10-Q 1 a09-11505_110q.htm 10-Q

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 March 31, 2009

OR

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 ORTHOPEDIC GROUP, INC.

(Exact name of registrant as specified in its charter)

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

Two Bethesda Metro Center, Suite 1200, Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(301) 986-0701

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

Indicate by check 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 o 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 o		Accelerated filer x
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 April 27, 2009, 31,165,130 shares of common stock, $.01 par value per share, were outstanding.

HANGER ORTHOPEDIC GROUP, INC.

INDEX

		Page No.

Part I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets — March 31, 2009 (unaudited) and December 31, 2008		1

Unaudited Consolidated Statements of Operations for the Three Months ended March 31, 2009 and 2008		3

Unaudited Consolidated Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008		4

Notes to Consolidated Financial Statements (Unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

Part II.	OTHER INFORMATION

Item 1A.	Risk Factors	47

Item 6.	Exhibits	49

SIGNATURES		50

Certifications of Chief Executive Officer and Chief Financial Officer

HANGER ORTHOPEDIC GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31,		December 31,
	2009		2008
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	51,933	$	58,413
Short-term investments	4,976		4,968
Accounts receivable, less allowance for doubtful accounts of $6,960 and $6,099 in 2009 and 2008, respectively	96,076		99,861
Inventories	87,319		85,960
Prepaid expenses, other assets and income taxes receivable	14,765		12,512
Deferred income taxes	12,643		12,312
Total current assets	267,712		274,026

PROPERTY, PLANT AND EQUIPMENT
Land	909		949
Buildings	4,776		4,967
Furniture and fixtures	13,793		13,310
Machinery and equipment	34,355		32,070
Leasehold improvements	48,934		47,579
Computer and software	68,314		67,802
Total property, plant and equipment, gross	171,081		166,677
Less accumulated depreciation	121,780		115,943
Total property, plant and equipment, net	49,301		50,734

INTANGIBLE ASSETS
Excess cost over net assets acquired	475,412		470,411
Patents and other intangible assets, net	5,733		5,072
Total intangible assets, net	481,145		475,483

OTHER ASSETS
Debt issuance costs, net	7,033		7,482
Other assets	3,431		6,025
Total other assets	10,464		13,507

TOTAL ASSETS	$	808,622	$	813,750

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

HANGER ORTHOPEDIC GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31,			December 31,
	2009			2008
	(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Current portion of long-term debt	$	4,280		$	3,794
Accounts payable	13,861			18,764
Accrued expenses	17,710			16,810
Accrued interest payable	6,497			2,074
Accrued compensation related costs	15,194			32,336
Total current liabilities	57,542			73,778

LONG-TERM LIABILITIES
Long-term debt, less current portion	418,654			418,530
Deferred income taxes	33,741			33,166
Other liabilities	22,822			21,410
Total liabilities	532,759			546,884

COMMITMENTS AND CONTINGENCIES (Note H)

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value; 60,000,000 shares authorized, 32,762,747 shares and 32,513,190 shares issued and outstanding in 2009 and 2008, respectively	328			325
Additional paid-in capital	226,057			221,623
Accumulated other comprehensive income	(4,451		)	(4,497		)
Retained earnings	54,585			50,071
	276,519			267,522
Treasury stock at cost (141,154 shares)	(656		)	(656		)
Total shareholders’ equity	275,863			266,866

TOTAL LIABILITIES AND AND SHAREHOLDERS’ EQUITY	$	808,622		$	813,750

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

HANGER ORTHOPEDIC GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

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

(Unaudited)

	2009		2008

Net sales	$	169,146	$	157,656
Cost of materials sold	51,049		46,722
Personnel costs	64,059		60,340
Other operating expenses	34,451		32,214
Depreciation and amortization	4,456		4,181
Income from operations	15,131		14,199

Interest expense	7,607		8,258
Income before income taxes	7,524		5,941

Provision for income taxes	3,009		2,376
Net income	4,515		3,565

Preferred stock dividend-Series A Convertible Preferred Stock	—		416
Net income applicable to common stock	$	4,515	$	3,149

Basic Per Common Share Data
Net income applicable to common stock	$	0.15	$	0.14
Shares used to compute basic per common share amounts	30,926,725		22,880,973

Diluted Per Common Share Data
Net income applicable to common stock	$	0.14	$	0.12
Shares used to compute diluted per common share amounts	31,955,851		30,661,996

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

HANGER ORTHOPEDIC GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

(Dollars in thousands)

(Unaudited)

	2009			2008

Cash flows from operating activities:
Net income	$	4,515		$	3,565
Adjustments to reconcile net income to net cash used in operating activities:

(Gain) loss on disposal of assets	(124		)	21
Provision for bad debt	3,785			3,589
Provision for deferred income taxes	213			(208		)
Depreciation and amortization	4,456			4,181
Amortization of debt issuance costs	455			455
Compensation expense on stock options and restricted stock	1,751			1,057
Changes in assets and liabilities, net of effects of acquired companies:
Accounts receivable	294			3,101
Inventories	(1,013		)	(1,282		)
Prepaid expenses, other current assets, and income taxes receivable	(1,959		)	(3,210		)
Other assets	35			(60		)
Accounts payable	(4,957		)	(2,698		)
Accrued expenses, accrued interest payable, and income taxes payable	4,956			3,835
Accrued compensation related costs	(17,176		)	(20,937		)
Other liabilities	1,053			1,133
Net cash used in operating activities	(3,716		)	(7,458		)

Cash flows from investing activities:
Purchase of property, plant and equipment (net of acquisitions)	(2,827		)	(3,090		)
Acquisitions and contingent purchase price (net of cash acquired)	(2,083		)	(1,920		)
Proceeds from sale of property, plant and equipment	303			5
Net cash used in investing activities	(4,607		)	(5,005		)

Cash flows from financing activities:
Repayment of term loan	—			(575		)
Scheduled repayment of long-term debt	(540		)	(718		)
Proceeds from issuance of Common Stock	2,383			181
Preferred stock dividends paid	—			(416		)
Net cash provided by (used in) financing activities	1,843			(1,528		)

Decrease in cash and cash equivalents	(6,480		)	(13,991		)
Cash and cash equivalents, at beginning of period	58,413			26,938
Cash and cash equivalents, at end of period	$	51,933		$	12,947

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

HANGER ORTHOPEDIC GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — BASIS OF PRESENTATION

The unaudited interim consolidated financial statements as of and for the three months ended March 31, 2009 and 2008 have been prepared by 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) necessary for a fair statement for the periods presented. 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 accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results to be expected for the full fiscal year.

These consolidated financial statements should be read in conjunction with the consolidated financial statements of Hanger Orthopedic Group, Inc. (the “Company”) and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2008, filed by the Company with the SEC.

NOTE B — SIGNIFICANT ACCOUNTING PRINCIPLES

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.

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. At various times throughout the year, the Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements (“SFAS 157”), which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy by which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1 quoted prices in active markets for identical assets or liabilities;

Level 2 quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability;

Level 3 unobservable inputs, such as discounted cash flow models and valuations.

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.

Effective January 1, 2009, the Company adopted FSP No. FAS 157-2, Effective Date of FASB Statement No. 157 (“SFAS 157-2”) in regards to the application of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. As of March 31, 2009, there has been no impact to the Company’s financial statements related to the application of SFAS 157 for non-financial assets and liabilities.

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standard No. 159, or SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Fair Value Measurements (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value (continued)

The following is a listing of the Company’s assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of March 31, 2009 and December 31, 2008, respectively:

March 31, 2009
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Current Assets
Marketable Securities	$	45,251	$	—	$	—	$	45,251
Auction Rate Securities	—		—		4,239		4,239
Rights on auction rate securities	—		—		737		737

Other Assets
Auction rate securities	—		—		1,580		1,580

	$	45,251	$	—	$	6,556	$	51,807

	Level 1		Level 2		Level 3		Total
Liabilities
Current Liabilities
Interest rate swaps	$	—	$	4,059	$	—	$	4,059

Other Liabilities
Interest rate swaps	—		3,186		—		3,186

	$	—	$	7,245	$	—	$	7,245

December 31, 2008
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Current Assets
Marketable Securities	53,962		—		—		53,962
Auction Rate Securities	—		—		3,962		3,962
Rights on auction rate securities	—		—		1,006		1,006

Long Term Assets
Auction rate securities	—		—		1,503		1,503

	$	53,962	$	—	$	6,471	$	60,433

	Level 1		Level 2		Level 3		Total
Liabilities
Current Liabilities
Interest rate swaps	—		3,711		—		3,711

Long Term Liabilities
Interest rate swaps	—		3,526		—		3,526

	$	—	$	7,237	$	—	$	7,237

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value (continued)

During the three months ended March 31, 2009, assets and liabilities that were valued using level 3 inputs had the following activity:

	Auction Rate Securities		Rights			Total

Balance as of December 31, 2008	$	5,465	$	1,006		$	6,471
Total unrealized gains (losses)
Included in earnings	277		(269		)	8
Included in other comprehensive income	77		—			77
Purchases, issuances, and settlements	—		—			—
Transfers in and/or out of Level 3	—		—			—
Balance as of March 31, 2009	$	5,819	$	737		$	6,556

Investments

Investment securities available-for-sale consist of auction rate securities accounted for in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“FAS 115”). Available-for-sale securities are reported at fair value with unrealized gains and losses excluded from earnings and reported in shareholders’ equity. Under FAS 115, securities purchased to be held for indeterminate periods of time and not intended at the time of purchase to be held until maturity are classified as available-for-sale securities with any unrealized gains and losses reported as a separate component of accumulated other comprehensive loss. We continually evaluate whether any marketable investments have been impaired and, if so, whether such impairment is temporary or other than temporary.

