##### Table of Contents

---

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 March 31, 2002





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 incorporation or organization)

(I.R.S. Employer Identification No.)





19387 US 19 North Clearwater, FL

33764(Address of principal executive offices)

(Zip Code)





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 April 30, 2002Common Stock, $0.01 par value

107,546,114 shares


---




---



---

##### Table of Contents

LINCARE HOLDINGS INC.





FORM 10-Q


For The Quarterly Period Ended March 31, 2002





INDEX





PagePART I.    FINANCIAL INFORMATIONItem 1

Financial Statements (unaudited)Condensed consolidated balance sheets

3Condensed consolidated statements of operations

4Condensed consolidated statements of cash flows

5Notes to condensed consolidated financial statements

6Item 2

Managements Discussion and Analysis of Results of Operations and Financial Condition

9Item 3

Quantitative and Qualitative Disclosure Regarding Market Risk

11PART II.    OTHER INFORMATIONItem 1

Legal Proceedings

13Item 2

Changes in Securities

13Item 3

Defaults Upon Senior Securities

13Item 4

Submission of Matters to a Vote of the Security Holders

13Item 5

Other Information

13Item 6

Exhibits and Reports on Form 8-K

13SIGNATURE

14




2




---

##### Table of Contents

PART I.    FINANCIAL INFORMATION





Item 1.Financial Statements (Unaudited)





LINCARE
HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited)





March 31, 2002

December 31, 2001(In thousands)Current assets:Cash and cash equivalents

$


$
Restricted cash


8,350


8,350Accounts and notes receivable


148,323


143,840Inventories


3,051


2,857Other


4,476


6,185Total current assets


164,200


161,232Property, plant and equipment


459,389


441,391Less: accumulated depreciation


240,879


229,076Net property and equipment


218,510


212,315Other assets:Goodwill


711,246


684,771Intangible assets





3,949Covenants not to compete


6,461


6,810Other


1,680


1,987Total other assets


719,387


697,517Total assets

$
1,102,097

$
1,071,064Current liabilities:Current installments of long-term obligations

$
64,283

$
97,489Accounts payable


28,874


29,946Accrued expenses:Compensation and benefits


12,752


18,488Other


8,507


10,873Income taxes payable


25,597


5,219Total current liabilities


140,013


162,015Long-term obligations, excluding current installments


125,713


125,775Deferred income taxes


48,128


43,568Minority interest


685


748Stockholders equity:Common stock


1,212


1,210Additional paid-in capital


197,331


194,164Retained earnings


764,828


719,637Less: treasury stock


175,813


176,053Total stockholders equity


787,558


738,958Total liabilities and stockholders equity

$
1,102,097

$
1,071,064





See accompanying notes to condensed consolidated financial statements.




3




---

##### Table of Contents

LINCARE HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For The Three Months EndedMarch 31, 2002


March 31, 2001(In thousands except share and per share data)Net revenues

$
228,521


$
191,661Costs and expenses:Costs of goods and services


34,427



29,926Operating expenses


51,406



43,509Selling, general and administrative expenses


47,710



40,094Bad debt expense


3,428



2,875Depreciation expense


14,860



13,000Amortization expense


419



5,156152,250



134,560Operating income


76,271



57,101Other income (expense):Interest income


36



111Interest expense


(3,748
)


(4,089
)Net gain/(loss) on disposal of property and equipment


(22
)


1Unrealized loss on derivative financial instrument






(2,196
)(3,734
)


(6,173
)Income before income taxes


72,537



50,928Income taxes


27,346



19,404Net income

$
45,191


$
31,524Basicearnings per common share

$
0.42


$
0.30Dilutedearnings per common share

$
0.41


$
0.29Weighted average number of common shares outstanding


107,803,438



106,996,276Weighted average number of common shares and common share equivalents outstanding


110,211,474



109,635,810








See accompanying notes to condensed consolidated
financial statements.




