<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
---------------------
(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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
COMMISSION FILE NUMBER 0-19946
LINCARE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 51-0331330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19337 US 19 NORTH, SUITE 500, 33764
CLEARWATER, FL (Zip Code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: (727) 530-7700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT JULY 31, 2000
----- -------------------------------
<S> <C>
Common Stock, $0.01 par value............................... 53,327,041 shares
</TABLE>
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<PAGE> 2
LINCARE HOLDINGS INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Condensed consolidated balance sheets....................... 3
Condensed consolidated statements of operations............. 4
Condensed consolidated statements of cash flows............. 5
Notes to condensed consolidated financial statements........ 6
Item 2 Management's Discussion and Analysis of Results of
Operations and Financial Condition.......................... 7
Item 3 Quantitative and Qualitative Disclosure Regarding Market
Risk........................................................ 9
PART II. OTHER INFORMATION
Item 1 Legal Proceedings........................................... 9
Item 2 Changes in Securities....................................... 10
Item 3 Defaults Upon Senior Securities............................. 10
Item 4 Submission of Matters to a Vote of the Security Holders..... 10
Item 5 Other Information........................................... 10
Item 6 Exhibits and Reports on Form 8-K............................ 10
SIGNATURE........................................................... 11
</TABLE>
2
<PAGE> 3
LINCARE HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 6,848 $ 3,699
Accounts and notes receivable............................. 117,243 104,762
Income tax receivable..................................... -- 5,837
Inventories............................................... 5,227 3,612
Other..................................................... 4,973 1,700
-------- --------
Total current assets.............................. 134,291 119,610
-------- --------
Property and equipment...................................... 338,123 305,168
Less: accumulated depreciation.............................. 153,235 134,041
-------- --------
Net property and equipment........................ 184,888 171,127
-------- --------
Other assets:
Goodwill.................................................. 547,770 413,856
Intangible assets......................................... 11,300 8,577
Covenants not to compete.................................. 1,466 951
Other..................................................... 2,535 2,703
-------- --------
Total other assets................................ 563,071 426,087
-------- --------
Total assets................................. $882,250 $716,824
======== ========
Current liabilities:
Current installments of long-term obligations............. $ 10,773 $ 12,436
Accounts payable.......................................... 22,380 20,598
Accrued expenses:
Compensation and benefits.............................. 10,319 10,859
Other.................................................. 5,957 5,538
Income taxes payable................................... 981 --
-------- --------
Total current liabilities......................... 50,410 49,431
-------- --------
Long-term obligations, excluding current installments....... 284,000 159,000
Deferred income taxes....................................... 25,421 21,493
Minority interest........................................... 732 789
Stockholders' equity:
Common stock.............................................. 585 584
Additional paid-in capital................................ 137,100 135,741
Retained earnings......................................... 523,178 467,825
Less: treasury stock...................................... 139,176 118,039
-------- --------
Total stockholders' equity........................ 521,687 486,111
-------- --------
Total liabilities and stockholders' equity... $882,250 $716,824
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
LINCARE HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
--------------------------- -------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2000 1999 2000 1999
------------ ------------ ----------- -----------
(IN THOUSANDS EXCEPT
SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
Net revenues.................................... $ 167,621 $ 143,025 $ 327,118 $ 279,106
---------- ---------- ---------- ----------
Costs and expenses:
Costs of goods and services................... 26,091 22,032 50,486 43,629
Operating expenses............................ 37,564 32,466 73,492 63,403
Selling, general and administrative
expenses................................... 35,817 31,728 69,895 61,723
Bad debt expense.............................. 2,515 1,716 4,907 3,349
Depreciation expense.......................... 11,950 10,300 23,275 19,850
Amortization expense.......................... 4,728 3,977 8,994 7,767
---------- ---------- ---------- ----------
118,665 102,219 231,049 199,721
---------- ---------- ---------- ----------
Operating income...................... 48,956 40,806 96,069 79,385
---------- ---------- ---------- ----------