Our investments consist of two auction rate securities (“ARS”) with a credit rating of either AAA or BBB as of March 31, 2009. ARS are securities that are structured with short-term interest rate reset dates which generally occur every 28 days and are linked to LIBOR. At the reset date, investors can attempt to sell via auction or continue to hold the securities at par. As of March 31, 2009, both investments failed at auction due to sell orders exceeding buy orders. The Company’s ARS are reported at fair value.

The fair values of our ARS were estimated through use of discounted cash flow models. These models consider, among other things, the timing of expected future successful auctions, collateralization of underlying security investments and the credit worthiness of the issuer. Since these inputs were not observable, they are classified as level 3 inputs under the fair value accounting rules discussed above under “Fair Value”. As a result of the lack of liquidity in the ARS market and not as a result of the quality of the underlying collateral, for the three months ended March 31, 2009, the Company recorded an unrealized gain of $0.1 million related to the ARS which has a par value of $2.5 million, a fair value of $1.6 million, and is classified as other

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investments (continued)

long term assets. This gain is reflected in other comprehensive income in our consolidated balance sheet. The funds associated with this security will not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the issuer refinances the underlying debt, or the underlying security matures.

On November 4, 2008, the Company agreed to accept Auction Rate Security Rights (“the Rights”) from UBS offered through a prospectus filed on October 7, 2008. The Rights permit the Company to sell, or put, its auction rate securities back to UBS at par value, which is $5.0 million, at any time during the period from June 30, 2010 through July 2, 2012 and to obtain a credit line from UBS collateralized by the ARS. By accepting the Rights, the Company can no longer assert that it has the intent to hold the auction rate securities until anticipated recovery. The Company has elected to classify the Rights and our investments in auction rate securities as trading securities, as defined by FAS 115. During the three months ended March 31, 2009, the Company determined the fair value of the Rights was $0.8 million and the fair value of ARS was $4.2 million. The change in the fair value of the Rights and the ARS for the three months ending March 31, 2009 are reflected as components of earnings.

On April 6, 2009 the Company exercised its ability to obtain a credit line under the Rights and received proceeds of $3.6 million. The credit line allows the Company to borrow the fair market value of the ARS not to exceed its $5.0 million par value. The credit line has no net cost to the Company as it bears interest in the amount equal to the income on the ARS.

Interest Rate Swaps

The Company utilizes interest rate swaps to manage its exposures to interest rate risk associated with the Company’s variable rate borrowings. SFAS No. 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the Company’s consolidated balance sheet. In accordance with SFAS No. 133, the Company designates the interest rate swaps as cash flow hedges of variable-rate borrowings. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in earnings.

In May 2008, the Company entered into two interest rate swap agreements under which $150.0 million of the Company’s variable rate Term Loans were converted to a fixed rate of 5.4%. The agreements, which expire April 2011, qualify as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). The fair value of each interest rate swap is an estimate of the present value of expected future cash flows the Company is to receive under the applicable interest rate swap agreement. The valuation models used to determine the fair value of the interest rate swap are based upon forward yield curve of one month LIBOR (level 2 inputs), the hedged interest rate. There was no ineffectiveness relating to the interest rate swaps for the three months ended

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Interest Rate Swaps

March 31, 2009. Unrealized losses, related to the effective portion of the interest rate swap, of $6.5 million are reported in accumulated other comprehensive income, a component of shareholders’ equity. The interest rate swap current liability of $4.0 million is reported in accrued expenses, while the interest rate swap long-term liability of $3.2 million is reported in other liabilities on the Company’s balance sheet as of March 31, 2009.

Revenue Recognition

Revenues from the sale of orthotic and prosthetic devices and associated services to patients are recorded when the device is accepted by the patient, provided that (i) delivery has occurred or services have been rendered; (ii) persuasive evidence of an arrangement exists; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. Revenues on the sale of orthotic and prosthetic devices to customers by the distribution segment are recorded upon the shipment of products, in accordance with the terms of the invoice, net of merchandise returns received and the amount established for anticipated returns. Discounted sales are recorded at net realizable value. Deferred revenue represents prepaid tuition and fees received from students enrolled in our practitioner education program. Revenue at the patient-care centers segment is recorded net of all governmental adjustments, contractual adjustments and discounts. A systematic process is employed to ensure that sales are recorded at net realizable value and that any required adjustments are recorded on a timely basis. The contracting module of the Company’s centralized computerized billing system is designed to record revenue at net realizable value based on the Company’s contract with the patient’s insurance company. Updated billing information is received periodically from payors and is uploaded into the Company’s centralized contract module and then disseminated, electronically, to all patient-care centers.

Disallowed sales generally relate to billings to payors with whom the Company does not have a formal contract. In these situations the Company records the sale at usual and customary rates and simultaneously recognizes a disallowed sale to reduce the sale to net value, based on its historical experience with the payor in question. Disallowed sales may also result if the payor rejects or adjusts certain billing codes. Billing codes are frequently updated. As soon as updates are received, the Company reflects the change in its centralized billing system.

As part of the Company’s preauthorization process with payors, it validates its ability to bill the payor, if applicable, for the service provided before the delivery of the device. Subsequent to billing for devices and services, there may be problems with pre-authorization or with other insurance coverage issues with payors. If there has been a lapse in coverage, the patient is financially responsible for the charges related to the devices and services received. If the Company is unable to collect from the patient, a bad debt expense is recognized. Occasionally, a portion of a bill is rejected by a payor due to a coding error on the Company’s part and the Company is prevented from pursuing payment from the patient due to the terms of its contract with the insurance company. The Company appeals these types of decisions and is generally successful. This activity is factored into the Company’s methodology of determining the estimate for the allowance for doubtful accounts. The Company recognizes, as reduction of sales, a

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (continued)

disallowed sale for any claims that it believes will not be recovered and adjusts future estimates accordingly.

On a quarterly basis, the Company evaluates cash collections, accounts receivable balances and write-off activity to assess the adequacy of the allowance for doubtful accounts. Additionally, a Company-wide evaluation of collectibility of receivable balances older than 180 days is performed at least semi-annually, the results of which are used in the next allowance analysis. In these detailed reviews, the account’s net realizable value is estimated after considering the customer’s payment history, past efforts to collect on the balance and the outstanding balance, and a specific reserve is recorded if needed. From time to time, the Company may outsource the collection of such accounts to outsourced agencies after internal collection efforts are exhausted. In the cases when valid accounts receivable cannot be collected, the uncollectible account is written off to bad debt expense.

Inventories

Inventories, which consist principally of raw materials, work in process and finished goods, are stated at the lower of cost or market using the first-in, first-out method. For its patient-care centers segment, the Company calculates cost of goods sold in accordance with the gross profit method for all reporting periods. The Company bases the estimates used in applying the gross profit method on the actual results of the most recently completed fiscal year and other factors affecting cost of goods sold during the current reporting periods, such as a change in the sales mix or changes in the trend of purchases. Cost of goods sold during the interim periods is reconciled and adjusted when the annual physical inventory is taken. The Company treats these adjustments as changes in accounting estimates. For its distribution segment, a perpetual inventory is maintained. Management adjusts the reserve for inventory obsolescence whenever the facts and circumstances indicate that the carrying cost of certain inventory items is in excess of its market price. Shipping and handling activities are reported as part of cost of goods sold.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Equipment acquired under capital leases is recorded at the lower of fair market value or the present value of the future 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 Operations. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the related assets as follows:

NOTE B — SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Property, Plant and Equipment (continued)

Furniture and fixtures		5 years
Machinery and equipment		5 years
Computers and software		5 years
Buildings		10 to 40 years
Assets under capital leases		Shorter of 10 years or term of lease
Leasehold improvements		Shorter of 10 years or term of lease

The Company capitalizes internally developed computer software costs incurred during the application development stage, in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

Stock-Based Compensation

The Company issues options and restricted shares of common stock under two active share-based compensation plans, one for employees and the other for the Board of Directors. At March 31, 2009, 4.7 million shares of common stock were authorized for issuance under the Company’s share-based compensation plans. Shares of common stock issued under the share-based compensation plans are issued from the Company’s authorized, but unissued shares. Stock option and restricted share awards are granted at the fair market value of the Company’s common stock on the date immediately preceding the date of grant. Stock option awards vest over a period determined by the compensation plan, ranging from one to three years, and generally have a maximum term of ten years. Restricted shares of common stock vest over a period of time determined by the compensation plan, ranging from one to four years.

