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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 SEPTEMBER 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)
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)
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.
CLASS OUTSTANDING AT OCTOBER 31, 2000
----- -------------------------------
Common Stock, $0.01 par value................... 52,093,046 shares
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<PAGE> 2
LINCARE HOLDINGS INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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........................................... 10
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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 620 $ 3,699
Accounts and notes receivable............................. 115,258 104,762
Income tax receivable..................................... 323 5,837
Inventories............................................... 4,202 3,612
Other..................................................... 2,301 1,700
-------- --------
Total current assets.............................. 122,704 119,610
-------- --------
Property and equipment...................................... 350,827 305,168
Less: accumulated depreciation.............................. 165,090 134,041
-------- --------
Net property and equipment........................ 185,737 171,127
-------- --------
Other assets:
Goodwill.................................................. 544,312 413,856
Intangible assets......................................... 9,858 8,577
Covenants not to compete.................................. 1,289 951
Other..................................................... 3,561 2,703
-------- --------
Total other assets................................ 559,020 426,087
-------- --------
Total assets................................. $867,461 $716,824
======== ========
Current liabilities:
Current installments of long-term obligations............. $ 9,248 $ 12,436
Accounts payable.......................................... 21,052 20,598
Accrued expenses:
Compensation and benefits.............................. 8,020 10,859
Other.................................................. 7,402 5,538
-------- --------
Total current liabilities......................... 45,722 49,431
-------- --------
Long-term obligations, excluding current installments....... 277,000 159,000
Deferred income taxes....................................... 30,125 21,493
Minority interest........................................... 769 789
Stockholders' equity:
Common stock.............................................. 585 584
Additional paid-in capital................................ 137,472 135,741
Retained earnings......................................... 552,849 467,825
Less: treasury stock...................................... 177,061 118,039
-------- --------
Total stockholders' equity........................ 513,845 486,111
-------- --------
Total liabilities and stockholders' equity... $867,461 $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 NINE MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
Net revenues................................. $ 186,022 $ 150,247 $ 513,140 $ 429,353
---------- ---------- ---------- ----------
Costs and expenses:
Costs of goods and services................ 31,636 23,124 82,122 66,753
Operating expenses......................... 42,318 33,875 115,810 97,278
Selling, general and administrative
expenses................................ 38,230 33,144 108,125 94,867
Bad debt expense........................... 2,790 1,803 7,697 5,152
Depreciation expense....................... 12,360 10,710 35,635 30,560
Amortization expense....................... 5,302 4,091 14,296 11,858
---------- ---------- ---------- ----------
132,636 106,747 363,685 306,468
---------- ---------- ---------- ----------
Operating income................... 53,386 43,500 149,455 122,885
---------- ---------- ---------- ----------
Other income (expense):
Interest income............................ 184 194 373 300
Interest expense........................... (5,667) (1,512) (12,491) (2,909)
Net gain/(loss) on disposal of property
and equipment........................... 31 (142) 21 (187)
---------- ---------- ---------- ----------
(5,452) (1,460) (12,097) (2,796)
---------- ---------- ---------- ----------
Income before income taxes......... 47,934 42,040 137,358 120,089
Income taxes................................. 18,263 16,019 52,334 45,755
---------- ---------- ---------- ----------
Net income......................... $ 29,671 $ 26,021 $ 85,024 $ 74,334
========== ========== ========== ==========
Basic -- earnings per common share......... $ 0.56 $ 0.46 $ 1.60 $ 1.28
========== ========== ========== ==========
Diluted -- earnings per common share....... $ 0.55 $ 0.45 $ 1.57 $ 1.26
========== ========== ========== ==========
Weighted average number of common shares
outstanding................................ 52,847,595 57,067,880 53,290,833 57,910,187
========== ========== ========== ==========
Weighted average number of common shares and
common share equivalents outstanding....... 53,737,004 58,291,293 54,236,544 58,893,187
========== ========== ========== ==========
</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 NINE MONTHS ENDED
--------------------------------
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
Cash from operations........................................ $145,320 $116,808
Investing activities:
Proceeds from sale of property and equipment.............. 263 540
Capital expenditures...................................... (43,935) (51,577)
Increase in other long-term assets........................ (1,003) (1,934)
Business acquisitions, net of cash acquired............... (150,238) (50,500)
-------- --------
(194,913) (103,471)
-------- --------
Financing activities:
Proceeds from long-term obligations....................... 311,000 262,000
Payment of long-term obligations.......................... (206,742) (160,234)
