HANGER ORTHOPEDIC GROUP INC
10-Q, 1997-05-15
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 March 31, 1997

                                      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      (I.R.S. Employer
            incorporation or organization)      Identification No.)


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


        Registrant's phone 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 May 8,
1997; 9,377,743 shares of common stock, $.01 par value per share.


<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.

<TABLE>
                                     INDEX


<CAPTION>
                                                                      Page No.
                                                                      --------
<S>                                                                     <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

Consolidated Balance Sheets - March 31, 1997
    (unaudited) and December 31, 1996                                    2

Consolidated Statements of Operations for the three
    months ended March 31, 1997 and 1996 (unaudited)                     4

Consolidated  Statements  of Cash Flows for the three
    months  ended March 31, 1997 and 1996 (unaudited)                    5

Notes to Consolidated Financial Statements                               7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             9

PART II.      OTHER INFORMATION

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

SIGNATURES                                                              15
</TABLE>

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                        March 31,                December 31,
                                                          1997                       1996
                                                        -------------------------------------
                                                        (unaudited)
<S>                                                      <C>                       <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                            $  6,720,021              $  6,572,402
    Accounts receivable less allowances for
       doubtful accounts of $3,052,000
       and $2,478,000 in 1997 and 1996 respectively        24,528,348                24,321,872
    Inventories                                            15,650,023                15,916,638
    Prepaid expenses and other assets                       2,756,664                 1,595,169
    Deferred income taxes
                                                            3,159,280                 3,159,280
                                                         -------------             -------------
       Total current assets                                52,814,336                51,565,361
                                                         -------------             -------------

PROPERTY, PLANT AND EQUIPMENT
    Land                                                    4,269,045                 4,269,045
    Buildings                                               8,168,006                 8,017,547
    Machinery and equipment                                 6,466,540                 6,275,307
    Furniture and fixtures                                  2,124,041                 2,095,900
    Leasehold improvements                                  2,287,630                 2,139,207
                                                         -------------             -------------
                                                           23,315,262                22,797,006
Less accumulated depreciation and amortization              6,027,606                 5,497,809
                                                         -------------             -------------
                                                           17,287,656                17,299,197
                                                         -------------             -------------

INTANGIBLE ASSETS
    Excess of cost over net assets acquired                66,405,465                63,935,447
    Non-compete agreements                                  2,031,329                 1,981,329
    Other intangible assets                                 6,192,616                 6,152,607
                                                         -------------             -------------
                                                           74,629,410                72,069,383
    Less accumulated amortization                           7,548,143                 6,917,960
                                                         -------------             -------------
                                                           67,081,267                65,151,423

OTHER ASSETS
    Other                                                     975,083                   925,446
                                                         -------------             -------------

TOTAL ASSETS                                             $138,158,342              $134,941,427
                                                         =============             =============
</TABLE>


                                       2

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                        March 31,                December 31,
                                                          1997                       1996
                                                        -------------------------------------
                                                        (unaudited)
<S>                                                      <C>                       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Current portion of long-term debt                    $  6,052,939              $  4,902,572
    Accounts payable                                        2,834,080                 4,141,993
    Accrued expenses                                        9,222,640                 7,815,028
    Customer deposits                                         706,173                   578,219
    Accrued wages and payroll taxes                         4,887,416                 8,321,395
    Deferred revenue                                          286,512                   306,998
                                                         -------------             -------------
       Total current liabilities                           23,989,760                26,066,205
                                                         -------------             -------------

Long-term debt                                             68,815,270                64,297,801
Deferred income taxes                                       2,377,627                 2,377,627
Other liabilities and accrued dividends                     2,260,854                 2,188,278

Mandatorily redeemable preferred stock, class C, 300
  shares authorized, liquidation preference of $500 per       283,996                   277,701
  share

Mandatorily redeemable preferred stock, class F,
  100,000 shares authorized, liquidation preference of
  $500 per share

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value; 25,000,000 shares
     authorized, 9,493,766 and 9,449,129 shares issued
     and 9,360,270 and 9,315,634 shares outstanding
     in 1997 and 1996, respectively                            94,938                    94,492
  Additional paid-in capital                               41,087,021                41,008,363
  Accumulated deficit                                         (95,562)                 (713,478)
                                                         -------------             -------------
                                                           41,086,397                40,389,377