The Company applies the fair value recognition provisions of Statement of Financial Accounting Standards 123R, Share-Based Payment (“SFAS 123R”), which require companies to measure and recognize compensation expense for all share-based payments at fair value.

The Company adopted SFAS 123R using the modified prospective method allowed for in SFAS 123R. Under the modified prospective method, compensation expense related to awards granted prior to and unvested as of the adoption of SFAS 123R is calculated in accordance with SFAS 123, Accounting for Stock-Based Compensation (“SFAS 123”) and recognized in the statements of operations over the requisite remaining service period; compensation expense for all awards granted after the adoption of SFAS 123R is calculated according to the provisions of SFAS 123R. For the three months ended March 31, 2009 and 2008, the Company recognized $1.8 million, and $1.1 million, respectively, in compensation expense.

Compensation expense primarily relates to restricted share grants, as the amount of expense related to options is immaterial in all periods presented. The Company calculates the fair value of stock options using the Black-Scholes model. The total value of the stock option awards is expensed ratably over the requisite service period of the employees receiving the awards.

NOTE B — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 reportable segments. The description of the Company’s reportable segments and the disclosure of segment information are presented in Note L.

Income Taxes

The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007. As a result of adoption, the Company recognized a decrease of approximately $0.2 million to the January 1, 2007 retained earnings balance. As of the adoption date, the Company had gross tax affected unrecognized tax benefits of $3.3 million of which $1.1 million, if recognized, would affect the effective tax rate. Over the next 12 months the Company may recognize gross tax affected unrecognized tax benefits of up to $0.5 million, of which $0.4 million is expected to impact the effective tax rate, due to the pending expiration of the period of limitations for assessing tax deficiencies for certain income tax returns. As of the adoption date, the Company had accrued interest expense and penalties related to the unrecognized tax benefits of $0.4 million and $0.4 million, respectively. The Company recognizes interest accrued and penalties related to unrecognized tax benefits as a component of income tax expense. The Company files numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state jurisdictions. The Company is no longer subject to US Federal income tax examinations for years before 2005 and with few exceptions is no longer subject to state and local income tax examinations by tax authorities for years before 2004.

Reclassification: Consolidated Statement of Operations Presentation

The Company has revised its income statement presentation to group all personnel costs in one line-item in income from operations. Previously, personnel costs were divided between revenue producing personnel costs, which were included in costs of goods sold, and non-revenue producing personnel costs which were included in selling, general and administrative expenses. The new income statement presentation will create better transparency and comparability between current and future results, as well as provide consistency with management’s internal reporting format. The new income statement presentation does not change previously reported income from operations, net income or earnings per share for prior periods.

New Accounting Guidance

NOTE B — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Guidance (continued)

SFAS 107 (“FAS 107”), Disclosures about Fair Value of Financial Instruments, and APB Opinion No. 28 (“APB 28”), Interim Financial Reporting. FSP FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the impact FSP FAS 107-1 and APB 28-1 will have on the Company’s financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Investments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FAS 115-2 and FAS 124-2 amends previous guidance under FSP FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“FSP FAS 115-1 and FAS 124-1”). FAS 115-2 and FAS 124-2 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the impact FAS 115-2 and FAS 124-2 will have on the Company’s financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157, Fair Value Measurements (“FAS 157”), when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 amends previous guidance under FAS 157. FSP FAS 157-4 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the impact FSP FAS 157-4 will have on the Company’s financial statements.

NOTE C - SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION

The supplemental disclosure requirements for the statements of cash flows are as follows:

	Three Months Ended
	March 31,
(In thousands)	2009		2008
	(Unaudited)		(Unaudited)
Cash paid during the period for:
Interest	$	2,843	$	3,663
Income taxes	1,438		1,911

Non-cash financing and investing activities:
Unrealized gain (loss) on auction rate securities	46		(534		)
Issuance of notes in connection with acquistions	1,150		600
Issuance of restricted shares of common stock	554		94

NOTE D — ACQUISITIONS

Effective January 1, 2009, the Company adopted Statement of Financial Accounting Standard No. 141(R), Business Combinations (“SFAS 141(R)”). SFAS 141(R) provides revised guidance to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.

During the three month period ended March 31, 2009 the Company acquired one patient care center for an aggregate purchase price of $3.5 million, consisting of $2.0 million in cash, $0.8 million in promissory notes, and $0.7 million in contingent consideration payable within the next three years. The Company recorded approximately $3.3 million of goodwill and incurred approximately $0.1 million of transaction costs related to this acquisition. The results of operations for this acquisition are included in the Company’s results of operations from the date of acquisition. Pro forma results would not be materially different.

In connection with contingent consideration agreements with acquisitions completed prior to SFAS 141(R) becoming effective, the Company made payments of $0.6 million and $0.3 million during the three month periods ended March 31, 2009 and 2008, respectively. The Company has accounted for these amounts as additional purchase price, resulting in an increase in excess cost over net assets acquired. The Company estimates that it may pay up to a total of $4.7 million related to contingent consideration provisions of acquisitions in future periods.

NOTE E - GOODWILL

The Company determined that it has two reporting units with goodwill, which are the same as its reportable segments: (i) patient-care centers and (ii) distribution. The Company completes its annual goodwill impairment analysis in October. The fair value of the Company’s reporting units are primarily determined based on the income approach and considers the market and cost approach.

The activity related to goodwill for the three month period ended March 31, 2009 is as follows:

(In thousands)	Patient-Care Centers		Distribution		Total
Balance at December 31, 2008	$	432,023	$	38,388	$	470,411
Additions due to acquisitions	4,806		—		4,806
Additions due to earnouts	195				195
Balance at March 31, 2009	$	437,024	$	38,388	$	475,412

NOTE F — INVENTORIES

Inventories, which are recorded at the lower of cost or market using the first-in, first-out method, were as follows:

	March 31,		December 31,
(In thousands)	2009		2008
	(Unaudited)
Raw materials	$	31,024	$	31,021
Work-in-process	37,674		35,808
Finished goods	18,621		19,131
	$	87,319	$	85,960

NOTE G — LONG TERM DEBT

Long-term debt consists of the following:

	March 31,			December 31,
(In thousands)	2009			2008
	(Unaudited)
Revolving Credit Facility	$	15,253		$	15,253
Term Loan	223,064			223,064
10 1/4% Senior Notes due 2014	175,000			175,000
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 5.0% to 10.8%, maturing through December 2011	9,617			9,007
	422,934			422,324
Less current portion	(4,280		)	(3,794		)
	$	418,654		$	418,530

Revolving Credit Facility

The $75.0 million Revolving Credit Facility matures on May 26, 2011 and bears interest, at the Company’s option, at LIBOR plus 2.75% or a Base Rate (as defined in the credit agreement) plus 1.75%. The obligations under the Revolving Credit Facility are guaranteed by the Company’s subsidiaries and are secured by a first priority perfected interest in the Company’s subsidiaries’ shares, all of the Company’s assets and all the assets of the Company’s subsidiaries. The Revolving Credit Facility requires compliance with various covenants including but not limited to a maximum total leverage ratio and a maximum annual capital expenditures limit. As of March 31, 2009, the Company is in compliance with all such covenants. In response to the volatility in the current global credit markets, on September 26, 2008 the Company decided to validate its borrowing capacity and availability by submitting a $20.0 million borrowing request under the facility. As anticipated, Lehman Commercial Paper, Inc. (“LCPI”), a subsidiary of Lehman Brothers Holdings, Inc. (“Lehman”), failed to fund its pro-rata commitment of $4.7 million and the Company borrowed a total of $15.3 million under the facility on September 29, 2008. LCPI’s total

NOTE G - LONG-TERM DEBT (CONTINUED)

Revolving Credit Facility (continued)

commitment is $17.8 million of our total $75.0 million dollar facility. As of March 31, 2009, the Company had $37.9 million available under the revolving credit facility, net of LCPI’s $17.8 million commitment, $15.3 million already borrowed, and $4.0 million of outstanding letters of credit. At March 31, 2009, the interest rate under the Revolving Credit Facility was 3.91%.

Term Loan

The $230.0 million Term Loan matures on May 26, 2013 and requires quarterly principal and interest payments that commenced on September 30, 2006. From time to time, mandatory payments may be required as a result of capital stock issuances, additional debt incurrences, asset sales or other events as defined in the credit agreement. The obligations under the Term Loan are guaranteed by the Company’s subsidiaries and are secured by a first priority perfected interest in the Company’s subsidiaries’ shares, all of the Company’s assets and all the assets of the Company’s subsidiaries. The Term Loan is subject to covenants that mirror those of the Revolving Credit Facility. The Company secured, effective March 13, 2007, certain amendments to the Term Loan that included reducing the margin over LIBOR that the Company pays as interest under the existing Term Loan from 2.50% to 2.00%. As of March 31, 2009, the Term Loan bears interest, at the Company’s option, at LIBOR plus 2.00% or a Base Rate (as defined in the credit agreement) plus 1.00%. At March 31, 2009, the interest rate on the Term Loan was 2.52%.

