UNITED STATES

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, 2013~~March 31, 2014

o 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, 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)

10910 Domain Drive, Suite 300, Austin, TX		78758
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 777-3800

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

As of ~~November 1, 2013 34,767,882~~May 2, 2014 35,212,424 shares of common stock, $.01 par value per share, were outstanding.

Table of Contents

~~HANGER, INC.~~

INDEX~~INDEX~~

		Page No.
Hanger, Inc.

Part I.	FINANCIAL INFORMATION (unaudited)

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets — ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013	1

	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2014 and ~~Nine Month periods ended September 30,~~ 2013 ~~and 2012~~	3

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2623

Item 4.	Controls and Procedures	2624

Part II.	OTHER INFORMATION

~~Item 1.~~	~~Legal Proceedings~~	27

Item 1A.	Risk Factors	2724

Item 6.	Exhibits	2926

SIGNATURES		3027

Table of Contents

HANGER, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	September 30,		December 31,		March 31,		December 31,
	2013		2012		2014		2013

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	7,216	$	19,211	$	55,624	$	9,860
Restricted cash	—		3,120
Accounts receivable, less allowance for doubtful accounts of $8,358 and $7,526 in 2013 and 2012, respectively	176,663		165,668
Net accounts receivable, less allowance for doubtful accounts of $10,313 and $10,022 in 2014 and 2013, respectively					183,548		185,769
Inventories	144,374		127,295		153,952		141,518
Prepaid expenses, other assets, and income taxes receivable	14,560		15,673		27,678		15,519
Deferred income taxes	31,115		27,685		30,366		30,298
Total current assets	373,928		358,652		451,168		382,964

PROPERTY, PLANT AND EQUIPMENT
Land	794		794		794		794
Buildings	8,896		8,896		16,517		15,397
Furniture and fixtures	20,382		19,582		16,581		15,855
Machinery and equipment	61,178		60,364		63,379		61,707
Equipment leased to third parties under operating leases	33,224		34,827		34,198		34,142
Leasehold improvements	81,708		74,615		88,576		85,176
Computer and software	99,974		98,186		94,561		88,950
Total property, plant and equipment, gross	306,156		297,264		314,606		302,021
Less accumulated depreciation	190,193		182,803
Less accumulated depreciation and amortization					183,187		175,223
Total property, plant and equipment, net	115,963		114,461		131,419		126,798

INTANGIBLE ASSETS
Goodwill	678,215		674,774		702,455		681,547
Customer list and other intangible assets, less accumulated amortization of $25,607 and $20,643 in 2013 and 2012, respectively	58,638		64,281
Other intangible assets, less accumulated amortization of $29,267 and $27,375 in 2014 and 2013, respectively					61,367		58,021
Total intangible assets, net	736,853		739,055		763,822		739,568

OTHER ASSETS
Debt issuance costs, net	8,994		14,033		8,134		8,564
Other assets	12,261		11,126		15,142		13,766
Total other assets	21,255		25,159		23,276		22,330

TOTAL ASSETS	$	1,247,999	$	1,237,327	$	1,369,685	$	1,271,660

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

Table of Contents

HANGER, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	September 30,			December 31,			March 31,			December 31,
	2013			2012			2014			2013

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Current portion of long-term debt	$	13,673		$	11,082		$	20,869		$	15,998
Accounts payable	32,339			28,923			41,789			36,729
Accrued expenses	30,391			22,357
Accrued expenses and other current liabilities							22,734			24,923
Accrued interest payable	5,772			3,041			5,534			1,898
Accrued compensation related costs	33,991			41,784			21,605			36,331
Total current liabilities	116,166			107,187			112,531			115,879

LONG-TERM LIABILITIES
Long-term debt, less current portion	457,384			509,564			541,066			452,261
Deferred income taxes	76,480			77,730			76,971			76,545
Other liabilities	40,869			39,752			48,615			46,755
Total liabilities	690,899			734,233			779,183			691,440

COMMITMENTS AND CONTINGENCIES (Note H)
COMMITMENTS AND CONTINGENCIES (Note G)

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value; 60,000,000 shares authorized, 36,032,368 and 35,617,884 shares issued and outstanding at 2013 and 2012, respectively	360			356
Common stock, $.01 par value; 60,000,000 shares authorized, 36,346,814 and 36,113,202 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively							363			361
Additional paid-in capital	288,860			280,084			297,006			292,722
Accumulated other comprehensive loss	(1,919		)	(1,919		)	(1,020		)	(1,020		)
Retained earnings	270,455			225,229			294,809			288,813
	557,756			503,750			591,158			580,876
Treasury stock at cost (141,154 shares at 2013 and 2012)	(656		)	(656		)
Treasury stock at cost (141,154 shares)							(656		)	(656		)
Total shareholders’ equity	557,100			503,094			590,502			580,220

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,247,999		$	1,237,327		$	1,369,685		$	1,271,660

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

Table of Contents

HANGER, INC.

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31,

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2013		2012		2013		2012		2014		2013

Net sales	$	271,053	$	242,536	$	768,201	$	704,794	$	235,605	$	229,350
Material costs	79,401		73,109		226,585		212,706		67,345		67,739
Personnel costs	94,768		84,135		277,897		248,723		96,431		89,953
Other operating expenses	47,754		41,210		136,434		125,099		45,600		39,657
Depreciation and amortization	9,224		8,709		28,019		25,432		10,199		9,285
Income from operations	39,906		35,373		99,266		92,834		16,030		22,716

Interest expense	6,017		7,751		21,502		23,212		6,098		7,777
Extinguishment of debt	—		—		6,645		—
Income before taxes	33,889		27,622		71,119		69,622		9,932		14,939

Provision for income taxes	12,230		10,278		25,891		26,257		3,935		5,449
Net income	$	21,659	$	17,344	$	45,228	$	43,365	$	5,997	$	9,490

Other comprehensive income	—		—		—		—		—		—
Comprehensive income	$	21,659	$	17,344	$	45,228	$	43,365	$	5,997	$	9,490

Basic Per Common Share Data
Net income	$	0.62	$	0.50	$	1.30	$	1.27	$	0.17	$	0.27
Shares used to compute basic per common share amounts	34,902,103		34,362,757		34,783,419		34,224,756		35,076,828		34,598,494

Diluted Per Common Share Data
Net income	$	0.61	$	0.50	$	1.28	$	1.25	$	0.17	$	0.27
Shares used to compute diluted per common share amounts	35,401,273		35,002,351		35,315,897		34,817,680		35,415,018		35,066,032

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

Table of Contents

HANGER, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September 30,~~March 31,

(Dollars in thousands)

(Unaudited)

2013

2012

Cash flows from operating activities:

Net income

$
45,228

$
43,365

Adjustments to reconcile net income to net cash provided by operating activities:

(Gain)/Loss on disposal of assets

(5,570
)
5

Reduction of seller notes and earnouts

(363
)
(971
)
Provision for doubtful accounts

8,545

6,580

Provision for deferred income taxes

(2,564
)
(1,031
)
Depreciation and amortization

28,019

25,432

Amortization of debt issuance costs

8,703

2,589

Compensation expense on stock options and restricted stock units

6,398

6,100

Changes in operating assets and liabilities, net of effects of acquired companies:

Accounts receivable

(14,586
)
(10,266
)
Inventories

(14,676
)
(13,995
)
Prepaid expenses, other current assets, and income taxes

5,028

(337
)
Accounts payable

4,581

670

Accrued expenses and accrued interest payable

5,421

4,192

Accrued compensation related costs

(9,584
)
(5,970
)
Other

3,946

2,642

Net cash provided by operating activities

68,526

59,005

Cash flows from investing activities:

Purchase of property, plant and equipment (net of acquisitions)

(24,429
)
(23,439
)
Purchase of equipment leased to third parties under operating leases

(3,041
)
(1,438
)
Acquisitions (net of cash acquired)

(5,695
)
(14,266
)
Restricted cash

3,120

(3,120
)
Proceeds from sale of property, plant and equipment

4,595

—

Net cash used in investing activities

(25,450
)
(42,263
)

Cash flows from financing activities:

Borrowings under term loan

225,000

—

Repayment of term loan

(294,706
)
—

Borrowings under revolving credit agreement

163,000

(2,950
)
Repayments under revolving credit agreement

(137,000
)
—

Repayment of seller’s notes and other contingent considerations

(9,168
)
(3,416
)
Repayment of capital lease obligations

(808
)
(545
)
Deferred financing costs

(3,665
)
—

Excess tax benefit from stock-based compensation

2,214

685

Proceeds from issuance of common stock

1,628

2,206

Purchase and retirement of treasury stock

(1,566
)
—

Net cash used in financing activities

(55,071
)
(4,020
)

Decrease in cash and cash equivalents

(11,995
)
12,722

Cash and cash equivalents, at beginning of period

19,211

42,896

Cash and cash equivalents, at end of period

$
7,216

$
55,618

				2014			2013

Cash flows from operating activities:
Net income				$	5,997		$	9,490
Adjustments to reconcile net income to net cash provided by operating activities:
Loss/(gain) on disposal of assets				(547		)	52
Provision for doubtful accounts				3,754			1,657
Provision for deferred income taxes				358			—
Depreciation and amortization				10,199			9,285
Amortization of debt issuance costs				430			864
Compensation expense restricted stock units				2,418			1,667
Changes in operating assets and liabilities, net of effects of acquired companies:
Accounts receivable				1,537			7,216
Inventories				(10,589		)	(5,197		)
Prepaid expenses, other current assets, and income taxes				(12,736		)	(3,860		)
Accounts payable				2,126			(2,006		)
Accrued expenses, accrued interest payable				2,384			3,883
Accrued compensation related costs				(15,040		)	(19,544		)
Other				(253		)	(1,314		)
Net cash provided by/(used in) operating activities				(9,962		)	2,193

Cash flows from investing activities:
Purchase of property, plant and equipment (net of acquisitions)				(8,297		)	(5,110		)
Purchase of equipment leased to third parties under operating leases				(564		)	(288		)
Acquisitions (net of cash acquired)				(19,167		)	—
Purchase of company-owned life insurance investment				(2,294		)	—
Proceeds from sale of property, plant and equipment				522			91
Net cash used in investing activities				(29,800		)	(5,307		)

Cash flows from financing activities:
Borrowings under revolving credit agreement				125,000			—
Repayments under revolving credit agreement				(38,000		)	—
Repayment of term loan				(1,406		)	(750		)
Repayment of seller’s notes and other contingent considerations				(1,594		)	(1,410		)
Repayment of capital lease obligations				(340		)	(180		)
Excess tax benefit from stock based compensation				1,780			1,214
Proceeds from issuance of common stock				86			62
Net cash provided by/(used in) financing activities				85,526			(1,064		)

Increase/(decrease) in cash and cash equivalents				45,764			(4,178		)
Cash and cash equivalents, at beginning of period				9,860			19,211
Cash and cash equivalents, at end of period				$	55,624		$	15,033

SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION:	SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION:

Cash paid during the period for:
Interest		16,299	16,902	1,629			3,290
Income taxes (net of refunds)		21,033	22,106	11,159			5,591

Non-cash financing and investing activities:
Issuance of restricted stock units		10,990	5,452	8,691			9,617
Issuance of notes in connections with acquistisions		675	7,625	9,300			—

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

Table of Contents

HANGER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A — BASIS OF PRESENTATION

The unaudited interim consolidated financial statements as of ~~September 30,~~March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and ~~nine month periods ended September 30,~~ 2013 ~~and 2012~~ have been prepared by Hanger, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for such periods. The year-end consolidated data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the three ~~and nine month periods~~months ended ~~September 30, 2013~~March 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year.

These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2013, filed by the Company with the SEC.

NOTE B — SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying financial statements.

~~Revision of Previously Reported Consolidated Financial Information~~

During the third quarter 2013, the Company corrected an error in the classification of certain components of bad debt expense (the “2013 Revision”). Hanger previously classified the reserves related to the write-off of older accounts receivable balances due from commercial and government payors as bad debt expense, which was reported as Other Operating Expense in its financial statements, instead of as a reduction of sales. Management has assessed the materiality of the errors on previously reported periods and concluded the impact was not material to any of the prior annual or quarterly consolidated financial statements. The errors had no impact on previously reported net income, balance sheet totals or the operating cash flows for any of the periods. The impact of the adjustment lowers sales and reduces Other Operating Expenses by equal and offsetting amounts in the Consolidated Statements of Income and Comprehensive Income and the Provision for doubtful accounts and Change in accounts receivable by equal and offsetting amounts in the Consolidated Statements of Cash Flows. Further, the Company has historically included the reserve for contra revenue in its presentation of the Allowance for doubtful accounts on the Consolidated Balance Sheets and the net change in the reserve for contra revenue in the Provision for doubtful accounts on the Consolidated Statements of Cash Flows and the Schedule II Valuation and Qualifying Accounts included in the Company’s Annual Report on Form 10-K. The Company has revised that presentation to only include the reserve for doubtful accounts and the related activity in the reserve for doubtful accounts in those respective balances. The impacts of the revisions on Net sales are included in the results of the Patient Care Services segment in Note K.

During the fourth quarter of 2012, the Company identified adjustments necessary to correct prior periods for the overstatement of the value of work-in-process inventory at December 31, 2011 and 2010. The Company assessed the materiality of the errors on previously reported periods and concluded the impact was not material to any prior annual consolidated financial statements. Management, however, deemed the impact of this error on the consolidated financial statements for the three months ended March 31, 2012 and 2011 to be material and restated the first quarter 2012 and 2011 financial results (“2012 Restatement”) in the restated Quarterly Report on Form 10-Q/A, filed with the SEC on March 22, 2013 (the “Amended Filing”) and revised the consolidated financial statements for the three and six month periods ended June 30, 2012 in the Second Quarter 2013 Report on Form 10Q. These errors had no impact on operating cash flows for any of the periods. The impact of the errors is included in the results of the Patient Care Services segment in Note K. The 2012 Restatement did not have an impact on the Consolidated Balance Sheets as of September 30, 2012 or the Consolidated Statement of Income and Comprehensive Income or the Consolidated Statement of Cash Flows for the three month period ended September 30, 2012.

The impact of the 2013 Revision on the Consolidated Statements of Income and Comprehensive Income and the Consolidated Statements of Cash Flows for the three months ended March 31, 2013, the three and six months ended June 30, 2013, the three months ended March 31, 2012, the three and six months ended June 30, 2012, the three and nine months ended September 30, 2012, the annual periods ended 2010, 2011 and 2012, and Schedule II Valuation and Qualifying Accounts for the annual periods 2010, 2011 and 2012 are shown below. The impact of the 2012 Restatement resulted in a revision to the Consolidated Statements of Income and Comprehensive Income and the Consolidated Statement of Cash Flows for the nine month period ended September 30, 2012 which is included within the respective table below.

~~Table of Contents~~

~~Impact of 2013 Revision to previously reported 2013 consolidated interim results~~

Three Months Ended
March 31, 2013

Three Months Ended
June 30, 2013

Six Months Ended
June 30, 2013

As Previously

As Previously

As Previously

(in thousands)

Reported

As Revised

Reported

As Revised

Reported

As Revised

Consolidated Statements of Income and Comprehensive Income

Net sales

$
233,535

$
229,350

$
273,735

$
267,798

$
507,270

$
497,148

Other operating expenses*

$
43,843

$
39,658

$
54,959

$
49,022

$
98,802

$
88,680

Consolidated Statements of Cash Flows

Provision for doubtful accounts

$
5,229

$
1,657

$
14,905

$
4,591

Change in accounts receivable

$
3,644

$
7,216

$
(18,026
)
$
(7,712
)

* The Other operating expense balance for the three months ended March 31, 2013 includes $0.1 million of acquisition expenses previously reported as a separate caption in the presentation of the Consolidated Statements of Income and Comprehensive Income.