4




---

##### Table of Contents

LINCARE HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





For The Three Months EndedMarch 31, 2002


March 31, 2001(In thousands)Cash from operations

$
74,596


$
62,167Investing activities:Proceeds from sale of property and equipment


53



22Capital expenditures


(19,896
)


(17,253
)Decrease in other assets


246



155Business acquisitions, net of cash acquired


(19,744
)


(15,739
)(39,341
)


(32,815
)Financing activities:Proceeds from long-term obligations


9,134



29,000Payment of long-term obligations


(46,733
)


(67,145
)Decrease in minority interest


(74
)


(136
)Proceeds from issuance of common stock


2,178



6,952Proceeds from issuance of treasury stock


240



(35,255
)


(31,329
)Decrease in cash






(1,977
)Cash and cash equivalents, beginning of period






3,201Cash and cash equivalents, end of period

$



$
1,224





See accompanying notes to condensed consolidated financial statements.




5




---

##### Table of Contents

LINCARE HOLDINGS INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Note 1.    Basis of Presentation





The accompanying condensed
consolidated balance sheet as of March 31, 2002, the condensed consolidated statements of operations for the three months ended March 31, 2002 and 2001 and the condensed consolidated statements of cash flows for the three months ended March 31, 2002
and 2001 are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial
statements and related notes of Lincare Holdings Inc. (the Company) on Form 10-K for the fiscal year ended December 31, 2001. 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, 2001 is derived from the Companys audited balance sheet as of that date.





Note
2.    Business Combinations





During the three months ended March 31, 2002 the Company acquired, in
unrelated acquisitions, certain assets of seven 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

$
19,744Deferred acquisition obligations


4,965Assumption of liabilities


126$
24,835The aggregate purchase price was allocated as follows:Current assets

$
557Property and equipment


1,234Intangible assets


70Goodwill


22,974$
24,835





On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, which requires that goodwill and certain intangible assets with indefinite useful lives no longer be amortized. Under the requirements of SFAS No. 141,
Business Combinations issued in July 2001, the criteria for recognizing intangible assets was changed. The Company reclassified $3,949,000 to goodwill from intangible assets (customer base) on January 1, 2002 based on the intangible
assets no longer meeting the SFAS No.141 requirements. The total goodwill no longer being amortized at March 31, 2002, which includes the reclassified intangible assets and the year to date 2002 business combinations, was $711,246,000. For assets
determined to have indefinite lives, the Company is required to test the assets for impairment in accordance with SFAS No. 142 within the first six months. For the purpose of testing goodwill for impairment, the Company has performed the test using
a single reporting unit approach. Impairment is measured




6




---

##### Table of Contents



LINCARE HOLDINGS INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)




as the excess of carrying value over the fair value of an intangible asset with an indefinite life. Any transitional impairment loss would be measured as of January 1, 2002 and would be
recognized as a cumulative effect of a change in accounting principle in the first interim period in the Companys statement of operations. In accordance with SFAS No. 142, the Company has performed impairment testing of its goodwill as of
January 1, 2002 and no impairment is indicated. The following supplemental information for the three months ended March 31, 2002 and March 31, 2001 are provided to illustrate the effect of SFAS No. 141 and 142 on the results of operations.





For The Three Months Ended March 31,2002

2001(In thousands except per share data)Net incomeAs reported

$
45,191

$
31,524Amortization of goodwill and intangible assets





3,117Adjusted net income

$
45,191

$
34,641Income per common sharebasicAs reported

$
.42

$
.30Amortization of goodwill and intangible assets





.03Adjusted income per common sharebasic

$
.42

$
.33Income per common sharedilutedAs reported

$
.41

$
.29Amortization of goodwill and intangible assets





.03Adjusted income per common sharediluted

$
.41

$
.32





Unaudited pro forma supplemental information on the results of operations for the
three months ended March 31, 2002 and March 31, 2001 are provided below and reflect the acquisitions as if they had been combined at the beginning of each respective period. Effective with the adoption of SFAS 142 on January 1, 2002, the
amortization of goodwill and certain intangible assets was discontinued.