Interest rate swaps

In May 2008, the Company entered into two interest rate swap agreements under which $150.0 million of the Company’s variable rate Term Loans were converted to a fixed rate of 5.4%. The agreements, which expire April 2011, qualify as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities or (“SFAS 133”). The fair value of each interest rate swap is an estimate of the present value of expected future cash flows the Company is to receive under the applicable interest rate swap agreement. The valuation models used to determine the fair value of the interest rate swap are based upon forward yield curve of one month LIBOR (level 2 inputs), the hedged interest rate. There was no ineffectiveness relating to the interest rate swaps for the three months ended March 31, 2009. Unrealized losses, related to the effective portion of the interest rate swap, of

NOTE G - LONG-TERM DEBT (CONTINUED)

Interest rate swaps (Continued)

$6.5 million are reported in accumulated other comprehensive income, a component of shareholders’ equity. The interest rate swap current liability of $4.0 million is reported in accrued expenses, while the interest rate swap long-term liability of $3.2 million is reported in other liabilities on the Company’s balance sheet as of March 31, 2009.

10 ¼% Senior Notes

The 10 ¼% Senior Notes mature June 1, 2014, are senior indebtedness and are guaranteed on a senior unsecured basis by all of the Company’s current and future domestic subsidiaries. Interest is payable semi-annually on June 1 and December 1.

On or prior to June 1, 2009, the Company may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 110.250% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, with the net cash proceeds of an equity offering; provided that (i) at least 65% of the aggregate principal amount of the notes remains outstanding immediately after the redemption (excluding notes held by the Company and its subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of the equity offering.

Except as discussed above, the notes are not redeemable at the Company’s option prior to June 1, 2010. On or after June 1, 2010, the Company may redeem all or part of the notes upon not less than 30 days and no more than 60 days’ notice, for the twelve-month period beginning on June 1 of the following years; at (i) 105.125% during 2010; (ii) 102.563% during 2011; and (iii) 100.0% during 2012 and thereafter.

Debt Covenants

The terms of the Senior Notes, the Revolving Credit Facility, and the Term Loan limit the Company’s ability to, among other things, 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. At March 31, 2009, the Company was in compliance with all covenants under these debt agreements.

NOTE H — COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

The Company’s wholly-owned subsidiary, Innovative Neurotronics, Inc. (“IN, Inc.”), is party to a non-binding purchase agreement under which it agrees to purchase assembled WalkAide System kits. As of March 31, 2009, IN, Inc. had outstanding purchase commitments of approximately $0.3 million.

NOTE H — COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

Contingencies

The Company is subject to legal proceedings and claims which arise 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.

On June 15, 2004, the Company announced that one employee at its patient-care center in West Hempstead, New York alleged in a television news story aired on June 14, 2004 that there were instances of billing discrepancies at that facility.

On June 18, 2004, the Company announced that on June 17, 2004, the Audit Committee of the Company’s Board of Directors had engaged a law firm to serve as independent counsel to the Audit Committee and to conduct an independent investigation of the allegations. The scope of that independent investigation was expanded to cover certain of the Company’s other patient-care centers. On June 17, 2004, the U.S. Attorney’s Office for the Eastern District of New York subpoenaed records of the Company regarding various billing activities and locations. In addition, the Company also announced on June 18, 2004 that the Securities and Exchange Commission had commenced an informal inquiry into the matter. The Company is cooperating with the regulatory authorities. The Audit Committee’s investigation will not be complete until all regulatory authorities have indicated that their inquiries are complete.

Management believes that any billing discrepancies are likely to be primarily at the West Hempstead patient-care center. Furthermore, management does not believe the resolution of the matters raised by the allegations will have a materially adverse effect on the Company’s financial statements. The West Hempstead facility generated $0.2 million and $0.1 million in net sales during the three months ended March 31, 2009 and 2008, respectively, or less than 0.1% of the Company’s net sales for each year.

It should be noted that additional regulatory inquiries may be raised relating to the Company’s billing activities at other locations. No assurance can be given that the final results of the regulatory agencies’ inquiries will be consistent with the results to date or that any discrepancies identified during the ongoing regulatory review will not have a material adverse effect on the Company’s financial statements.

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 will result in any material liability.

NOTE I — NET INCOME PER COMMON SHARE

Basic per common share amounts are computed using the weighted average number of common shares outstanding during the period. Diluted per common share amounts are computed using the weighted average number of common shares outstanding during the period and dilutive potential common shares. Dilutive potential common shares consist of stock options, restricted shares, and convertible preferred stock, 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)	2009		2008
	(Unaudited)		(Unaudited)

Net income	$	4,515	$	3,565
Preferred stock dividends -Series A Convertible Preferred Stock (1)	—		416

Net income applicable to common stock	$	4,515	$	3,149

Shares of common stock outstanding used to compute basic per common share amounts	30,926,725		22,880,973
Effect of dilutive restricted stock and options	1,029,126		1,167,266
Effect of dilutive convertible preferred stock (1)	—		6,613,757
Shares used to compute dilutive per common share amounts (2)	31,955,851		30,661,996

Basic income per share applicable to common stock	$	0.15	$	0.14
Diluted income per share applicable to common stock	0.14		0.12

(1) The preferred stock was converted during Q3 2008.

(2) For the three months ended March 31, 2009 and 2008, options to purchase 626,707 and 1,042,665 shares of common stock, respectively, are not included in the computation of diluted income per share as these options are anti-dilutive because the exercise prices of these options were greater than the average market price of the Company’s stock during the period.

NOTE J — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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 costs and 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 at March 31, 2009:

Discount rate		6.25	%
Average rate of increase in compensation		3.25	%

We believe the assumptions used are appropriate, however, changes in assumptions or differences in actual experience may affect our benefit obligation and future expenses. The change in the Plan’s net benefit obligation is as follows:

NOTE J — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (CONTINUED)

	(In thousands)

Net benefit cost accrued at December 31, 2008	$	11,008
Service cost	609
Interest cost	174
Net benefit cost accrued at March 31, 2009	$	11,790

NOTE K - STOCK-BASED COMPENSATION

Employee Plans

Under the Company’s 2002 Stock Option Plan, 1.5 million shares of common stock were authorized for issuance. Options may only be granted at an exercise price that is not less than the fair market value of the common stock on the date of grant and may expire no later than ten years after grant. Vesting and expiration periods are established by the Compensation Committee of the Board of Directors, generally with vesting of four years following the date of grant and generally with expirations of ten years after grant. In 2003, the 2002 Stock Option Plan was amended to permit the grant of restricted shares of common stock in addition to stock options and to change the name of the plan to the 2002 Stock Incentive Plan. In May 2006, an additional 2.7 million shares of common stock were authorized for issuance. In May 2007, the Company’s shareholders approved amendments to the 2002 Stock Incentive Plan, most notably the incorporation of the Company’s current annual incentive plan for certain executive officers into the 2002 Stock Incentive Plan. The amendments resulted in the following changes to the 2002 Stock Incentive Plan: (i) addition of performance-based cash awards (“Incentive Awards”) and renaming the 2002 Stock Incentive Plan to be the 2002 Stock Incentive and Bonus Plan; (ii) limitation on the number of options, shares of restricted stock, annual Incentive Awards and long term Incentive Awards that an individual can receive during any calendar year; (iii) addition of a list of specific performance goals that the Company may use for the provision of awards under the 2002 Stock Incentive and Bonus Plan; (iv) limitation on the total number of shares of stock issued pursuant to the exercise of incentive stock options; and (v) addition of a provision allowing for the Company to institute a compensation recovery policy, which would allow the Compensation Committee, in appropriate circumstances, to seek reimbursement of certain compensation realized under awards granted under the 2002 Stock Incentive and Bonus Plan. In August 2007, 205,000 performance-based restricted shares were granted to certain executives. These performance-based restricted shares are subject to the same vesting period as the service-based restricted shares for employees.

However, the quantity of restricted shares to be released under this grant was dependent on the diluted EPS for the twelve month period from July 1, 2007 through June 30, 2008. The target EPS for this period was met, therefore, 100% of the performance-based restricted shares were released based on the four year vesting period. In November 2008, 165,490 performance-based restricted shares were granted to certain executives. These performance-based restricted shares are subject to the same vesting period as the service-based restricted shares for employees. However, the quantity of restricted shares to be released under this grant is dependent on the diluted EPS for the twelve month period from October 1, 2008 through September 30, 2009.

NOTE K - STOCK-BASED COMPENSATION (CONTINUED)

Employee Plans (continued)

During the three months ended March 31, 2009 and 2008, no options were cancelled under the 2002 Stock Incentive Plan. At March 31, 2009, 889,819 shares of common stock were available for issuance.

