SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-QSB/A
AMENDMENT NUMBER ONE
(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, 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
incorporation or organization) Identification No.)
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]
1
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
A S S E T S
(UNAUDITED)
<S> <C>
Current assets:
Cash and cash equivalents $ 164,747
Accounts receivable, net of allowance for uncollectible
amounts of approximately $414,000 6,772,955
Unbilled services 101,129
Prepaid expenses 66,322
Deferred tax asset 136,000
Prepaid income taxes and income tax receivable 180,665
------------
Total current assets 7,421,818
Property and equipment, net 438,839
Intangibles, net 1,381,102
Deposits 53,327
------------
Total assets $ 9,295,086
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued payroll $ 1,887,685
Note payable - bank 2,850,000
Current maturities of long term debt 289,789
Accounts payable and accrued expenses 604,412
------------
Total current liabilities 5,631,886
------------
Long-term debt, less current maturities 56,507
------------
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 (1,104,829)
------------
3,696,989
Less: Treasury stock (81,270 common shares at cost) (90,296)
------------
Total shareholders' equity 3,606,693
------------
Total liabilities and shareholders' equity $ 9,295,086
============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------- --------------------------
1999 2000 1999 2000
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net patient service revenue $5,534,358 $ 7,354,925 $10,619,403 $14,352,770
----------- ------------ ------------ ------------
Expenses:
Professional care of patients 3,984,693 5,457,886 7,630,315 10,618,750
General and administrative 1,599,977 1,612,589 3,079,637 3,253,919
Bad debts expense 43,824 125,654 58,824 175,154
Impairment of goodwill 1,487,192 1,487,192
Depreciation and amortization 74,118 66,486 136,667 132,522
----------- ------------ ------------ ------------
Total operating expenses 5,702,612 8,749,807 10,905,443 15,667,537
----------- ------------ ------------ ------------
Loss from operations (168,254) (1,394,882) (286,040) (1,314,767)
Nonoperating expenses:
Interest expense (79,579) (83,456) (162,011) (156,959)
----------- ------------ ------------ ------------
Loss before (benefit) provision for
income taxes (247,833) (1,478,338) (448,051) (1,471,726)
----------- ------------ ------------ ------------
(Benefit) provision for income taxes:
Current (109,000) 6,135 (200,000) (2,000)
Deferred (2,000) (50,000) 3,000 (39,000)
----------- ------------ ------------ ------------
(111,000) (43,865) (197,000) (41,000)
----------- ------------ ------------ ------------
Net loss (136,833) (1,434,473) (251,051) (1,430,726)
Dividends declared on preferred stock 13,500
----------- ------------ ------------ ------------
Net loss applicable to common stock $ (136,833) $(1,434,473) $ (264,551) $(1,430,726)
=========== ============ ============ ============
Basic loss per share $ (.04) $ (.39) $ (.07) $ (.39)
=========== ============ ============ ============
Diluted loss per share $ (.04) $ (.39) $ (.07) $ (.39)
=========== ============ ============ ============
Weighted average shares outstanding 3,688,230 3,668,730 3,690,235 3,668,730
=========== ============ ============ ============
Diluted weighted average shares
outstanding 3,688,230 3,668,730 3,690,235 3,668,730
=========== ============ ============ ============
Dividends declared per share
of preferred stock $ .03
============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 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 (1,430,726) (1,430,726)
--------- ------- ----------- ------------ ---------- ------ --------- ------------ ----------
Balance at June 30, 2000 3,750,000 $37,500 590,375 $ 5,904 $4,758,414 81,270 $(90,296) $(1,104,829) $3,606,693
========= ======= =========== ============ ========== ====== ========= ============ ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
<TABLE>
<CAPTION>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
June 30,
-------------------------
1999 2000
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (251,051) $(1,430,726)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 136,667 132,522
Bad debt expense 58,824 175,154
Deferred tax credit (7,000) (39,000)
Impairment of goodwill 1,487,192
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable and
unbilled services 74,008 (684,381)
Increase in due from affiliates (401)
Increase in prepaid taxes and income tax receivable (353,347) (25,759)
(Increase) decrease in prepaid expenses (17,928) 47,480
Increase in deposits (6,899) (601)
Increase in accrued payroll 461,234 917,510
Decrease in accounts payable and accrued expenses (23,226) (96)
Decrease in other current liabilities (301,165)
Decrease in income taxes payable (35,215)
----------- ------------
Net cash provided by operating activities 35,666 278,130
----------- ------------
Cash flows from investing activities:
Acquisition of fixed assets (140,807) (19,908)
Payments for purchase acquisitions and associated costs (45,700)
----------- ------------
Net cash used in investing activities (186,507) (19,908)
----------- ------------
Cash flows from financing activities:
Borrowings under notes payable 350,000
Repayment of long-term debt (258,945) (190,589)
Purchase of treasury stock (21,079)
Preferred stock dividends paid (13,500)
----------- ------------
Net cash provided by (used in) financing activities 56,476 (190,589)
----------- ------------
Net (decrease) increase in cash and cash equivalents (94,365) 67,633
Cash and cash equivalents at beginning of period 192,675 97,114
----------- ------------
Cash and cash equivalents at end of period $ 98,310 $ 164,747
=========== ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
5
<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 (which are of a normal recurring nature)
necessary for a fair presentation of the financial statements. The results of
operations for the six months ended June 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. Due to the
loss during the periods presented, 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 - 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 property and assets of the Corporation collateralize the line and the
Corporation has also guaranteed the line of credit. At June 30, 2000,
$2,850,000 was outstanding. Borrowings under the agreement bear interest at
prime plus 1/2% (10% at June 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.