~~Impact of 2013 Revision to previously reported 2012 consolidated interim results~~

Three Months Ended
March 31, 2012

Three Months Ended
June 30, 2012

Six Months Ended
June 30, 2012

Three Months Ended
September 30, 2012

As Previously

As Previously

As Previously

As Previously

(in thousands)

Reported

As Revised

Reported

As Revised

Reported

As Revised

Reported

As Revised

Consolidated Statements of Income and Comprehensive Income

Net sales

$
218,091

$
214,355

$
251,754

$
247,902

$
469,845

$
462,257

$
243,503

$
242,536

Other operating expenses*

$
40,219

$
36,483

$
51,256

$
47,404

$
91,475

$
83,887

$
42,177

$
41,210

Consolidated Statement of Cash Flows

Provision for doubtful accounts

$
4,723

$
907

$
12,925

$
4,462

Change in accounts receivable

$
851

$
4,667

$
(16,190
)
$
(7,727
)

* The Other operating expense balance for the three months ended March 31, 2012 includes $0.1 million of acquisition expenses previously reported as a separate caption in the presentation of the Consolidated Statements of Income and Comprehensive Income.

~~Table of Contents~~

~~Impact of 2013 Revision and 2012 Restatement to previously reported 2012 consolidated interim results~~

Nine Months Ended
September 30, 2012

(in thousands, except per share amounts)

As Previously
Reported

As Revised

Consolidated Statements of Income and Comprehensive Income

Net sales

$
713,349

$
704,794

Material costs

$
210,107

$
212,706

Personnel costs

$
251,189

$
248,723

Other operating expenses

$
135,566

$
125,099

Income from operations

$
91,055

$
92,834

Income before taxes

$
67,843

$
69,622

Provision for income taxes

$
25,558

$
26,257

Net income

$
42,285

$
43,365

Basic earnings per share

$
1.24

$
1.27

Diluted earnings per share

$
1.21

$
1.25

Consolidated Statement of Cash Flows

Provision for doubtful accounts

$
15,926

$
6,580

Change in accounts receivable

$
(19,612
)
$
(10,266
)

~~Impact of 2013 Revision to previously reported consolidated annual results~~

Year Ended
December 31, 2010

Year Ended
December 31, 2011

Year Ended
December 31, 2012

(in thousands)

As Previously
Reported

As Revised

As Previously
Reported

As Revised

As Previously
Reported

As Revised

Consolidated Statements of Income and Comprehensive Income

Net Sales

$
817,379

$
808,766

$
918,539

$
907,794

$
985,550

$
974,429

Other operating expenses

$
165,158

$
156,545

$
177,910

$
167,165

$
188,868

$
177,747

Consolidated Statements of Cash Flows

Provision for doubtful accounts

$
20,276

$
7,252

$
24,837

$
9,396

$
19,773

$
9,589

Change in accounts receivable

$
(31,041
)
$
(18,017
)
$
(42,024
)
$
(26,583
)
$
(40,443
)
$
(30,259
)

~~Impact of 2013 Revision to previously reported Schedule II Allowance for doubtful accounts table~~

Year
(In thousands)

Classification

Balance at
beginning of year

Additions
Charged to Costs
and Expenses

Write-offs

Balance at
end of year

2012

Allowance for doubtful accounts

Previously reported

$
22,028

$
19,773

$
20,422

$
21,379

Revised

$
7,236

$
9,589

$
9,299

$
7,526

2011

Allowance for doubtful accounts

Previously reported

$
16,686

$
22,101

$
16,759

$
22,028

Revised

$
5,153

$
9,396

$
7,313

$
7,236

2010

Allowance for doubtful accounts

Previously reported

$
10,526

$
20,276

$
14,116

$
16,686

Revised

$
4,286

$
7,252

$
6,385

$
5,153

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. ~~The~~At various times throughout the year, the Company maintains cash balances in excess of Federal Deposit Insurance Corporation ~~limits at certain financial institutions.~~

~~Restricted Cash~~

Restricted cash has statutory or contractual restrictions that prevent it from being used in the Company’s operations. As of December 31, 2012, the Company agreed to restrict $3.1 million of cash to serve as collateral for its Workers’ Compensation program. In August of 2013, the Company substituted a letter of credit for the restricted cash to serve as collateral for its Worker’s Compensation program, and the cash balances used as collateral were transferred to the Company’s operating accounts.limits.

Credit Risk

The Company primarily provides O&P (orthotics and prosthetics) devices and services and products throughout the United States of America and is reimbursed by the patients, third-party insurers, governmentally funded health insurance programs, and, for those products distributed through the Products & Services business, byfrom independent O&P providers. The Company also provides advanced rehabilitation technology and clinical programs to skilled nursing facilities in the United States primarily through operating leases. The Company performs ongoing credit evaluations of its ~~Products & Services segment~~ customers. Accounts receivable are not collateralized. The ability of the Company’s debtors to meet their obligations is dependent upon their financial stability which could be affected by future economic factors, legislation and regulatory actions. Additionally, the Company maintains reserves for potential losses from these receivables that historically have been within management’s expectations.

~~Table of Contents~~

Inventories

Patient Care—Inventories at Hanger Clinic, Dosteon and Cares, which consist of raw materials, work-in-process and finished goods, amounted to $120.1 million and $109.2 million at March 31, 2014 and December 31, 2013, respectively. Inventories in ~~the Patient Care segment consisting~~Hanger’s Clinics, which amounted to $110.0 million and $99.0 million at March 31, 2014 and December 31, 2013, respectively, consist principally of raw materials and work-in-process ~~which amounted to $113.7 million and $96.6 million as of September 30, 2013 and December 31, 2012, respectively, are~~inventory valued based on the gross profit method, which approximates lower of cost or market using the first-in first-out method. ~~The Company applies~~Inventories in the Dosteon business amounted to $8.8 million and $8.9 million at March 31, 2014 and December 31, 2013, respectively, and consist principally of raw materials. As of March 31, 2014, the Dosteon inventories were valued based on the gross profit method, ~~on a patient care clinic basis~~which approximates lower of cost or market using the first-in first-out method.

Table of Contents

Inventories in ~~this segment’s inventory~~the Cares business amounted to ~~determine ending inventory~~$1.2 million and $1.3 million as of March 31, 2014 and December 31, 2013, respectively, consisted principally of finished goods and are valued at the ~~end~~lower of cost or market using the first-in first-out method based on perpetual records.

Hanger Clinic and Dosteon do not maintain a perpetual inventory system. On October 31st of each ~~interim period. On October 31, which is~~year the ~~date of the Company’s~~company performs an annual physical inventory ~~the~~of all inventories in Hanger Clinics. Dosteon counted its inventories on December 31, 2013 and October 31, 2012. The Company values the raw materials and work-in-process inventory counted at October 31 at lower of cost or market using the first-in first-out ~~method and includes~~method. Hanger Clinic work-in-process ~~consisting~~inventory consists of materials, labor and overhead which is valued based on established standards for the stage of completion of each custom order. Material, labor and overhead costs are determined at the individual clinic or groups of clinics level. Adjustments to reconcile the Hanger Clinic and Dosteon physical inventory ~~to the Company’s books~~ are treated as changes in accounting estimates and are recorded in the fourth quarter. The Company recorded a fourth quarter adjustment of a decrease to inventory of $2.3 million in 2013.

For Hanger Clinics, the October 31st inventory is subsequently adjusted ~~during interim periods~~at each quarterly and annual reporting period end by applying the gross profit method. As it relates to ~~apply~~materials, the Company generally applies the gross profit method ~~described above.~~to individual clinics or groups of clinics for material costs. Labor and overhead and other aspects of the gross profit method are completed on a Hanger Clinic-wide basis. A similar approach is applied to Dosteon inventory, as applicable.

~~Inventories in the~~ Products & ~~Services segments consist~~Services—Inventories consisted principally of finished goods which are stated at the lower of cost or market using the first-in, first-out method for all reporting periods and are valued based on perpetual records.

Fair Value Measurements

The Company follows the authoritative guidance for financial assets and liabilities, which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. The authoritative guidance requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy by which these assets and liabilities must be categorized, based on significant levels of inputs as follows:

Level 1unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company

Level 2inputs that are observable in the marketplace other than those inputs classified as Level 1

Level 3inputs that are unobservable in the marketplace and significant to the valuation

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial Instruments

Assets measured at fair value on a recurring basis as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, are ~~$2.5~~$51.6 million and ~~$11.0~~$7.7 million, respectively, and are ~~comprised~~composed of cash equivalent money market investments. The money market investments are based on Level 1 observable market prices and are equivalent to one dollar. The carrying value of the Company’s short-term financial instruments, such as receivables and payables, approximate their fair values based on the short-term maturities of these instruments. During the second quarter of 2013, the Company refinanced its credit facilities by replacing its $300.0 million Term Loan and $100.0 million Revolving Credit Facility with a $225.0 million Term Loan Facility and a $200.0 million Revolving Credit Facility. See Note F for further information.

· The carrying values of the Company’s outstanding Term Loans as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, were ~~$223.6~~$220.8 million and ~~$293.3~~$222.2 million, respectively. The Company has determined the carrying value on these loans approximates fair value for debt with similar terms and remaining maturities based on interest rates currently available and has therefore concluded these are Level 2 measurements.

· The carrying values of the Company’s outstanding Revolving Credit Facilities as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, were ~~$26.0~~$112.0 million and $0$25.0 million, respectively. The Company has determined the carrying value on these loans approximates fair value for debt with similar terms and remaining maturities based on interest rates currently available and has therefore concluded these are Level 2 measurements.

· The carrying value of the Senior Notes was $200.0 million as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012.~~2013. The fair value of the Senior Notes, was $213.0 million and $213.3 million as of March 31, 2014 and December 31, 2013. The Company has determined the fair value of the Senior Notes based on amarket observable inputs and has therefore concluded these are Level ~~1 quoted market price, was $213.0 million and $211.5 million as~~2 measurements.

Table of ~~September 30, 2013 and December 31, 2012.~~Contents

· Seller Notes are recorded at contractual carrying values of ~~$21.5~~$29.1 million and ~~$27.3~~$21.1 million as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, respectively, and carrying value approximates fair value for similar debt in all material respects. The Company estimates fair value of the seller notes with a discounted cash flow model using unobservable rates and has determined these represent Level 3 measurements.

Revenue Recognition

Revenues in the Company’s Patient Care segment are derived from the sale of O&P devices and the maintenance and repair of existing devices. Revenues are recorded based upon contracts with commercial insurance companies and government agencies, net of contractual adjustments and discounts. Individual patients are generally responsible for deductible and/or co-payments. Revenues are recorded when the patient has accepted and received the device. Revenues from maintenance and repairs are recognized when the service is provided.

~~The Company estimates an allowance for disallowed~~ Revenues from the sale of devices are recorded when the patient has accepted and received the device and recorded net of known and estimated future contractual adjustments and discounts. Contractual adjustments and discounts are recorded as contra-revenue within net sales ~~primarily for commercial & governmental~~on the Consolidated Statement of Income and Comprehensive Income. Medicare and Medicaid regulations and the various agreements we have with other third-party payors under which these contractual adjustments and discounts ~~not identified at~~are calculated are complex and are subject to interpretation. Therefore, the ~~time~~devices and related services authorized and provided, and the related reimbursement, are subject to interpretation and adjustment that could result in payments that differ from our estimates. Additionally, updated regulations and pay schedules, and contract renegotiations, occur frequently, necessitating regular review and assessment of ~~sale.~~the estimation process by management.

Reserves for future contractual adjustments are estimated utilizing historical trends for such adjustments and are monitored monthly. As of March 31, 2014 and December 31, 2013, the Company estimated the reserve for future contractual adjustments and discounts to be $22.7 million and $20.6 million, respectively. The ~~allowance~~increase in the estimate is ~~estimated based upon historical experience. Additions~~primarily related to ~~the allowance~~both revenue growth resulting from both same clinic sales growth and clinic acquisitions, and from changes in collection trends. Individual patients are ~~reported~~generally responsible for deductible and/or co-payments. The reserve for future contractual adjustments and discounts is reflected as a reduction of ~~Net sales.~~

~~The Company estimates an allowance for doubtful~~ accounts to estimate uncollectible accounts due primarily from individual patients. The allowance is estimated based upon historical experience. Bad debt expense is reported within Other operating expenses.receivable on the Company’s Consolidated Balance Sheet.

Revenues in the Company’s Products & Services segment are derived from the distribution of O&P devices ~~to customers~~ and the leasing of rehabilitation technology combined with clinical therapy programs, education and training. Distribution revenues are recorded upon the shipment of products, in accordance with the terms of the invoice, net of ~~merchandise returns received.~~estimated returns. Discounted sales are recorded at net realizable value. Leasing revenues are recognized based upon the contractual terms of the agreements, which contain negotiated pricing and service levels with terms ranging from one to five years, and are generally billed to the Company’s customers monthly.

8Net Accounts Receivable

~~Table of Contents~~

The Company reports accounts receivable at estimated net realizable amounts generated for products delivered and services rendered from federal, state, managed care health plans, commercial insurance companies and patients. Collections of these accounts receivable are the Company’s primary source of cash and are critical to the Company’s operating performance. The Company estimates uncollectible patient accounts primarily based upon its experience in historical collections from individual patients. Bad debt expense is reported within Other operating expenses within the Consolidated Statement of Income and Comprehensive Income. At March 31, 2014 and December 31, 2013, net accounts receivable reflected allowance for doubtful accounts, $10.3 million and $10.0 million respectively.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation, with the exception of assets acquired through acquisitions, which are initially recorded at fair value. Equipment acquired under capital leases is recorded at the lower of fair market value or the present value of the future minimum lease payments. The cost and related accumulated depreciation of assets sold, retired or otherwise disposed of are removed from the respective accounts, and any resulting gains or losses are included in the Consolidated Statements of Income and Comprehensive Income.

Included within the Buildings line item were $12.0 million and $10.9 million of buildings recorded under capital leases, as of March 31, 2014 and December 31, 2013, respectively. Accumulated depreciation on these capital leases were $1.4 million and $0.9 million, as of March 31, 2014 and December 31, 2013, respectively. The annual future minimum lease payments as of March 31, 2014 under the lease agreements are $1.4 million, $2.0 million, $2.1 million, $2.1 million, $2.2 million, $9.5 million for the years ending 2014, 2015, 2016, 2017, 2018 and thereafter. These future minimum lease payments include $6.0 million of interest.

Table of Contents

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net identifiable assets of purchased businesses. The Company assesses goodwill for impairment annually during the fourth quarter, or when events or circumstances indicate that the carrying value of the reporting units may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the Company determines that a two-step goodwill impairment test is necessary or more efficient than a qualitative approach, it will measure the fair value of the Company’s reporting units using a combination of income, market and cost approaches. Any impairment would be recognized by a charge to operating results and a reduction in the carrying value of the intangible asset. There were no impairment indicators since the last annual impairment test on October 1, ~~2012.~~2013.

Debt Issuance Costs

Debt issuance costs incurred in connection with the Company’s long-term debt are amortized, on a straight-line basis, which is not materially different from the effective interest method, through the maturity of the related debt instrument. Amortization of these costs is included in Interest Expense in the Consolidated Statements of Income and Comprehensive Income.

Long-Lived Asset Impairment

The Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. The carrying value of a long-lived asset group is not recoverable and is considered impaired if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The Company measures impairment as the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. There were no long-lived asset impairments or indicators of impairment for the periods ended March 31, 2014 and December 31, 2013.

Supplemental Executive Retirement Plan (SERP)

Effective January 2004, the Company implemented an unfunded noncontributory defined benefit plan (the “Plan”) for certain senior executives. Benefit costs and liabilities balances are calculated based on certain assumptions including benefits earned, discount rates, interest costs, mortality rates and other factors. The Company engages an actuary to calculate the benefit obligation and net benefit costs. The Plan, which is administered by the Company, calls for annual payments upon retirement based on years of service and final average salary. The Company believes the assumptions used are appropriate; however, changes in assumptions or differences in actual experience may affect our benefit obligation and future expenses. Actual results that differ from the assumptions are accumulated and amortized over future periods, affecting the recorded obligation and expense in future periods. For further information, including the significant assumptions used in the estimate, see Note I of the accompanying financial statements.