Director Plans

During April and May 2003, the Compensation Committee of the Board of Directors and the shareholders of the Company, respectively, approved the 2003 Non-Employee Directors’ Stock Incentive Plan (“2003 Directors’ Plan”) which replaced the Company’s 1993 Non-Employee Director Stock Option Plan (“Director Plan”). The 2003 Directors’ Plan authorized 500,000 shares of common stock for grant and permits the issuance of stock options and restricted shares of common stock. The 2003 Directors’ Plan also provides for the automatic annual grant of 8,500 shares of restricted shares of common stock to each director and permits the grant of additional restricted stock in the event the director elects to receive his or her annual director fee in restricted shares of common stock rather than cash. Options may only be granted at an exercise price that is not less than the fair market value of the common stock on the date of grant and may expire no later than ten years after grant. Vesting and expiration periods are established by the Compensation Committee of the Board of Directors, generally with vesting of three years following grant and generally with expirations of ten years after grant. In May 2007, the Company’s shareholders further approved an amendment to the 2003 Directors’ Plan providing for the issuance by the Company of restricted stock units to its non-employee directors, at the option of such director. The restricted stock units effectively allow the director to elect to defer receipt of the shares of restricted stock which the director would ordinarily receive on an annual basis until (i) the January 15th of the year following the calendar year in which the director terminates service on the Board of Directors, or (ii) the fifth, tenth or fifteenth anniversary of the annual meeting date on the election form for that year. The director may elect to receive his or her annual grant of restricted stock, including shares to be received in lieu of the annual director fee, in the form of restricted stock units, with such election to take place on or prior to the date of the annual meeting of stockholders for such year. The restricted stock units are subject to the same vesting period as the shares of restricted stock issued under the 2003 Directors’ Plan. During the three months ended March 31, 2009, there were no option cancellations under the 2003 Directors’ Plan. At March 31, 2009, 139,498 shares of common stock were available for issuance.

NOTE K - STOCK-BASED COMPENSATION (CONTINUED)

Restricted Shares of Common Stock

A summary of the activity of restricted shares of common stock for the quarter ended March 31, 2009 is as follows:

	Employee Plans				Director Plans
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value

Nonvested at December 31, 2008	1,557,040		$	11.47	139,920		$	11.23
Granted	16,549		16.51		2,125		16.08
Vested	(63,750	)	6.49		(20,393	)	11.08
Forfeited	(6,750	)	8.83		—		—

Nonvested at March 31, 2009	1,503,089		$	11.75	121,652		$	11.34

During the three month period ended March 31, 2009, 84,143 restricted shares of common stock, with an intrinsic value of $0.6 million became fully vested. As of March 31, 2009, total unrecognized compensation cost related to unvested restricted shares of common stock was approximately $15.2 million and the related weighted-average period over which it is expected to be recognized is approximately 2.9 years. The outstanding restricted shares have vesting dates through December 2012.

Options

The summary of option activity and weighted average exercise prices are as follows:

	Employee Plans					Director Plans					Non-Qualified Awards
(In thousands, except per share and weighted average price amounts)	Shares			Weighted Average Price		Shares			Weighted Average Price		Shares		Weighted Average Prices

Outstanding at December 31, 2008	1,093,950			$	12.01	135,464			$	10.33	406,000		$	5.95
Granted	—			—		—			—		—		—
Terminated	(2,903		)	1.64		—			—		—		—
Exercised	(203,272		)	11.55		(10,000		)	3.42		—		—

Outstanding at March 31, 2009	887,775			$	12.15	125,464			$	10.87	406,000		$	5.95

Aggregate intrinsic value at March 31, 2009	$	10,785,983				$	1,364,133				$	2,415,000
Weighted average remaining contractual term (years)	3.4					4.2					1.0

The intrinsic value of options exercised during the three months ended March 31, 2009 was $2.4 million. Options exercisable under the Company’s share-based compensation plans at March 31, 2009 were 1.4 million shares with a weighted average exercise price of $10.26, an average remaining contractual term of 2.8 years, and an aggregate intrinsic value of $14.6 million. Cash received by the Company related to the exercise of options during the three months ended March

NOTE K - STOCK-BASED COMPENSATION (CONTINUED)

Options (continued)

31, 2009 amounted to $2.4 million. As of March 31, 2009, there is no unrecognized compensation cost related to stock option awards.

Information concerning outstanding and exercisable options as of March 31, 2009 is as follows:

					Options Outstanding				Options Exercisable
					Number of	Weighted Average			Number of	Wt Avg	Weighted
Range of					Options	Remaining	Exercise		Options	Remaining	Average
Exercise Prices					or Awards	Life (Years)	Price		or Awards	Life (Years)	Exercise Price
$	1.64	to	$	1.65	122,464	0.2	$	1.64	122,464	0.2	$	1.64
4.63		to	6.02		445,463	1.4	5.88		445,463	1.4	5.88
8.08		to	12.10		124,605	5.4	8.72		124,605	5.4	8.72
13.50		to	16.75		726,707	3.6	14.67		726,707	3.6	14.67
					1,419,239	2.8	$	10.26	1,419,239	2.8	$	10.26

NOTE L — SEGMENT AND RELATED INFORMATION

The Company has identified two reportable segments in which it operates based on the products and services it provides. The Company evaluates segment performance and allocates resources based on the segments’ income from operations.

The reportable segments are: (i) patient-care services and (ii) distribution. The reportable segments are described further below:

Patient-Care Services — This segment consists of the Company’s owned and operated patient-care centers and fabrication centers of orthotic & prosthetic (O&P) components. The patient-care centers provide services to design and fit O&P devices to patients. These centers also instruct patients in the use, care and maintenance of the devices. Fabrication centers are involved in the fabrication of O&P components for both the O&P industry and the Company’s own patient-care centers.

Distribution — This segment distributes O&P products and components to both the O&P industry and the Company’s own patient-care practices.

Other — This segment consists of Hanger corporate, Innovative Neurotronics, Inc. (IN, Inc.) and Linkia. IN, Inc. specializes in bringing emerging MyoOrthotics Technologies® to the O&P market. MyoOrthotics Technologies represents the merging of orthotic technologies with electrical stimulation. Linkia is a national managed-care agent for O&P services and a patient referral clearing house.

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.

NOTE L — SEGMENT AND RELATED INFORMATION (CONTINUED)

Summarized financial information concerning the Company’s reportable segments is shown in the following table. Intersegment sales mainly include sales of O&P components from the distribution segment to the patient-care centers segment and were made at prices which approximate market values.

(In thousands)	Patient-Care Centers			Distribution		Other			Consolidating Adjustments			Total
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Three Months Ended March 31, 2009
Net sales
Customers	$	147,767		$	20,916	463			$	—		$	169,146
Intersegments	—			34,962		374			(35,336		)	—
Depreciation and amortization	2,787			309		1,360			—			4,456
Income from operations	23,594			6,237		(14,700		)	—			15,131
Interest expense	(1,624		)	1,769		7,462			—			7,607
Income before taxes	25,218			4,468		(22,162		)	—			7,524

Total assets	733,550			97,444		(22,372		)	—			808,622
Capital expenditures	2,432			185		210			—			2,827

Three Months Ended March 31, 2008
Net sales
Customers	$	137,764		$	18,940	$	952		$	—		$	157,656
Intersegments	—			31,599		1,629			(33,228		)	—
Depreciation and amortization	3,003			174		1,004			—			4,181
Income from operations	19,422			5,222		(10,464		)	19			14,199
Interest expense	(1,632		)	1,778		8,112			—			8,258
Income before taxes	21,054			3,444		(18,576		)	19			5,941

Total assets	681,316			78,737		(15,988		)	—			744,065
Capital expenditures	2,089			158		843			—			3,090

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 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. Our actual results and the timing of certain events may differ materially from those indicated in the forward looking statements.

Business Overview

General

We are the largest owner and operator of orthotic and prosthetic (“O&P”) patient-care centers (“patient -care centers”), accounting for approximately 23% of the estimated $2.8 billion O&P patient-care market, in the United States. At March 31, 2009, we operated 675 O&P patient-care centers in 45 states and the District of Columbia and employed in excess of 1,000 revenue-generating O&P practitioners (“practitioners”). In addition, through our wholly-owned subsidiary, Southern Prosthetic Supply, Inc. (“SPS”), we are the largest distributor of branded and private label O&P devices and components in the United States, all of which are manufactured by third parties. We also introduce new technologies, through our wholly-owned subsidiary, Innovative Neurotronics, Inc. (“IN, Inc.”) for patients who have had a loss of mobility due to strokes, multiple sclerosis or other similar conditions. Another subsidiary, Linkia LLC (“Linkia”), develops programs to manage all aspects of O&P patient care for large private payors.

For the three month period ended March 31, 2009, our net sales were $169.1 million and we recorded net income of $4.5 million. For the three month period ended March 31, 2008, our net sales were $157.7 million and we recorded net income of $3.6 million.

We conduct our operations primarily in two reportable segments — patient-care centers and distribution. For the three months ended March 31, 2009, net sales attributable to our patient-care services segment and distribution segment were $147.8 million and $21.0 million, respectively. See Note L to our consolidated financial statements contained herein for further information related to our segments.

