HANGER ORTHOPEDIC GROUP INC
10-Q, 1995-11-14
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                      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, 1995

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the transition period from _________  to  ________

                        Commission file number 1-10670

                         HANGER ORTHOPEDIC GROUP, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                 84-0904275
 -----------------------------------------------------------------------------
  (State or other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)

  7700 Old Georgetown Road, Bethesda, MD                       20814
 -----------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)

 Registrant's telephone number, including area code:
 -----------------------------------------------------------------------------
                                (301) 986-0701

 -----------------------------------------------------------------------------
 Former name,  former  address and former  fiscal year, if changed  since last
 report.

     Indicate  by check  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 [ ]

     APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate  the  number of shares
outstanding  of each of the issuer's  classes of common stock,  as of November
14, 1995, 8,290,544 shares of common stock, $.01 par value per share.

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.


                                     INDEX


                                                                   Page No.
Part I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

Consolidated Balance Sheets - September 30, 1995
         (unaudited) and December 31, 1994                                1

Consolidated Statements of Operations for the nine
         months ended September 30, 1995 and 1994 (unaudited)             3

Consolidated Statements of Operations for the three
         months ended September 30, 1995 and 1994 (unaudited)             4

Consolidated Statements of Cash Flows for the nine
         months ended September 30, 1995 and 1994 (unaudited)             5

Notes to Consolidated Financial Statements                                7

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     8

Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                       14

SIGNATURES                                                               15

<PAGE>

<TABLE>

                         HANGER ORTHOPEDIC GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                           September 30,         December 31,
                                                                               1995                 1994
                                                                               ----                 ----
                                                                            (unaudited)

<S>                                                                         <C>                   <C>         
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                               $  1,069,627          $  1,048,381
    Accounts receivable less allowances for
        doubtful accounts of $1,211,000 and $975,000 in
        1995 and 1994                                                         12,551,617            12,392,843
    Inventories                                                               10,302,297             9,465,186
    Prepaid expenses and other assets                                          1,127,011             1,149,026
    Deferred income taxes                                                      1,264,790             1,264,790
                                                                            -------------         -------------
         Total current assets                                                 26,315,342            25,320,226
                                                                            -------------         -------------

PROPERTY, PLANT AND EQUIPMENT
    Land                                                                       2,991,245             2,991,245
    Buildings                                                                  2,583,661             2,288,357
    Machinery and equipment                                                    3,553,390             3,232,442
    Furniture and fixtures                                                     1,573,055             1,526,237
    Leasehold improvements                                                     1,174,353             1,075,481
                                                                            -------------         -------------
                                                                              11,875,704            11,113,762
Less accumulated depreciation and amortization                                 3,946,341             3,104,828
                                                                            -------------         -------------
                                                                               7,929,363             8,008,934
                                                                            -------------         -------------

INTANGIBLE ASSETS
    Excess of cost over net assets acquired                                   27,121,855            26,633,643
    Non-compete agreements                                                     4,786,371             4,751,371
    Other intangible assets                                                    3,809,876             3,762,307
                                                                            -------------         -------------
                                                                              35,718,102            35,147,321
    Less accumulated amortization                                              8,682,424             7,532,295
                                                                            -------------         -------------
                                                                              27,035,678            27,615,026
                                                                            -------------         -------------

OTHER ASSETS
    Other                                                                        400,763               537,032
                                                                            -------------         -------------

TOTAL ASSETS                                                                 $61,681,146           $61,481,218
                                                                             ============          ============
</TABLE>

                                      1
<PAGE>


<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                            September 30,          December 31,
                                                                                1995                   1994
                                                                             (unaudited)

<S>                                                                         <C>                   <C>         
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Current portion of long-term debt                                       $  2,146,843          $  2,132,076
    Accounts payable                                                           1,500,942             1,562,625
    Accrued expenses                                                           1,365,577             1,300,070
    Customer deposits                                                            340,826               392,722
    Accrued wages and payroll taxes                                            1,057,317             1,422,741
    Deferred revenue                                                             101,523                97,690
                                                                            -------------         -------------
        Total current liabilities                                              6,513,028             6,907,924
                                                                            -------------         -------------

Long-term debt                                                                23,311,649            24,329,710
Deferred income taxes                                                            563,902               563,902
Other liabilities                                                                294,523               269,871