Treasury stock - (133,495 shares)                            (655,562)                 (655,562)
                                                         -------------             -------------
                                                           40,430,835                39,733,815
                                                         -------------             -------------

TOTAL LIABILITIES & SHAREHOLDERS EQUITY
                                                         $138,158,342              $134,941,427
                                                         =============             =============
</TABLE>


                                       3

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED March 31, 1997 and 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                             1997                      1996
                                                             ----                      ----
<S>                                                     <C>                        <C>
Net Sales                                                $ 30,949,614              $ 12,229,029
Cost of products and services sold                         16,229,929                 5,884,724
                                                         -------------             -------------
Gross profit                                               14,719,685                 6,344,305

Selling, general & administrative                          10,924,635                 4,997,078
Depreciation and amortization                                 749,305                   476,155
Amortization of excess cost over net assets acquired          409,512                   169,615
                                                         -------------             -------------
Income from operations                                      2,636,233                   701,457
Other expense:
   Interest expense, net                                   (1,527,269)                 (393,236)
   Other                                                      (43,749)                  (45,512)
                                                         -------------             -------------
Income from operations before income taxes                  1,065,215                   262,709

Provision for income taxes                                    447,300                   112,700
                                                         -------------             -------------

Net income                                               $    617,915              $    150,009
                                                         =============             =============

Income per common share:
Net income per share                                     $        .06              $        .02
                                                         =============             =============

Weighted average number of common shares
    outstanding                                             9,977,853                 8,324,263
</TABLE>


                                       4

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED March 31, 1997 and 1996
                                  (unaudited)

<TABLE>
<CAPTION>
                                                             1997                      1996
                                                             ----                      ----
<S>                                                      <C>                       <C>
Cash flows from operating activities:
    Net income                                          $     617,915              $    150,008

Adjustments to reconcile net income to net
    cash provided by operating activities:
        Provision for bad debt                                999,208                   236,503
        Depreciation and amortization                         749,305                   476,155
        Amortization of excess cost over net
           assets acquired                                    409,512                   169,615
        Amortization of Debt Discount                         318,515
        Changes in assets and liabilities,net
           of effect from acquired companies:
               Accounts receivable                         (1,145,684)                  789,170
               Inventory                                      274,166                  (122,556)
               Prepaid and other assets                    (1,161,495)                 (413,599)
               Other assets                                   (49,638)                    8,341
               Accounts payable                            (1,314,988)                  194,358
               Accrued expenses                             1,407,612                   131,530
               Accrued wages and payroll taxes             (3,433,979)                 (177,539)
               Customer deposits                              127,954                  (183,771)
               Deferred revenue                               (20,486)                    3,833
               Other liabilities                               72,577                   (85,955)
                                                         -------------             -------------
                  Total adjustments                        (2,767,421)                1,026,085
                                                         -------------             -------------

Net cash provided by (used in) operating activities        (2,149,506)                1,176,093
                                                         -------------             -------------

Cash flows from investing activities:
    Purchase of fixed assets, net                            (495,970)                 (158,891)
    Acquisition, net of cash                               (2,301,618)
    Purchase of patents                                       (40,009)                  (10,513)
    Purchase of non-compete agreements                        (50,000)
    Other intangibles                                                                    (1,045)
                                                         -------------             -------------

Net cash used in investing activities                      (2,887,597)                 (170,449)
                                                         -------------             -------------
</TABLE>

                                   Continued


                                       5

<PAGE>

                         HANGER ORTHOPEDIC GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED March 31, 1997 and 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                             1997                      1996
                                                             ----                      ----
<S>                                                      <C>                       <C>
Cash flows from financing activities:
    Net borrowings (repayments) under revolving
      credit facility                                    $    500,000              $   (900,000)
    Proceeds from long-term debt                            5,500,000
    Repayment of long-term debt                              (900,678)                 (415,639)
    Proceeds from the sale of common stock                     85,400
                                                         -------------             -------------
Net cash provided by (used in) financing activities         5,184,722                (1,315,639)
                                                         -------------             -------------
Net change in cash and cash equivalents
  for the period                                              147,619                  (309,995)
Cash and cash equivalents at beginning of
  period                                                    6,572,402                 1,456,305
                                                         -------------             -------------
Cash and cash equivalents at end of period               $  6,720,021              $  1,146,310
                                                         =============             =============