Patient Care Services

In our orthotics business, we design, fabricate, fit and maintain a wide range of standard and 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 and injuries from sports or other activities. 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 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 referred to our local patient-care centers directly by physicians as a result of our reputation with them or through our agreements with managed care providers. Practitioners, technicians and office administrators staff our patient-care centers. Our practitioners generally design and fit patients with, and the technicians fabricate, O&P devices as prescribed by the referring physician. Following the initial design, fabrication and fitting of our O&P devices, our technicians conduct regular, periodic maintenance of O&P devices as needed.

Our practitioners are also responsible for managing and operating our patient-care centers and are compensated, in part, based on their success in managing costs and collecting accounts receivable. We provide centralized administrative, marketing and materials management services to take advantage of economies of scale and to increase the time practitioners have to provide patient care. In areas where we have multiple patient-care centers, we also utilize shared fabrication facilities where technicians fabricate devices for practitioners in that region

Distribution Services

We distribute O&P components to the O&P market as a whole and to our own patient-care centers through our wholly-owned subsidiary, SPS, which is the nation’s largest O&P distributor. SPS maintains an inventory of approximately 21,000 O&P related items, all of which are manufactured by other companies. SPS maintains distribution facilities in California, Florida, Georgia, Pennsylvania, and Texas, which allows us to deliver products via ground shipment anywhere in the United States within two business days.

Our distribution business enables us to:

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

· reduce our patient-care center inventory levels and improve inventory turns through centralized purchasing control;

· quickly access prefabricated and finished O&P products;

· perform inventory quality control;

· encourage our patient-care centers to use clinically appropriate products that enhance our profit margins; and

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

This is accomplished at competitive prices as a result of our direct purchases from manufacturers.

Marketing of our distribution 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.

Product Development

IN, Inc. specializes in product development principally in the field of functional electrical stimulation. IN, Inc. identifies emerging MyoOrthotics Technologies® developed at research centers and universities throughout the world that use neuromuscular stimulation to improve the functionality of an impaired limb. MyoOrthotics Technologies® represents the merging of orthotic technologies with electrical stimulation. Working with the inventors under licensing and consulting agreements, IN, Inc. commercializes the design, obtains regulatory approvals, develops clinical protocols for the technology, and then introduces the devices to the marketplace through a variety of distribution channels. IN, Inc’s. first product, the WalkAide System (“WalkAide”), has received FDA approval, achieved ISO 13485:2004 and ISO 9001:2000 certification, as well as the European CE Mark, which are widely accepted quality management standards for medical devices and related services. Additionally, in September 2007 the WalkAide earned the esteemed da Vinci Award for Adaptive Technologies from the National Multiple Sclerosis Society which honors outstanding engineering achievements in adaptive and assistive technology that provide solutions to accessibility issues for people with disabilities. In November 2008, the Centers for Medicare and Medicaid Services overturned a non-coverage decision and assigned a specific E-code to the WalkAide, which is reimbursable for beneficiaries with foot drop due to incomplete spinal cord injuries. The code was effective January 1, 2009. The WalkAide is sold in the United States through our patient care centers and SPS. IN, Inc. is also marketing the WalkAide internationally through licensed distributors.

Provider Network Management

Linkia is the first provider network management service company dedicated solely to serving the O&P market. Linkia is dedicated to managing the O&P services of national and regional insurance companies. Linkia 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. Linkia’s network now totals over 1,000 O&P provider locations. As of December 31, 2008, Linkia had nine contracts with national and regional providers.

Industry Overview

We estimate that the O&P patient care market in the United States is approximately $2.8 billion, of which we account for approximately 23%. The O&P patient care services market is highly fragmented and is characterized by local, independent O&P businesses, with the majority generally having a single facility with annual revenues of less than $1.0 million. We do not believe that any of our patient care competitors account for a market share of more than 2% of the country’s total estimated O&P patient care services revenue.

The care of O&P patients is part of a continuum of rehabilitation services including diagnosis, treatment and prevention of future injury. This continuum involves the integration of several medical disciplines that begins with the attending physician’s diagnosis. A patient’s course of treatment is generally determined by an orthopedic surgeon, vascular surgeon or physiatrist, who writes a prescription and refers the patient to an O&P patient care services provider for treatment. A practitioner then, using the prescription, consults with both the referring physician and the patient to formulate the design of an orthotic or prosthetic device to meet the patient’s needs.

The O&P industry is characterized by stable, recurring revenues, primarily resulting from the need for periodic replacement and modification of O&P devices. Based on our experience, 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. There is also an attendant need for continuing O&P patient care services. In addition to the inherent need for periodic replacement and modification of O&P devices and continuing care, we expect the demand for O&P services will continue to grow as a result of several key trends, including:

Aging U.S. Population. The growth rate of the over-65 age group is nearly triple that of the under-65 age group. There is a direct correlation between age and the onset of diabetes and vascular disease, which are the leading causes of amputations. With broader medical insurance coverage, increasing disposable income, longer life expectancy, greater mobility expectations and improved technology of O&P devices, we believe the elderly will increasingly seek orthopedic rehabilitation services and products.

Growing Physical Health Consciousness. The emphasis on physical fitness, leisure sports and conditioning, such as running and aerobics, is growing, which has led to increased injuries requiring orthopedic rehabilitative services and products. These trends are evidenced by the increasing demand for new devices that provide support for injuries, prevent further or new injuries or enhance physical performance.

Increased Efforts to Reduce Healthcare Costs. O&P services and devices have enabled patients to become ambulatory more quickly after receiving medical treatment in the hospital. We believe that significant cost savings can be achieved through the early use of O&P services and products. The provision of O&P services and products in many cases reduces the need for more expensive treatments, thus representing a cost savings to third-party payors.

Advancing Technology. The range and effectiveness of treatment options for patients requiring O&P services have increased in connection with the technological sophistication of O&P devices. Advances in design technology and lighter, stronger and more cosmetically acceptable materials have enabled patients to replace older O&P devices with new O&P products that provide greater comfort, protection and patient acceptability. As a result, treatment can be more effective or of shorter duration, giving the patient greater mobility and a more active lifestyle. Advancing technology has also increased the prevalence and visibility of O&P devices in many sports, including skiing, running and tennis.

Competitive Strengths

We believe the combination of the following competitive strengths will help us in growing our business through an increase in our net sales, net income and market share:

· Leading market position, with an approximate 23% share of total industry revenues and operations in 45 states and the District of Columbia, in an otherwise fragmented industry;

· National scale of operations, which has better enabled us to:

· establish our brand name and generate economies of scale;

· implement best practices throughout the Company;

· utilize shared fabrication facilities;

· contract with national and regional managed care entities;

· identify, test and deploy emerging technology; and

· increase our influence on, and input into, regulatory trends;

· Distribution of, and purchasing power for, O&P components and finished O&P products, which enables us to:

· negotiate greater purchasing discounts from manufacturers and freight providers;

· reduce patient-care center inventory levels and improve inventory turns through centralized purchasing control;

· quickly access prefabricated and finished O&P products;

· promote the usage by our patient-care centers of clinically appropriate products that also enhance our profit margins;

· engage in co-marketing and O&P product development programs with suppliers; and

· expand the non-Hanger client base of our distribution segment;

· Development of leading-edge technology to be brought to market through our patient practices and licensed distributors worldwide;

· Full O&P product offering, with a balanced mix between orthotics services and products and prosthetics services and products;

· Practitioner compensation plans that financially reward practitioners for their efficient management of accounts receivable collections, labor, materials, and other costs, and encourage cooperation among our practitioners within the same local market area;

· Proven ability to rapidly incorporate technological advances in the fitting and fabrication of O&P devices;

· History of successful integration of small and medium-sized O&P business acquisitions, including 77 O&P businesses since 1997, representing over 181 patient-care centers;

· Highly trained practitioners, whom we provide with the highest level of continuing education and training through programs designed to inform them of the latest technological developments in the O&P industry, and our certification program located at the University of Connecticut; and

· Experienced and committed management team;

· Successful government relations efforts including:

· Supported our patients’ efforts to pass “The Prosthetic Parity Act” in 11 states;

· Increased Medicaid reimbursement levels in several states; and

· Created the Hanger Orthopedic Political Action Committee (The Hanger PAC).

