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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





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FORM 10-Q





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(MARK ONE)





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the Quarterly Period Ended June 30, 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.





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Class

Outstanding at July 31,
2002Common Stock, $0.01 par value

106,320,762 shares


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LINCARE HOLDINGS INC.





FORM 10-Q


For The Quarterly Period Ended June 30, 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

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##### Table of Contents

PART I.    FINANCIAL INFORMATION





Item 1.Financial Statements (Unaudited)





LINCARE HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited)





June 30,2002

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

$
0

$
0Restricted cash


15,350


8,350Accounts and notes receivable


144,499


143,840Inventories


2,825


2,857Other


3,649


6,185Total current assets


166,323


161,232Property, plant and equipment


478,529


441,391Less: accumulated depreciation


253,038


229,076Net property and equipment


225,491


212,315Other assets:Goodwill


729,160


684,771Intangible assets


0


3,949Covenants not to compete


6,072


6,810Other


3,134


1,987Total other assets


738,366


697,517Total assets

$
1,130,180

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

$
20,036

$
97,489Accounts payable


28,834


29,946Accrued expenses:Compensation and benefits


16,599


18,488Other


11,280


10,873Income taxes payable


10,475


5,219Total current liabilities


87,224


162,015Long-term obligations, excluding current installments


175,650


125,775Deferred income taxes


51,571


43,568Minority interest


703


748Stockholders equity:Common stock


1,214


1,210Additional paid-in capital


200,031


194,164Retained earnings


811,318


719,637Less: treasury stock


197,531


176,053Total stockholders equity


815,032


738,958Total liabilities and stockholders equity

$
1,130,180

$
1,071,064





See accompanying notes to condensed consolidated financial statements.




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LINCARE HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For The Three Months Ended


For The Six Months EndedJune 30,2002


June 30,2001


June 30,2002


June 30,2001(In thousands except share and per share data)Net revenues

$
234,445


$
198,371


$
462,976


$
390,032Costs and expenses:Costs of goods and services


35,426



30,183



69,853



60,109Operating expenses


52,537



45,002



103,943



88,511Selling, general and administrative expenses


48,975



41,224



96,685



81,318Bad debt expense


3,516



2,976



6,944



5,851Depreciation expense


15,475



13,395



30,335



26,395Amortization expense


414



5,315



833



10,471156,343



138,095



308,593



272,655Operating income


78,112



60,276



154,383



117,377Other income (expense):Interest income


46



108



82



219Interest expense


(3,508
)


(3,851
)


(7,256
)


(7,940
)Net loss on disposal of property and equipment


(26
)


(23
)


(48
)


(22
)Unrealized gain/(loss) on derivative financial instrument


0



561



0



(1,635
)(3,488
)


(3,205
)


(7,222
)


(9,378
)Income before income taxes


74,624



57,071



147,161



107,999Income taxes


28,134



21,745



55,480



41,149Net income

$
46,490


$
35,326


$
91,681


$
66,850Basic earnings per common share

$
0.43


$
0.33


$
0.85


$
0.62Diluted earnings per common share

$
0.42


$
0.32


$
0.83


$
0.61Weighted average number of common shares outstanding


107,411,536



107,372,430



107,609,223



107,185,392Weighted average number of common shares and common share equivalents outstanding


110,257,529



110,056,314



110,241,392



109,847,081








See accompanying notes to condensed
consolidated financial statements.




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LINCARE HOLDINGS INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





For The Six Months EndedJune 30, 2002


June 30, 2001(In thousands)Cash from operations

$
138,553


$
123,530Investing activities:Proceeds from sale of property and equipment


100



42Capital expenditures


(42,169
)


(36,655
)(Increase) decrease in other assets


(1,261
)


275Business acquisitions, net of cash acquired


(35,835
)


(57,123
)Increase in cash restricted for future business acquisitions


(7,000
)


0(86,165
)


(93,461
)Financing activities:Proceeds from long-term obligations


109,268



51,267Payment of long-term obligations


(143,992
)


(94,014
)Decrease in minority interest


(98
)


(136
)Proceeds from issuance of common stock


3,912



9,972Proceeds from issuance of treasury stock


513



375Payment to acquire treasury stock


(21,991
)


0(52,388
)


(32,536
)Decrease in cash


0



(2,467
)Cash and cash equivalents, beginning of period


0



3,201Cash and cash equivalents, end of period

$
0


$
734





See accompanying notes to condensed consolidated financial statements.