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
        Interest                                         $    641,926              $    542,255
                                                         =============             =============
        Taxes                                                                      $    207,780
                                                                                   =============

Non-cash financing and investing activities:
    Issuance of notes in connection with acquisitions    $    250,000
                                                         =============
    Dividends declared - preferred stock                 $      6,295              $      5,755
                                                         =============             =============
</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, 1996,  and notes  thereto  included in the Annual  Report on Form
10-K for the year December 31, 1996,  filed by the Company with the Securities
and Exchange Commission.

NOTE B - NEW ACCOUNTING STANDARD - EARNINGS PER SHARE

     In  February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 128,  "Earnings  per
Share,"   which  will  replace  the  current  rules  for  earnings  per  share
computations,  presentation  and  disclosure.  Under the new  standard,  basic
earnings  per share  excludes  dilution  and is computed  by  dividing  income
available  to  common  shareowners  by the  weighted-average  number of common
shares  outstanding  for the period.  Diluted  earnings per share reflects the
potential  dilution that could occur if securities or other contracts to issue
common  stock were  exercised  or converted  into common  stock.  SFAS No. 128
requires a dual  presentation  of basic and diluted  earnings per share on the
face of the income statement.

     The Company will be required to adopt SFAS No. 128 in the fourth  quarter
of this year and,  as  required  by the  standard,  we will  restate all prior
period  earnings per share data.  Our new  earnings per share  amounts are not
expected to be  materially  different  from those  computed  under the present
accounting standard.

NOTE C -- INVENTORY

     Inventories at March 31, 1997 and December 31, 1996 were comprised of the
following:

<TABLE>
<CAPTION>
                                     March 31, 1997        December 31, 1996
                                      (unaudited)

<S>                                   <C>                    <C>
    Raw materials                     $ 7,592,991            $ 7,504,442
    Work-in-process                       916,755                831,632
    Finished goods                      7,140,277              7,570,564
                                      -----------            ------------
                                      $15,650,023            $15,916,638
</TABLE>


                                       7

<PAGE>

NOTE D - ACQUISITIONS

     On  November  1, 1996,  Hanger  acquired  J.E.  Hanger,  Inc.  of Georgia
("SEH"), in a merger transaction effected pursuant to an Agreement and Plan of
Merger,  dated as of July 29,  1996  (the  "Merger  Agreement"),  by and among
Hanger,   SEH  and  JEH  Acquisition   Corporation,   a  Georgia   corporation
("Acquisition")  wholly-owned by Hanger. The Merger Agreement provided for the
merger of Acquisition  with and into SEH (the "Merger"),  as a result of which
SEH became a wholly-owned  subsidiary of Hanger,  effective  November 1, 1996.
Pursuant  to the Merger  Agreement,  Hanger  paid a total of $44  million  and
issued a total of  approximately  one million shares of Hanger common stock in
exchange for all of SEH's  outstanding  common stock on November 1, 1996,  and
paid an  additional  $1,783,000 to former SEH  shareholders  on March 27, 1997
pursuant to  provisions  in the Merger  Agreement  calling for a  post-closing
adjustment.

     During the first three months of 1996, the Company  acquired one orthotic
and prosthetic company.  The aggregate purchase price was $500,000,  comprised
of $250,000 in cash and $250,000 in promissory notes. The cash portion of this
acquisition was borrowed under the Company's acquisition loan facility.

NOTE E - SUBSEQUENT EVENT

     On April 2, 1997 and May 9, 1997, the Company purchased the net assets of
two orthotic and prosthetic  facilities.  The total  consideration  to acquire
these companies, excluding potential earn-out provisions, is expected to total
approximately $9,200,000.