Mandatorily redeemable preferred stock, class C,
    liquidation preference of $500 per share                                     248,258               232,086

Mandatorily redeemable preferred stock, class F,
    liquidation preference of $500 per share

SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; 25,000,000 shares
        authorized, 8,424,039 shares issued and 8,290,544
        shares outstanding in 1995 and 1994                                       84,241                84,241
    Additional paid-in capital                                                33,579,685            33,595,857
    Accumulated deficit                                                       (2,258,578)           (3,846,811)
                                                                            -------------         -------------
                                                                              31,405,348            29,833,287

Treasury stock - (133,495 shares)                                               (655,562)             (655,562)
                                                                            -------------         -------------
                                                                              30,749,786            29,177,725

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                                    $ 61,681,146          $ 61,481,218
                                                                            =============         =============
</TABLE>

                                      2
<PAGE>

<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE NINE MONTHS ENDED September 30,
                                  (unaudited)

<CAPTION>
                                                                                1995                   1994
                                                                                ----                   ----

<S>                                                                         <C>                  <C>          
Net Sales                                                                   $ 39,110,549         $  36,674,095

Cost of products and services sold                                            18,334,524            16,708,946
                                                                            -------------         -------------
Gross profit                                                                  20,776,025            19,965,149

Selling, general & administrative                                             14,362,923            15,052,424
Depreciation and amortization                                                  1,514,443             1,775,894
Amortization of excess cost over net assets acquired                             517,618               504,599
                                                                            -------------         -------------
Income from operations                                                         4,381,041             2,632,232
Other income expense:
    Interest expense, net                                                     (1,545,706)           (1,230,946)
    Other income (expense)                                                      (106,280)              (82,384)
                                                                            -------------         -------------
Income from continuing operations before income taxes                          2,729,055             1,318,902

Provision for income taxes                                                     1,140,822               594,000
                                                                            -------------         -------------
Income from continuing operations                                              1,588,233               724,902

Loss from discontinued operations net of tax benefit
        of $189,000                                                                                   (231,313)
Loss on sale of assets net of tax benefit of $93,000                                                  (114,304)
                                                                            -------------         -------------
Net income                                                                  $  1,588,233          $    379,285
                                                                            =============         =============

Income from continuing operations                                           $        .19          $        .09
Loss from discontinued operations                                                                         (.03)
Loss on sale of discontinued operations                                                                   (.01)
                                                                            -------------         -------------
Net income per share                                                        $        .19          $        .05
                                                                            =============         =============

Weighted average number of common shares
    outstanding                                                                8,290,544              8,290,454
                                                                            =============         =============
</TABLE>

                                      3

<PAGE>

<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED September 30,
                                  (unaudited)

<CAPTION>
                                                                                1995                   1994
                                                                                ----                   ----

<S>                                                                         <C>                   <C>         
Net Sales                                                                   $ 13,549,654          $ 13,729,841

Cost of products and services sold                                             6,404,886             6,086,081
                                                                            -------------         -------------
Gross profit                                                                   7,144,768             7,643,760

Selling, general & administrative                                              4,758,320             5,362,128
Depreciation and amortization                                                    468,482               596,338
Amortization of excess cost over net assets acquired                             171,494               172,374
                                                                            -------------         -------------
Income from operations                                                         1,746,472             1,512,920
Other expense:
    Interest expense, net                                                       (528,682)             (461,340)
    Other                                                                        (43,077)              (42,563)
                                                                            -------------         -------------
Income from continuing operations before income taxes                          1,174,713             1,009,017

Provision for income taxes                                                       488,000               454,000
                                                                            -------------         -------------
Income from continuing operations                                                686,713               555,017

Loss from discontinued operations net of tax benefit
    of $142,000                                                                                       (173,061)
Loss on sale of assets net of tax benefit of $93,000                                                  (114,304)
                                                                            -------------         -------------
Net income                                                                  $    686,713          $    267,652
                                                                            =============         =============

Income from continuing operations                                           $        .08          $        .07
Loss from discontinued operations                                                                         (.03)
Loss from sale of discontinued operations                                                                 (.01)
                                                                            -------------         -------------
Net income per share                                                        $        .08          $        .03
                                                                            =============         =============
                                                                                     

