department of Social Services dated February 16, 1996.*
10.22 Personal Care Service Agreement by and between the Company and the
Orange County Department of Social Services dated February 16,
1996.*
10.23 Certified Home Health Agency Agreement by and between the Company and
New York Methodist Hospital dated February 28, 1996.*
10.24 Employment Agreement by and between the Company and Jacob Rosenberg
dated March 26, 1996.*
10.25 Employment Agreement by and between the Company and Jerry Braun dated
March 26, 1996.*
<PAGE>
10.26 Stock Option Agreement by and between the Company and Jerry Braun
dated March 26, 1996.*
10.27 Home Health Agency Agreement by and between the Company and the Mount
Sinai Hospital Home Health Agency dated April 1, 1996.*
10.28 Absolute, Unconditional, Irrevocable and Limited Continuing Guaranty
of Payment by and between Jacob Rosenberg and United Mizrahi Bank
and Trust Company dated May 9, 1996.*
10.29 Absolute, Unconditional, Irrevocable and Limited Continuing Guaranty
of Payment by and between Jerry Braun and United Mizrahi Bank and Trust
Company dated May 9, 1996.*
10.30 Continuing General Security Agreement by and between the Company and
United Mizrahi Bank and Trust Company dated May 9, 1996.*
10.31 Agreement for the Purchase of Accounts Receivable between the Company
and 1667 Flatbush Avenue LLC dated July 8, 1996.
10.32 401 (k) Plan for the Company.*
10.33 Performance Incentive Plan for the Company.*
10.34 Services Agreement between the Company and Heart to Heart Health Care
Services, Inc., dated January 1, 1996.
10.35 Employment Agreement by and between the Company and Gilbert Barnett
dated August 27, 1996.*
10.36 Assignment of lease dated October 8, 1996, lease dated September 30,
1995 and sublease dated May 1995 among the Company, as tenant, Prime
Contracting Design Corp., as assignor, Bellox Realty Corp., as landlord
and Nutriplus Corp., as subtenant.*
10.37 Lease for 6 Gramatan Avenue, Mount Vernon, New York, 10550 by and
between the Company and 6 Gramatan Avenue Corp. dated December 1,
1996.*
10.38 Form of Financial Consulting Agreement with H.J. Meyers & Co., Inc.*
10.39 Forms of Merger & Acquisition Agreement and Indemnification.*
10.40 Consulting Agreement by and between the Company and H. Gene Berger
dated July 30, 1997****
10.41 Agreement between the Company and Heart To Heart Health Care Services,
Inc. dated August 6, 1998.*****
10.42 Agreement between the Company and Heart to Heart Health Care Services,
Inc. dated July 29, 1999. ******
10.43 Employment Agreement by and between the Company and Jerry Braun dated
November 12, 1999. *******
10.44 Employment Agreement by and between the Company and Jacob Rosenberg
dated November 12, 1999. *******
11 Computation of Earnings Per Common Share of the Company.
* Incorporated by reference to Exhibits filed as part of the Company's
Registration Statement on Form SB-2 under File No. 333-08152,
which was declared effective on December 20, 1996.
** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of December 8, 1997.
*** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of February 8, 1998.
<PAGE>
**** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-KSB report for the year ended December 31, 1997.
***** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1998.
****** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1999.
******* Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended September 30, 1999.
New York Health Care, Inc. will furnish a copy of any exhibit described
above to any beneficial holder of its securities upon receipt of a written
request, provided that the holder pays to New York Healthcare, Inc. a fee
compensating it for its reasonable expenses in furnishing the exhibits
requested.
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended June 30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
November 9, 2000
NEW YORK HEALTH CARE, INC.
By: /s/ Jacob Rosenberg
--------------------------------------------
Jacob Rosenberg
Vice President, Chief Operating Officer,
Chief Financial and Accounting Officer,
Secretary, Director
<PAGE>