For The Three Months Ended March 31,2002

2001(In thousands except per share data)Net revenues

$
230,601

$
195,668Net income

$
45,652

$
32,411Income per common share:Basic

$
0.42

$
0.30Diluted

$
0.41

$
0.30





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.




7




---

##### Table of Contents



LINCARE HOLDINGS INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Note 3.    Income Per Common Share





Basic income per common share is computed by dividing earnings available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted income per common share reflects the potential dilution of securities that could share in earnings, including stock options. When the exercise of stock options is anti-dilutive, they are excluded from the
calculation. There were no antidilutive stock options excluded from the calculation at March 31, 2002 and 2001.





A
reconciliation of the numerators and the denominators of the basic and diluted per common share computations is as follows:





Income (Numerator)

Shares (Denominator)

Per Share Amount(In thousands, except per share data)THREE MONTHS ENDED MARCH 31, 2002Basic:Income available to common stockholders

$45,191

107,803

$0.42Effect of dilutive securities:Stock options



2,408Diluted:Income available to common stockholders and holders of dilutive securities

$45,191

110,211

$0.41THREE MONTHS ENDED MARCH 31, 2001Basic:Income available to common stockholders

$31,524

106,996

$0.30Effect of dilutive securities:Stock options



2,640Diluted:Income available to common stockholders and holders of dilutive securities

$31,524

109,636

$0.29




8




---

##### Table of Contents




LINCARE HOLDINGS INC.





Item 2.Managements Discussion and Analysis of Results of Operations and Financial Condition





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 Ended March 31,2002

2001(In thousands)Oxygen and other respiratory therapy

$
205,268

$
166,803Home medical equipment and other


23,253


24,858Total

$
228,521

$
191,661





Net revenues for the three months ended March 31, 2002 increased by $36,860,000
(or 19.2%) compared with the three months ended March 31, 2001. The increases in net revenues are attributed to underlying growth in the market for the Companys products, the Companys sales and marketing efforts that emphasize quality
and customer service, and the effects of business acquisitions completed by the Company. The Company increased its contribution to net revenues from oxygen and other respiratory therapy products to 89.8% from 87.0% of net revenues for the three
months ended March 31, 2002, over the comparable three months ended March 31, 2001. During the three month period ended March 31, 2002, the Company reduced its exposure to lower margin non-respiratory product lines as compared with the prior year
periods.





Costs of goods and services as a percentage of net revenues were 15.1% for the three months ended March 31, 2002
compared with 15.6% for the three months ended March 31, 2001. The decrease in costs of goods and services as expressed as a percentage of net revenues is attributed to the Companys continued focus on home respiratory products while
successfully eliminating lower margin non-respiratory product lines from acquired businesses.





The Company continues to maintain
a cost structure that, with increases in net revenues, has permitted the Company to spread its fixed operating and overhead expenses over a larger base of revenues, resulting in improvement in operating income. Operating expenses expressed as a
percentage of net revenues for the three month period ended March 31, 2002 and 2001 were 22.5% and 22.7%, respectively. Selling, general and administrative expenses as a percentage of net revenues were 20.9% for each of the periods ended March 31,
2002 and 2001.





Amortization expense for the three months ended March 31, 2002 was $419, 000 compared with $5,156,000 for the
three months ended March 31, 2001. The decrease was the result of the Companys adoption of SFAS No. 142.





Operating
income for the three months ended March 31, 2002 increased to $76,271,000 compared with $57,101,000 for the three months ended March 31, 2001. The increases in operating income are attributable to the continued growth in net revenues, a favorable
shift in product mix to higher margin products, control over operating costs, and the reduction in amortization expense attributable to the adoption of SFAS No. 142.





Liquidity And Capital Resources





Net cash provided from operating activities was
$74,596,000 for the three months ended March 31, 2002 compared with $62,167,000 for the three months ended March 31, 2001.