Other income (expense):
Interest income............................... 109 57 189 106
Interest expense.............................. (3,519) (745) (6,824) (1,397)
Net gain/(loss) on disposal of property
and equipment.............................. 39 (37) (10) (45)
---------- ---------- ---------- ----------
(3,371) (725) (6,645) (1,336)
---------- ---------- ---------- ----------
Income before income taxes............ 45,585 40,081 89,424 78,049
Income taxes.................................... 17,368 15,271 34,071 29,736
---------- ---------- ---------- ----------
Net income............................ $ 28,217 $ 24,810 $ 55,353 $ 48,313
========== ========== ========== ==========
Basic -- earnings per common share............ $ 0.53 $ 0.43 $ 1.03 $ 0.83
========== ========== ========== ==========
Diluted -- earnings per common share.......... $ 0.52 $ 0.42 $ 1.02 $ 0.82
========== ========== ========== ==========
Weighted average number of common shares
outstanding................................... 53,300,664 58,376,441 53,514,886 58,365,959
========== ========== ========== ==========
Weighted average number of common shares and
common share equivalents outstanding.......... 54,263,162 59,251,608 54,488,749 59,309,156
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
LINCARE HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30, JUNE 30,
2000 1999
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash from operations........................................ $ 91,080 $ 71,805
Investing activities:
Proceeds from sale of property and equipment.............. 211 108
Capital expenditures...................................... (30,704) (38,426)
(Increase) decrease in other assets....................... 106 (98)
Business acquisitions, net of cash acquired............... (150,238) (46,231)
-------- --------
(180,625) (84,647)
-------- --------
Financing activities:
Proceeds from long-term obligations....................... 168,000 91,000
Payments of long-term obligations......................... (55,171) (83,747)
Decrease in minority interest............................. (128) (220)
Proceeds from issuance of common stock.................... 1,130 794
Proceeds from issuance of treasury stock.................. 539 540
Payments to acquire treasury stock........................ (21,676) --
-------- --------
92,694 8,367
-------- --------
Increase (decrease) in cash................................. 3,149 (4,475)
Cash and cash equivalents, beginning of period.............. 3,699 5,100
-------- --------
Cash and cash equivalents, end of period.................... $ 6,848 $ 625
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
LINCARE HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet as of June 30, 2000,
the condensed consolidated statements of operations for the three and six month
periods ended June 30, 2000 and 1999 and the condensed consolidated statements
of cash flows for the six months ended June 30, 2000 and 1999 are unaudited. In
the opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the entire year. The accompanying condensed consolidated balance sheet as of
December 31, 1999 is derived from the Lincare Holdings Inc. (the "Company")
audited balance sheet as of that date.
NOTE 2 -- BUSINESS COMBINATIONS
During the six months ended June 30, 2000 the Company acquired, in
unrelated acquisitions certain assets of 15 companies. Each acquisition was
accounted for as a purchase. The results of the acquired companies are included
in the accompanying consolidated statements of operations since the respective
dates of acquisition.
The aggregate cost of these acquisitions was as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Cash........................................................ $150,238
Deferred acquisition obligations............................ 9,265
Assumption of liabilities................................... 2,717
--------
$162,220
========
</TABLE>
The aggregate purchase price was allocated as follows:
<TABLE>
<S> <C>
Current assets.............................................. $ 7,367
Property and equipment...................................... 6,552
Intangible assets........................................... 6,122
Goodwill.................................................... 142,179
--------
$162,220
========
</TABLE>
Unaudited pro forma supplemental information on the results of operations
for the six months ended June 30, 2000 and June 30, 1999 are provided below and
reflect the acquisitions as if they had been combined at the beginning of each
respective period.
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
----------------------
2000 1999
-------- --------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net revenues................................................ $365,289 $320,292
======== ========
Net income.................................................. $ 57,275 $ 50,784
======== ========
Income per common share:
Basic..................................................... $ 1.07 $ 0.87
======== ========
Diluted................................................... $ 1.05 $ 0.86
======== ========
</TABLE>
The unaudited pro forma financial information is not necessarily indicative
of either the results of operations that would have occurred had the
transactions been effected at the beginning of the respective preceding periods
or of future results of operations of the combined companies.
