8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2008

Lincare Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-19946	51-0331330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

19387 U.S. 19 North, Clearwater, FL 33764

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 727-530-7700

(Former name or address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A. 2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On October 20, 2008, Lincare Holdings Inc. issued a press release announcing its results of operations for the quarter ended September 30, 2008. A copy of the company’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this current report on Form 8-K is being furnished to the Commission and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release of Lincare Holdings Inc., dated October 20, 2008

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lincare Holdings Inc.
By:	/s/ Paul G. Gabos
	Paul G. Gabos
	Chief Financial Officer, Treasurer and Secretary

October 21, 2008

EX-99.1

Exhibit 99.1

Press Release Source: Lincare Holdings Inc.

Lincare Holdings Inc. Announces Third Quarter and First Nine Months 2008 Financial Results

Monday October 20, 4:30 pm ET

CLEARWATER, Fla., Oct. 20 /PRNewswire-FirstCall/ — Lincare Holdings Inc. (Nasdaq: LNCR—News), a leading provider of oxygen and other respiratory therapy services delivered to patients in the home, today announced financial results for the three and nine months ended September 30, 2008.

For the quarter ended September 30, 2008, revenues were $405.7 million compared with revenues of $408.2 million for the third quarter of 2007. The Company estimates that the change in net revenues was comprised of approximately 5% internal growth, offset by Medicare price reductions of approximately 6% taking effect in 2008. Net income for the quarter ended September 30, 2008, was $55.8 million compared to net income of $58.6 million for the third quarter of 2007. Diluted earnings per share were $0.76 for the quarter ended September 30, 2008, compared with $0.66 diluted earnings per share for the comparable prior year period.

Revenues for the nine months ended September 30, 2008, were $1.249 billion, a 6% increase over revenues of $1.184 billion for the comparable period in 2007. The Company estimates that the increase in net revenues was comprised of approximately 10% internal growth, partially offset by Medicare price reductions of approximately 5% taking effect in 2008. Net income for the nine months ended September 30, 2008, was $179.0 million compared to net income of $168.5 million for the first nine months of 2007. Diluted earnings per share were $2.38 for the nine months ended September 30, 2008, compared with $1.89 diluted earnings per share for the comparable period last year.

As previously reported, revenues and earnings were impacted in the second and third quarters of 2008 by a change in ordering patterns for certain inhalation drugs by customers concerned about the potential loss of Medicare coverage of these drugs. In April of this year, the Durable Medical Equipment Medicare Administrative Contractors (“DME MACs”) issued a revision of the Nebulizer Local Coverage Determination (“LCD”) that would have effectively eliminated Medicare reimbursement and patient access to these medications as of July 1, 2008. In response to this potential loss of access, a significant number of the Company’s customers placed orders in June to receive a 90-day shipment of these drugs rather than a 30-day shipment. The net effect of this change in ordering patterns was to accelerate approximately $18.9 million of revenues in the second quarter that would otherwise have been expected to occur in the third quarter. The DME MACs subsequently announced a delay in the implementation of the LCD until November 1, 2008.

Lincare added 10 new operating centers during the third quarter derived from internal development. During the first nine months of 2008, Lincare opened 30 new locations, expanding the total number of locations to 1,049 at September 30, 2008. Lincare also completed acquisitions of two small pharmacy operations during the third quarter.

John P. Byrnes, Lincare’s Chief Executive Officer, said, “We are pleased with Lincare’s operating and financial performance in the first nine months of 2008. We continue to demonstrate the ability to expand our market share and drive strong operating results despite Medicare price cuts of more than $55 million so far this year. We have been consistently able to generate internal revenue gains of about twice the underlying growth in the market for our services while containing the growth of our operating and overhead expenses. Our financial position and liquidity remain strong and we achieved significant operating cash flows in the first nine months of 2008.”

Lincare generated $322.1 million of cash from operating activities during the first nine months of 2008. Investments of cash during the nine-month period included $95.0 million in net capital expenditures

and $6.1 million in business acquisition expenditures. As of September 30, 2008, total debt outstanding was $622.7 million, cash and cash equivalents were $32.9 million and long-term investments were $92.9 million.

Lincare, headquartered in Clearwater, Florida, is one of the nation’s largest providers of oxygen and other respiratory therapy services to patients in the home. The Company provides services and equipment to approximately 700,000 customers in 48 states.

Statements in this release concerning future results, performance or expectations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements included in this document are based upon information available to Lincare as of the date hereof and Lincare assumes no obligation to update any such forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause Lincare’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. 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 Lincare’s ability to attain any estimates contained in this release include potential reductions in reimbursement rates by government and other third party payors, changes in reimbursement policies, the demand for Lincare’s products and services, the availability of appropriate acquisition candidates and Lincare’s ability to successfully complete and integrate acquisitions, efficient operation of Lincare’s existing and future operating facilities, regulation and/or regulatory action affecting Lincare or its business, economic and competitive conditions, access to borrowed and/or equity capital on favorable terms and other risks described in the filings of Lincare with the Securities and Exchange Commission.

In developing its forward-looking statements, Lincare 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 Lincare differ materially from what actually occurs, then actual results could vary significantly from the performance projected in the forward-looking statements. Lincare is under no duty to update any of the forward-looking statements after the date of this announcement.

LINCARE HOLDINGS INC.

Financial Summary

(Unaudited)

(In thousands, except share and per share data)

	For the three months ended
	September 30, 2008		September 30, 2007
Net revenues	$	405,677	$	408,152
Costs and expenses:
Costs of goods and services		94,969		101,398
Operating expenses		100,508		91,458
Selling, general and administrative expenses		82,165		80,128
Bad debt expense		6,085		6,122
Depreciation and amortization expense		29,015		29,957
Operating income		92,935		99,089
Interest expense, net		4,076		4,339
Income before income taxes		88,859		94,750
Income taxes		33,073		36,111
Net income	$	55,786	$	58,639
Basic earnings per common share	$	0.76	$	0.69
Diluted earnings per common share	$	0.76	$	0.66
Weighted average number of common shares outstanding		73,005,817		84,562,220
Weighted average number of common shares and common share equivalents outstanding		73,434,927		90,551,077

	For the nine months ended
	September 30, 2008		September 30, 2007
Net revenues	$	1,249,488	$	1,183,694
Costs and expenses:
Costs of goods and services		302,362		289,494
Operating expenses		294,442		272,939
Selling, general and administrative expenses		243,708		236,190
Bad debt expense		18,742		17,755
Depreciation and amortization expense		88,618		83,694
Operating income		301,616		283,622
Interest expense, net		14,027		13,945
Income before income taxes		287,589		269,677
Income taxes		108,550		101,188
Net income	$	179,039	$	168,489
Basic earnings per common share	$	2.46	$	1.98
Diluted earnings per common share	$	2.38	$	1.89
Weighted average number of common shares outstanding		72,902,841		85,033,782
Weighted average number of common shares and common share equivalents outstanding		76,345,503		91,392,442

LINCARE HOLDINGS INC.

Selected Balance Sheet Data

(Unaudited)

(In thousands)

	September 30, 2008		December 31, 2008
Cash and Investments	$	125,816	$	149,957
Accounts Receivable, Net		198,915		198,918
Current Assets		269,134		366,211
Total Assets		1,934,492		1,928,364
Current Liabilities		246,055		438,474
Total Debt		622,724		838,207
Stockholders’ Equity		896,688		733,788