Income Taxes

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income tax liabilities and assets are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes a valuation allowance on the deferred tax assets if it is more likely than not that the assets will not be realized in future years. Significant accounting judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. The Company believes that its tax positions are consistent with applicable tax law, but certain positions may be challenged by taxing authorities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, the Company is subject to periodic audits and examinations by the Internal Revenue Service and other state and local taxing authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

9Stock-Based Compensation

The Company issues under one active stock-based compensation plan restricted stock units that settle in shares common stock. Shares of common stock issued under the stock-based compensation plan are issued from the Company’s authorized and unissued shares. Restricted stock units are granted at the fair market value of the Company’s common stock on the grant date. Restricted stock units vest over a period of time determined in accordance with the terms of the compensation plan, which permits vesting periods ranging from one to four years. All restricted stock units issued under the plan have vested in four years, in the case of employees, and three years in the case of directors.

Table of Contents

The Company applies the fair value recognition provisions of the authoritative guidance for stock compensation, which require companies to measure and recognize compensation expense for all stock-based payments at fair value.

Stock compensation expense relates to restricted stock units, as all previously granted stock options are now fully vested and all associated compensation expense has been recognized in prior years. The total value of the restricted stock units is expensed ratably over the requisite service period of the employees receiving the awards and is included within Other operating expenses on the Company’s Consolidated Statements of Income and Comprehensive Income.

Segment Information

The Company applies a “management” approach to disclosure of segment information. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of the Company’s operating segments. During the first quarter of 2013, the Company assessed and updated their operating segments to align with how the business is managed and determined their reportable segments are the same as their operating segments. The description of the Company’s segments and the disclosure of segment information are presented in Note K.

Recent Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangibles for Impairment”. This ASU amended guidance that simplifies how entities test indefinite-lived intangible assets other than goodwill for impairment. After assessment of certain qualitative factors, if it is determined to be more likely than not that an indefinite-lived asset is impaired, entities must perform the quantitative impairment test. Otherwise, the quantitative test becomes optional. The amended guidance was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted this new guidance in the first quarter of 2013, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

~~In February~~ 2013, the FASB issued ASU 2013-2, “Other Comprehensive Income.” This ASU amends ASC 220, “Comprehensive Income,” and supersedes ASU 2011-05 “Presentation of Comprehensive Income” and ASU 2011-12 “Comprehensive Income,” to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. The standard does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the guidance requires an entity to provide enhanced disclosures to present separately by component reclassifications out of accumulated other comprehensive income. The amendments in this ASU were effective prospectively for reporting periods beginning after December 15, 2012. The Company has adopted this guidance and its implementation did not have a material impact on its consolidated financial statements.

~~In July 2013, the FASB issued new accounting guidance~~2013-11, “Income Taxes” that requires ~~that~~ unrecognized tax benefits be classified as an offset to deferred tax assets to the extent of any net operating loss carryforwards, similar tax loss carryforwards, or tax credit carryforwards available at the reporting date in the applicable tax jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. An exception would apply if the tax law of the tax jurisdiction does not require the Company to use, and it does not intend to use, the deferred tax asset for such purpose. This guidance is effective for reporting periods beginning after December 15, 2013. The Company ~~does~~adopted this guidance and its implementation did not ~~expect the adoption of these provisions to~~ have a material ~~effect~~impact on the ~~consolidated financial statements.~~Company’s Condensed Consolidated Financial Statements.

NOTE C — GOODWILL AND OTHER INTANGIBLE ASSETS

The Company completes its annual goodwill and indefinite lived intangible impairment analysis in the fourth quarter of each year. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. If the Company determines that a two-step goodwill impairment test is necessary or more efficient than a qualitative approach, it will measure the fair value of the Company’s reporting units using a combination of income, market and cost approaches. ~~No triggering events have transpired~~There were no impairment indicators since ~~December 31, 2012.~~ our last annual impairment test on October 1, 2013.

Goodwill allocated to the Company’s operating segments for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and for the year ended ~~2012~~2013 are as follows:

(In thousands)	Patient Care			Products & Services		Total			Patient Care		Products & Services		Total
Balance at December 31, 2012	$	538,492		$	136,282	$	674,774
Balance at December 31, 2013									$	545,265	$	136,282	$	681,547
Additions due to acquisitions	3,562			—		3,562			17,130		3,778		20,908
Adjustments	(121		)	—		(121		)	—		—		—
Balance at September 30, 2013	$	541,933		$	136,282	$	678,215
Balance at March 31, 2014									$	562,395	$	140,060	$	702,455

Patient Care

Products &
Services

Total

Balance at December 31, 2011

$
474,166

$
135,318

$
609,484

Additions due to acquisitions

63,849

964

64,813

Contingent considerations (1)

477

—

477

Balance at December 31, 2012

$
538,492

$
136,282

$
674,774

~~(1) Contingent considerations relates to acquisitions completed prior to the adoption of ASC 805.~~

	Patient Care			Products & Services		Total
Balance at December 31, 2012	$	538,492		$	136,282	$	674,774
Additions due to acquisitions	7,317			—		7,317
Adjustments	(544		)	—		(544		)
Balance at December 31, 2013	$	545,265		$	136,282	$	681,547

The balances related to intangible assets as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 are as follows:

109

Table of Contents

	September 30, 2013							December 31, 2012							March 31, 2014							December 31, 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Lists	$	46,072	$	(10,628	)	$	35,444	$	48,044	$	(7,846	)	$	40,198	$	50,263	$	(12,715	)	$	37,548	$	46,932	$	(11,627	)	$	35,305
Trade Name	9,932		(197		)	9,735		9,070		—			9,070		11,825		(380		)	11,445		10,023		(264		)	9,759
Patents and Other Intangibles	28,241		(14,782		)	13,459		27,810		(12,797		)	15,013		28,546		(16,172		)	12,374		28,441		(15,484		)	12,957
	$	84,245	$	(25,607	)	$	58,638	$	84,924	$	(20,643	)	$	64,281	$	90,634	$	(29,267	)	$	61,367	$	85,396	$	(27,375	)	$	58,021

Customer lists are amortized over their estimated period of benefit, generally 10 to 14 years. The majority of value associated to trade names is identified as an indefinite lived intangible asset, which is assessed for impairment on an annual basis as discussed in Note B. Trade names not identified as an indefinite lived intangible asset are amortized over their estimated period of benefit of approximately 1 to 3 ~~year.~~years. Patents are amortized using the straight-line method over 5 years. Total intangible amortization expenses were ~~$5.0~~$1.8 million and ~~$3.8~~$1.7 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and March 31, 2013, ~~and September 30, 2012,~~ respectively. The weighted average life of the additions to customer lists, patents and other intangibles is ~~7.7~~6 years.

NOTE D — INVENTORIES

Inventories recorded using the gross profit method primarily ~~consists~~consisted of raw materials and work-in-process held by the Patient Care segment. Inventories using the perpetual method primarily ~~consists~~consisted of finished goods held by the Products ~~and~~& Services segment. A description of the Company’s inventory valuation methodologies are presented in Note B.

(In thousands)	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013

Raw materials	$	45,150	$	41,372	$	43,143	$	40,970
Work in process	70,053		56,931		75,661		66,832
Finished goods	29,171		28,992		35,148		33,716
	$	144,374	$	127,295	$	153,952	$	141,518

NOTE E — ACQUISITIONS

During the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, the Company acquired ~~five O&P~~seven companies, operating a total of 1222 patient care clinics. The aggregate purchase price for these O&P businesses was ~~$8.0~~$28.9 million. Of this aggregate purchase price, ~~$0.7~~$9.3 million consisted of promissory notes, ~~$1.2~~$0.4 million iswas made up of contingent consideration payable within the next two years and ~~$5.6~~$19.1 million was paid in cash. The excess of purchase price over the aggregate fair value was recorded as goodwill. The Company preliminarily allocated the purchase price to the individual assets acquired and liabilities assumed, consisting of $2.6 million accounts receivable, $1.8 million inventory, $20.9 million of goodwill, $4.5 million of definite lived intangibles, $1.5 of indefinite lived intangibles, fixed assets and other assets of $1.4 million, and accounts payable and other liabilities of $3.8 million. The Company’s valuations are subject to adjustment as additional information is obtained. The value of the goodwill from these acquisitions can be attributed to a number of business factors including, but not limited to expected revenue and cash flow growth in future years. Contingent consideration is reported as other liabilities on the Company’s ~~consolidated balance sheet.~~Consolidated Balance Sheet. The Company ~~recorded approximately $3.6 million~~elected to treat all of ~~goodwill related to~~ these acquisitions ~~and~~as asset acquisitions for tax purposes resulting in all of the Q1 2014 recorded Goodwill as being amortizable for tax purposes. The expenses incurred related to these acquisitions were insignificant and were included in ~~other~~Other operating ~~expenses.~~expenses on the Company’s Consolidated Statements of Income and Comprehensive Income.

During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, the Company ~~acquired 14~~did not acquire any new O&P companies, operating a total of 21 patient care clinics. The aggregate purchase price for these O&P businesses was $21.8 million. Of this aggregate purchase price, $7.6 million consisted of promissory notes, $1.6 million was made up of contingent consideration payable within the next five years, and $12.6 million was paid in cash. Contingent consideration is reported as other liabilities on the Company’s consolidated balance sheet. The Company recorded approximately $13.6 million of goodwill related to these acquisitions, and the expenses incurred related to this acquisition were insignificant and were included in other operating expenses.companies.

The results of operations for ~~these~~the acquisitions are included in the Company’s results of operations from the ~~date~~dates of acquisition. Pro forma results would not be materially different.

In connection with contingent consideration agreements, with acquisitions completed prior to adoption of the revised authoritative guidance effective for business combinations for which the acquisition date was on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the Company made payments of $0 and $0.5 million during the nine months ended September 30, 2013 and 2012, respectively. The Company has accounted for these amounts as additional purchase price, resulting in an increase in goodwill. For acquisitions completed subsequent to adoption of revised authoritative guidance, the Company made payments in connection with contingent consideration agreements of $1.9$0.4 million in the first ~~nine~~three months of ~~2013~~2014 and ~~$1.3~~$0.7 million in the same period ~~of 2012.~~2013. As of ~~September 30, 2013~~March 31, 2014 the Company has accrued a total of ~~$4.1~~$2.6 million related to contingent ~~consideration.~~consideration provisions related to acquisitions made in prior periods.

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NOTE F — LONG TERM DEBT

Long-term debt consists of the following:

September 30,

December 31,

(In thousands)

2013

2012

Revolving Credit Facility

$
26,000

$
—

Term Loan

223,594

293,300

7 1/8 % Senior Notes due 2018

200,000

200,000

Subordinated seller notes, non-collateralized, net of unamortized discount with principal and interest payable in either monthly, quarterly or annual installments at effective interest rates ranging from 2.00% to 4.00%, maturing through November 2018

21,463

27,346

Total Debt

471,057

520,646

Less current portion

(13,673
)
(11,082
)
Long Term Debt

$
457,384

$
509,564

~~Refinancing~~Table of Contents

During the second quarter of 2013 the Company refinanced its bank credit facilities through a new 5 year credit agreement that increased its senior secured facilities to an aggregate principal amount of up to $425.0 million from $400.0 million previously. The new credit agreement includes a $200.0 million revolving credit facility and a $225.0 million term loan facility. Each new facility matures on June 17, 2018 and is subject to a leveraged-based pricing grid, with initial pricing of LIBOR plus 1.75%. In conjunction with the refinancing, the Company incurred a pre-tax non-cash charge of approximately $6.6 million during the second quarter of 2013 related to the write-off of existing debt issuance costs associated with its previous credit agreement. No prepayment penalties were incurred.

	March 31,			December 31,
(In thousands)	2014			2013

Revolving Credit Facility	$	112,000		$	25,000
Term Loan	220,781			222,188
7 1/8% Senior Notes due 2018	200,000			200,000
Subordinated seller notes, non-collateralized, net of unamortized discount with principal and interest payable in either monthly, quarterly or annual installments at effective interest rates ranging from 2.00% to 4.00%, maturing through November 2018	29,154			21,071
Total Debt	561,935			468,259
Less current portion	(20,869		)	(15,998		)
Long Term Debt	$	541,066		$	452,261

Revolving Credit Facility

The $200.0 million Revolving Credit Facility matures on June 17, 2018 and bears interest at LIBOR plus 1.75%, or the applicable rate (as defined in the Credit Agreement). As of ~~September 30, 2013,~~March 31, 2014, the Company had ~~$170.4~~$84.5 million available under this facility. The amounts outstanding under the Revolving Credit Facility as of ~~September 30, 2013~~March 31, 2014 were ~~$26.0~~$115.5 million, net of standby letters of credit of approximately $3.6 million. The obligations under the Revolving Credit Facility are senior obligations, are guaranteed by the Company’s subsidiaries, and are secured by a first priority perfected security interest in all of the Company’s assets, all the assets of the Company’s subsidiaries and the equity interests of the Company’s subsidiaries.

Term Loan

The Term Loan Facility, of which ~~$223.6~~$220.8 million is outstanding, matures on June 17, 2018 and bears interest at LIBOR plus 1.75%, or the applicable rate (as defined in the Credit Agreement). Quarterly principal payments ranging from 0.625% to 3.750% are required throughout the life of the Term ~~Loan, commencing September 30, 2013.~~Loan. From time to time, mandatory prepayments may be required as a result of certain additional debt incurrences, certain asset sales, or other events as defined in the Credit Agreement. No ~~such~~ mandatory prepayments ~~were~~are required ~~during the third quarter of 2013.~~under our Term Loan Agreement. The obligations under the Term Loan Facility are senior obligations, are guaranteed by the Company’s subsidiaries, and are secured by a first priority perfected security interest in all of the Company’s assets, all the assets of the Company’s subsidiaries and the equity interests of the Company’s subsidiaries.

71/8% Senior Notes

The 7 1/8 % Senior Notes mature November 15, 2018 and are senior indebtedness, which is guaranteed on a senior unsecured basis by all of the Company’s subsidiaries. Interest is payable semi-annually on May 15 and November 15 of each year.

On or prior to November 15, 2013, the Company may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 107.125% of the principal amount thereof additional interest to the redemption date with the proceeds of a public offering of its equity securities. Also, priorPrior to November 15, 2014, the Company may redeem all or some of the notes at a redemption price of 103.6% all to interest that would otherwise have become due from the redemption date through November 15, 2014. On or after November 15, 2014, the Company may redeem all or a part of the notes with a premium, as described in further detail in the Company’s Annual Report on ~~form~~Form 10-K for the year ended December 31, ~~2012.~~2013.

~~Table of Contents~~

Subsidiary Guarantees

The Revolving ~~Credit Facility,~~and Term Loan Facilities and the 71/8% Senior Notes are guaranteed by all of the Company’s subsidiaries. Separate condensed consolidating information is not included as the parent company does not have independent assets or operations. The guarantees are full and unconditional and joint and several. There are no restrictions on the ability of ~~the Company’s~~our subsidiaries to transfer cash to the Company or to co-guarantors.

Debt Covenants

The terms of the Senior Notes, the Revolving Credit Facility, and the Term Loan Facility limit the Company’s ability to, among other things, purchase capital assets, incur additional indebtedness, create liens, pay dividends on or redeem capital stock, make certain investments, make restricted payments, make certain dispositions of assets, engage in transactions with affiliates, engage in certain business activities, and engage in mergers, consolidations and certain sales of assets. The credit agreement requires compliance with various covenants including but not limited to (i) minimum consolidated interest coverage ratio of 3.50:1.00 and (ii) maximum total leverage ratio of 4.00:1.00. As of ~~September 30, 2013,~~March 31, 2014, the Company was in compliance with all covenants under these debt agreements.

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NOTE G — COMMITMENTS AND CONTINGENT LIABILITIES

Contingencies

The Company is subject to legal proceedings and claims which arise from time to time in the ordinary course of its business, including additional payments under business purchase agreements. In the opinion of management, the amount of ultimate liability, if any with respect to these actions, will not have a materially adverse effect on the financial position, liquidity or results of operations of the Company.

The Company is in a highly regulated industry and receives regulatory agency inquiries from time to time in the ordinary course of its business, including inquiries relating to the Company’s billing activities. To date these inquiries have not resulted in material liabilities, but no assurance can be given that future regulatory agencies’ inquiries will be consistent with the results to date or that any discrepancies identified during a regulatory review will not have a material adverse effect on the Company’s consolidated financial statements.