6
<PAGE> 7
LINCARE HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
MEDICARE REIMBURSEMENT
As a supplier of home oxygen and other respiratory therapy services for the
home health care market, the Company participates in Medicare Part B, the
Supplementary Medical Insurance Program, which was established by the Social
Security Act of 1965. Suppliers of home oxygen and other respiratory therapy
services have historically been heavily dependent on Medicare reimbursement due
to the high proportion of elderly suffering from respiratory disease.
On August 5, 1997, the Balanced Budget Act of 1997 ("BBA") was signed into
law. The legislation, among other things, was intended to reduce Medicare
expenditures by $115 billion over five years. The BBA reduced Medicare
reimbursement amounts for oxygen and oxygen equipment furnished after January 1,
1998, to 75 percent of the fee schedule amounts in effect during 1997.
Reimbursement amounts for oxygen and oxygen equipment furnished after January 1,
1999, and each subsequent year thereafter, were reduced to 70 percent of the fee
schedule amounts in effect during 1997. The BBA also reduced payment amounts for
covered drugs and biologicals furnished after January 1, 1998 to 95 percent of
the average wholesale price of such covered items.
The BBA authorizes the Department of Health and Human Services to conduct
up to five competitive bidding demonstration projects for the acquisition of
durable medical equipment and requires that one such project be established for
oxygen and oxygen equipment. Each demonstration project is to be operated over a
three-year period and is to be conducted in not more than three competitive
acquisition areas. The first demonstration project became effective in Polk
County, Florida on October 1, 1999. The second demonstration project is
scheduled to become effective January 1, 2001 in the San Antonio, Texas area.
The BBA also includes provisions designated to reduce health care fraud and
abuse including a surety bond requirement, which has not yet been implemented,
for durable medical equipment providers.
On November 29, 1999, the Balanced Budget Refinement Act of 1999 ("BBA
Refinement Act") was signed into law. This legislation was designed to mitigate
the effects of the Balanced Budget Act of 1997 ("BBA") on health care providers.
The BBA Refinement Act restores approximately $1.2 billion in funding in 2000
and $16 billion over five years, and affects a wide range of health care
providers. With respect to the services provided by the Company, the BBA
Refinement Act provides for temporary increases in Medicare payment rates for
durable medical equipment (including oxygen equipment) of 0.3% in 2001 and 0.6%
in 2002. Furthermore, the BBA Refinement Act temporarily prohibits the
Department of Health and Human Services from exercising its inherent
reasonableness authority to reduce payments for non-physician Part B services,
including durable medical equipment, and excludes durable medical equipment from
the home health consolidated billing requirements established in the BBA.
Federal and state budgetary and other cost-containment pressures will
continue to impact the home respiratory care industry. The Company cannot
predict whether new federal and state budgetary proposals will be adopted or the
effect, if any, such proposals would have on the Company's business.
7
<PAGE> 8
OPERATING RESULTS
The following table sets forth for the periods indicated a summary of the
Company's net revenues by source:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Oxygen and other respiratory therapy...... $145,843 $128,639 $287,807 $250,258
Home medical equipment and other.......... 21,778 14,386 39,311 28,848
-------- -------- -------- --------
Total........................... $167,621 $143,025 $327,118 $279,106
======== ======== ======== ========
</TABLE>
Net revenues for the three months ended June 30, 2000 increased by
$24,596,000 (or 17.2%) compared with the three months ended June 30, 1999, and
for the six months ended June 30, 2000 increased $48,012,000 (or 17.2%) compared
with the six months ended June 30, 1999. The increase in net revenues is
attributable to market gains in the Company's core respiratory business, the
acquisition of complementary businesses and geographic expansion through the
Company's denovo strategy of opening new operating centers in contiguous and new
geographic markets.
Cost of goods and services as a percentage of net revenues were 15.6% for
the three months ended June 30, 2000 compared with 15.4% for the three months
ended June 30, 1999. Costs of goods and services as a percentage of net revenues
were 15.4% for the six months ended June 30, 2000 compared with 15.6% for the
six months ended June 30, 1999.