Business Strategy

Our goal is to continue to provide superior patient care and to be the most cost-efficient, full service, national O&P operator. The key elements of our strategy to achieve this goal are to:

· Improve our performance by:

· developing and deploying new processes to improve the productivity of our practitioners;

· continuing periodic patient evaluations to gauge patients’ device and service satisfaction;

· improving the utilization and efficiency of administrative and corporate support services;

· enhancing margins through continued consolidation of vendors and product offering; and

· leveraging our market share to increase sales and enter into more competitive payor contracts;

· Increase our market share and net sales by:

· continued marketing of Linkia to regional and national providers and contracting with national and regional managed care providers who we believe select us as a preferred O&P provider because of our reputation, national reach, density of our patient-care centers in certain markets and our ability to monitor quality and outcomes as well as reducing administrative expenses;

· increasing our volume of business through enhanced comprehensive marketing programs aimed at referring physicians and patients, such as our Patient Evaluation Clinics program, which reminds patients to have their devices serviced or replaced and informs them of technological improvements of which they can take advantage; and our “People in Motion” program which introduces potential patients to the latest O&P technology;

· expanding the breadth of products being offered out of our patient-care centers; and

· increasing the number of practitioners through our residency program;

· Develop businesses that provide services and products to the broader rehabilitation and post-surgical healthcare areas;

· Continue to create, license or patent and market devices based on new cutting edge technology. We anticipate bringing new technology to the market through our IN, Inc. product line. The first new product, the WalkAide System, was released for sale on May 1, 2006;

· Selectively acquire small and medium-sized O&P patient care service businesses and open satellite patient-care centers primarily to expand our presence within an existing market and secondarily to enter into new markets; and

· Provide our practitioners with:

· the training necessary to utilize existing technology for different patient service facets, such as the use of our Insignia scanning system for burns and cranial helmets;

· career development and increased compensation opportunities;

· a wide array of O&P products from which to choose;

· administrative and corporate support services that enable them to focus their time on providing superior patient care; and

· selective application of new technology to improve patient care.

Results

Net sales for the three months ended March 31, 2009 increased by $11.4 million, or 7.3%, to $169.1 million from $157.7 million in the prior year’s first quarter. The sales increase was principally the result of a $5.6 million, or 4.1%, increase in same-center sales in our patient care business, a $2.0 million, or 10.4%, increase in external sales of our distribution segment, and $4.1 million associated with acquisitions. As a result of the sales increase, income from operations increased $0.9 million to $15.1 million in the three months ended March 31, 2009 from $14.2 million in the same period in 2008.

Net income applicable to common stock for the three months ended March 31, 2009 increased $1.4 million to $4.5 million, compared to $3.1 million in the same period of the prior year. The current period benefited from increased sales and lower interest costs.

Net cash used in operations improved by $3.8 million for the three months ended March 31, 2009 to a use of $3.7 million compared to a use of $7.5 million in the same period of the prior year. The improvement in cash used for the first quarter of 2009 was primarily the result of improved operating results and a $1.4 million decrease in working capital. Days sales outstanding improved to 48 days as of March 31, 2009 from 51 days as of March 31, 2008.

As of March 31, 2009, $88.3 million, or 20.9%, of the Company’s total debt of $422.9 million was subject to variable interest rates. The Company had access to funds of $89.8 million, comprised of $51.9 million of cash and $37.9 million available under its revolving credit facility at March 31, 2009. The Company believes that it has sufficient liquidity to conduct its normal operations and fund its acquisition plan in 2009.

For the full year 2009, the Company expects revenues to be between $750 million and $760 million, which would result in growth of 6.7% to 8.1% compared to fiscal 2008. The Company also expects diluted EPS in the range of $0.96 to $0.98 for twelve months ended December 31, 2009.

Critical Accounting Policies and Estimates

Our analysis and discussion of our financial condition and results of operations is based upon our 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 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.

· Revenue Recognition: Revenues from the sale of orthotic and prosthetic devices and associated services to patients are recorded when the device is accepted by the patient, provided that (i) delivery has occurred or services have been rendered; (ii) persuasive evidence of an arrangement exists; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. Revenues from the sale of orthotic and prosthetic devices to customers by our distribution segment are recorded upon the shipment of products, in accordance with the terms of the invoice, net of merchandise returns received and the amount established for anticipated returns. Discounted sales are recorded at net realizable value. Deferred revenue represents prepaid tuition and fees received from students enrolled in our practitioner education program.

Revenue at our patient-care centers segment is recorded net of all governmental adjustments, contractual adjustments and discounts. We employ a systematic process to ensure that our sales are recorded at net realizable value and that any required adjustments are recorded on a timely basis. The contracting module of our centralized, computerized billing system is designed to record revenue at net realizable value based on our contract with the patient’s insurance company. Updated billing information is received periodically from payors and is uploaded into our centralized contract module and then disseminated to all patient-care centers electronically.

The following represents the composition of our patient-care segment’s accounts receivable balance by payor:

March 31, 2009 (unaudited)
(In thousands)	0-60 days		61-120 days		Over 120 days		Total
Commercial and other	$	39,543	$	7,262	$	6,019	$	52,824
Private pay	4,010		1,542		1,640		7,192
Medicaid	10,073		1,964		1,919		13,956
Medicare	24,294		1,788		1,511		27,593
VA	1,159		177		135		1,471
	$	79,079	$	12,733	$	11,224	$	103,036

December 31, 2008
(In thousands)	0-60 days		61-120 days		Over 120 days		Total
Commercial and other	$	44,206	$	8,212	$	5,904	$	58,322
Private pay	3,478		2,324		1,161			6,963
Medicaid	9,660		3,068		1,507			14,235
Medicare	21,728		2,112		1,324			25,164
VA	1,021		200		55			1,276
	$	80,093	$	15,916	$	9,951	$	105,960

Disallowed sales generally relate to billings to payors with whom we do not have a formal contract. In these situations, we record the sale at usual and customary rates and simultaneously record an estimate to reduce the sale to net realizable value, based on our historical experience with the payor in question. Disallowed sales may also result if the

payor rejects or adjusts certain billing codes. Billing codes are frequently updated within our industry. As soon as updates are received, we reflect the change in our centralized billing system.

As part of our preauthorization process with payors, we validate our ability to bill the payor for the service we are providing before we deliver the device. Subsequent to billing for our devices and services, there may be problems with pre-authorization or with other insurance coverage issues with payors. If there has been a lapse in coverage, the patient is financially responsible for the charges related to the devices and services received. If we do not collect from the patient, we record bad debt expense. Occasionally, a portion of a bill is rejected by a payor due to a coding error on our part and we are prevented from pursuing payment from the patient due to the terms of our contract with the insurance company. We appeal these types of decisions and are generally successful. This activity is factored into our methodology to determine the estimate for the allowance for doubtful accounts. We immediately record, as a reduction of sales, a disallowed sale for any claims that we know we will not recover and adjust our future estimates accordingly.

Certain accounts receivable may be uncollectible, even if properly pre-authorized and billed. Regardless of the balance, accounts receivable amounts are periodically evaluated to assess collectibility. In addition to the actual bad debt expense recognized during collection activities, we estimate the amount of potential bad debt expense that may occur in the future. This estimate is based upon our historical experience as well as a review of our receivable balances. On a quarterly basis, we evaluate cash collections, accounts receivable balances and write-off activity to assess the adequacy of our allowance for doubtful accounts. Additionally, a company-wide evaluation of collectibility of receivable balances older than 180 days is performed at least semi-annually, the results of which are used in the next allowance analysis. In these detailed reviews, the account’s net realizable value is estimated after considering the customer’s payment history, past efforts to collect on the balance and the outstanding balance, and a specific reserve is recorded if needed. From time to time, the Company may outsource the collection of such accounts to collection agencies after internal collection efforts are exhausted. In the cases when valid accounts receivable cannot be collected, the uncollectible account is written off to bad debt expense.

· Inventories: Inventories, which consist principally of raw materials, work in process and finished goods, are stated at the lower of cost or market using the first-in, first-out method. At our patient-care centers segment, we calculate cost of goods sold in accordance with the gross profit method for all reporting periods. We base the estimates used in applying the gross profit method on the actual results of the most recently completed physical inventory and other factors, such as sales mix and purchasing trends among other factors, affecting cost of goods sold during the interim reporting periods. Cost of goods sold during the period is adjusted when the annual physical inventory is taken. We treat these inventory adjustments as changes in accounting estimates. At our distribution segment, a perpetual inventory is maintained. Management adjusts our reserve for inventory obsolescence whenever the facts and circumstances indicate that the

carrying cost of certain inventory items is in excess of its market price. Shipping and handling costs are included in cost of goods sold.

· Fair Value: Effective January 1, 2008, we adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements, or SFAS 157, which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1		quoted prices in active markets for identical assets or liabilities;

Level 2		quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability;

Level 3		unobservable inputs, such as discounted cash flow models and valuations.

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.

Effective January 1, 2008, we adopted Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Fair Value Measurements (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.

· Investments: Investment securities available-for-sale consist of auction rate securities accounted for in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“FAS 115”). Available-for-sale securities are reported at fair value with unrealized gains and losses excluded from earnings and reported in shareholders’ equity. Under FAS 115, securities purchased to be held for indeterminate periods of time and not intended at the time of purchase to be held until maturity are classified as available-for-sale securities with any unrealized gains and losses reported as a separate component of accumulated other comprehensive loss. We continually evaluate whether any marketable investments have been impaired and, if so, whether such impairment is temporary or other than temporary.

The fair values of our ARS were estimated through use of discounted cash flow models. These models consider, among other things, the timing of expected future successful auctions, collateralization of underlying security investments and the credit worthiness of the issuer. Since these inputs were not observable, they are classified as level 3 inputs under the fair value accounting rules discussed above under “Fair Value”. As a result of the lack of liquidity in the ARS market and not as a result of the quality of the underlying collateral, for the three months ended March 31, 2009, we recorded an unrealized gain of $0.1 million related to the ARS which has a par value of $2.5 million, a fair value of $1.6 million, and is classified as other long term assets. This gain is reflected in other comprehensive income in our consolidated balance sheet. The funds associated with this security will not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the issuer refinances the underlying debt, or the underlying security matures.