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LINCARE HOLDINGS INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Note 1.    Basis of Presentation





The accompanying condensed consolidated balance sheet as of June 30, 2002, the condensed consolidated statements of operations for the three and six month periods ended June 30, 2002 and 2001 and the
condensed consolidated statements of cash flows for the six months ended June 30, 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 six months ended June 30, 2002, the Company acquired, in unrelated acquisitions, certain assets of 12 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

$
35,835Deferred acquisition obligations


8,195Assumption of liabilities


248$
44,278The aggregate purchase price was allocated as follows:Current assets

$
1,588Property and equipment


1,491Intangible assets


95Goodwill


41,104$
44,278





Unaudited pro forma supplemental information on the results of
operations for the six months ended June 30, 2002 and June 30, 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 (see below) on
January 1, 2002, the amortization of goodwill and certain intangible assets was discontinued.





For The Six Months Ended June
30,2002

2001(In thousands except per share
data)Net revenues

$
470,792

$
405,213Net income

$
93,452

$
70,258Income per common share:Basic

$
0.87

$
0.66Diluted

$
0.85

$
0.64




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LINCARE HOLDINGS INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)







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.





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 June 30, 2002, which includes the reclassified intangible assets and the year to date 2002 business combinations, was $729,160,000.





For assets determined to have indefinite lives, the Company is required to test the assets for impairment in accordance with SFAS No. 142. For the purpose of testing goodwill for impairment, the
Company has performed the test using a single reporting unit approach. Impairment is measured 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 six months ended June 30, 2002 and June 30, 2001 are provided to illustrate the effect of SFAS No. 141 and 142 on the results of operations.





For The Six Months Ended June 30,2002

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

$
91,681

$
66,850Amortization of goodwill and intangible assets


0


6,335Adjusted net income

$
91,681

$
73,185Income per common sharebasicAs reported

$
0.85

$
0.62Amortization of goodwill and intangible assets


0


.06Adjusted income per common sharebasic

$
0.85

$
0.68Income per common sharedilutedAs reported

$
0.83

$
0.61Amortization of goodwill and intangible assets


0


.06Adjusted income per common sharediluted

$
0.83

$
0.67







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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 June 30, 2002 and 2001.





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





Income (Numerator)

Shares (Denominator)

Per Share Amount(In thousands, except per share data)SIX MONTHS ENDED JUNE 30, 2002Basic:Income available to common stockholders

$
91,681

107,609

$
0.85Effect of dilutive securities:Stock options


0

2,632Diluted:Income available to common stockholders and holders of dilutive securities

$
91,681

110,241

$
0.83SIX MONTHS ENDED JUNE 30, 2001Basic:Income available to common stockholders

$
66,850

107,185

$
0.62Effect of dilutive securities:Stock options


0

2,662Diluted:Income available to common stockholders and holders of dilutive securities

$
66,850

109,847

$
0.61




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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
June 30,

For The Six Months Ended June
30,2002

2001

2002

2001(In thousands)

(In thousands)Oxygen and other respiratory therapy

$
211,235

$
173,812

$
416,503

$
340,611Home medical equipment and other


23,220


24,559


46,473


49,421Total

$
234,455

$
198,371

$
462,976

$
390,032





Net revenues for the three months ended June 30, 2002 increased by
$36,084,000 (or 18.2%) compared with the three months ended June 30, 2001, and for the six months ended June 30, 2002 increased $72,944,000 (or 18.7%) compared with the six months ended June 30, 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 of net revenues for the three and six months ended June 30, 2002, over the comparable three and six month periods ended June 30, 2001. During the three and six month
period ended June 30, 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 and six months ended June 30, 2002 compared with 15.2% and 15.4% for the three and six months ended June 30, 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 and six month periods
ended June 30, 2002 were 22.4% and 22.5% as compared to the three and six month periods ended June 30, 2001 which were 22.7%. Selling, general and administrative expenses as a percentage of net revenues were 20.9% for the three and six month periods
ended June 30, 2002 as compared to the three and six month periods ended June 30, 2001 which were 20.8%.





Amortization expense for the three and six months ended June 30, 2002 was $414,000 and $833,000 as compared with $5,315,000 and $10,471,000 for the three and six months ended June 30, 2001. The decrease was the result of the
Companys adoption of SFAS No. 142 (see Note 2).