On May 20, 2013, the Staff of the ~~SEC’s~~ Division of Enforcement of the Securities and Exchange Commission (the “SEC”) informed the Company that it was conducting an investigation of the Company and made a request for a voluntary production of documents and information concerning the Company’s calculations of bad debt expense and allowance for doubtful ~~accounts.~~ accounts. The Company ~~is cooperating fully with~~cooperated in the investigation. By letter dated April 14, 2014 the Staff informed the Company that it had concluded its investigation, and that based on the information the Staff had as of that date, the Staff did not intend to recommend an enforcement action by the SEC ~~Staff.~~against the Company. The information in the Staff’s letter was provided under the guidelines set out in the final paragraph of Securities Act Release No. 5310.

Guarantees and Indemnifications

In the ordinary course of its business, the Company may enter into service agreements with service providers in which it agrees to indemnify or limit the service provider against certain losses and liabilities arising from the service provider’s performance of the agreement. The Company has reviewed its existing contracts containing indemnification or clauses of guarantees and does not believe that its liability under such agreements is material to the Company’s operations.

NOTE H — NET INCOME PER COMMON SHARE

Basic per common share amounts are computed using the weighted average number of common shares outstanding during the year. Diluted per common share amounts are computed using the weighted average number of common shares outstanding during the year and dilutive potential common shares. Dilutive potential common shares consist of stock options and restricted ~~stock units~~shares and are calculated using the treasury stock method.

Net income per share is computed as follows:

	Three Months Ended
	March 31,
(In thousands, except share and per share data)	2014		2013
Net income	$	5,997	$	9,490

Shares of common stock outstanding used to compute basic per common share amounts	35,076,828		34,598,494
Effect of dilutive restricted stock and options (1)	338,190		467,538
Shares used to compute dilutive per common share amounts	35,415,018		35,066,032

Basic income per share	$	0.17	$	0.27
Diluted income per share	$	0.17	$	0.27

(1) There were no anti-dilutive options for the three months ended March 31, 2014 and 2013.

1312

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Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands, except share and per share data)

2013

2012

2013

2012

Net income

$
21,659

$
17,344

$
45,228

$
43,365

Shares of common stock outstanding used to compute basic per common share amounts

34,902,103

34,362,757

34,783,419

34,224,756

Effect of dilutive restricted stock units and options (1)

499,170

639,594

532,478

592,924

Shares used to compute dilutive per common share amounts

35,401,273

35,002,351

35,315,897

34,817,680

Basic income per share

$
0.62

$
0.50

$
1.30

$
1.27

Diluted income per share

$
0.61

$
0.50

$
1.28

$
1.25

~~(1) There were no anti-dilutive options for the three or nine month periods ended September 30, 2013 and 2012.~~

NOTE I — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP)

The Company’s unfunded noncontributory defined benefit plan (the “Plan”) covers certain senior executives, is administered by the Company and calls for annual payments upon retirement based on years of service and final average salary. Benefit ~~cost~~costs and ~~liability~~liabilities balances are calculated based on certain assumptions including benefits earned, discount rates, interest costs, mortality rates and other factors. Actual results that differ from the assumptions are accumulated and amortized over future periods, affecting the recorded obligation and expense in future periods.

The following assumptions were used in the calculation of the net benefit cost and ~~obligation:~~obligation at March 31, 2014 and 2013:

	2013		2012		2014		2013
Discount rate	3.25	%	3.90	%	4.03	%	3.25	%
Average rate of increase in compensation	3.00	%	3.00	%	3.00	%	3.00	%

The Company believes the assumptions used are appropriate; however, changes in assumptions or differences in actual experience may affect ~~the Company’s~~our benefit obligation and future expenses. The change in the Plan’s net benefit obligation for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012:~~is as follows:

(In thousands)
Net benefit cost accrued at December 31, 2012	$	22,377
				(in thousands)
Net benefit cost accrued at December 31, 2013				$	20,952
Service cost	735			129
Interest cost	519			199
Payments	(1,246		)	(1,247		)
Net benefit cost accrued at September 30, 2013	$	22,385
Net benefit cost accrued at March 31, 2014				$	20,033

(In thousands)
Net benefit cost accrued at December 31, 2011	$	20,230
				(in thousands)
Net benefit cost accrued at December 31, 2012				$	22,377
Service cost	690			169
Interest cost	570			173
Payments	(705		)	(705		)
Net benefit cost accrued at September 30, 2012	$	20,785
Net benefit cost accrued at March 31, 2013				$	22,014

NOTE J - STOCK-BASED COMPENSATION

~~The Company utilizes the authoritative guidance using the modified prospective method. Compensation expense for all awards granted is calculated according to the provisions of such guidance.~~

On May 13, 2010, the shareholders of the Company approved the 2010 Omnibus Incentive Plan (the “2010 Plan”)~~, which replaced~~ and suspended future grants under the Amended and Restated 2002 Stock Incentive and Bonus Plan (the “2002 Plan”) and the 2003 Non-Employee Directors’ Stock Incentive Plan (the “2003 ~~Plan. Awards~~Plan”). No new awards have been granted under the 2002 Plan or the 2003 Plan since that date; however, awards granted under either the 2002 Plan or the 2003 Plan that were outstanding on May 13, 2010 remain outstanding and continue to be subject to all of the terms and conditions of the 2002 Plan or the 2003 Plan, as applicable.

~~Table of Contents~~

The 2010 Plan provides that 2.5 million shares of ~~common stock~~Common Stock are reserved for issuance, subject to adjustment as set forth in the 2010 Plan; provided, however, that only 1.5 million shares may be issued pursuant to the exercise of incentive stock options. Of these 2.5 million shares, 2.0 million are shares that are newly authorized for issuance under the 2010 Plan and 0.5 million are unissued shares not subject to awards that have been carried over from the shares previously authorized for issuance under the terms of the 2002 Plan and the 2003 Plan. Unless earlier terminated by the Board of Directors, the 2010 Plan will remain in effect until the earlier of (i) the date that is ten years from the date the plan is approved by the Company’s shareholders, which is ten years from the effective date for the 2010 plan, namely May 13, 2020, or (ii) the date all shares reserved for issuance have been issued.

As of ~~September 30, 2013,~~March 31, 2014, of the 2.5 million shares of common stock authorized for issuance under the Company’s 2010 Plan, approximately ~~1.5~~1.8 million shares have been issued. During the first ~~nine~~three months of ~~2013,~~2014, the Company issued approximately ~~0.4~~0.3 million shares of restricted stock units under the 2010 Plan. The total fair value of these grants is ~~$12.1~~$9.3 million. Total unrecognized share-based compensation cost related to unvested restricted stock units was approximately ~~$16.1~~$18.3 million as of ~~September 30, 2013~~March 31, 2014 and is expected to be expensed as compensation expense over approximately four ~~years.~~years as the units vest.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ the Company has included approximately ~~$6.4~~$2.4 million and ~~$6.1~~$1.7 million, respectively, for share-based compensation cost in the accompanying condensed consolidated statements of income for the ~~2002, 2003 and~~ 2010 ~~Plans.~~Plan. Compensation expense relates to restricted stock unit ~~grants.~~grants under that plan.

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NOTE K — SEGMENT AND RELATED INFORMATION

The Company has identified two operating segments and both performance evaluation and resource allocation decisions are determined based on each operating segment’s income from operations. The operating segments are described further below:

Patient Care —This segment consists of (i) the Company’s owned and operated patient care clinics ~~and other O&P operations~~ and (ii) its contracting and network management business. The patient care clinics provide services to design and fit O&P devices to patients. These clinics also instruct patients in the use, care and maintenance of the devices. The principal reimbursement sources for the Company’s services are:

· Commercial and other, which consist of individuals, rehabilitation providers, private insurance companies, HMOs, PPOs, hospitals, vocational rehabilitation, workers’ compensation programs and similar sources;

· Medicare, a federally funded health insurance program providing health insurance coverage for persons aged 65 or older and certain disabled persons, which provides reimbursement for O&P products and services based on prices set forth in published fee schedules ~~for~~(with 10 regional ~~service areas;~~pricing areas for prosthetics & orthotics and by state for DME);

· Medicaid, a health insurance program jointly funded by federal and state governments providing health insurance coverage for certain persons in financial need, regardless of age, which may supplement Medicare benefits for financially needy persons aged 65 or older; and

· U.S. Department of Veterans Affairs.

The Company estimates that government reimbursement, comprised of Medicare, Medicaid and the U.S. Department of Veterans Affairs, in the aggregate, accounted for approximately ~~40.5%~~38.7% and ~~40.8%~~40.2%, of the Company’s net sales for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively.

The Company’s contract and network management business is the only network management company dedicated solely to serving the O&P market and is focused on managing the O&P services of national and regional insurance companies. ~~The Company~~It partners with healthcare insurance companies by securing a national or regional contract either as a preferred provider or to manage their O&P network of providers. The ~~Company’s~~ network now includes approximately ~~1,150~~1,170 O&P provider locations, including over 400 independent providers. As of ~~September 30, 2013, the Company~~March 31, 2014, it had 5758 contracts with national and regional providers.

Products & Services—This segment consists of the Company’s distribution ~~business,~~subsidiary, which distributes and fabricates O&P products and components for both the O&P industry and the Company’s own patient care clinics, and ~~the Company’s~~its rehabilitation solutions business. Rehabilitation solutions leases rehabilitation equipment and provides evidence-based clinical programs to post-acute rehabilitation service providers. This segment also develops emerging neuromuscular technologies for the O&P and rehabilitation markets.

~~Table of Contents~~

Other — This consists of corporate overhead and includes unallocated expense such as personnel costs, professional fees and corporate offices expenses.

The accounting policies of the segments are the same as those described in the summary of “Significant Accounting Policies” in Note B to the consolidated financial statements.

Summarized financial information concerning the Company’s operating segments is shown in the following table. Intersegment sales mainly include sales of O&P components from the Products & Services segment to the Patient Care segment and were made at prices which approximate market values.

(In thousands)

Patient Care

Products &
Services

Other

Consolidating
Adjustments

Total

Three Months Ended September 30, 2013

Net sales

Customers

$
221,057

$
49,996

$
—

$
—

$
271,053

Intersegments

—

58,030

—

(58,030
)
—

Depreciation and amortization

4,090

3,029

2,105

—

9,224

Income (loss) from operations

38,189

16,723

(14,742
)
(264
)
39,906

Interest (income) expense

7,729

3,338

(5,050
)
—

6,017

Extinguishment of debt

—

—

—

—

—

Income (loss) before taxes

30,460

13,385

(9,692
)
(264
)
33,889

Three Months Ended September 30, 2012

Net sales

Customers

$
199,499

$
43,037

$
—

$
—

$
242,536

Intersegments

—

53,941

—

(53,941
)
—

Depreciation and amortization

3,492

3,173

2,044

—

8,709

Income (loss) from operations

36,221

10,051

(10,086
)
(813
)
35,373

Interest (income) expense

7,520

2,236

(2,005
)
—

7,751

Income (loss) before taxes

28,701

7,815

(8,081
)
(813
)
27,622

Nine Months Ended September 30, 2013

Net sales

Customers

$
635,237

$
132,964

$
—

$
—

$
768,201

Intersegments

—

167,963

—

(167,963
)
—

Depreciation and amortization

12,223

9,575

6,221

—

28,019

Income (loss) from operations

105,198

37,263

(42,389
)
(806
)
99,266

Interest (income) expense

23,154

10,011

(11,663
)
—

21,502

Extinguishment of debt

—

—

6,645

—

6,645

Income (loss) before taxes

82,044

27,252

(37,371
)
(806
)
71,119

Capital expenditures

11,071

2,271

14,128

—

27,470

Nine Months Ended September 30, 2012

Net sales

Customers

$
576,414

$
128,380

$
—

$
—

$
704,794

Intersegments

—

156,500

—

(156,500
)
—

Depreciation and amortization

10,306

9,207

5,919

—

25,432

Income (loss) from operations

100,551

29,275

(35,734
)
(1,258
)
92,834

Interest (income) expense

22,657

6,771

(6,216
)
—

23,212

Income (loss) before taxes

77,894

22,504

(29,518
)
(1,258
)
69,622

Capital expenditures

9,181

2,233

13,463

—

24,877

Total Assets

September 30, 2013

1,485,779

376,184

—

(613,964
)
1,247,999

December 31, 2012

1,389,223

336,318

—

(488,214
)
1,237,327

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Table of Contents

(In thousands)	Patient Care		Products & Services		Other			Consolidating Adjustments			Total
Three Months Ended March 31, 2014
Net sales								��
Customers	$	195,630	$	39,975	$	—		$	—		$	235,605
Intersegments	—		49,555		—			(49,555		)	—
Depreciation and amortization	4,879		2,955		2,365			—			10,199
Income (loss) from operations	22,275		10,668		(16,695		)	(218		)	16,030
Interest (income) expense	7,956		3,691		(5,549		)	—			6,098
Income (loss) before taxes	14,319		6,977		(11,146		)	(218		)	9,932

Capital expenditures	4,568		266		4,027			—			8,861

Three Months Ended March 31, 2013
Net sales
Customers	$	189,027	$	40,323	$	—		$	—		$	229,350
Intersegments	—		51,083		—			(51,083		)	—
Depreciation and amortization	4,066		3,203		2,016			—			9,285
Income (loss) from operations	25,389		9,475		(11,885		)	(263		)	22,716
Interest (income) expense	7,750		3,335		(3,308		)	—			7,777
Income (loss) before taxes	17,639		6,140		(8,577		)	(263		)	14,939

Capital expenditures	2,903		107		2,388			—			5,398

Total Assets
March 31, 2014	1,523,088		416,084		—			(569,487		)	1,369,685
December 31, 2013	1,502,721		408,628		—			(639,689		)	1,271,660

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following is a discussion of our results of operations and financial condition for the periods described below. This discussion should be read in conjunction with the ~~consolidated financial statements~~Consolidated Financial Statements included in this report. Our discussion of our results of operations and financial condition includes various forward-looking statements about our markets, the demand for our products and services and our future results. These statements are based on our current expectations, which are inherently subject to risks and uncertainties. Refer to risk factors disclosed in Part II, Item 1A of this filing as well as the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 for further discussion of risks and uncertainties. Our actual results and the timing of certain events may differ materially from those indicated in the forward looking statements.

Business Overview

General

The goal of Hanger, Inc. (the “Company”) is to be the world’s premier provider of services and products that enhance human physical capabilities. Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, Hanger is steeped in 150 years of clinical excellence and innovation. We provide orthotic and prosthetic (O&P) patient care services, distribute O&P devices and components, manage O&P networks and provide ~~rehabilitative~~therapeutic solutions to the broader post-acute market. For the three and nine month periods ended September 30, 2013, our net sales were $271.1 million and $768.2 million, respectively, and we recorded net income of $21.7 million and $45.2 million, respectively. For the three and nine month periods ended September 30, 2012, our net sales were $242.5 million and $704.8 million, respectively, and we recorded net income of $17.3 million and $43.4 million, respectively.

We have two ~~segments—~~operating segments — Patient Care and Products & Services.

Our Patient Care segment is comprised of ~~our patient care clinics,~~Hanger Clinic, Cares, Dosteon, other related O&P businesses and our contracting network management business. Through this segment, we (i) are the largest owner and operator of orthotic and prosthetic patient care clinics in the United States and (ii) manage an O&P provider network of approximately 1,170 clinics that coordinates all aspects of O&P patient care for insurance companies. We operate in excess of ~~740~~760 O&P patient care clinics located in 45 states and the District of Columbia and six strategically located distribution facilities. For the three ~~and nine month periods~~months ended ~~September 30, 2013,~~March 31, 2014, net sales to customers attributable to our Patient Care segment were $221.1 million and $635.2 million, respectively. For the three and nine month periods ended September 30, 2012, net sales to customers attributable to our Patient Care segment were $199.5 million and $576.4 million, respectively.$195.6 million.

Our Products & Services segment is comprised of our distribution business, one of the largest distributors of O&P products in the United States, and our rehabilitative solutions business. Our distribution facilities in California, Florida, Georgia, Illinois, Pennsylvania and Texas allow us to deliver products to the vast majority of our distribution customers in the United States within two business days.