Weighted average number of common shares
    outstanding                                                                8,290,544             8,290,694
                                                                            =============         =============
</TABLE>

                                      4

<PAGE>

<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED September 30,
                                  (unaudited)
<CAPTION>
                                                                                1995                   1994
                                                                                ----                   ----

<S>                                                                         <C>                   <C>         
Cash flows from operating activities:
    Net income                                                              $  1,588,233          $    379,285

Adjustments to reconcile net income to net cash provided by 
    operating activities:
        Discontinued operations                                                                        420,313
        Loss on sale of assets                                                                         207,304
        Provision for bad debt                                                   554,661               439,769
        Amortization of deferred compensation                                                            4,197
        Depreciation and amortization                                          1,514,443             1,775,894
        Amortization of excess cost over net assets acquired                     517,618               504,599
        Changes in assets and liabilities, net
           of effect from acquired companies:
               Increase in accounts receivable                                  (695,128)           (1,965,973)
               Increase in inventory                                            (790,941)           (1,652,625)
               (Increase) decrease in prepaid and other assets                    22,015              (823,309)
               (Increase) decrease in other assets                               136,267               (24,365)
               Decrease in accounts payable                                      (62,997)               (8,670)
               Increase (decrease) in accrued expenses                          (587,315)              196,248
               Decrease in accrued wages and payroll taxes                      (365,424)             (592,749)
               Increase (decrease) in customer deposits                          (51,896)               55,102
               Increase in deferred revenue                                        3,833                 2,517
               Increase in taxes payable                                         652,822               312,000
               Increase in other liabilities                                      24,652               133,849
                                                                            -------------         -------------
                  Total adjustments                                              872,609            (1,015,899)
                                                                            -------------         -------------
Net cash provided by continuing operations                                     2,460,842              (636,614)
Net cash provided by discontinued operations                                                            48,908
                                                                            -------------         -------------
Net cash provided by operating activities                                      2,460,842              (587,706)
                                                                            -------------         -------------

Cash flows from investing activities:
  Purchase of fixed assets,                                                     (792,148)             (773,086)
  Purchase of patents                                                            (58,188)              (26,123)
  Acquisitions, net of cash                                                     (274,294)           (2,509,114)
  Proceeds from sale of certain assets                                                                 180,806
  Purchase of non-compete agreements                                             (35,000)             (450,500)
  Other intangibles                                                              (12,293)             (265,377)
                                                                            -------------         -------------

Net cash used in investing activities                                         (1,171,923)           (3,843,394)
                                                                            -------------         -------------
</TABLE>

                                  Continued

                                      5
<PAGE>

<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED September 30,
                                  (unaudited)

<CAPTION>
                                                                                1995                   1994
                                                                                ----                   ----
<S>                                                                         <C>                   <C>         
Cash flows from financing activities:
    Net borrowings under revolving credit facility                          $    200,000          $  2,135,449
    Increase in long-term debt                                                                       5,000,000
    Repayment of long-term debt                                               (1,478,292)           (2,808,326)
    Increase (decrease) in financing costs                                        10,619               (64,268)
                                                                            -------------         -------------
Net cash (used in) provided by financing activities                           (1,267,673)            4,262,855
                                                                            -------------         -------------

Net change in cash and cash equivalents for the period                            21,246              (168,245)
Cash and cash equivalents at beginning of period                               1,048,381             1,404,157
                                                                            -------------         -------------
Cash and cash equivalents at end of period                                  $  1,069,627          $  1,235,912
                                                                            =============         =============

Supplemental disclosure of cash flow information:  
    Cash paid during the period for:
        Interest                                                            $  1,750,507          $  1,090,844
                                                                            =============         =============
        Taxes                                                               $    427,700          $    216,392
                                                                            =============         =============

Non-cash financing and investing activities:
    Issuance of common stock in connection with
        acquisitions                                                                              $  1,725,000
                                                                                                  =============
    Issuance of notes in connection with acquisitions                       $    175,000          $    200,000
                                                                            =============         =============
    Dividends declared preferred stock                                      $     16,146          $     14,762
                                                                            =============         =============
</TABLE>

     The accompanying notes are an integral part of the consolidated financial
statements.