Operating expenses as a percentage of net revenues were 22.4% and 22.5% for
the three and six months ended June 30, 2000 as compared with 22.7% and 22.7%
for the three and six months ended June 30, 1999. Selling, general and
administrative expenses as a percentage of net revenues were 21.4% and 21.4% for
the three and six months ended June 30, 2000 as compared with 22.2% and 22.1%
for the three and six months ended June 30, 1999. The Company has been able to
maintain a cost structure that, with increases in net revenues, allows the
Company to spread its overhead across a larger base of revenue, resulting in
improvements in operating income.
Amortization expense for the three months ended June 30, 2000 increased to
$4,728,000 compared with $3,977,000 for the three month period ended June 30,
1999. Amortization expense for the six months ended June 30, 2000 increased to
$8,994,000 compared with $7,767,000 for the six month period ended June 30,
1999. The increase is attributable to the amortization of intangible assets
associated with business combinations in 1999 and the first half of 2000.
Operating income for the three and six months ended June 30, 2000 increased
to $48,956,000 and $96,069,000, respectively, compared with $40,806,000 and
$79,385,000 for the three and six months ended June 30, 1999. The increases in
operating income are attributable to the continued revenue growth and efforts to
control costs.
Interest expense for the three and six months ended June 30, 2000 increased
to $3,519,000 and $6,824,000, respectively, compared with $745,000 and
$1,397,000 for the three and six months ended June 30, 1999. The increases in
interest expense are attributable to additional bank credit facility borrowings
used to repurchase the Company's common stock on the open market.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operating activities was $91,080,000 for the six
months ended June 30, 2000 compared with $71,805,000 for the six months ended
June 30, 1999.
Net cash used in investing and financing activities was $87,931,000 for the
six months ended June 30, 2000. Activity during the six-month period ended June
30, 2000 included the Company's investment of $150,238,000 in business
acquisitions, investment in capital equipment of $30,704,000, proceeds of
$168,000,000 from long-term obligations, payments of $55,171,000 related to
long-term obligations and $21,676,000 to acquire treasury stock.
8
<PAGE> 9
As of June 30, 2000, the Company's principal sources of liquidity consisted
of $83,881,000 of working capital and $12,000,000 available under its
bank-credit facilities. On June 7, 2000, the Company amended its revolving
credit loan, increasing its borrowing capacity from $265,000,000 to
$300,000,000. The Company believes that internally generated funds, together
with funds that may be borrowed under such credit facility, will be sufficient
to meet the Company's anticipated capital requirements for the foreseeable
future.
On June 11, 1999, the Company's Board of Directors authorized the Company
to repurchase up to $200,000,000 of its outstanding common stock. Purchases are
made through open market or privately negotiated transactions, subject to market
conditions and trading restrictions. As of June 30, 2000, $139,935,000 of common
stock had been repurchased under this program.
QUANTITATIVE AND QUALITATIVE DISCLOSURE REGARDING MARKET RISK
The Company had no derivative securities as of June 30, 2000. The Company
is exposed to changes in interest rates as a result of its bank credit agreement
which is based on the London Interbank Offered Rate. A 10% increase in interest
rates related to the Company's bank credit facility would not have a material
effect on the Company's earnings over the next fiscal year or the bank credit
agreement's fair value.
FORWARD LOOKING STATEMENTS
Statements contained herein that are not based on historical facts are
forward-looking statements that are based on projections and estimates regarding
the economy in general, the health care industry and other factors which impact
the Company. These statements involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from any results, levels
of activity, performance or achievements expressed or implied by any
forward-looking statements. The estimates relate to reimbursement by government
and third party payors for the Company's products and services, the costs
associated with government regulation of the health care industry and the
effects of competition and industry consolidation. In some cases,
forward-looking statements that involve risks and uncertainties contain
terminology such as "may," "will," "should," "could," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or variations of these terms or other comparable terminology.