Table of Contents

Our rehabilitative solutions business develops specialized rehabilitation technologies and is a leading provider of evidence-based clinical programs for post-acute rehabilitation serving more than ~~4,200~~5,000 long-term care facilities and other sub-acute rehabilitation providers throughout the ~~U.S.~~United States. This segment also develops neuromuscular technologies through independent research. For the three ~~and nine month periods~~months ended September 30, 2013, net sales to customers attributed to our Products & Services segment were $50.0 million and $133.0 million, respectively. For the three and nine month periods ended September 30, 2012,March 31, 2014, net sales to customers attributed to Products & Services segment were ~~$43.0 million and $128.4 million, respectively.~~$40.0 million. See Note K for our consolidated financial statements contained herein for further information related to our segments.

For the three months ended March 31, 2014, our net sales were $235.6 million and we recorded net income of $6.0 million. For the three months ended March 31, 2013, our net sales were $229.4 million and we recorded net income of $9.5 million.

Industry Overview

We estimate that approximately ~~$4.3~~$4.4 billion is spent in the United States each year for orthotic and prosthetic products and services. ~~Our~~We estimate that our Patient Care segment currently ~~captures~~accounts for approximately 20% ~~share of that~~ market byshare, providing a comprehensive portfolio of orthotic, prosthetic and post-operative solutions to patients in the acute, post-acute, and patient care clinic settings.

The traditional O&P patient care industry is highly fragmented and is characterized by local, independent O&P businesses, with the majority of these businesses generally having a single facility with annual revenues of less than $1.0 million. We do not believe that any single competitor accounts for more than 2% of the country’s total estimated O&P patient care clinic revenues.

The industry is characterized by stable, recurring revenues, primarily resulting from new patients as well as the need for periodic replacement and modification of ~~existing~~ O&P devices. We believe, the average replacement time for orthotic devices is one to three years, while the average replacement time for prosthetic devices is three to five years. We expect the demand for O&P services to continue to grow as a result of several key trends, including the aging of the U.S. population, resulting in an increase in the prevalence of disease associated disability, and the demand for new and advanced replacement devices.

~~Table of Contents~~

We estimate that approximately $2.1 billion is spent in the United States each year, principally by care providers, for O&P products, components, devices and supplies. Our Products & Services segment distributes O&P products, components, devices and supplies to independent customers and to our patient care ~~clinics. Our~~clinics, and our distribution sales account for approximately 5% of the market outside of the Company.

We estimate the market for rehabilitation technologies, integrated clinical programs and therapist training in skilled nursing facilities (SNF) to be approximately $240 million annually. We estimate that we currently provide these products and services to approximately 30% of the estimated 15,700 SNFs located in the U.S. We estimate the market for rehabilitation technologies, clinical programs and training within the broader post-acute rehabilitation markets to be approximately $600 million. Currently, our goods and services are only provided to a small ~~portion~~segment of this larger ~~category.~~category; however, we believe significant demand exists for future expansion.

Business Description

Patient Care

Our Patient Care segment ~~which~~ is comprised of Hanger Clinic, Cares, Dosteon, other related O&P businesses and our contracting network management business. Through this segment, we (i) are the largest owner and operator of orthotic and prosthetic patient care clinics in the United States and ~~other~~(ii) manage an O&P ~~operations and our contracting and~~provider network ~~management business, provides~~of approximately 1,170 clinics that coordinates all aspects of O&P patient care for insurance companies. As of March 31, 2014, Hanger Clinic provided O&P patient care services through over ~~740~~760 patient care clinics and over ~~1,275~~1,333 clinicians in 45 states and the District of Columbia. Substantially all of our clinicians are certified, or are candidates for formal certification, by the O&P industry certifying boards. Our patient care clinics also employ highly trained technical personnel who assist in the provision of services to patients and who fabricate various O&P devices, as well as office administrators who schedule patient visits, obtain approvals from payors and bill and collect for services rendered.

In our orthotics business, we design, fabricate, fit and maintain a wide range of custom-made braces and other devices (such as spinal, knee and sports-medicine braces) that provide external support to patients suffering from musculoskeletal disorders, such as ailments of the back, extremities or ~~joints due to injuries from sports or other activities.~~joints. In our prosthetics business, we design, fabricate, fit and maintain custom-made artificial limbs for patients who are without limbs as a result of traumatic injuries, vascular diseases, diabetes, cancer or congenital disorders. O&P devices are increasingly becoming more technologically advanced and are custom-designed to add functionality and comfort to patients’ lives, shorten the rehabilitation process and lower the cost of rehabilitation.

Patients are typically referred to ~~our patient care clinics~~Hanger Clinic by an attending physician who determines a patient’s treatment and writes a prescription. Our clinicians then consult with both the referring physician and the patient with a view toward assisting in the design of ~~a custom~~an orthotic or prosthetic device to meet the patient’s needs.

Table of Contents

The fitting process often involves several stages ~~in order~~ to successfully achieve desired functional and cosmetic results. ~~These custom~~Custom devices are fabricated and fitted by our skilled technicians using ~~computer scans or~~ plaster castings, measurements and designs made by our clinicians. Frequently, our proprietary Insignia scanning system is used to measure ~~the patient’s limb.~~and design devices. The ~~proprietary~~ Insignia ~~laser scanning~~ system ~~images~~scans the patient and produces a very accurate computer generated ~~representation~~image of the patient’s residual limb, ~~which results~~resulting in a faster turnaround offor the ~~orthotic or prosthetic~~patient’s device and a more professional overall experience.

In order to provide timely service to our patients, we employ technical personnel and maintain laboratories at many of our patient care clinics. We have earned a strong reputation within the O&P industry for the development and use of innovative technology in our products, which has increased patient comfort and capability and can significantly enhance the rehabilitation process.

The ~~quality of our services and the success of our technological advances have generated broad media coverage, building our brand equity among payors, patients and referring physicians. A listing of our~~ principal reimbursement sources for our services ~~is described~~are:

·Commercial private payors and other, which consist of individuals, rehabilitation providers, commercial insurance companies, HMOs, PPOs, hospitals, vocational rehabilitation, workers’ compensation programs and similar sources;

·Medicare, a federally funded health insurance program providing health insurance coverage for persons aged 65 or older and certain disabled persons, which provides reimbursement for O&P products and services based on prices set forth in ~~Note K~~published fee schedules with 10 regional pricing areas for prosthetics and orthotics and by state for DME;

·Medicaid, a health insurance program jointly funded by federal and state governments providing health insurance coverage for certain persons based upon financial need, regardless of ~~the Notes to Consolidated Financial Statements included elsewhere in this report.~~age, which may supplement Medicare benefits for financially needy persons aged 65 or older; and

·U.S. Department of Veterans Affairs.

Government reimbursement, comprised of Medicare, Medicaid and the U.S. Department of Veterans Affairs, in the aggregate, accounted for approximately ~~40.5%~~38.7% and ~~40.8%~~40.2% of our net sales for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively. These payors have set maximum reimbursement levels for O&P services and ~~products using a series of codes which designate the type of product and service being delivered.~~products. Medicare prices are adjusted each year based on the Consumer Price Index-Urban (“CPIU”) unless Congress acts to change or eliminate the adjustment. The CPIU is adjusted further by an efficiency factor (“the Productivity Adjustment” or “the MFP adjustment”) in order to determine the final rate adjustment each year. The Medicare price ~~increase/~~increases/(decreases) for 2014, 2013 and 2012 were 1.0%, 0.8% and ~~2011were 0.8%,~~ 2.4%~~, and (0.1%)~~, respectively. There can be no assurance that future changes will not reduce reimbursements for O&P services and products from these sources.

We enter into contracts with third-party payors that allow us to perform O&P services for a referred patient and be paid under the contract with the third payor. These contracts typically have a stated term of one to three ~~year contracts with commercial and other payors to provide O&P services to referred patients.~~years. These contracts ~~generally~~ may be terminated without cause by either party on 60 to 90 days’ notice or on 30 days’ notice if we have not complied with certain licensing, certification, program standards, Medicare or Medicaid requirements or other regulatory requirements. Reimbursement for services is typically based on a fee schedule negotiated with the third-party payor that reflects various factors, including geographic area and number of persons covered.

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Our contract and network management business, known as Linkia, is the only network management company dedicated solely to serving the O&P market for national and regional insurance companies. We partner with healthcare insurance companies either as a preferred provider or to manage their O&P network of providers. Our network now includes approximately ~~1,150~~1,170 O&P provider locations, including over 400 independent providers. As of ~~September 30, 2013,~~March 31, 2014, we had 5758 contracts with national and regional providers.

Products & Services

Our Products & Services segment was created in the first quarter of 2013 through the combination of our previously reported Distribution segment and Therapeutic Solutions segment. Through our ~~distribution business,~~wholly-owned subsidiary, Southern Prosthetic Supply (SPS), we distribute O&P components both to independent customers and to our own patient care clinics. We also provide rehabilitative solutions to the O&P market and the post-acute rehabilitation market while being a leading manufacturer and distributor of therapeutic footwear for diabetic patients in the podiatric market. Our distributionThis business maintains over 26,000 individual SKUs in inventory which are manufactured by more than 375 different ~~vendors.~~suppliers. SPS is also a leading fabricator and distributor of therapeutic footwear for diabetic patients in the podiatric market and fabricates O&P devices both for our O&P clinics and those of our competitors. Our distribution facilities in California, Florida, Georgia, Illinois, Pennsylvania, and Texas allow us to deliver products ~~via ground shipment~~ to the vast majority of our ~~clients~~distribution customers in the United States within two business days.

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Our distribution business enables us to:

· centralize our purchasing and thus lower our material costs by negotiating purchasing discounts from manufacturers;

· manage our patient care clinic inventory levels and improve inventory turns;

· ~~improve~~manage inventory ~~quality;~~quality control;

· encourage our patient care clinics to use the most clinically appropriate products; and

· coordinate new product development efforts with key vendor “partners”.

Marketing of our services is conducted on a national basis through a dedicated sales force, print and e-commerce catalogues, and exhibits at industry and medical meetings and conventions. We direct specialized catalogues to segments of the healthcare industry, such as orthopedic surgeons, physical and occupational therapists, and podiatrists.

~~Our~~Through our wholly-owned subsidiary, Accelerated Care Plus (“ACP”), we believe our rehabilitative solutions business is the nation’s leading provider of rehabilitation technologies and integrated clinical programs to rehabilitation providers. Our unique value proposition is to provide our customers with a full-service “total solutions” approach encompassing proven medical technology; ~~evidence based~~evidence-based clinical programs, and continuous onsite therapist education and training. Our services support increasingly advanced treatment options for a broader patient population and more medically complex conditions. We serve more than ~~4,200~~5,000 skilled nursing facilities nationwide, including 2122 of the 25 largest national providers.

We also have a product development business specializing in the commercialization of emerging products in the O&P and ~~Rehabilitation~~rehabilitation markets. Working with inventors under licensing and consulting agreements, we commercialize the design, obtain regulatory approvals, develop clinical protocols for the technology, and then introduce the devices to the marketplace through a variety of distribution channels. We currently have two commercial products: the ~~WalkAide System which benefits patients with a condition referred to as drop foot, and the~~ V-Hold, which is active vacuum technology used in lower extremity prosthetic ~~devices.~~devices, and the WalkAide system, which benefits patients with a condition referred to as foot drop. The V-Hold is primarily sold through our patient care clinics. Research and development expenses, which were reported in Other operating expenses on our Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2014 and for the year ended December 31, 2013 were $0.1 million and $0.5 million, respectively.

Critical Accounting Policies and Estimates

Our analysis and discussion of our financial condition and results of operations is based upon our ~~consolidated financial statements~~Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. GAAP provides the framework from which to make these estimates, assumptions and disclosures. We have chosen accounting policies within GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions. Our accounting policies are stated in Note B to the ~~consolidated financial statements~~Consolidated Financial Statements included elsewhere in this report. We believe the following accounting policies are critical to understanding our results of operations and the more significant judgments and estimates used in the preparation of our ~~consolidated financial statements.~~

~~Table of Contents~~Consolidated Financial Statements.

· Revenue Recognition: Revenues in the Company’s Patient Care segment are derived from the sale of O&P devices and the maintenance and repair of existing devices. Revenues from maintenance and repairs are ~~recorded based upon contracts with commercial insurance companies, government agencies, net~~recognized when the service is provided. Revenues from the sale of ~~contractual adjustments and discounts. Individual patients are generally responsible for deductible and/or co-payments. Revenues~~devices are recorded when the patient has accepted and received the ~~device. Revenues~~device and recorded net of known and estimated future contractual adjustments and discounts. Contractual adjustments and discounts are recorded as contra-revenue within net sales on the Consolidated Statement of Income and Comprehensive Income. Medicare and Medicaid regulations and the various agreements we have with other third-party payors under which these contractual adjustments and discounts are calculated are complex and are subject to interpretation. Therefore, the devices and related services authorized and provided, and the related reimbursement, are subject to interpretation and adjustment that could result in payments that differ from ~~maintenance~~our estimates. Additionally, updated regulations and ~~repairs~~pay schedules, and contract renegotiations, occur frequently, necessitating regular review and assessment of the estimation process by management.

Reserves for future contractual adjustments are ~~recognized when~~estimated utilizing historical trends for such adjustments and are monitored monthly. As of March 31, 2014 and December 31, 2013, the ~~service~~Company estimated the reserve for future contractual adjustments and discounts to be $22.7 million and $20.6 million, respectively. The increase in the estimate is ~~provided.~~primarily related to both revenue growth resulting from both same clinic sales growth and clinic acquisitions, and from changes in collection trends. Individual patients are generally responsible for deductible and/or co-payments.

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The reserve for future contractual adjustments and discounts is reflected as a reduction of accounts receivable on the Company’s Consolidated Balance Sheet.

· Net Accounts Receivable: ~~Certain~~We report accounts receivable ~~may be~~at estimated net realizable amounts generated for products delivered and services rendered from federal, state, managed care health plans, commercial insurance companies and patients. Collections of these accounts receivable are our primary source of cash and are critical to our operating performance. We estimate uncollectible ~~even if properly pre-authorized and billed. The Company estimates an allowance for disallowed sales~~patient accounts primarily ~~for commercial & governmental contractual adjustments and discounts not identified at the time of sale. The allowance is estimated~~ based upon its experience in historical ~~experience. Additions to the allowance are reported as a reduction of Net sales. The Company estimates an allowance for doubtful accounts to estimate uncollectible accounts due primarily~~collections from individual patients. ~~The allowance is estimated based upon historical experience.~~ Bad debt expense is reported within Other operating ~~expenses.~~

~~Accounts receivable balances are periodically evaluated to assess collectability. On a quarterly basis, we evaluate cash collections,~~expenses within the Consolidated Statement of Income and Comprehensive Income. At March 31, 2014 and December 31, 2013, net accounts receivable ~~balances and write-off activity to assess the adequacy of the~~reflected an allowance for doubtful ~~accounts. Additionally, an evaluation~~accounts of collectability of receivable balances older than 180 days is performed at our O&P clinics at least semi-annually, the results of which are used in the next allowance analysis. From time to time, we may outsource the collection of such accounts to collection agencies after internal collection efforts are exhausted.$10.3 million and $10.0 million, respectively.