9




---

##### Table of Contents




Net cash used in investing and financing activities was $74,596,000 for the three months ended
March 31, 2002. Activity during the three-month period ended March 31, 2002 included the Companys investment of $19,744,000 in business acquisitions, investment in capital equipment of $19,896,000, proceeds of $9,134,000 from long-term
obligations and payments of $46,733,000 related to long-term obligations.





As of March 31, 2002, the Companys principal
sources of liquidity consisted of $24,187,000 of working capital and $190,500,000 available under its bank credit facility. The Companys three-year $240,000,000 revolving credit facility, scheduled to expire on August 22, 2002, was replaced on
April 25, 2002 with a five-year $200,000,000 revolving credit facility. The Company believes that internally generated funds, together with funds that may be borrowed under its bank credit facility, will be sufficient to meet the Companys
anticipated capital requirements for the foreseeable future.





New Accounting Standards





The Company adopted Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for Impairment of Long-Lived Assets and for Long Lived Assets to be Disposed
of on January 1, 2002. SFAS No. 144, requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The adoption of SFAS No. 144 did not have any material effect on its financial statements.





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.





In December 2000, the Consolidated Appropriations Act, 2001 (H.R. 4577) was signed into law. The appropriations act incorporated by reference the text of H.R. 5661, the
Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000 (BIPA), which included certain Medicare reimbursement and other policy changes. Among other things, BIPA required the U.S. General Accounting Office
(GAO) to study Medicare reimbursement for drugs and biologicals and for related services. The GAO issued its report to Congress, entitled Medicare Payments for Covered Outpatient Drugs Exceed Providers Cost, in
September 2001. The GAO made recommendations designed to improve the accuracy of Medicare payment for drugs and related services, including establishing Medicare payment levels for prescription drugs and their delivery and administration that are
more closely related to their costs, examining the benefits and risks of expanding the current competitive bidding demonstration projects for drugs covered under Medicare Part B, and instituting a process to monitor access to Medicare covered drugs
to ensure that payment changes do not negatively affect access for particular drugs, for groups of beneficiaries, or in certain geographic areas. The government, acting through legislation or regulation, may implement some or all of the GAOs
recommendations. The Company cannot predict whether the government will take any such action and, if so, what effect such action will have on the Companys ability to provide respiratory and infusion drugs and related services to Medicare
beneficiaries in the future.





The Presidents fiscal year 2003 budget includes a proposal to change reimbursement for
prescription drugs covered under Medicare Part B. The budget also contains a proposal to adopt a national competitive bidding payment system for durable medical equipment, including home oxygen equipment. The Company cannot predict whether any of
the proposals outlined in the Presidents budget will be adopted by Congress and become law.





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.




10




---

##### Table of Contents




Item 3.Quantitative and Qualitative Disclosure Regarding Market Risk





The Company had no
derivative securities as of March 31, 2002. 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.





The fair value of the Companys long-term obligations are subject to change as a result of changes in interest rates. The Company estimates potential changes in the fair value of
interest rate sensitive financial instruments based on a hypothetical decrease (or increase) in interest rates. The Companys use of this methodology to quantify the market risk of such instruments should not be construed as an endorsement of
its accuracy or the accuracy of the related assumptions. The quantitative information about market risk is necessarily limited because it does not take into account anticipated operating and financial transactions.





The following table sets forth the Companys estimated impact on the fair value of its long-term obligations and the impact on earnings resulting
from a hypothetical 10% decrease in interest rates.





Estimated fair value of financial instruments (in thousands):





(Assuming 10% Decrease in Interest Rates)Face Amount

Carrying Amount

Fair Value

Hypothetical Change in Fair Value

Hypothetical Change in Annual Interest ExpenseMarch 31, 2002:Revolving bank credit agreement

$
44,000

$
44,000

$
44,000

$
0

$
(132
)Senior secured notes


125,000


125,000


126,888


434


0December 31, 2001:Revolving bank credit agreement

$
75,000

$
75,000

$
75,000

$
0

$
(240
)Senior secured notes


125,000


125,000


126,931


435


0





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, 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.