                                       8

<PAGE>

Item 2.       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 Three
                                                             Months Ended
                                                              March 31,
                                                          ------------------
                                                          1997          1996
                                                          ----          ----

<S>                                                       <C>           <C>
Net sales                                                 100.0%        100.0%
Cost of products and services sold                         52.4          48.1
Gross profit                                               47.6          51.9
Selling, general & administrative expenses                 35.3          40.9
Depreciation and amortization                               2.4           3.9
Amortization of excess cost over net assets acquired        1.3           1.4
Income from operations                                      8.5           5.7
Interest expense                                            4.9           3.2
Provision for income taxes                                  1.4            .9
Net income                                                  2.0           1.2
</TABLE>


FOR THE THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1996

     NET SALES

     Net  sales  for the three  months  ended  March  31,  1997,  amounted  to
approximately  $30,950,000,  an increase of approximately $18,721,000 or 153%,
over net sales of  approximately  $12,229,000 for the three months ended March
31, 1996.  Contributing  to the increase were sales  attributable  to Hanger's
acquisition of J.E.  Hanger,  Inc. of Georgia  ("SEH") on November 1, 1996, as
well  as an 11%  increase  in  sales  by  those  Hanger  patient-care  centers
operating during both quarters ("same store sales"). The Company believes that
its net sales during the balance of 1997 will continue to substantially exceed
1996 net sales.

     GROSS PROFIT

     Gross profit  during the three  months  ended March 31, 1997  amounted to
approximately  $14,720,000,  an increase of approximately  $8,375,000, or 132%
over gross profit of approximately $6,344,000 for the three months ended March
31, 1996.  Gross profit as a percent of net sales  decreased from 51.9% in the
first quarter of 1996 to


                                       9

<PAGE>

47.6% in the first  quarter  of 1997.  The 4%  decrease  in gross  profit as a
percent of net sales is primarily  attributable to the  acquisition  effective
November 1, 1996, of SEH which operated a large distribution division that had
lower gross profit margins than patient care services.

     SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general and  administrative  expenses in the three months ended
March 31, 1997 increased by approximately  $5,923,000,  or 118.5%, compared to
the three months ended March 31,  1996.  The increase in selling,  general and
administrative  expenses was primarily a result of the  acquisition  of SEH in
November 1996.  Selling,  general and administrative  expenses as a percent of
net sales  decreased  to 35.3% from 40.9% for the same period a year ago.  The
decrease in selling,  general and administrative  expenses as a percent of net
sales  decreased  primarily  as a result of cost  cutting  measures  completed
during the fourth quarter of 1996 and the first quarter of 1997.

     INCOME FROM OPERATIONS

     Principally  as a result of the  above,  income  from  operations  in the
quarter ended March 31, 1997 amounted to approximately $2,636,000, an increase
of $1.935,000,  or 275.8%,  over the prior year's comparable  quarter.  Income
from  operations  as a  percent  of net sales  increased  to 8.5% in the first
quarter of 1997 from 5.7% for the prior year's comparable period.

     INTEREST EXPENSE

     Interest  expense in the first quarter of 1997 amounted to  approximately
$1,527,000,  an  increase of  approximately  $1,134,000,  or 288.4%,  over the
approximately  $393,000 of interest  expense  incurred in the first quarter of
1996.  Interest  expense as a percent of net sales increased to 4.9% from 3.2%
for the same period a year ago. The increase in interest expense was primarily
attributable  to the increase in bank debt resulting  from the  acquisition of
SEH in November 1996.

     INCOME TAXES

     The  Company's  effective  tax rate was 42% in the first  quarter of 1997
versus 43% in 1996.  The  provision  for income taxes in the first  quarter of
1997 amounted to approximately  $447,000 compared to approximately $113,000 in
the first quarter of 1996.

     NET INCOME

     As  a  result  of  the  above,   the  Company   recorded  net  income  of
approximately  $618,000,  or $.06 per share on approximately  9,978,000 shares
outstanding  for the quarter  ended March 31, 1997,  compared to net income of
approximately $150,000, or


                                      10

<PAGE>

$.02 per share on approximately  8,324,000  shares  outstanding in the quarter
ended March 31, 1996. The Company believes that its  profitability  during the
balance of 1997 will continue to be enhanced as a result of the integration of
the  operations of Hanger and SEH and the cost cutting  measures  completed by
the Company in late 1996 and early 1997.

     LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  consolidated  working  capital  at  March  31,  1997  was
approximately  $28,825,000.  Cash and cash equivalents  available at that date
was approximately  $6,720,000.  The Company's cash resources were satisfactory
to meet its obligations for the three months ended March 31, 1997.

     The Company's total long-term debt at March 31, 1997, including a current
portion of  approximately  $6,053,000,  was  approximately  $74,868,000.  Such
indebtedness  included:  (i)  $57,000,000  borrowed under term loan agreements
with Banque Paribas ("the Bank");  (ii) $5,500,000  borrowed under acquisition
loan  agreements with the Bank;  (iii) $500,000  borrowed under revolving loan
agreements with the Bank; (iv) $6,067,000, net of discount,  borrowed under 8%
Senior   Subordinated   Notes;   and  (v)  a  total  of  $5,801,000  of  other
indebtedness.

     Under the terms of a new  Financing  and Security  Agreement  between the
Bank and the Company,  the Bank provided up to $90.0 million  principal amount
of senior financing (the "Senior Financing Facilities") that includes: (i) $57
million of term loans (the "Term Loans") for use in  connection  with Hanger's
acquisition  of  SEH,  (ii)  a  $8.0  million  revolving  loan  facility  (the
"Revolver"),  and (iii) up to $25 million  principal  amount of loans under an
acquisition loan facility (the "Acquisition Loans") for use in connection with
future acquisitions.

     The above  Senior  Financing  Facilities  are  collateralized  by a first
priority security interest in all of the common stock of Hanger's subsidiaries
and all assets of Hanger and its subsidiaries.  At Hanger's option, the annual
interest  rate will be adjusted  to be either  LIBOR plus 2.75% or a Base Rate
(as  defined  below)  plus 1.75% in the case of the A Term  Loan,  Acquisition
Loans and Revolver  borrowings,  and adjusted  LIBOR plus 3.25% or a Base Rate
plus 2.25% in the case of the B Term Loan.  The "Base  Rate" is defined as the
higher of (i) the federal  funds rate plus .5%,  or (ii) the prime  commercial
lending rate of Chase Manhattan Bank, N.A., as announced from time to time.

     In addition,  on November 1, 1996, the Company borrowed $8.0 million from
the Bank and  Chase  Venture  Capital  Associates  L.P.  in the form of Senior
Subordinated Notes ("Subordinated Notes") with detachable Warrants.

     On  November  1,  1996,  Hanger  acquired  SEH,  in a merger  transaction
effected  pursuant to an  Agreement  and Plan of Merger,  dated as of July 29,
1996 (the "Merger  Agreement"),  by and among Hanger,  SEH and JEH Acquisition
Corporation, a Georgia


                                      11

<PAGE>

corporation  ("Acquisition")  wholly-owned  by Hanger.  The  Merger  Agreement
provided for the merger of Acquisition with and into SEH (the "Merger"),  as a
result of which SEH became a  wholly-owned  subsidiary  of  Hanger,  effective
November 1, 1996. Pursuant to the Merger Agreement, Hanger paid a total of $44
million  and  issued a total of  approximately  one  million  shares of Hanger
common stock in exchange for all of SEH's outstanding common stock on November
1, 1996, and paid an additional $1,783,000 to former SEH shareholders on March
27,  1997  pursuant  to  provisions  in the  Merger  Agreement  calling  for a
post-closing adjustment.

     During the first three months of 1997, the Company  acquired one orthotic
and prosthetic company.  The aggregate purchase price was $500,000,  comprised
of $250,000 in cash and $250,000 in promissory notes. The cash portion of this
acquisition was borrowed under the Company's Acquisition Loan facility.

     On April 2, 1997 and May 9, 1997, the Company purchased the net assets of
two orthotic and prosthetic  facilities.  The total  consideration  to acquire
these companies, excluding potential earn-out provisions, is expected to total
approximately $9,200,000.