The following represents the composition of our accounts receivable balance by type of payor:

September 30, 2013

March 31, 2014
(In thousands)	0-60 days		61-120 days		Over 120 days		Total		0-60 days		61-120 days		Over 120 days		Total
Patient Care
Commercial insurance	$	44,325	$	11,157	$	13,282	$	68,764	$	40,276	$	12,870	$	18,593	$	71,739
Private pay	3,839		3,138		6,696		13,673		4,595		2,995		6,709		14,299
Medicaid	11,976		3,806		4,872		20,654		11,472		3,683		6,691		21,846
Medicare	29,479		6,069		18,195		53,742		28,740		5,902		25,860		60,502
VA	2,340		462		400		3,201		2,477		586		668		3,731
Products & Services
Trade accounts receivable	16,254		3,512		5,221		24,987		11,579		3,642		6,523		21,744
	$	108,213	$	28,144	$	48,666	$	185,021	$	99,139	$	29,678	$	65,044	$	193,861

December 31, 2012

December 31, 2013
(In thousands)	0-60 days		61-120 days		Over 120 days		Total		0-60 days		61-120 days		Over 120 days		Total
Patient Care
Commercial insurance	$	51,658	$	10,468	$	12,249	$	74,375	$	52,899	$	12,092	$	14,507	$	79,498
Private pay	5,437		4,545		5,783		15,765		3,991		3,413		5,751		13,155
Medicaid	11,812		3,181		3,228		18,221		11,876		4,122		5,282		21,280
Medicare	27,433		5,611		9,029		42,073		30,587		7,097		20,918		58,602
VA	2,082		558		324		2,964		2,589		565		463		3,617
Products & Services
Trade accounts receivable	12,556		3,149		4,091		19,796		11,541		3,370		4,728		19,639
	$	110,978	$	27,512	$	34,704	$	173,194	$	113,483	$	30,659	$	51,649	$	195,791

· ~~Inventories:~~ Inventories: Patient Care—Inventories at Hanger Clinics, Dosteon and Cares, which consist of raw materials, work-in-process and finished goods, amounted to $120.1 million and $109.2 million at March 31, 2014 and December 31, 2013, respectively. Inventories in ~~the Patient Care segment, consisting~~Hanger’s Clinics, which amounted to $110.0 million and $99.0 million at March 31, 2014 and December 31, 2013, respectively, consist principally of raw materials and work-in-process ~~are~~inventory valued based on the gross profit method, which approximates lower of cost or market using the first-in first-out method. ~~The Company applies~~Inventories in the Dosteon business amounted to $8.8 million and $8.9 million at March 31, 2014 and December 31, 2013, respectively, and consist principally of raw materials. As of March 31, 2014, the Dosteon inventories were valued based on the gross profit method, ~~on a patient care clinic basis~~which approximates lower of cost or market using the first-in first-out method. Inventories in ~~this segment’s inventory~~the Cares business amounted to ~~determine ending inventory~~$1.2 million and $1.3 million as of March 31, 2014 and December 31, 2013, respectively, consists principally of finished goods and are valued at the ~~end~~lower of ~~each interim period.~~cost or market using the first-in first-out method based on perpetual records.

Hanger Clinic and Dosteon do not maintain a perpetual inventory system. On October 31st, of each year ~~a physical inventory is taken. The~~the company performs an annual physical inventory of all inventories in Hanger Clinics. Dosteon counted its inventories on December 31, 2013 and October 31, 2012. The Company values the raw materials and work-in-process inventory counted at October 31 at lower of cost or market using the first-in first-out ~~method and includes~~method. Hanger Clinic work-in-process ~~consisting~~inventory consists of materials, labor and overhead which is valued based on established standards for the stage of completion of each custom order. Material, labor and overhead costs are determined at the individual clinic or groups of clinics level.

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Adjustments to reconcile the Hanger Clinic and Dosteon physical inventory ~~to our books~~ are treated as changes in accounting estimates and are recorded in the fourth quarter. The Company recorded a fourth quarter adjustment of a decrease to inventory of $2.3 million in 2013.

For Hanger Clinics, the October 31stinventory is subsequently adjusted ~~during interim periods~~at each quarterly and annual reporting period end by applying the gross profit method. As it relates to ~~apply~~materials, the Company generally applies the gross profit method ~~described above.~~to individual clinics or groups of clinics for material costs. Labor and overhead and other aspects of the gross profit method are completed on a Hanger Clinic-wide basis. A similar approach is applied to Dosteon inventory, as applicable.

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· Goodwill and Other Intangible Assets: Goodwill represents the excess of purchase price over the fair value of net identifiable assets of purchased businesses. We assess goodwill for impairment annually during the fourth quarter, or when events or circumstances indicate that the carrying value of the reporting units may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the Company determines that a two-step goodwill impairment test is necessary or more efficient than a qualitative approach, it will measure the fair value of the Company’s reporting units using a combination of income, market and cost approaches. Any impairment would be recognized by a charge to operating results and a reduction in the carrying value of the intangible asset. There were no impairment indicators since our last annual impairment test on October 1, ~~2012.~~2013.

Definite-lived trade name intangible assets are amortized over their estimated period of benefit of approximately 1 to 3 years. Approximately $10.6 million of the value of trade names is identified as an indefinite-lived intangible asset within the Products & Services segment and its fair value is annually assessed for impairment in the Company’s fiscal fourth quarter. The Company estimates fair value utilizing a relief-from-royalty method valuation model and the 2013 assessment estimated the fair value is greater than carrying value. However, the estimated fair value is not substantially in excess of the carrying value. A key assumption in the relief-from-royalty method is projected future revenue. If actual future revenues fall below projection, the estimated fair value could be significantly impacted and an impairment charge may be necessary.

Non-compete agreements are recorded when we enter into the agreement and are amortized, using the straight-line method, over their terms ranging from five to seven years. Other definite-lived intangible assets are recorded at ~~cost~~fair value and are amortized, using the straight-line method, over their estimated useful lives of up to 14 years. Whenever the facts and circumstances indicate that the carrying amounts of these intangibles may not be recoverable, we review and assess the future cash flows expected to be generated from the related intangible for possible impairment. Any impairment would be recognized as a charge to operating results and a reduction in the carrying value of the intangible asset.

· Income taxes: We are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing temporary differences in recognition of income (loss) for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheet. We then assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent that we believe that recovery is not likely, we establish a valuation allowance against the deferred tax asset.

We recognize liabilities for uncertain tax positions based on a two-step process. The first step requires us to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, we must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires us to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. This measurement step is inherently complex and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We re-evaluate the uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, expirations of statutes of limitation, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

Although we believe the measurement of our liabilities for uncertain tax positions is reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. If additional taxes are assessed as a result of an audit or litigation, it could have a material effect on the income tax provision and net income in the period or periods for which that determination is made. We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions.

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These audits can involve complex issues which may require an extended period of time to resolve and could result in additional assessments of income tax. We believe adequate provisions for income taxes have been made for all periods.

Guidance and Outlook

The Company lowered its 2014 full-year adjusted diluted EPS guidance to a range of between $2.01 and $2.11, which represents growth of between 3.1% and 8.2% over the prior year. The Company expects to grow same center sales between 3% and 5% for the remainder of 2014. Taking into account the impact of first quarter 2014 results, the Company has ~~updated~~lowered its ~~2013~~projected full year 2014 same center sales growth to between 2% and 4%. The reduction in earnings projections in part reflects lower same center sales in the Patient Care segment combined with additional investments the Company is making in its processes and control environment. The Company lowered 2014 full-year net sales guidance to a range of between ~~$1.045~~$1.100 and ~~$1.055 billion, which represents growth~~$1.120 billion. The expectation of ~~between 7% and 8% compared to 2012. This range reflects the estimated effect of the previously discussed revision on full year 2013 net sales. The net sales guidance assumes 3% to 4%~~lower same center sales growth will be partially offset by accelerated timing of acquisitions which will drive incremental revenues in the ~~Patient Care segment for~~remainder of the year, but will not provide significant earnings over that period due to their initial integration costs. Reflecting the lower than expected first quarter results and the reimbursement environment, the Company adjusted its expectation of 2014 cash flow from operations to a range of between $80 and $90 million. The Company continues to anticipate acquiring O&P operations in 2014 with annualized net sales of between $35 and $45 million, and plans to invest between $40 and $50 million in capital additions during the year. The ~~Company expects full year 2013 net sales in its Products & Services segment~~Company’s previous full-year 2014 guidance issued on February 12, 2014 was to ~~increase slightly for the year, notwithstanding the segment’s strong net sales growth in the third quarter~~achieve revenues of 2013. The segment’s strong Q3 2013 net sales results included the benefit of an accelerated one-time sale that the Company had anticipated would occur across the third and fourth quarters of 2013. The Company is also narrowing its range of guidance for$1.110 to $1.130 billion, adjusted diluted ~~earnings per share~~EPS of $2.10 and $2.20, patient care same center sales of 3% to ~~between $2.08~~5%, and $2.11 for 2013, excluding certain tax benefits, costs related to the implementation of Janus of approximately $0.03, acquisition costs, and debt issuance cost associated with the June 2013 refinancing of the Company’s bank credit facilities. The Company expects that adjusted operating margin expansion for the year will be in the range of 20 to 40 basis points. The Company anticipates generating cash flow from operations of ~~between~~ $90 ~~million and~~to $100 million in 2013 and investing a total of $35 million to $40 million in capital additions. The Company continues its acquisition program with a goal of closing acquisitions that total approximately $20 million in annualized revenues in 2013.

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Results of Operations

The following table sets forth for the periods indicated certain items from our ~~consolidated statements~~Consolidated Statements of ~~income~~Income and ~~comprehensive income~~Comprehensive Income as a percentage of our net sales:

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2013		2012		2013		2012		2014		2013
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Material costs	29.3		30.1		29.5		30.2		28.6		29.5
Personnel costs	35.0		34.7		36.2		35.3		40.9		39.2
Other operating expenses	17.6		17.0		17.7		17.7		19.4		17.4
Depreciation and amortization	3.4		3.6		3.6		3.6		4.3		4.0
Income from operations	14.7		14.6		13.0		13.2		6.8		9.9
Interest expense, net	2.2		3.2		2.8		3.3		2.6		3.4
Extinguishment of debt	—		—		0.9		—
Income before taxes	12.5		11.4		9.3		9.9		4.2		6.5
Provision for income taxes	4.5		4.2		3.4		3.7		1.7		2.4
Net income	8.0	%	7.2	%	5.9	%	6.2	%	2.5	%	4.1	%

Three Months Ended ~~September 30, 2013~~March 31, 2014 Compared to the Three Months Ended ~~September 30, 2012~~March 31, 2013

Net Sales. Net sales for the three ~~month period~~months ended ~~September 30, 2013~~March 31, 2014 increased ~~$28.6~~$6.2 million, or ~~11.8%~~2.7%, to ~~$271.1~~$235.6 million ~~compared to $242.5~~from $229.4 million for the ~~same period of 2012.~~three months ended March 31, 2013. This increase was due to a ~~$21.6~~$6.5 million, or ~~10.8%~~3.5%, increase in the Patient Care segment, and a ~~$7.0~~$0.3 million ~~or 16.2%, increase~~decrease in sales in the Products & Services segment. The ~~$21.6~~$6.5 million increase in Patient Care segment sales was ~~comprised~~composed of a ~~$7.4~~$10.0 million increase in sales from acquisitions, offset by a $3.5 million, or ~~3.8%~~1.8%, ~~increase~~decline in same center sales. The decline in same center sales ~~with the remaining $14.2 million increase~~was driven by acquisitions. The 16.2% increase in the Products & Services segment sales was the result of stronger sales results compared against relatively weak results in the similar period during 2012. as well as the impact of ~~a one-time equipment sale within~~severe weather in the ~~segment.~~eastern and central parts of the U.S. The severe weather throughout the first quarter resulted in approximately 1,000 closed clinic days in the Company’s Patient Care segment, which translates to about 5 times more weather related closures than the same period of 2013.

Material Costs. Material ~~Costs~~costs for the three ~~month period~~months ended ~~September 30, 2013 was $79.4~~March 31, 2014 decreased to $67.3 million, ~~an increase of $6.3 million over $73.1~~compared to $67.7 million for the three ~~month period~~months ended ~~September 30, 2012, primarily due to sales growth.~~March 31, 2013. Material costs as a percentage of net sales decreased ~~0.8%~~90 basis points primarily due to ~~a change~~an increase in the ~~mix~~rate of reimbursement, improved sales ~~favoring the Patient Care segment, which has lower costs, and~~mix, a reduction in product cost ~~resulting~~arising from an effort to further ~~improve~~consolidate our purchasing power and the ~~movement~~impact of ~~materials.~~2013 O&P acquisitions, which had a lower material costs rate than the consolidated rate.

Personnel Costs. Personnel costs for the three ~~month period~~months ended ~~September 30, 2013~~March 31, 2014 increased by ~~$10.7~~$6.4 million to ~~$94.8~~$96.4 million from ~~$84.1~~$90.0 million for the three ~~month period~~months ended ~~September 30, 2012. Approximately $1.5 million~~March 31, 2013. As a percentage of ~~the~~net sales, personnel costs increased to 40.9% in 2014 from 39.2% in 2013.

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The increase was primarily due to ~~annual merit increases as well as increased benefit costs, $5.9~~a $4.5 million ~~of the~~ increase ~~was due~~related to ~~the impact of O&P~~ acquisitions and the ~~remaining increase was~~balance due to ~~an extra day of labor in 2013 as well as additions to our infrastructure to support growth.~~increased healthcare costs.

Other Operating Expenses. Other operating expenses, which are comprised primarily of professional fees, facility costs, bad debt expense, incentive compensation, and reimbursable employee expenses, increased ~~$6.6~~$5.9 million to ~~$47.8~~$45.6 million, ~~for~~or 19.4% of net revenues, in the ~~three month period ended September 30, 2013~~first quarter of 2014 compared to ~~$41.2~~$39.7 million, ~~for~~or 17.4% of net revenues, in the ~~three month period ended September 30, 2012. Approximately $1.9~~first quarter of 2013. The increase is primarily attributable to a $1.2 million ofincrease related to acquisitions with the ~~increase was~~balance due to ~~acquisitions, $0.9 million~~increased occupancy and utility costs due to the severe weather, as well as an increase in ~~rent expenses, and the remaining balance was generally due to increased software license fees associated with our growth.~~bad debt expense.

Depreciation and Amortization. Depreciation and amortization for the three ~~month period~~months ended ~~September 30, 2013~~March 31, 2014 increased ~~$0.5~~$0.9 million, to ~~$9.2~~$10.2 million, compared to ~~$8.7~~$9.3 million ~~for~~in the ~~three month period ended September 30, 2012.~~first quarter of 2013. The increase was primarily due to software, leasehold improvements, and ~~additional capital expenditures~~machinery and equipment purchased over the last 12 months.

Income from Operations. Income from operations ~~increased $4.5~~decreased $6.7 million, to ~~$39.9~~$16.0 million, for the three ~~month period~~months ended ~~September 30, 2013~~March 31, 2014 compared to ~~$35.4~~$22.7 million for the three ~~month period~~months ended ~~September 30, 2012~~March 31, 2013, due ~~primarily~~principally by the weather related decline in same center sales in the Patient Care segment and costs related to ~~increased sales volume.~~

~~Table~~the delayed filing of ~~Contents~~the Company’s 10-K.

Interest Expense. Interest expense decreased ~~$1.8~~$1.7 million, to ~~$6.0~~$6.1 million, for the three ~~month period~~months ended ~~September 30, 2013,~~March 31, 2014, compared to $7.8 million, for the three ~~month period~~months ended ~~September 30, 2012.~~March 31, 2013. The decrease resulted from the interest savings from the debt refinancing that occurred in the ~~second~~2nd quarter of ~~2013 as well as a reduction of outstanding borrowings.~~2013.

Provision for Income Taxes. The provision for income taxes for the three ~~month period~~months ended ~~September 30, 2013~~March 31, 2014 was ~~$12.2~~$3.9 million, or ~~36.1%~~39.6% of pre-tax income, compared to ~~$10.3~~$5.5 million, or ~~37.2%~~36.5% of pre-tax income, for the three months ended ~~September 30, 2012.~~March 31, 2013. The effective tax rate consists principally of the 35% federal statutory tax rate and state income taxes, less permanent tax differences. The ~~2013~~2014 period has a ~~lower~~higher effective tax rate primarily due to the ~~reinstatement~~expiration of the ~~Federal Research~~federal research and ~~Development Tax Credit, and other permanent differences.~~development tax credit.

Net Income. Net income ~~increased $4.4~~decreased $3.5 million, to ~~$21.7~~$6.0 million, for three months ended March 31, 2014, from $9.5 million for the three ~~month period~~months ended ~~September 30,~~March 31, 2013, ~~from $17.3 million for the three month period ended September 30, 2012, primarily due to higher sales volume and reduced material costs.~~

~~Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012~~

~~Net Sales.~~ Net sales for the nine month period ended September 30, 2013 increased $63.4 million, or 9.0%, to $768.2 million compared to $704.8 million for the same period of 2012. The sales increase was driven by a $15.9 million, or 2.8%, increase in same center sales in the Patient Care segment, a $42.9 million increase from acquired entities, as well as a $4.6 million, or 3.6% increase in sales in the Products & Services segment.