11




---

##### Table of Contents




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.




12




---

##### Table of Contents




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. In these cases, the government has the opportunity to intervene in, and take control of, the litigation. The Company is a defendant in certain qui tam proceedings. The government has declined to
intervene in all unsealed qui tam actions of which the Company is aware. Lincare intends to vigorously defend these suits should they proceed.





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 did not file a Current Report on Form 8-K during the three months ended March 31, 2002.
| | --- |  | ---------------------------------------------------------------------------------------------------



13




---

##### Table of Contents




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.
GABOSPaul G. GabosSecretary, Chief Financial Officerand Principal Accounting Officer





May 13, 2002




14




---

##### Table of Contents




INDEX OF EXHIBITS


Exhibit Number


Exhibit

Sequentially Numbered Page3.10
(A)

Amended and Restated Certificate of Incorporation of Lincare Holdings Inc.3.11
(E)

Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of Lincare Holdings Inc.3.20
(A)

Amended and Restated By-Laws of Lincare Holdings Inc.10.20
(A)

Non-Qualified Stock Option Plan of Registrant10.21
(A)

Lincare Holdings Inc. 1991 Stock Plan10.22
(G)

Lincare Holdings Inc. 1994 Stock Plan10.23
(G)

Lincare Holdings Inc. 1996 Stock Plan10.24
(G)

Lincare Holdings Inc. 1998 Stock Plan10.25
(G)

Lincare Holdings Inc. 2000 Stock Plan10.26
(H)

Lincare Holdings Inc. 2001 Stock Plan10.30


Lincare Inc. 401(k) Plan10.31
(D)

Employment Stock Purchase Plan10.40
(I)

Form of Executive Employment Agreement dated December 15, 200110.50
(D)

Form of Non-employee Director Stock Option Agreement10.51
(D)

Form of Non-qualified Stock Option Agreement10.52
(B)

Non-Qualified Stock Option Agreements dated as of January 23, 1995 between the Registrant and James M. Emanuel10.53
(C)

Non-Qualified Stock Option Agreements dated as of January 26, 1996 between the Registrant and John P. Byrnes10.54
(C)

Non-Qualified Stock Option Agreements dated as of July 15, 1996 between the Registrant and John P. Byrnes10.60


Amended and Restated Credit Agreement dated as of April 25, 200210.70
(F)

Senior Secured Note Purchase Agreement among Lincare Holdings Inc., as Borrower, and several note holders with Bank of America,
N.A., as Agent10.71
(F)

Form of Series A Note10.72
(F)

Form of Series B Note10.73
(F)

Form of Series C Note


---

|(A) |  | Incorporate by reference to the corresponding exhibit to the Registrants Registration Statement on Form S-1 (No. 33-44672)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(B) |  | Incorporate by reference to the Registrants Form 10-K dated March 27, 1996.
|--- |  | ----------------------------------------------------------------------------

|(C) |  | Incorporate by reference to the Registrants Form 10-K dated March 25, 1997.
|--- |  | ----------------------------------------------------------------------------

|(D) |  | Incorporate by reference to the Registrants Form 10-K dated March 26, 1998.
|--- |  | ----------------------------------------------------------------------------

|(E) |  | Incorporate by reference to the Registrants Form 10-Q dated August 12, 1998.
|--- |  | -----------------------------------------------------------------------------

|(F) |  | Incorporate by reference to the Registrants Form 10-Q dated November 13, 2000.
|--- |  | -------------------------------------------------------------------------------

|(G) |  | Incorporate by reference to the Registrants Form 10-K dated March 29, 2001.
|--- |  | ----------------------------------------------------------------------------

|(H) |  | Incorporate by reference to the Registrants Form 10-Q dated August 1, 2001.
|--- |  | ----------------------------------------------------------------------------

|(I) |  | Incorporate by reference to the Registrants Form 10-K dated March 28, 2002.
|--- |  | ----------------------------------------------------------------------------






15