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):      February 7, 2005

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):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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 February 7, 2005, Lincare Holdings Inc. issued a press release announcing its results of operations for the quarter and year ended December 31, 2004.  A copy of the company’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 8.01	Other Events
	In December 2004, one of our pharmacies received a Warning Letter from the Food and Drug Administration concerning certain operations at the pharmacy.  We have responded to the Warning Letter and remain committed to working with the Food and Drug Administration to resolve this matter.  However, we are unable to predict whether or when we will be able to reach a satisfactory resolution of this matter.
	In January 2005, agents of the Federal Bureau of Investigation executed search warrants and seized documents at certain offices in Florida of Bane Medical Services, Inc. and Oxygen and Respiratory Therapy, Inc.  The search warrants relate to the operations of the businesses prior to our acquisition of the underlying assets.  We believe that we have recourse against the seller of the businesses for any claims arising out of the government’s investigation.  We may institute legal proceedings against the seller seeking rescission of the transaction or, in the alternative, damages for any harm suffered by us.  We intend to cooperate with the government’s investigation.  We can give no assurances as to whether the investigation will have an adverse impact on our operations or whether we will be able to successfully enforce our legal rights against the seller.
	We have recently had preliminary discussions with the United States Attorney’s Office for the Middle District of Florida in an effort to resolve an ongoing investigation.  We have cooperated with the investigation and have responded to document requests periodically over the last five years.  As previously disclosed in June 2000, the investigation concerns, among other things, our dealings with physicians and the delivery by certain of our operating centers in Florida of respiratory and other services to patients.  We are unable to predict whether or when we will be able to reach a satisfactory resolution of this matter.
	As a health care provider, our marketing, billing, documenting and other practices 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 us for payment of services rendered to customers.  Similarly, government agencies periodically open investigations and obtain information from health care providers pursuant to legal process.  From time to time, we receive inquiries from various government agencies requesting customer records and other documents.  It has been our policy to cooperate with all such requests for information.
Item 9.01	Financial Statements and Exhibits
	(c)	Exhibits
	99.1	Press release of Lincare Holdings Inc., dated February 7, 2005

SIGNATURES

          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

February 7, 2005

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Paul G. Gabos
	(727) 530-7700

LINCARE HOLDINGS INC. ANNOUNCES RECORD
2004 FINANCIAL RESULTS

Clearwater, Florida (February 7, 2005) -- Lincare Holdings Inc. (NASDAQ:LNCR), a leading provider of oxygen and other respiratory therapy services delivered to patients in the home, today announced financial results for the year ended December 31, 2004.

Revenues for the year ended December 31, 2004, were $1.269 billion, an 11% increase over revenues of $1.147 billion for the comparable period in 2003.  The 11% increase in revenues was comprised of 7% internal growth and 4% acquisition growth.  The Medicare reimbursement reductions for respiratory medications that were effective on January 1, 2004 reduced total revenues in the year by $54.2 million.  Net income for the year ended December 31, 2004, was $273.4 million compared to net income of $232.1 million for the prior year.

The Company adopted the provisions of Emerging Issues Task Force (EITF) 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” effective for reporting periods ending after December 15, 2004.  The Company has outstanding $275.0 million of 3.00% Convertible Senior Debentures issued in June of 2003, with a conversion price of $53.33 and a contingent conversion trigger of $64.00.  EITF 04-08 requires that the dilutive effect of contingently convertible debt instruments be reflected in diluted earnings per share by application of the if-converted method regardless of whether the market price trigger or other contingent features have been met.  Prior period earnings per share amounts presented for comparative purposes have been restated to conform with EITF 04-08.  Accordingly, the Company’s diluted earnings per share after applying the if-converted method were $2.60 for the year ended December 31, 2004, an increase of 19% over the $2.19 restated diluted earnings per share for the comparable period last year.