Key factors that have an impact on the Company's ability to attain these
estimates include potential reductions in reimbursement rates by government and
third party payors, changes in reimbursement policies, demand for the Company's
products and services, the availability of appropriate acquisition candidates
and the Company's ability to successfully complete acquisitions, efficient
operations of the Company's existing and future operating facilities, regulation
and/or regulatory action affecting the Company or its business, economic and
competitive conditions and access to borrowed and/or equity capital on favorable
terms.
In developing its forward-looking statements, the Company has made certain
assumptions relating to reimbursement rates and policies, internal growth and
acquisitions and the outcome of various legal and regulatory proceedings. If the
assumptions used by the Company differ materially from what actually occurs,
then actual results could vary significantly from the performance projected in
the forward-looking statements. The Company is under no duty to update any of
the forward-looking statements after the date of this Form 10-Q.
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Lincare Holdings Inc. has been informed by the United Stated Attorney's
Office for the Middle District of Florida that certain Lincare employees are
being investigated by a federal grand jury concerning possible violations of
federal health care laws. In connection with the investigation, the Company has
provided the government with various documents pertaining to, among other
things, the delivery of respiratory and other services to patients and relating
to dealings between the Company and physicians. The Assistant US Attorney
handling the matter has stated to the Company that his investigation is ongoing
and that he will seek additional documents from the Company. The Company is
cooperating with the investigation. However, the Company can give no assurances
as to the duration of the investigation or as to whether or not the government
9
<PAGE> 10
will institute proceedings against the Company or any of its employees or as to
the violations that may be asserted.
From time to time, the Company receives inquiries from various government
agencies requesting patient records and other documents. It has been Lincare's
policy to cooperate with all such requests for information. The government has
not instituted any proceedings or served Lincare with any complaints as a result
of these inquiries.
Private litigants may also make claims against the Company for violations
of health care laws in actions known as qui tam suits and the government may
intervene in, and take control of, such actions. The Company is a defendant in
certain qui tam proceedings. Lincare intends to vigorously defend these suits
should they proceed. The government has declined to intervene in all unsealed
qui tam actions of which the Company is aware.
As a health care provider, Lincare is subject to extensive government
regulation, including numerous laws directed at preventing fraud and abuse and
laws regulating reimbursement under various government programs. The marketing,
billing, documentation and other practices of health care companies are all
subject to government scrutiny. To ensure compliance with Medicare and other
regulations, regional carriers often conduct audits and request patient records
and other documents to support claims submitted by the Company for payment of
services rendered to patients. Similarly, government agencies periodically open
investigations and obtain information from health care providers pursuant to
legal process.
Violations of federal and state regulations can result in severe criminal,
civil and administrative penalties and sanctions, including disqualification
from Medicare and other reimbursement programs.
Items 2-3 Not Applicable.
Item 4 Submission of Matters to a Vote of the Security Holders
The Annual Meeting of Shareholders of the Company was held on May 8, 2000.
The following matters were voted on at the Annual Meeting, with the number of
votes cast for, against or withheld, as applicable in each case, indicated next
to each such matter:
1. Election of Directors
<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C>
J.P. Byrnes 49,614,327 52,328
C.B. Black 49,614,166 52,489
F.T. Cary 49,608,341 53,314
T.O. Pyle 49,614,491 52,164
W.F. Miller, III 49,614,166 52,489
F.D. Byrne, M.D. 49,489,416 177,239
</TABLE>
2. Ratification of selection of KPMG LLP as the Company's independent
accountants for the fiscal year ending December 31, 2000:
For: 49,649,357 Against: 10,048 Abstain: 7,250
3. Approval of the Company's 2000 Stock Plan:
For: 36,393,464 Against: 13,234,011 Abstain: 39,180
Item 5 Not Applicable.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <C> <S>
27.0 -- Financial Data Schedule (for SEC Use Only)
</TABLE>
(b) The Company filed a Current Report on Form 8-K on July 12, 2000.
10
<PAGE> 11
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.
Lincare Holdings Inc.
--------------------------------------
Registrant
/s/ PAUL G. GABOS
--------------------------------------
Paul G. Gabos
Secretary, Chief Financial Officer
and Principal Accounting Officer
August 14, 2000
11
<PAGE> 12
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<S> <C> <C>
+3.1 -- Amended and Restated Certificate of Incorporation of Lincare
Holdings Inc....................................................