Decrease in minority interest............................. (128) (220)
Proceeds from issuance of common stock.................... 1,406 1,053
Proceeds from the sale of put options..................... -- 4,454
Treasury stock acquired................................... (59,748) (113,966)
Treasury stock issued..................................... 726 836
-------- --------
46,514 (6,077)
-------- --------
Increase (decrease) in cash................................. (3,079) 7,260
Cash and cash equivalents, beginning of period.............. 3,699 5,100
-------- --------
Cash and cash equivalents, end of period.................... $ 620 $ 12,360
======== ========
</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 September 30,
2000, the condensed consolidated statements of operations for the three and nine
month periods ended September 30, 2000 and 1999 and the condensed consolidated
statements of cash flows for the nine months ended September 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 nine months ended September 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............................ 9,262
Assumption of liabilities................................... 2,800
--------
$162,300
========
</TABLE>
The aggregate purchase price was allocated as follows:
<TABLE>
<S> <C>
Current assets.............................................. $ 7,271
Property and equipment...................................... 6,552
Intangible assets........................................... 6,122
Goodwill.................................................... 142,355
--------
$162,300
========
</TABLE>
Unaudited pro forma supplemental information on the results of operations
for the nine months ended September 30, 2000 and September 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 NINE MONTHS
ENDED SEPTEMBER 30,
----------------------
2000 1999
-------- --------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net revenues................................................ $551,311 $491,132
======== ========
Net income.................................................. $ 86,708 $ 79,541
======== ========
Income per common share:
Basic..................................................... $ 1.63 $ 1.37
======== ========
Diluted................................................... $ 1.60 $ 1.35
======== ========
</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 designed 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 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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Oxygen and other respiratory therapy...... $157,069 $135,438 $444,923 $385,696
Home medical equipment and other.......... 28,953 14,809 68,217 43,657
-------- -------- -------- --------
Total........................... $186,022 $150,247 $513,140 $429,353
======== ======== ======== ========
</TABLE>
Net revenues for the three months ended September 30, 2000 increased by
$35,775,000 (or 23.8%) compared with the three months ended September 30, 1999.
Net revenues for the nine months ended September 30, 2000 increased $83,787,000
(or 19.5%) compared with the nine months ended September 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 opening of new operating centers in contiguous and new
geographic markets.
Cost of goods and services as a percentage of net revenues were 17.0% for
the three months ended September 30, 2000 compared with 15.4% for the three
months ended September 30, 1999. Costs of goods and services as a percentage of
net revenues were 16.0% for the nine months ended September 30, 2000 compared
with 15.6% for the nine months ended September 30, 1999. The increase in cost of
goods is the result of the Company's purchase of the assets of United Medical,
Inc. ("UMI") on June 28, 2000. The UMI locations operated by the Company provide
a more broad base of durable medical equipment and supplies which have lower
gross margins than the Company's traditional core respiratory business.
Operating expenses as a percentage of net revenues were 22.7% for the three
months ended September 30, 2000 as compared with 22.6% for the three months
ended September 30, 1999. Operating expenses as a percentage of net revenues
were 22.6% for the nine months ended September 30, 2000 as compared with 22.7%
for the nine months ended September 30, 1999. Selling, general and
administrative expenses as a percentage of net revenues were 20.6% for the three
months ended September 30, 2000 as compared with 22.1% for the three months
ended September 30, 1999. Selling, general and administrative expenses as a
percentage of net revenues were 21.1% for the nine months ended September 30,
2000 as compared with 22.1% for the nine months ended September 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 September 30, 2000
increased to $5,302,000 compared with $4,091,000 for the three month period
ended September 30, 1999. Amortization expense for the nine months ended
September 30, 2000 increased to $14,296,000 compared with $11,858,000 for the
nine month period ended September 30, 1999. The increase is attributable to the
amortization of intangible assets associated with business combinations in 1999
and the first nine months of 2000.
Operating income for the three months and nine months ended September 30,
2000 increased to $53,386,000 and $149,455,000, respectively, compared with
$43,500,000 and $122,885,000 for the three and nine months ended September 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 nine months ended September 30, 2000
increased to $5,667,000 and $12,491,000, respectively, compared with $1,512,000
and $2,909,000 for the three and nine months ended September 30, 1999. The
increases in interest expense are attributable to additional long term debt used
to repurchase the Company's common stock on the open market and the purchase of
the assets of UMI on June 28, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operating activities was $145,320,000 for the nine
months ended September 30, 2000 compared with $116,808,000 for the nine months
ended September 30, 1999.