For the quarter ended December 31, 2004, revenues were $324.2 million, a 7% increase over revenues of $302.8 million for the fourth quarter of 2003.  The 7% increase in revenues was comprised of 5% internal growth and 2% acquisition growth.  Medicare reimbursement reductions for respiratory medications that took effect in 2004 reduced total revenues in the quarter by $14.3 million.  Net income for the quarter ended December 31, 2004, was $72.7 million compared to net income of $62.0 million for the fourth quarter of 2003. Diluted earnings per share after applying the if-converted method were $0.68 for the quarter ended December 31, 2004, an increase of 15% over the $0.59 restated diluted earnings per share for the comparable period last year.

John P. Byrnes, Lincare’s Chief Executive Officer, said, “We are pleased with Lincare’s operating and financial performance in 2004.  Our efforts to reduce costs and control operating expenses enabled us to achieve record earnings and cash flows notwithstanding Medicare reimbursement reductions totaling in excess of $50 million.  Excluding the effects of the Medicare price cuts, we achieved internal revenue growth of approximately 12% in 2004.  We remained active in opening denovo locations in new and contiguous geographic markets and complemented our growth with acquisitions of local and regional competitors.”

Lincare added 77 new operating centers in 2004, bringing the total number of Lincare locations to 804.  The Company added 25 new operating centers through the acquisition of 26 companies with annual revenues of approximately $49.0 million and added an additional 52 locations through internal expansion.

Mr. Byrnes added, “Our financial position is strong and we are well positioned to absorb the significant Medicare reimbursement reductions to oxygen and inhalation drugs scheduled to take effect in 2005.  Lincare generated $418.9 million of cash from operating activities during 2004 and investments of cash included $89.7 million in capital expenditures and $83.0 million in business acquisition expenditures.  At December 31, 2004, cash and cash equivalents totaled $225.8 million and long-term obligations, including current maturities of bank debt, were $320.3 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 over 530,000 customers in 47 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 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 operations 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, including its annual report on Form 10-K for the year ended December 31, 2003.

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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 release.

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LINCARE HOLDINGS INC.
Financial Summary
(Unaudited)
(In thousands, except share and per share data)

	For the three months ended
	December 31, 2004		December 31, 2003
Net revenues	$	324,241	$	302,783
Costs and expenses:
Costs of goods and services		47,335		45,995
Operating expenses		65,669		64,832
Selling, general and administrative expenses		63,274		62,290
Bad debt expense		4,864		4,541
Depreciation expense		21,593		20,348
Amortization expense		396		379
Operating income		121,110		104,398
Interest and other expense		2,521		4,947
Income before income taxes		118,589		99,451
Income taxes		45,881		37,495
Net income	$	72,708	$	61,956
Basic earnings per common share	$	0.72	$	0.63
Diluted earnings per common share	$	0.68	$	0.59
Weighted average number of common shares outstanding		100,513,512		98,524,102
Weighted average number of common shares and common share equivalents outstanding		108,242,761		106,750,944

	For the twelve months ended
	December 31, 2004		December 31, 2003
Net revenues	$	1,268,531	$	1,147,356
Costs and expenses:
Costs of goods and services		184,398		171,658
Operating expenses		264,447		253,341
Selling, general and administrative expenses		257,019		239,656
Bad debt expense		19,028		17,210
Depreciation expense		86,615		75,007
Amortization expense		1,537		1,587
Operating income		455,487		388,897
Interest and other expense		15,084		17,633
Income before income taxes		440,403		371,264
Income taxes		166,975		139,153
Net income	$	273,428	$	232,111
Basic earnings per common share	$	2.74	$	2.28
Diluted earnings per common share	$	2.60	$	2.19
Weighted average number of common shares outstanding		99,700,964		101,670,579
Weighted average number of common shares and common share equivalents outstanding		107,230,200		107,413,750

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LINCARE HOLDINGS INC.
Selected Balance Sheet Data
(Unaudited)
(In thousands)

	December 31, 2004		December 31, 2003
Cash	$	225,789	$	9,815
Accounts Receivable, Net		137,891		151,194
Current Assets		377,855		187,090
Total Assets		1,724,521		1,431,660
Current Liabilities		130,262		147,157
Long Term Obligations, including Current Maturities of  Bank Debt		320,293		370,817
Stockholders’ Equity		1,168,478		848,247

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