6
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - 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 5 - LONG-TERM DEBT - RELATED PARTY:
Included in long-term debt is a $175,347 note due to a related party.
NOTE 6 - SUPPLEMENTAL CASH FLOW DISCLOSURES:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1999 2000
-------- --------
<S> <C> <C>
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest $163,570 $133,209
======== ========
Income taxes $184,195 $ 19,547
======== ========
</TABLE>
NOTE 7 - IMPAIRMENT OF INTANGIBLE ASSETS:
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, 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. The goodwill write-off represented a per-share net loss of $.41
both on a basic and diluted basis. Estimated fair value was based on the value
associated with current purchases of similar companies in the home health care
industry.
7
<PAGE>
NEW YORK HEALTH CARE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8 - INTANGIBLES:
Intangibles consist of the following at June 30, 2000:
Goodwill $1,396,338
Contract value 60,217
Customer's lists 38,470
----------
1,495,025
Less accumulated amortization 113,923
----------
$1,381,102
==========
NOTE 9 - 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 June
30, 2000, the Company has provided a valuation allowance on the net deferred
tax asset of $510,000 due to the uncertainty regarding the realizability of
this asset.
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999.
RESULTS OF OPERATIONS
Revenues for the six months ended June 30, 2000 increased 35.2% to approximately
$14,353,000 from approximately $10,619,000 for the six months ended June
30,1999. The increase is primarily the result of a gain in revenue of
approximately $3,700,000 from the new New York City HRA contract, offset by a
decrease in New Jersey operations of $238,000
Cost of professional care of patients for the six months ended June 30, 2000
increased 39.2% to approximately $10,619,000 from approximately $7,630,000 for
the six months ended June 30, 1999. The increase resulted from hiring
additional home health care personnel to service the increased business of the
HRA contract. The cost of professional care of patients as a percentage of
revenues increased 2.1% to approximately 74.0% for the six months ended June 30,
2000 from approximately 71.9% for six months ended June 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 six months ended June 30,
2000 increased 5.6% to approximately $3,254,000 from approximately $3,080,000
for the six months ended June 30, 1999. The increase resulted as the New
York City HRA contract reached its full case load. Selling, general and
administrative expenses as a percentage of revenue decreased 6.3% to 22.7% from
29.0% as a result of increased revenue but fixed costs remaining the same.
Interest expense for the six months ended June 30, 2000 decreased to
approximately $157,000 as compared to approximately $162,000 for the six months
ended June 30, 1999, primarily as a repayment of some long term debt.
The credit for federal, state and local taxes of $41,000 for the six months
ended June 30, 2000 is the result of a loss for the period as compared to a
provision for taxes of approximately $197,000 for the six months ended June 30,
1999, which was the result of income for the period. As a result of its
write-off of $1,487,192 of intangible assets at June 30, 2000 the compnay has
recorded a valuation allowance of approximately $510,000 against the deferred
tax asset which resulted in reducing the deferred tax asset and deferred credit.
The company will re-evaluate this evaluation allowance on a continuing basis.
In view of the foregoing, net loss for the six months ended June 30, 2000
amounted to approximately $1,430,700 as compared to a net loss of approximately
$251,000 for the six months ended June 30, 1999. While the loss for the six
months ended June 30, 1999 was because of lower sales and higher costs, the loss
for six months ended June 30, 2000 was attributable to the write-off of
$1,487,000 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, 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. The goodwill write-off represented a per- share net
loss of $.41 both on a basic and diluted basis. Estimated fair value was based
on the value associated with current purchases of similar companies in the home
health care industry.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 2000, net cash provided by operations was
$278,000 as compared to net cash provided by operations of $36,000 during
the six months ended June 30, 1999, an increase of $242,000. The $278,000
provided by operations the six months ended June 30, 2000 was principally due to
the $917,000 increase in accrued payroll, offset by an increase in accounts
receivable of $684,000.
Net cash used in investing activities for the six months ended June 30, 2000 was
approximately $20,000, primarily for the acquisition of fixed assets. Net cash
used by financing activities for the six months ended June 30, 2000 was
$190,000 for repayment of long term debt.
8
<PAGE>
As of June 30, 2000, approximately $6,324,000 (approximately 68%) of the
Company's total assets consisted of accounts receivable from clients who are
reimbursed by third-party payors, as compared to $5,418,000 (approximately
53%)as of June 30, 1999, an increase of 17% as a result of the write off
of goodwill. Such payors 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 six months ended June 30, 2000, the Company's DSO
was 87, compared to 99 days for the six months ended June 30, 1999. The
improvement of 12 days in DSO is mainly due to the HRA contract's DSO which
is currently at 57 days.
POTENTIAL REGULATORY CHANGES
There has been news reports regarding potential changes in the way the
Government will reimburse home health care companies in the future, including
the possibility of capitation. While the Company is not currently a
Medicare-Certified Home Health Agency subject to these changes, most of the
Company's referral sources are and they may be negatively impacted by future
legislation which may be adopted to control home health care costs. While it is
still premature to discern what impact, if any, the potential changes may have
on the Company's operations, there can be no assurance that future legislation
will not result in reduced reimbursement rates from referral sources.
9
<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.*
10
<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.*
11
<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.
12
<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.
13
<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.
August 14, 2000
NEW YORK HEALTH CARE, INC.
By: /s/ Jacob Rosenberg
---------------------------------------
Jacob Rosenberg
Vice President, Chief Operating Officer,
Chief Financial and Accounting Officer, Secretary
Secretary, Director
14
<PAGE>