8
<PAGE> 9
Net cash used in investing and financing activities was $148,399,000 for
the nine months ended September 30, 2000. Activity during the nine-month period
ended September 30, 2000 included the Company's investment of $150,238,000 in
business acquisitions, investment in capital equipment of $43,935,000, proceeds
of $311,000,000 from long-term obligations, payments of $206,742,000 related to
long-term obligations and $59,748,000 to acquire treasury stock.
As of September 30, 2000, the Company's principal sources of liquidity
consisted of $76,982,000 of working capital and $84,000,000 available under its
three-year bank credit facility. The Company's $60,000,000 364-day revolving
credit facility expired on August 22, 2000 and was replaced on September 6, 2000
by $125,000,000 of senior secured notes offered through a private placement. The
senior secured notes have a fixed interest rate and mature over three, four and
five years: $30,000,000 at 8.91% due September 15, 2003, $50,000,000 at 9.01%
due September 15, 2004 and $45,000,000 at 9.11% due September 15, 2005. Upon
entering into the senior secured note agreement an organization fee of $893,000
was paid and is being amortized over the periods of the notes. The Company
believes that internally generated funds, together with funds that may be
borrowed under its three-year bank 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 September 30, 2000, $178,008,000 of
common stock had been repurchased under this program.
NEW ACCOUNTING STANDARDS
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of SFAS No.
133," which deferred, for one year, the effective date for the implementation of
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133 requires that an entity recognize all derivative instruments as
either assets or liabilities on the balance sheet and measure those instruments
at fair values. The Company will be required to adopt this standard for
financial statements issued beginning the first quarter of fiscal year 2001.
On September 6, 2000 the Company entered into interest rate swap agreements
whereby the interest rate on its $125,000,000 of senior secured notes were
effectively converted to variable interest rates based on three-month LIBOR plus
a fixed spread. At September 30, 2000 the swap-adjusted interest rates on the
three, four and five-year senior secured notes were 8.65%, 8.72% and 8.81%. On
September 7, 2000, the Company entered into an interest rate collar transaction
with an initial notional amount of $125,000,000. The collar has a floor rate of
5.81% and a cap rate of 8.00% with a floating rate option based on three-month
LIBOR. The notional amount of the collar amortizes in accordance with the
maturity dates of the underlying senior secured notes. The Company has estimated
the fair value of its interest rate swap agreements at September 30, 2000 and
does not anticipate the implementation of SFAS No. 133 to have a material effect
on its financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURE REGARDING MARKET RISK
The Company is exposed to changes in interest rates as a result of its
three-year bank credit facility and its interest rate swap contracts associated
with the senior secured notes which are based on the London Interbank Offered
Rate. A 10% increase in interest rates related to the three-year bank credit
facility and the interest rate swap contracts would not have a material effect
on the Company's earnings over the next fiscal year or the value of the bank
credit facility and the interest swap contracts.
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
9
<PAGE> 10
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
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 2-5 Not Applicable.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits included or incorporated herein: See Exhibit Index.
(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
November 13, 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............
+10.1 -- Lincare Inc. 401(k) Plan........................................
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
/10.2- Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.3- Employment Agreement dated as of June 1, 1997 between Lincare Holdings Inc. and
Paul G. Gabos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.4- Employment Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . .
/10.5- Form of Non-employee Director Stock Option Agreement . . . . . . . . . . . . . . .
/10.6- Form of Non-qualified Stock Option Agreement . . . . . . . . . . . . . . . . . . .
//10.7- 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.7.1- First Amendment to the Three-Year Credit Agreement dated June 20, 2000 . . . . . .
10.7.2- Second Amendment to the Three-Year Credit Agreement dated August 21, 2000. . . . .
10.8- Senior Secured Note Purchase Agreement among Lincare Holdings Inc., as
Borrower, and several note holders with Bank of America, N.A., as Agent. . . . . .
10.8.1- Form of Series A Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.8.2- Form of Series B Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.8.3- Form of Series C Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
+++++22.2- List of Subsidiaries of Lincare Holdings Inc . . . . . . . . . . . . . . . . . . .
27.0- Financial Data Schedule 9/30/00 (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 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.
