10-Q 1 g64879e10-q.txt LINCARE HOLDINGS, INC. 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 LINCARE HOLDINGS INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 INDEX
PAGE ---- 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
2 3 LINCARE HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------- ------------ (IN THOUSANDS) 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 ======== ========
See accompanying notes to condensed consolidated financial statements. 3 4 LINCARE HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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) 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 ========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements. 4 5 LINCARE HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED -------------------------------- SEPTEMBER 30, SEPTEMBER 30, 2000 1999 ------------- ------------- (IN THOUSANDS) 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 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 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:
(IN THOUSANDS) -------------- Cash........................................................ $150,238 Deferred acquisition obligations............................ 9,262 Assumption of liabilities................................... 2,800 -------- $162,300 ========
The aggregate purchase price was allocated as follows: Current assets.............................................. $ 7,271 Property and equipment...................................... 6,552 Intangible assets........................................... 6,122 Goodwill.................................................... 142,355 -------- $162,300 ========
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.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 2000 1999 -------- -------- (IN THOUSANDS EXCEPT PER SHARE DATA) 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 ======== ========
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 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 8 OPERATING RESULTS The following table sets forth for the periods indicated a summary of the Company's net revenues by source:
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, -------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- -------- (IN THOUSANDS) (IN THOUSANDS) 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 ======== ======== ======== ========
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 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 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 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 12 INDEX OF EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ------- ------- ------------ +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........................................
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Exhibit Number Exhibit ------ ------- /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) . . . . . . . . . . . . . . . .
--------------- + Incorporated by reference to the corresponding exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-44672) 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.