                                      6

<PAGE>

NOTE A -- BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements have been prepared in
accordance  with Rule 10-01 of Regulation  S-X. They do not include all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  management,   all
adjustments, consisting of a normal recurring nature, considered necessary for
a fair presentation have been included.

     These  financial  statements  should  be read  in  conjunction  with  the
financial  statements of Hanger Orthopedic Group, Inc. (the "Company"),  as of
December 31, 1994,  and notes  thereto  included in the Annual  Report on Form
10-K filed by the Company with the Securities and Exchange  Commission for the
year then ended.

NOTE B -- INVENTORY

     Inventories at September 30, 1995 and December 31, 1994 were comprised of
the following:

                               September 30, 1995      December 31, 1994
                               ------------------      -----------------
                                   (unaudited)

         Raw materials            $ 9,036,594             $ 8,078,838
         Work-in-process              754,829                 835,934
         Finished goods               510,874                 550,414
                                  ------------            ------------
                                  $10,302,297              $9,465,186
                                  ============            ============

NOTE C -- ACQUISITIONS

     During the nine months ended September 30, 1995, the Company acquired two
orthotic and  prosthetic  companies and certain assets of another O&P company.
The aggregate  purchase  price was $390,000  comprised of $215,000 in cash and
$175,000 in  promissory  notes.  The cash portion of the  purchase  prices for
these acquisitions was borrowed under the Company's revolving credit facility.

                                      7

<PAGE>


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

Results of Operations

     The following table sets forth for the periods indicated certain items of
the Company's  statements of operations and their  percentage of the Company's
net sales:

<TABLE>
<CAPTION>
                                                      For the Nine               For the Three
                                                      Months Ended               Months Ended
                                                      September 30,              September 30,
                                                     --------------             --------------
                                                     1995     1994              1995     1994
                                                     ----     ----              ----     ----
<S>                                                  <C>      <C>               <C>      <C>
Net sales                                            100.0%   100.0%            100.0%   100.0%
Cost of products and services sold                    46.9     45.6              47.3     44.3
Gross profit                                          53.1     54.4              52.7     55.7
Selling, general & administrative
    expenses                                          36.7     41.0              35.1     39.1
Depreciation and amortization                          3.9      4.8               3.5      4.3
Amortization of excess cost over net
    assets acquired                                    1.3      1.4               1.3      1.3
Income from operations                                11.2      7.2              12.9     11.0
Interest expense                                       4.0      3.4               3.9      3.4
Provision for income taxes                             2.9      1.6               3.6      3.3
Loss from discontinued operations and
    sale of assets                                               .9                        2.1
Net income                                             4.1      1.0               5.1      1.9
</TABLE>


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1994

     NET SALES

     Net sales for the nine  months  ended  September  30,  1995  amounted  to
approximately  $39,111,000,  an increase of approximately $2,437,000, or 6.6%,
over  net  sales  of  approximately  $36,674,000  for the  nine  months  ended
September  30, 1994.  The  increase  was  primarily a result of an increase of
$1,888,000,  or an increase of 6%, in net sales  attributable  to patient care
centers and facilities that were in operation  during both periods  ("Internal
Base Net  Sales").  Of the  $1,888,000  increase in  Internal  Base Net Sales,
$1,627,000,  or an increase of 6.7%, was  attributable to patient care centers
and $261,000 was attributable to the Company's  manufacturing and distribution
activities.  The balance of the increase in net sales was  attributable to O&P
patient care centers and  facilities  acquired by the Company in late 1994 and
1995.  The increase of $2,437,000 in net sales  occurred  notwithstanding  the
sale or closure of nine patient  care  centers  during late 1994 and the first
quarter of 1995 in connection  with the  restructuring  (the  "Restructuring")
announced by the Company in March 1995.  These nine centers

                                      8
<PAGE>


accounted  for net sales of  $1,389,000  during the first nine  months of 1994
compared with only $75,000 in the first nine months of 1995. The non-recurring
charges  associated  with the  Restructuring  were recorded  during the fourth
quarter of 1994.

     GROSS PROFIT

     Gross profit for the first nine months of 1995 increased by approximately
$811,000,  or 4.1% over the prior year's comparable period.  Gross profit as a
percent of net sales remained constant for the comparable periods.

     SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general and  administrative  expenses for the first nine months
ended  September  30,  1995  decreased  by  approximately  $689,000,  or 4.6%,
compared to the first nine months of 1994. In addition to decreasing in dollar
amount, selling, general and administrative expenses as a percent of net sales
decreased to 36.7% for the nine months ended  September 30, 1995 from 41.0% of
net sales for the nine  months  ended  September  30,  1994.  The  decrease in
selling,  general  and  administrative  expenses  as a  percent  of net  sales
resulted primarily from the increase in Internal Base Net Sales while selling,
general  and  administrative  expenses  decreased.  The  decrease  in selling,
general and  administrative  expenses was primarily a result of cost reduction
efforts initiated in late 1994 in connection with the Restructuring.

     INCOME FROM OPERATIONS

     Principally as a result of the above, income from operations in the first
nine months ended September 30, 1995 amounted to approximately  $4,381,000, an
increase of $1,762,000,  or 66.9%, over the prior year's comparable period. In
addition to increasing in dollar amount,  income from  operations as a percent
of net sales  increased from 7.2% in the nine months ended  September 30, 1994
to 11.2% in the nine months ended September 30, 1995.

     INTEREST EXPENSE

     Interest   expense  for  the  first  nine  months  of  1995  amounted  to
approximately  $1,546,000,  an increase of approximately  $315,000,  or 25.6%,
over the $1,231,000 of interest  expense  incurred in the nine months of 1994.
In addition,  interest  expense as a percent of net sales  increased from 3.4%
for the nine months ended September 30, 1994 to 4.0% for the nine months ended
September   30,  1995.   The  increase  in  interest   expense  was  primarily
attributable  to  indebtedness  incurred in connection with the acquisition of
O&P patient care centers and facilities  acquired  subsequent to September 30,
1994 and the increase in the Bank's prime rate.

                                      9
<PAGE>

     INCOME TAXES

     The  provision  for income taxes for the nine months ended  September 30,
1995  amounted to  approximately  $1,141,000 as compared to a $594,000 for the
nine months ended September 30, 1994.

     NET INCOME

     As a result of the above,  the Company recorded net income of $1,588,000,
or $.19 per share, in the first nine months of 1995, compared to net income of
$379,000, or $.05 per share, in the first nine months of 1994.

FOR THE THREE MONTHS  ENDED  SEPTEMBER  30, 1995  COMPARED TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1994

     NET SALES

     Net sales for the three months  ended  September  30,  1995,  amounted to
approximately $13,550,000, a decrease of approximately $180,000, or 1.3%, from
net sales of  approximately  $13,730,000  for the three months ended September
30, 1994. The decrease in net sales was attributable to the sale or closure of
nine patient care  centers  during late 1994 and the first  quarter of 1995 in
connection  with the  restructuring  (the  "Restructuring")  announced  by the
Company in March 1995. These nine centers  accounted for net sales of $529,000
during the three months ended September 30, 1994 compared with no sales during
the  three  months  ended  September  30,  1995.  The  non-recurring   charges
associated with the  Restructuring  were recorded during the fourth quarter of
1994.  Excluding the net sales of such discontinued  operations,  net sales in
the third quarter of 1995 increased  approximately  $400,000,  or 3%, over the
prior year's comparable  quarter.  Such sales growth was primarily a result of
new patient care center openings after the third quarter of 1994.

    Gross Profit

         Gross profit in the three months ended  September 30, 1995  decreased
by approximately  $499,000, or 6.5%, from the prior year's comparable quarter.
Gross profit as a percent of net sales  decreased  from 55.7% to 52.7% for the
comparable periods.

     SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general and  administrative  expenses in the three months ended
September 30, 1995 decreased by approximately  $604,000, or 11.3%, compared to
the three months ended September 30, 1994. Selling, general and administrative
expenses  as a percent  of net sales  decreased  to 35.1% in the three  months
ended  September  30, 1995 from 39.1% for the last year's  comparable  period.
This decrease in selling,  general and administrative 

                                      10
<PAGE>

expenses as a percent of net sales  resulted  primarily  from the  increase in
sales while selling, general and administrative expenses decreased.

     INCOME FROM OPERATIONS

     Principally as a result of the above, income from operations in the three
months ended  September  30, 1995  amounted to  approximately  $1,746,000,  an
increase of  $233,000,  or 15.4%,  from the prior year's  comparable  quarter.
Income from  operations  as a percent of net sales,  increased to 12.9% in the
third quarter of 1995 from 11.0% for the prior year's comparable period.