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

     The Company is actively  engaged in ongoing  discussions with prospective
acquisition candidates. The Company plans to continue to expand its operations
aggressively through acquisitions.

     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.

     The Company will be required to adopt SFAS No. 128 in the fourth  quarter
of this year and,  as  required  by the  standard,  we will  restate all prior
period  earnings per share data.  Our new  earnings per share  amounts are not
expected to be  materially  different  from those  computed  under the present
accounting standard.

     This  report  contains  forward-looking   statements  setting  forth  the
Company's   beliefs  or   expectations   relating  to  future   revenues   and
profitability. Actual results may differ materially from projected or expected
results  due to  changes  in the demand for the  Company's  O&P  services  and
products,  uncertainties  relating  to the results of  operations  or recently
acquired and newly acquired O&P patient care practices,  the Company's ability
to attract  and retain  qualified  O&P  practitioners,  governmental  policies
affecting  O&P  operations  and other risks and  uncertainties  affecting  the
health-care  industry  generally.  Readers  are  cautioned  not to  put  undue
reliance on forward-looking statements. The


                                      12

<PAGE>

Company   disclaims  any  intent  or  obligation  to  up-date  publicly  these
forward-looking  statements,  whether as a result of new  information,  future
events or otherwise.


                                      13

<PAGE>

PART II.      OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS -

     Exhibit 11 - Computation of Net Income  Per Share
     Exhibit 27 - Financial Data Schedule

(b)  REPORTS ON FORM 8-K

     The  Company  filed  a Form  8-K on  April  15,  1997  reporting  (i) the
Company's acquisition of ACOR Orthopaedic,  Inc. on April 1, 1997 under Item 2
thereof;  and (ii) the Company's  acquisition of Prosthetic  Treatment Center,
Inc. on March 5, 1997 under Item 5 thereof.


                                      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: May 12, 1997                                /s/IVAN R. SABEL
                                                  -----------------------
                                                  Ivan R. Sabel, CPO
                                                  Chief Executive Officer



Date: May 12, 1997                                /s/RICHARD A. STEIN
                                                  -----------------------
                                                  Richard A. Stein
                                                  Vice President - Finance
                                                  Principal Financial and
                                                  Accounting Officer


                                      15



                         HANGER ORTHOPEDIC GROUP, INC.
                                  EXHIBIT 11
                      COMPUTATION OF NET INCOME PER SHARE
              FOR THE THREE MONTHS ENDED March 31, 1997 and 1996


<TABLE>
<CAPTION>
                                                            ------------------
                                                            1997          1996
                                                            ----          ----
<S>                                                       <C>           <C>
Net income                                                $ 617,915     $ 150,009

Less:
    Dividends declared                                        6,295         5,755
                                                          ---------     ---------
        Total                                             $ 611,620     $ 144,254

Divided by:
    Weighted average number of shares outstanding         9,977,853     8,324,263
                                                          ---------     ---------

Net income per share                                           $.06          $.02
                                                          =========     =========
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000722723
<NAME> HANGER ORTHOPEDIC GROUP INC
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       6,720,021
<SECURITIES>                                         0
<RECEIVABLES>                               27,580,348
<ALLOWANCES>                                 3,052,000
<INVENTORY>                                 52,814,336
<CURRENT-ASSETS>                           138,158,342
<PP&E>                                      23,315,262
<DEPRECIATION>                               6,027,606
<TOTAL-ASSETS>                             138,158,342
<CURRENT-LIABILITIES>                       23,989,760
<BONDS>                                     68,815,272
                          283,996
                                          0
<COMMON>                                        94,938
<OTHER-SE>                                  40,335,897
<TOTAL-LIABILITY-AND-EQUITY>               138,158,342
<SALES>                                              0
<TOTAL-REVENUES>                            30,949,614
<CGS>                                       16,229,929
<TOTAL-COSTS>                               12,083,452
<OTHER-EXPENSES>                                43,749
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,527,269
<INCOME-PRETAX>                              1,065,215
<INCOME-TAX>                                   447,300
<INCOME-CONTINUING>                            617,915
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   617,915
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>


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