~~Material Costs.~~ Material Costs for the nine month period ended September 30, 2013 was $226.6 million, an increase of $13.9 million from $212.7 million for the nine month period ended September 30, 2012, primarily due to sales growth. Material costs as a percentage of net sales decreased 0.7% primarily due to a change in the mix of sales favoring the Patient Care segment, which has lower costs, and a reduction in product cost resulting from an effort to further improve the movement of materials.

~~Personnel Costs.~~ Personnel costs for the nine month period ended September 30, 2013 increased by $29.2 million to $277.9 million from $248.7 million for the nine month period ended September 30, 2012. Approximately $6.8 million of the increase was due to annual merit increases and other benefit changes, $17.1 million of the increase was due to the ~~impact of O&P acquisitions and the remaining increase was due to additional headcount to support growth in our business.~~

~~Other Operating Expenses.~~ Other operating expenses, comprised primarily of professional fees, facility costs, bad debt expense, incentive compensation, and reimbursable employee expenses, increased $11.3 million to $136.4 million, for the nine month period ended September 30, 2013 compared to $125.1 million, for the nine month period ended September 30, 2012. However, other operating expenses as a percentage of sales did not increase. Approximately $5.3 million of the increase was due to acquisitions, $2.8 million due to an increase in rent expenses, and the remaining balance was principally due to expenses such as software licenses fees that support our growth.

~~Depreciation and Amortization.~~ Depreciation and amortization for the nine month period ended September 30, 2013 increased $2.6 million, to $28.0 million, compared to $25.4 million for the nine month period ended September 30, 2012. The increase was primarily due to leasehold improvements and additional capital expenditures.

~~Income from Operations.~~ Income from operations increased $6.5 million, to $99.3 million, for the nine months ended September 30, 2013 compared to $92.8 million for the nine months ended September 30, 2012 due primarily to increased sales volume.

~~Interest Expense.~~ Interest expense decreased $1.7 million, to $21.5 million, for the nine month period ended September 30, 2013, compared to $23.2 million, for the nine month period ended September 30, 2012. The decrease is attributed to the interest savings from the refinancing that occurred in the second quarter of 2013 as well as a reduction of outstanding borrowings.

~~Extinguishment of Debt.~~ In conjunction with our bank credit facility refinancing, in the second quarter of 2013, we incurred a charge of approximately $6.6 million related to the write-off existing debt issuance cost associated with our previous credit agreements. There were no similar charges in the same period of 2012.

~~Provision for Income Taxes.~~ The provision for income taxes for the nine months ended September 30, 2013 was $25.9 million, or 36.4% of pre-tax income, compared to $26.3 million, or 37.7% of pre-tax income, for the nine month period ended September 30, 2012. The effective tax rate consists principally of the 35% federal statutory tax rate and state income taxes, less permanent tax differences. The 2013 period has a lower effective tax rate primarily due to the reinstatement of the Federal Research and Development Tax Credit, and other permanent differences.

~~Net Income.~~ Net income increased $1.8 million, to $45.2 million, for nine month period ended September 30, 2013, from $43.4 million for the nine month period ended September 30, 2012, due primarily to increased sales.

~~Table of Contents~~reasons noted above.

Financial Condition, Liquidity and Capital Resources

~~Liquidity and Capital Resources~~Cash Flows

Our working capital at ~~September 30, 2013 was $257.8~~March 31, 2014 increased by $72.9 million to $338.6 million, compared to ~~$251.5~~$265.7 million at ~~December~~March 31, ~~2012.~~2013. The increase in working capital ~~is primarily due to increases in inventories, accounts receivable and other current assets. The increases are~~was primarily due to the ~~organic growth~~impact of acquisitions as well as increases in cash, inventory, and income taxes receivable due to the ~~business, acquisitions completed in 2012~~ borrowing of funds under the revolving credit facility, the build-up of work-in-process inventory, and prepayment of estimated 2014 income tax expense,and the ~~impact~~payout of ~~Medicare audit related receivables.~~annual bonus plans, respectively. Days sales outstanding (“DSO”), which is the number of days between the billing date of O&P services and the date of receipt of payment thereof, for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 increased to 6164 days from 6056 days for the same period last ~~year, and excludes the impact of acquired accounts receivable.~~year. The increase in DSO is ~~primarily~~ related to an increase in ~~accounts receivable~~Medicare audits, including Recovery Audit Contractor or RAC audits, Comprehensive/Error Rate Testing or CERT audits and Medicare Administrative Contractor (MAC) prepayments audits. These audits review claims submitted to Medicare and result in payment delays while the audits are pending. The frequency of these audits significantly increased beginning in 2012, both for us and throughout the medical and healthcare industry, leading to substantial delays in the audit adjudication process, particularly in administrative law appeals. At March 31, 2014 and December 31, 2013, we had approximately $17.1 million and $15.2 million of claims subject to pending Medicare ~~audits.~~

~~Cash Flows~~audits, respectively.

Net cash provided byby/(used in) operating activities was ~~$68.5~~($10.0) million for the ~~nine month period~~three months ended ~~September 30, 2013~~March 31, 2014 compared to ~~$59.0~~$2.2 million for the same period in the prior year. The ~~increase~~decrease in cash provided by operating activities in the current year resulted primarily from ~~improved cash earnings along with~~decreased net ~~decrease in cash used for changes in operating assets~~income, build-up of inventory, and ~~liabilities.~~prepayment of estimated 2014 income tax expense.

Net cash used in investing activities was ~~$25.5~~$29.8 million for the ~~nine month period~~three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~$42.3~~$5.3 million in the prior year. In the first ~~nine~~three months of ~~2013,~~2014, we ~~purchased five O&P~~acquired seven companies for ~~$5.7~~$19.2 million, net of cash ~~acquired.~~acquired, made property, plant and equipment purchases of a net $8.3 million, and purchased $2.3 million of company owned life insurance. During the same period in ~~2012, we acquired 14 patient care clinics for $14.3 million, net of cash acquired. Additionally, in~~ 2013, we ~~invested $27.5 million in capital assets, compared to $24.9 million for the same period in 2012.~~did not acquire O&P companies and made property, plant and equipment purchases of a net $5.3 million.

Net cash provided by/(used inin) financing activities was ~~$55.1~~$85.5 million and ~~$4.0~~($1.1) million for the ~~nine month periods~~quarters ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively. ~~For~~During the ~~nine month period ended September 30, 2013~~first quarter of 2014 we: (i) borrowed ~~$225.0~~$125.0 million ~~related to term loan borrowings; (ii) repaid $294.7 million related to term loan borrowings; (iii) borrowed $163.0 million under~~from our revolving credit ~~agreement; (iv)~~facility; (ii) repaid ~~$137.0~~$38 million ~~under the~~to our revolving credit ~~agreement; (v)~~facility; (iii) received $1.9 million of proceeds from the exercise of stock options issued under employee stock compensation plans; (iv) made ~~$9.2~~$1.6 million of required repayments of promissory notes issued in connection with acquisitions (“Seller Notes”); and ~~(vi) received $1.6~~(v) repaid $1.4 million related to term loan borrowings under our credit facilities.

Table of ~~proceeds from employee stock compensation plan awards. For~~Contents

During the ~~nine month period ended September 30, 2012~~first quarter of 2013 we: (i) repaid ~~$2.9~~$0.8 million related to term loan borrowings under our credit facilities; (ii) made ~~$3.4~~$1.4 million of required repayments of promissory notes issued in connection with ~~acquisitions (“Seller Notes”);~~acquisitions; and (iii) received ~~$2.2~~$1.2 million of proceeds from the exercise of stock options issued under employee stock compensation ~~plan awards.~~

~~Debt~~

~~Long-term debt consisted of the following:~~

~~Refinancing~~

~~Table of Contents~~

~~Revolving Credit Facility~~

The $200.0 million Revolving Credit Facility matures on June 17, 2018 and bears interest at LIBOR plus 1.75%, or the applicable rate (as defined in the Credit Agreement). As of September 30, 2013, the Company had $170.4 million available under this facility. The amounts outstanding under the Revolving Credit Facility as of September 30, 2013 were $26.0 million, net of standby letters of credit of approximately $3.6 million. The obligations under the Revolving Credit Facility are senior obligations, are guaranteed by the Company’s subsidiaries, and are secured by a first priority perfected security interest in all of the Company’s assets, all the assets of the Company’s subsidiaries and the equity interests of the Company’s subsidiaries.

~~Term Loan~~

The Term Loan Facility, of which $223.6 million is outstanding, matures on June 17, 2018 and bears interest at LIBOR plus 1.75%, or the applicable rate (as defined in the Credit Agreement). Quarterly principal payments ranging from 0.625% to 3.750% are required throughout the life of the Term Loan, commencing September 30, 2013. From time to time, mandatory prepayments may be required as a result of certain additional debt incurrences, certain asset sales, or other events as defined in the Credit Agreement. No such mandatory prepayments were required during the third quarter of 2013. The obligations under the Term Loan Facility are senior obligations, are guaranteed by the Company’s subsidiaries, and are secured by a first priority perfected security interest in all of the Company’s assets, all the assets of the Company’s subsidiaries and the equity interests of the Company’s subsidiaries.

71/8~~% Senior Notes~~

~~The 7~~ 1/8 % Senior Notes mature November 15, 2018 and are senior indebtedness, which is guaranteed on a senior unsecured basis by all of the Company’s subsidiaries. Interest is payable semi-annually on May 15 and November 15 of each year.

On or prior to November 15, 2013, the Company may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 107.125% of the principal amount thereof additional interest to the redemption date with the proceeds of a public offering of its equity securities. Also, prior to November 15, 2014, the Company may redeem all or some of the notes at a redemption price of 103.6% all to interest that would have become due from the redemption date through November 15, 2014. On or after November 15, 2014, the Company may redeem all or a part of the notes with a premium, as described in further detail in the Company’s Annual Report on form 10-K for the year ended December 31, 2012.

~~Subsidiary Guarantees~~

~~The Revolving Credit Facility, Term Loan Facilities and the 7~~ 1/8 % Senior Notes are guaranteed by all of the Company’s subsidiaries. Separate condensed consolidating information is not included as the parent company does not have independent assets or operations. The guarantees are full and unconditional and joint and several. There are no restrictions on the ability of the Company’s subsidiaries to transfer cash to the Company or to co-guarantors.

~~Debt Covenants~~

The terms of the Senior Notes, the Revolving Credit Facility, and the Term Loan Facility limit the Company’s ability to, among other things, purchase capital assets, incur additional indebtedness, create liens, pay dividends on or redeem capital stock, make certain investments, make restricted payments, make certain dispositions of assets, engage in transactions with affiliates, engage in certain business activities, and engage in mergers, consolidations and certain sales of assets. The credit agreement requires compliance with various covenants including but not limited to (i) minimum consolidated interest coverage ratio of 3.50:1.00 and (ii) maximum total leverage ratio of 4.00:1.00. As of September 30, 2013, the Company was in compliance with all covenants under these debt agreements.plans.

General

As of ~~September 30, 2013, $249.6~~March 31, 2014, $332.8 million, or ~~53.0%~~59.2%, of our total debt of ~~$471.1~~$561.9 million was subject to variable interest ~~rates based on a LIBOR plus 1.75%.~~rates. We believe that, based on current levels of operations and anticipated growth, cash generated from operations, together with other available sources of liquidity, including borrowings available under the Revolving Credit Facility, will be sufficient for at least the next twelve months to fund ~~our operations including~~ anticipated capital expenditures, to fund our acquisition plans and to make required payments of principal and interest on our debt, including payments due on our outstanding debt.

Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of ~~September 30, 2013~~March 31, 2014 (unaudited):

~~Table of Contents~~

	Payments Due by Period														Payments Due by Period
(In thousands)	Remainder of 2013		2014		2015		2016		2017		Thereafter		Total		Remainder of 2014		2015		2016		2017		2018		Thereafter		Total

Long-term debt	$	2,973	$	16,516	$	21,605	$	22,979	$	28,626	$	378,358	$	471,057	$	13,503	$	24,730	$	26,058	$	31,757	$	464,960	$	927	561,935
Interest payments on long-term debt (1)	8,330		19,021		18,559		18,048		17,537		14,381		95,876		17,968		19,148		18,842		18,652		15,726		25		90,361
Operating leases	12,547		43,750		32,913		25,726		19,841		38,554		173,331		36,057		37,571		29,906		22,949		15,650		27,934		170,067
Capital leases	120		619		628		649		589		1,935		4,540		1,697		2,280		2,290		2,343		2,214		9,536		20,360
Other long-term obligations (2)	4,788		13,621		10,056		2,878		2,752		230		34,325		12,295		10,013		3,325		3,024		1,907		9,091		39,655
Total contractual cash obligations	$	28,758	$	93,527	$	83,761	$	70,280	$	69,345	$	433,458	$	779,129	$	81,520	$	93,742	$	80,421	$	78,725	$	500,457	$	47,513	$	882,378

(1)Interest projections were based on the assumptions that the future interest rate for the ~~Revolving Credit Facility and~~ Term Loan will remain at the current rate of ~~1.93%.~~1.9%, which is the Company’s estimate for such period based on current and projected LIBOR rates.

(2)Other long-term obligations include commitments under our SERP plan in addition to IT and telephone contracts. Refer to Note K of the Company’s Annual Report on Form 10-K for additional disclosure on the SERP plan.

Forward Looking Statements

This report contains forward-looking statements setting forth our beliefs or expectations relating to future revenues, contracts and operations, and certain legal proceedings. Actual results may differ materially from projected or expected results due to changes in the demand for our O&P products and services, ~~uncertainties relating to the results of operations or recently acquired O&P patient care clinics,~~ our ability to enter into and derive benefits from managed-care contracts, our ability to successfully attract and retain qualified O&P clinicians, federal laws governing the health-care industry, ~~uncertainties inherent in incomplete investigations and legal proceedings,~~ governmental policies affecting O&P operations and other risks and uncertainties generally affecting the health-care industry. Readers are cautioned not to put undue reliance on forward-looking statements. Refer to risk factors disclosed in Part II, Item 1A of this filing as well as the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 for discussion of risks and uncertainties. We disclaim any intent or obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

Our future financial result is subject to a variety of risks, including interest rate risk. As of ~~September 30, 2013,~~March 31, 2014, the interest expense arising from the ~~$249.6~~$332.8 million of outstanding borrowings under both our Term ~~Loan Facility~~loan facility and our Revolver are subject to variable interest rates, partially offset by interest income subject to variable interest rates generated from our ~~$2.5~~$51.6 million of cash equivalents. As of ~~September 30, 2013,~~March 31, 2014, we had ~~$221.5~~$229.1 million of fixed rate debt which includes our 7 1/8 % Senior ~~Notes~~notes and Subordinated ~~Seller Notes.~~seller notes.

Presented below is an analysis of our financial instruments as of ~~September 30, 2013~~March 31, 2014 that are sensitive to changes in interest rates. The table demonstrates the changes in estimated annual cash flow related to the outstanding balance under the Revolving and Term Loan ~~Facilities,~~Facility, calculated for an instantaneous parallel shift in interest rates, plus or minus 50 basis points (“BPS”), 100 BPS and 150 BPS. As of ~~September 30, 2013,~~March 31, 2014, the interest rate on the Revolving and Term ~~Loan~~loan facilities was ~~1.93%~~1.90% based on a LIBOR rate of ~~0.18%~~0.15% and the applicable margin of 1.75%.