Operating income for the three and six months ended June
30, 2002 increased to $78,112,000 and $154,383,000, respectively, compared with $60,276,000 and $117,377,000 for the three and six months ended June 30, 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 $138,553,000 for the six months ended June 30, 2002 compared with $123,530,000 for the six months ended June 30, 2001.




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Net cash used in investing and financing activities was $138,553,000 for the six
months ended June 30, 2002. Activity during the six-month period ended June 30, 2002 included the Companys investment of $42,835,000 in business acquisitions, investment in capital equipment of $42,169,000, proceeds of $109,268,000 from
long-term obligations and payments of $143,992,000 related to long-term obligations.





As of June 30, 2002, the
Companys principal sources of liquidity consisted of $79,099,000 of working capital and $144,440,000 available under its bank 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.





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. As of June 30, 2002, the Company had fully completed the repurchase of common
stock authorized under the program. On May 21, 2002, the Companys Board of Directors authorized the Company to repurchase up to $100,000,000 of its outstanding common stock. Purchases are made through open market or privately negotiated
transactions,subject to market conditions and trading restrictions. As of June 30, 2002, no common stock had been repurchased under this program. The total common stock held in treasury was $ 197,531,000 as of June 30, 2002.





New Accounting Standards





In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and
Technical Corrections, which clarifies the criteria under which extinguishment of debt can be considered as extraordinary and rescinds the related SFAS Nos. 4 and 64 in addition to SFAS No. 44 and also makes technical corrections to other
Statements of Financial Standards. The Company does not believe the adoption of SFAS No. 145, in 2003, will have any effect on its financial statements.





In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal
Activities, which is effective for exit or disposal activities that are initiated after December 31, 2002. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is
incurred and can be measured at fair value and nullifies EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring). The Company does
not believe the adoption of SFAS No. 146 will have any 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




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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.





Item 3.Quantitative and Qualitative Disclosure Regarding Market Risk





The
Company had no derivative securities as of June 30, 2002. The Company is exposed to changes in interest rates as a result of its revolving bank credit facility which is based on the London Interbank Offered Rate. A 10% increase in interest rates
related to the Companys revolving bank credit facility would not have a material effect on the Companys earnings over the next fiscal year or the revolving bank credit facilitys fair value.





The fair value of the Companys revolving bank credit facility and senior secured notes 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 ExpenseJune 30, 2002:Revolving bank credit facility

$
50,000

$
50,000

$
50,000

$
0

$
(150
)Senior secured notes


125,000


125,000


128,146


449


0December 31, 2001:Revolving bank credit facility

$
75,000

$
75,000

$
75,000

$
0

$
(240
)Senior secured notes


125,000


125,000


126,931


435


0







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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.





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.




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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 2-3.    
Not Applicable.





Item 4.    
Submission of Matters to a Vote of the Security Holders





The Annual Meeting of
Shareholders of the Company was held on May 20, 2002. The following matters were voted on at the Annual Meeting, with the number of votes cast for, against or withheld, as applicable in each case, indicated next to each such matter.





1.    Election of Directors





For

WithheldJ.P. Byrnes

85,553,568

14,330,341S.H. Altman, Ph.D

99,502,825

381,084C.B. Black

99,514,444

369,465F.T. Cary

99,458,671

425,238W.F. Miller, III

99,515,414

368,495F.D. Byrne, M.D

98,807,078

1,076,831





2.    Ratification of selection of KPMG LLP as
the Companys independent accountants for the fiscal year ending December 31, 2002:





For: 98,830,936

Against: 1,023,052

Abstain: 29,921





3.    Approval of the amendment to the
Companys 2001 Stock Plan:





For: 90,722,412

Against: 8,794,305

Abstain: 367,192





Item 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 June 30, 2002.
| | --- |  | --------------------------------------------------------------------------------------------------



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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





August 13, 2002




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##### 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
(C)

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


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
(E)

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

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

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

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

Lincare Holdings Inc. 2001 Stock Plan10.30
(H)

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

Employment Stock Purchase Plan10.40
(G)

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

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

Form of Non-qualified Stock Option Agreement10.60
(H)

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

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

Form of Series A Note10.72
(D)

Form of Series B Note10.73
(D)

Form of Series C Note99.1


Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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

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

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

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

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

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

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

|(H) | Incorporated by reference to the Registrants Form 10-Q dated May 13, 2002.
|--- | ---------------------------------------------------------------------------






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