     INTEREST EXPENSE

     Interest  expense in the third quarter of 1995 amounted to  approximately
$529,000, an increase of approximately $67,000, or 14.6%, from the $461,000 of
interest expense incurred in the third quarter of 1994.  Interest expense as a
percent of net sales also  increased  to 3.9% from 3.4% for the same  period a
year  ago.  The  increase  in  interest  expense  is  primarily  a  result  of
indebtedness incurred in connection with acquisitions  consummated  subsequent
to September 30, 1994 and an increase in the Bank's prime rate.

     INCOME TAXES

     The provision  for income taxes for the quarter ended  September 30, 1995
was $488,000 compared to $454,000 for the quarter ended September 30, 1994.

     NET INCOME

     As a result of the above, the Company recorded net income of $687,000, or
$.08 per share,  in the quarter  ended  September  30,  1995,  compared to net
income of $268,000,  or $.03 per share,  in the quarter  ended  September  30,
1994.

     LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  consolidated  working  capital at September  30, 1995 was
approximately  $19.8 million.  Cash  available at that date was  approximately
$1,070,000.  Net  cash  provided  by  operations  for the  nine  months  ended
September 30, 1995 was  $2,461,000.  The Company's  cash  resources  available
during  the  first  nine  months  of  1995  were   satisfactory  to  meet  its
obligations.

     The Company's  total  long-term  debt at September 30, 1995,  including a
current  portion  of  approximately  $2.1  million,  was  approximately  $25.2
million. Such indebtedness  included:  (i) $4.0 million principal amount of an
8.5%  Convertible  Note;  (ii)  $1.0  million  principal  amount  of an  8.25%
Convertible  Note;  (iii) $13.0 million  borrowed  under the  Company's  $13.0
million revolving credit facility with NationsBank,  N.A. (the 

                                      11
<PAGE>

"Bank"); (iv) a total of $4.8 million in term loans borrowed from the Bank and
(v) approximately $2.7 million of other indebtedness.

     Under the terms of the  Financing  and  Security  Agreement,  as amended,
between  the  Bank  and the  Company  (the  "Financing  Agreement"),  the Bank
currently  provides a $13.0 million  revolving credit facility (the "Revolving
Credit  Facility"),  which  reflects a reduction  from its original  amount of
$13.5 million. The Revolving Credit Facility bears interest,  at the Company's
option,  at either a  fluctuating  rate equal to the Bank's prime lending rate
plus .25% or a fixed rate equal to the three-month  London  InterBank  Offered
Rate  ("LIBOR")  plus 2.5%.  On June 30,  1995,  the Company  made a mandatory
curtailment  payment of $250,000  to the Bank to reduce the maximum  amount of
the Revolving Credit Facility from $13.5 million to $13.25 million. On October
2,  1995,  the  Company  and the  Bank  entered  into  Amendment  No. 8 to the
Financing  Agreement which  memorialized the prior  understanding  between the
Bank and the  Company  to reduce  the  mandatory  curtailment  payment  by the
Company under the Revolving Credit Facility from a $1.0 million curtailment to
a $250,000  curtailment  at September  30, 1995.  On September  30, 1995,  the
Company  made such  mandatory  curtailment  payment of $250,000 to the Bank to
reduce the maximum amount of the Revolving Credit Facility from $13.25 million
to its current amount of $13.0 million.  On November 13, 1995, the Company and
the Bank agreed to the terms of Amendment  No. 9 to the  Financing  Agreement,
which  will  (i)  eliminate  the  previously  required  mandatory  curtailment
payments of the Revolving Credit  Facility of $250,000 at each of December 31,
1995 and March 31, 1996 and (ii) extend the  expiration  date of the Revolving
Credit Facility from September 30, 1996 to June 30, 1997.

     The Revolving Credit Facility is  collateralized by substantially all the
assets of the Company and contains covenants restricting,  among other things,
the payment of dividends,  the making of acquisitions and other  transactions,
and imposes net worth,  debt service coverage and other financial  maintenance
requirements.