Annual Interest Expense Given an Interest
Rate Decrease of X Basis Points

No Change
in Interest

Annual Interest Expense Given an
Interest Rate Increase of X Basis Points

Cash Flow Risk

(150 BPS)

(100 BPS)

(50 BPS)

Rates

50 BPS

100 BPS

150 BPS

(In thousands)

Revolving and Term Loan

$
4,375

$
4,380

$
4,385

$
4,832

$
6,068

$
7,303

$
8,539

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Cash Flow Risk	Annual Interest Expense Given an Interest Rate Decrease of X Basis Points						No Change in Interest Rates		Annual Interest Expense Given an Interest Rate Increase of X Basis Points
(In thousands)	(150 BPS)		(100 BPS)		(50 BPS)				50 BPS		100 BPS		150 BPS
Interest Expense	$	6,266	$	6,561	$	6,856	$	7,546	$	8,952	$	10,358	$	11,764

ITEM 4.Controls and Procedures

Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed ~~by it~~ in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed in the reports filed under the Exchange Act was accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were not effective as of ~~September 30, 2013~~March 31, 2014 as a result of the following material ~~weakness~~weaknesses in our internal controls over financial ~~reporting relating~~reporting. Specifically, the Company did not design and/or maintain effective controls over i) raw materials to ensure items are priced using the first in first out method resulting from the identification of inaccurate prices utilized in the valuation of our inventory quantities on hand based on physical observation; ii) the accuracy of the stage of completion in valuing work-in-process inventory resulting from the identification of data input errors from our physical inventory observation used in the valuation of our work-in-process inventory; and iii) certain key assumptions used in the valuation of work-in-process inventory resulting from the identification of inaccurate or imprecise data used in the development of these assumptions. Additional details are discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2013, under Part II, Item ~~9A. The Company has implemented remediation procedures as described in further detail in the following paragraph.~~

~~Table of Contents~~9-A.

Status of Remediation of Material ~~Weakness~~Weaknesses

As of ~~September 30, 2013, we have implemented procedures designed to address~~March 31, 2014, the material ~~weakness~~weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2012 related~~2013, as listed above, are not remediated. These material weaknesses relate to the ~~proper valuation~~Company’s annual physical inventory, and therefore the Company will not be able to verify remediation until the fourth quarter of ~~work-in-process inventory. Management has implemented additional quarterly reviews, analysis and calculations surrounding the valuation~~2014 after completion of the ~~work-in-process~~annual physical inventory ~~to account for~~at Hanger Clinic, at the ~~changing sales volume from period~~earliest. The Company is working to ~~period. Management believes these measures will~~ remediate the material ~~weakness identified in~~weaknesses and has begun by taking steps to plan and implement additional measures to remediate the ~~Form 10-K Annual report.~~underlying causes of the material weaknesses. The additional measures are primarily the continued development and implementation of formal policies, improved processes and documentation of procedures and controls, additional training of finance and operational personnel, the hiring of additional finance personnel and the engagement of external subject matter experts. The Company’s actions are subject to ongoing senior management review, as well as audit committee oversight. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determine to take additional measures to address this material ~~weakness~~weaknesses or determine to modify the remediation steps described above.

Changes in Internal Control Over Financial Reporting

In accordance with Rule 13a-15(d) under the Securities Exchange Act of 1934, management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, determined that there were no changes in the Company’s internal control over financial reporting, beyond those in-process remediation ~~processes~~efforts discussed above, that occurred during the three months ended ~~September 30, 2013,~~March 31, 2014, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

ITEM 1. LEGAL ~~PROCEEDINGS.~~PROCEEDINGS

We are subject to legal proceedings and claims which arise from time to time in the ordinary course of our business, including additional payments under business purchase agreements. In the opinion of our management, the amount of ultimate liability, if any, with respect to these actions will not have a materially adverse effect on the financial position, liquidity or results of our operations.

We are in a highly regulated industry and receive regulatory agency inquiries from time to time in the ordinary course of our business, including inquiries relating to our billing activities. To date these inquiries have not resulted in material liabilities, but no assurance can be given that future regulatory agencies’ inquiries will be consistent with the results to date or that any discrepancies identified during a regulatory review will not have a material adverse effect on our consolidated financial statements.

On May 20, 2013, the Staff of the ~~SEC’s~~ Division of Enforcement of the Securities and Exchange Commission (the “SEC”) informed usthe Company that it was conducting an investigation of the Company and made a request for a voluntary production of documents and information concerning ~~our~~the Company’s calculations of bad debt expense and allowance for doubtful ~~accounts. We are cooperating fully with~~accounts. The Company cooperated in the investigation. By letter dated April 14, 2014 the Staff informed the Company that it had concluded its investigation, and that based on the information the Staff had as of that date, the Staff did not intend to recommend an enforcement action by the SEC ~~Staff.~~against the Company. The information in the Staff’s letter was provided under the guidelines set out in the final paragraph of Securities Act Release No. 5310.

ITEM 1A. RISK FACTORS.

Part I, Item 1A (“Risk Factors”) of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results. Those risk factors continue to be relevant to an understanding of the Company’s business, financial condition and operating results. Certain of those risk factors have been updated in this Form 10-Q to provide updated information, as set forth below. References to “we,” “our” and “us” in these risk factors refer to the Company.

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Changes in government reimbursement levels could adversely affect our net sales, cash flows and profitability.

We derived ~~40.5%~~38.7% and ~~40.8%~~40.2% of our net sales for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, from reimbursements for O&P services and products from programs administered by Medicare, Medicaid and the U.S. Department of Veterans Affairs. Each of these programs set maximum reimbursement levels for O&P services and products. If these agencies reduce reimbursement levels for O&P services and products in the future, our net sales could substantially decline. In addition, the percentage of our net sales derived from these sources may increase as the portion of the U.S. population over age 65 continues to grow, making us more vulnerable to reimbursement reductions by these organizations. Reduced government reimbursement levels could result in reduced private payor reimbursement levels because fee schedules of certain third-party payors are indexed to Medicare. Furthermore, the healthcare industry is experiencing a trend towards cost containment as government and other third-party payors seek to impose lower reimbursement rates and negotiate reduced contract rates with service providers. This trend could adversely affect our net sales. For example, a number of states have reduced their Medicaid reimbursement rates for O&P services and products, or have reduced Medicaid eligibility, and others are in the process of reviewing Medicaid reimbursement policies generally, including for prosthetic and orthotic devices. Additionally, Medicare provides for reimbursement for O&P products and services based on prices set forth in fee schedules for ten regional service areas. Medicare prices are adjusted each year based on the Consumer Price Index— Urban (“CPIU”) unless Congress acts to change or eliminate the adjustment. The Medicare price increases/(decreases) for 2014, 2013 and 2012 ~~and 2011~~ were 1.0%, 0.8%, and 2.4%, ~~and (0.1%)~~ respectively. The Patient Protection and Affordable Care Act, Pub. L. No. 111-148, March 23, 2010 (“PPACA”) changed the Medicare inflation factors applicable to O&P (and other) suppliers.

~~Table of Contents~~

The annual updates for years subsequent to 2011 are based on the percentage increase in the CPI-U for the 12-month period ending with June of the previous year. Section 3401(m) of PPACA required that for 2011 and each subsequent year, the fee schedule update factor based on the CPI-U for the 12-month period ending with June of the previous year is to be adjusted by the annual economy-wide private nonfarm business multifactory productivity (“the MFP Adjustment”). The MFP Adjustment may result in that percentage increase being less than zero for a year and may result in payment rates for a year being less than such payment rates for the preceding year. CMS has not yet issued a final rule implementing these adjustments for years beyond 2011, but has indicated in a proposed rule that it will do so as part of the annual program instructions to the O&P fee schedule updates. See 75 Fed. Reg. 40040, 40122, et seq. (July 13, 2010). If the U.S. Congress were to legislate additional modifications to the Medicare fee schedules, our net sales from Medicare and other payors could be adversely and materially affected.

The Budget Control Act of 2011 required, among other things, mandatory across-the-board reductions in Federal spending, or “sequestration.” While delayed by the American Taxpayer Relief Act of 2012, President Obama issued a sequestration order on March 1, 2013. For services provided on or after April 1, 2013, Medicare fee-for-service claim payments, including those for DMEPOS (durable medical equipment (DME), prosthetics, orthotics and ~~supplies,)~~supplies) as well as claims under the DME Competitive Bidding Program, are reduced by 2 percent. This is a claims payment adjustment with limited impact on the Company (approximately ~~$1.7~~$0.9 million ~~through September 30, 2013)~~ for three months ending March 31, 2014); no permanent reductions in the Medicare DMEPOS fee schedule have been made as a result of sequestration, therefore reimbursements from Medicaid, the VA and commercial payers who use the Medicare fee schedule as a basis for reimbursement have not been impacted.

In addition to the risks to our Patient Care segment businesses discussed above, changes in government reimbursement levels could also adversely affect the net sales, cash flows and profitability of our Products & Services segment business. In particular, a significant majority of ~~ACP’s~~ sales at ACP involve devices and related services provided to skilled nursing facilities (SNFs) and similar businesses. Reductions in government reimbursement levels to SNFs could cause such SNFs to reduce or cancel their use of ACP’s devices and modalities, negatively impacting net sales, cash flows and profitability. For example in July 2011 CMS announced an across the board reduction of approximately 10% in SNF reimbursement levels, negatively impacting the demand for ACP’s devices and treatment modalities. We cannot predict whether any other modifications to reimbursement levels will be implemented, or if implemented what form any modifications might take.

~~Our substantial indebtedness could impair our financial condition~~We face periodic reviews, audits and ~~our ability to fulfill our obligations~~investigations under our ~~indebtedness.~~contracts with federal and state government agencies, and these audits could have adverse findings that may negatively impact our business.

We ~~have substantial debt. As of September 30, 2013,~~contract with various federal and state governmental agencies to provide O&P services. Pursuant to these contracts, we ~~had approximately $471.1 million of total indebtedness~~are subject to various governmental reviews, audits and ~~$26.0 million borrowed under~~investigations to verify our ~~Revolving Credit Facility.~~

~~The level of our indebtedness~~compliance with the contracts and applicable laws and regulations. Any adverse review, audit or investigation could ~~have important consequences to us. For example, our substantial indebtedness could:~~result in:

· ~~make it more difficult for us~~refunding of amounts we have been paid pursuant to ~~satisfy~~ our ~~obligations;~~government contracts;

· ~~increase our vulnerability to adverse general economic~~imposition of fines, penalties and ~~industry conditions;~~other sanctions on us;

· ~~require us to dedicate a substantial portion~~loss of our ~~cash flow from operations~~right to ~~payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate requirements;~~participate in various federal programs;

·~~limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;~~

·~~place us at a competitive disadvantage compared to our competitors that have proportionately less debt;~~

·~~make it more difficult for us to borrow money for working capital, capital expenditures, acquisitions or other purposes;~~

·~~limit our ability to refinance indebtedness, or the associated costs may increase; and~~

·~~expose us to the risk of increased interest rates with respect to that portion of our debt that has a variable rate of interest.~~

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·damage to our reputation in various markets; or

·material and/or adverse effects on our business, financial condition and results of operations.

In recent years we have seen a significant increase in Medicare audits, including Recovery Audit Contractor or RAC audits, Comprehensive/Error Rate Testing or CERT audits and Medicare Administrative Contractor (MAC) prepayment audits. Additionally, substantial delays have developed in the audit adjudication process, particularly in administrative law appeals. At March 31, 2014 and December 31, 2013, we had approximately $17.1 million and $15.2 million of claims subject to pending Medicare audits, respectively. Through December 31, 2013, our success rate on these audits at final adjudication (the Administrative Law Judge hearing) was approximately 90%. Nevertheless, Medicare audits could have a material and adverse effect on our business financial condition and result of operations, particularly if our success rate at final adjudication were to decline.

ITEM 6.Exhibits

(a) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Document

10.1		Letter Agreement, dated April 7, 2014, among George E. McHenry, the Company and Hanger Prosthetics & Orthotics, Inc. (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on April 7, 2014).

31.1		Written Statement of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Written Statement of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from the Company’s Quarterly Report on Form 10-Q, for the period ended ~~September 30, 2013,~~March 31, 2014, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows, (iv) Notes to Consolidated Financial Statements (1)

(1)Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Table of Contents

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, INC.


Dated: ~~November 8, 2013~~May 9, 2014	/s/Vinit K. Asar
	Vinit K. Asar
	President and
	Chief Executive Officer
	(Principal Executive Officer)


Dated: ~~November 8, 2013~~May 9, 2014	/s/George E. McHenry
	George E. McHenry
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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	Three Months Ended March 31, 2013				Three Months Ended June 30, 2013				Six Months Ended June 30, 2013
	As Previously				As Previously				As Previously
(in thousands)	Reported		As Revised		Reported		As Revised		Reported			As Revised

Consolidated Statements of Income and Comprehensive Income
Net sales	$	233,535	$	229,350	$	273,735	$	267,798	$	507,270		$	497,148
Other operating expenses*	$	43,843	$	39,658	$	54,959	$	49,022	$	98,802		$	88,680

Consolidated Statements of Cash Flows
Provision for doubtful accounts	$	5,229	$	1,657					$	14,905		$	4,591
Change in accounts receivable	$	3,644	$	7,216					$	(18,026	)	$	(7,712	)

	Three Months Ended March 31, 2012				Three Months Ended June 30, 2012				Six Months Ended June 30, 2012						Three Months Ended September 30, 2012
	As Previously				As Previously				As Previously						As Previously
(in thousands)	Reported		As Revised		Reported		As Revised		Reported			As Revised			Reported		As Revised

Consolidated Statements of Income and Comprehensive Income
Net sales	$	218,091	$	214,355	$	251,754	$	247,902	$	469,845		$	462,257		$	243,503	$	242,536
Other operating expenses*	$	40,219	$	36,483	$	51,256	$	47,404	$	91,475		$	83,887		$	42,177	$	41,210
Consolidated Statement of Cash Flows
Provision for doubtful accounts	$	4,723	$	907					$	12,925		$	4,462
Change in accounts receivable	$	851	$	4,667					$	(16,190	)	$	(7,727	)

	Nine Months Ended September 30, 2012
(in thousands, except per share amounts)	As Previously Reported			As Revised

Consolidated Statements of Income and Comprehensive Income
Net sales	$	713,349		$	704,794
Material costs	$	210,107		$	212,706
Personnel costs	$	251,189		$	248,723
Other operating expenses	$	135,566		$	125,099
Income from operations	$	91,055		$	92,834
Income before taxes	$	67,843		$	69,622
Provision for income taxes	$	25,558		$	26,257
Net income	$	42,285		$	43,365
Basic earnings per share	$	1.24		$	1.27
Diluted earnings per share	$	1.21		$	1.25

Consolidated Statement of Cash Flows
Provision for doubtful accounts	$	15,926		$	6,580
Change in accounts receivable	$	(19,612	)	$	(10,266	)

	Year Ended December 31, 2010						Year Ended December 31, 2011						Year Ended December 31, 2012
(in thousands)	As Previously Reported			As Revised			As Previously Reported			As Revised			As Previously Reported			As Revised

Consolidated Statements of Income and Comprehensive Income
Net Sales	$	817,379		$	808,766		$	918,539		$	907,794		$	985,550		$	974,429
Other operating expenses	$	165,158		$	156,545		$	177,910		$	167,165		$	188,868		$	177,747

Consolidated Statements of Cash Flows
Provision for doubtful accounts	$	20,276		$	7,252		$	24,837		$	9,396		$	19,773		$	9,589
Change in accounts receivable	$	(31,041	)	$	(18,017	)	$	(42,024	)	$	(26,583	)	$	(40,443	)	$	(30,259	)

Year (In thousands)	Classification	Balance at beginning of year		Additions Charged to Costs and Expenses		Write-offs		Balance at end of year
2012	Allowance for doubtful accounts
	Previously reported	$	22,028	$	19,773	$	20,422	$	21,379
	Revised	$	7,236	$	9,589	$	9,299	$	7,526

2011	Allowance for doubtful accounts
	Previously reported	$	16,686	$	22,101	$	16,759	$	22,028
	Revised	$	5,153	$	9,396	$	7,313	$	7,236

2010	Allowance for doubtful accounts
	Previously reported	$	10,526	$	20,276	$	14,116	$	16,686
	Revised	$	4,286	$	7,252	$	6,385	$	5,153

	Annual Interest Expense Given an Interest Rate Decrease of X Basis Points						No Change in Interest		Annual Interest Expense Given an Interest Rate Increase of X Basis Points
Cash Flow Risk	(150 BPS)		(100 BPS)		(50 BPS)		Rates		50 BPS		100 BPS		150 BPS
(In thousands)
Revolving and Term Loan	$	4,375	$	4,380	$	4,385	$	4,832	$	6,068	$	7,303	$	8,539