*****3.1.1 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Lincare Holdings Inc. ..........
+3.2 -- Amended and Restated By-Laws of Lincare Holdings Inc............
+10.6 -- Purchase Agreement dated as of September 25, 1991 among the
Registrant and the several purchasers named therein.............
+10.10 -- Non-Qualified Stock Option Plan of Registrant...................
+10.11 -- Lincare Holdings Inc. 1991 Stock Plan...........................
+10.15 -- Lincare Inc. 401(k) Plan........................................
+++10.21 -- Amendment to Non-Qualified Stock Option Agreement dated
December 2, 1992, between the Registrant and James T. Kelly.....
+++10.22 -- Amendment to Non-Qualified Stock Option Agreement dated
December 2, 1992, between the Registrant and Howard R. Deutsch..
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
+++10.23- Amendment to Non-Qualified Stock Option Agreement dated December 2, 1992,
between the Registrant and James M. Emanuel . . . . . . . . . . . . . . . . . . .
***10.31- Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
the Registrant and James T. Kelly . . . . . . . . . . . . . . . . . . . . . . . .
***10.32- Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
the Registrant and Howard R. Deutsch . . . . . . . . . . . . . . . . . . . . . . .
***10.33- Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
the Registrant and James M. Emanuel . . . . . . . . . . . . . . . . . . . . . . .
/10.34- Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
****10.35- Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
and James T. Kelly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
****10.38- Non-Qualified Stock Option Agreements dated as of January 26, 1996, between
the Registrant and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . .
****10.39- Non-Qualified Stock Option Agreements dated as of July 15, 1996 between
the Registrant and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . .
/10.40- Employment Agreement dated as of June 1, 1997 between Lincare Holdings Inc. and
Paul G. Gabos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.41- Employment Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.42- Credit Agreement dated November 25, 1997 between Registrant and NationsBank of
Florida N.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
//10.42.1- Three-Year Credit Agreement among Lincare Holdings Inc., as Borrower, Certain
Subsidiaries of Borrower from time to time party thereto, as Guarantors,
the several Lenders from time to time party thereto and Bank of America,
N.A., as Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
//10.42.2- 364-Day Credit Agreement among Lincare Holdings Inc., as Borrower, Certain
Subsidiaries of Borrower from time to time party thereto, as Guarantors,
the several Lenders from time to time party thereto and Bank of America,
N.A., as Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.43- Form of Non-employee Director Stock Option Agreement . . . . . . . . . . . . . . .
/10.44- Form of Non-qualified Stock Option Agreement . . . . . . . . . . . . . . . . . . .
+++++22.2- List of Subsidiaries of Lincare Holdings Inc . . . . . . . . . . . . . . . . . . .
27.0- Financial Data Schedule 6/30/00 (for SEC use only) . . . . . . . . . . . . . . . .
</TABLE>
---------------
+ Incorporated by reference to the corresponding exhibit to the
Registrant's Registration Statement on Form S-1 (No. 33-44672)
<PAGE> 14
++ Incorporated by reference to Exhibit A to the Registrant's Form 8-K
dated October 14, 1992.
+++ Incorporated by reference to the corresponding exhibit to the
Registrant's Registration Statement on Form S-1 (No. 33-55260).
++++ Incorporated by reference to the Registrant's Form 8-K dated April 28,
1993.
+++++ Incorporated by reference to the Registrant's Form 10-K dated March
22, 1994.
* Incorporated by reference to the Registrant's Form 10-K dated
March 22, 1995.
** Incorporated by reference to the Registrant's Form 8-K dated May 24,
1995.
*** Incorporated by reference to the Registrant's Form 10-K dated March 27,
1996.
**** Incorporated by reference to the Registrant's Form 10-K dated March 25,
1997.
***** Incorporate by reference to the Registrant's Form 10-Q dated August 12,
1998.
/ Incorporate by reference to the Registrant's Form 10-K dated March 26,
1998.
// Incorporate by reference to the Registrant's Form 10-Q dated
November 12, 1999.