     The  Company  plans to finance  future  acquisitions  through  internally
generated  funds or  borrowings  under  the  Revolving  Credit  Facility,  the
issuance  of notes or shares  of common  stock of the  Company,  or  through a
combination thereof.

     During the first nine months of 1995,  the Company  acquired two orthotic
and   prosthetic   companies  and  certain  assets  of  another  O&P  company.
Negotiations   relating  to  those   acquisitions   commenced   prior  to  the
Restructuring.  The total purchase price of the  acquisitions  effected during
that period was $390,000,  of which $215,000 was paid in cash and $175,000 was
financed through seller notes.  The cash paid to effect such  acquisitions was
borrowed under the Revolving Credit Facility  established  between the Company
and the Bank.

                                      12
<PAGE>

     The Company is actively  engaged in ongoing  discussions with prospective
acquisition candidates. The Company plans to continue to expand its operations
through  acquisitions,  at a  slower  rate,  with  a view  towards  increasing
efficiency and profitability of its existing facilities.

     OTHER

     Inflation has not had a significant  effect on the Company's  operations,
as  increased  costs to the Company  generally  have been offset by  increased
prices of products and services sold.

                                      13
<PAGE>


                          PART II. OTHER INFORMATION


Item 6.           Exhibit and Reports on Form 8-K

         (a)      Exhibits

                  The following exhibit is filed herewith:

                  11  Computation of net Income Per Share

         (b)      Reports on Form 8-K

                  None

                                      14
<PAGE>


                                  SIGNATURES



     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.


                                            HANGER ORTHOPEDIC GROUP, INC.



Date:    November 14, 1995                  /s/IVAN R. SABEL
                                            ------------------
                                            Ivan R. Sabel
                                            Chief Executive Officer



Date:    November 14, 1995                  /s/RICHARD A. STEIN
                                            -------------------
                                            Richard A. Stein
                                            Vice President - Finance
                                            Principal Financial and
                                            Accounting Officer



<TABLE>
                         HANGER ORTHOPEDIC GROUP, INC.
                                  EXHIBIT 11
                      COMPUTATION OF NET INCOME PER SHARE
                   FOR THE THREE MONTHS ENDED September 30,
<CAPTION>

                                                                                1995                   1994
                                                                                ----                   ----

<S>                                                                         <C>                   <C>         
Net income                                                                  $    686,713          $    267,652

Less:
    Dividends declared                                                            (5,628)               (5,032)
                                                                            -------------         -------------
        Total                                                               $    681,085          $    262,620

Divided by:
    Weighted average number of shares
         outstanding                                                           8,290,544             8,290,694
                                                                            -------------         -------------

Net income (loss) per share                                                 $        .08          $        .03
                                                                            =============         =============


                    FOR THE NINE MONTHS ENDED September 30,

                                                                                1995                   1994
                                                                                ----                   ----

Net income                                                                  $  1,588,233          $    379,285

Less:
    Dividends declared                                                           (21,774)              (14,762)
                                                                            -------------         -------------
        Total                                                               $  1,566,459          $    364,523

Divided by:
    Weighted average number of shares
         outstanding                                                           8,290,544             8,290,454
                                                                            -------------         -------------

Net income per share                                                        $        .19          $        .05
                                                                            =============         =============
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JUL-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       1,069,627
<SECURITIES>                                         0
<RECEIVABLES>                               12,551,617
<ALLOWANCES>                                         0
<INVENTORY>                                 10,302,297
<CURRENT-ASSETS>                            26,315,342
<PP&E>                                      11,875,704
<DEPRECIATION>                               3,946,341
<TOTAL-ASSETS>                              61,681,146
<CURRENT-LIABILITIES>                        6,513,028
<BONDS>                                     23,311,649
<COMMON>                                        84,241
                          248,258
                                          0
<OTHER-SE>                                  30,665,545
<TOTAL-LIABILITY-AND-EQUITY>                61,681,146
<SALES>                                     39,110,549
<TOTAL-REVENUES>                                     0
<CGS>                                       18,334,524
<TOTAL-COSTS>                               14,362,923
<OTHER-EXPENSES>                             1,651,986
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,545,706
<INCOME-PRETAX>                              2,729,055
<INCOME-TAX>                                 1,140,822
<INCOME-CONTINUING>                          1,588,233
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,588,233
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                        0
        

</TABLE>


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