On November 4, 2008, we agreed to accept Auction Rate Security Rights (“the Rights”) from UBS offered through a prospectus filed on October 7, 2008. The Rights permit us to sell, or put, our auction rate securities back to UBS at par value, which is $5.0 million, at any time during the period from June 30, 2010 through July 2, 2012 and to obtain a credit line from UBS collateralized by the ARS. By accepting the Rights, we can no longer assert that we have the intent to hold the auction rate securities until anticipated recovery. We have elected to classify the Rights and our investments in auction rate securities as trading securities, as defined by FAS 115. During the three months ended March 31, 2009, we determined the fair value of the Rights was $0.8 million and the fair value of ARS was $4.2 million. The change in the fair value of the Rights and the ARS for the three months ending March 31, 2009 are reflected as components of earnings.

On April 6, 2009 we exercised our ability to obtain a credit line under the Rights and received proceeds of $3.6 million. The credit line allows us to borrow the fair market value of the ARS not to exceed its $5.0 million par value. The credit line has no net cost to us as it bears interest in the amount equal to the income on the ARS.

· Interest rate swaps: The Company utilizes interest rate swaps to manage its exposures to interest rate risk associated with the Company’s variable rate borrowings. SFAS No. 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the Company’s consolidated balance sheet. In accordance with SFAS No. 133, the Company designates the interest rate swaps as cash flow hedges of variable-rate borrowings. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same

period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in earnings.

In May 2008, we entered into two interest rate swap agreements under which $150.0 million of our variable rate Term Loans were converted to a fixed rate of 5.4%. The agreements, which expire April 2011, qualify as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). The fair value of each interest rate swap is an estimate of the present value of expected future cash flows we are to receive under the applicable interest rate swap agreement. The valuation models used to determine the fair value of the interest rate swap are based upon forward yield curve of one month LIBOR (level 2 inputs), the hedged interest rate. There was no ineffectiveness relating to the interest rate swaps for the three months ended March 31, 2009. Unrealized losses, related to the effective portion of the interest rate swap, of $6.5 million are reported in accumulated other comprehensive income, a component of shareholders’ equity. The interest rate swap current liability of $4.0 million is reported in accrued expenses, while the interest rate swap long-term liability of $3.2 million is reported in other liabilities on our balance sheet as of March 31, 2009.

· Goodwill and Other Intangible Assets: Excess cost over net assets acquired (“Goodwill”) represents the excess of purchase price over the value assigned to net identifiable assets of purchased businesses. We assess goodwill for impairment annually on October 1, or when events or circumstances indicate that the carrying value of the reporting units may not be recoverable. Any impairment would be recognized by a charge to operating results and a reduction in the carrying value of the intangible asset. Our annual impairment test for goodwill primarily utilizes the income approach and considers the market approach and the cost approach in determining the value of our reporting units. Non-compete agreements are recorded based on agreements entered into by us 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 and are amortized, using the straight-line method, over their estimated useful lives of up to 16 years. Whenever the facts and circumstances indicate that the carrying amounts of these intangibles may not be recoverable, management reviews and assesses 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. As of March 31, 2009, there were no indicators of impairment.

· Income Taxes: We recognize 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 statement 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. We recognize 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.

· Stock-Based Compensation: Stock-based compensation is accounted for using the grant-date fair value method. Compensation expense is recognized ratably over the service period. We estimate a 2% forfeiture rate for unvested restricted stock awards. Based on our history of restricted stock forfeitures, we do not believe future forfeitures will have a material impact on future compensation expense or earnings per share.

New Accounting Guidance

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 provides guidance regarding required disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 amends previous guidance under SFAS 107 (“FAS 107”), Disclosures about Fair Value of Financial Instruments, and APB Opinion No. 28 (“APB 28”), Interim Financial Reporting. FSP FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We are currently evaluating the impact FSP FAS 107-1 and APB 28-1 will have on the our financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Investments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FAS 115-2 and FAS 124-2 amends previous guidance under FSP FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“FSP FAS 115-1 and FAS 124-1”). FAS 115-2 and FAS 124-2 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We are currently evaluating the impact FAS 115-2 and FAS 124-2 will have on our financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157, Fair Value Measurements (“FAS 157”), when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 amends previous guidance under FAS 157. FSP FAS 157-4 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We are currently evaluating the impact FSP FAS 157-4 will have on our financial statements.

Results of Operations

The following table sets forth for the periods indicated certain items from our Consolidated Statements of Operations as a percentage of our net sales:

	Three Months Ended
	March 31,
	2009		2008
	(Unaudited)		(Unaudited)

Net sales	100.0	%	100.0	%
Cost of goods sold - materials	30.2		29.6
Personnel costs	37.9		38.3
Other operating expenses	20.4		20.4
Depreciation and amortization	2.6		2.7
Income from operations	8.9		9.0
Interest expense	4.5		5.2
Income before taxes	4.4		3.8
Provision for income taxes	1.8		1.5
Net income	2.6		2.3

Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008

Net Sales. Net sales for the three months ended March 31, 2009 were $169.1 million, an increase of $11.4 million, or 7.3%, versus net sales of $157.7 million for the three months ended March 31, 2008. The sales growth was primarily the result of a $5.6 million, or 4.1%, same-center sales growth, a $2.0 million, or 10.4% increase in external sales of our distribution segment, and $4.1 million increase related to acquired entities.

Cost of Materials Sold. Cost of goods sold - materials for the three months ended March 31, 2009 was $51.0 million, an increase of $4.3 million, or 9.3%, over $46.7 million for the same period in the prior year. The increase was the result of growth in sales. Cost of goods sold - materials as a percentage of net sales increased to 30.2% in 2009 from 29.6% in 2008. The increase in cost of materials as a percentage of sales resulted from a change in the sales mix of businesses and products.

Personnel Costs. Personnel costs for the three months ended March 31, 2009 increased by $3.8 million to $64.1 million from $60.3 million, for the three months ended March 31, 2008. The increase was principally due to $1.9 million of additional personnel cost from acquired entities, $1.2 million of employee benefit costs, and merit increases of $0.9 million, offset by lower temporary labor costs of $0.2 million.

Other Operating Expenses. Other operating expenses for the three months ended March 31, 2009 increased by $2.2 million to $34.5 million from $32.2 million, for the three months ended March 31, 2008. The increase is due primarily to additional variable compensation accruals of $1.9 million, higher occupancy costs of $0.8 million, acquisitions of $0.7 million, offset by lower advertising costs of $0.7 million and $0.3 million of reductions in other overhead costs.

Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2009 was $4.5 million versus $4.2 million for the three months ended March 31, 2008. The increase is a result of increased depreciation related to recent leasehold improvements and computer hardware and software over the past twelve months.

Income from Operations. Principally due to the increase in net sales, income from operations increased $0.9 million to $15.1 million for the three months ended March 31, 2009 compared to $14.2 million in the three months ended March 31, 2008.

Interest Expense. Interest expense for the three months ended March 31, 2009 decreased to $7.6 million compared to $8.3 million for the three months ended March 31, 2008 primarily due to lower variable rates.

Income Taxes. An income tax provision of $3.0 million was recognized for the three months ended March 31, 2009 compared to $2.4 million for the same period of the prior year. The change in the income tax provision was primarily the result of higher income from operations. The effective tax rate was 40% for the three months ended March 31, 2009 and 2008. The effective tax rates consist principally of the federal statutory tax rate of 35.0% and state income taxes.

Net Income. As a result of the above, we recorded net income of $4.5 million for the three months ended March 31, 2009, compared to $3.6 million for the same period in the prior year.

Financial Condition, Liquidity, and Capital Resources

Cash Flows

Our working capital at March 31, 2009 was $210.2 million compared to $170.2 million at March 31, 2008. Working capital increased principally as a result of continued strong cash collections. Cash flows used in operations of $3.7 million for the three months ended March 31, 2009 compared favorably to $7.5 million of cash flows used in operations in the prior year primarily due to improved operating results. Days sales outstanding (“DSO”), which is the number of days between the billing for our O&P services and the date of our receipt of payment thereof, for the three months ended March 31, 2009 decreased to 48 days compared to 51 days for the same period last year. The decrease in DSO is due to a continued effort at our patient-care centers to target collections.

Net cash used in investing activities was $4.6 million for the three months ended March 31, 2009, versus $5.0 million for the same period in the prior year. Cash used in investing activities in the current period included $2.8 million related to the purchase of computer related assets, machinery and equipment and leasehold improvements and $2.1 million related to acquisitions of patient-care centers.

Net cash provided by financing activities was $1.8 million for the three months ended March 31, 2009, compared to cash used in financing activities of $1.5 million for the three months ended March 31, 2008. The increase in cash provided by financing activities was primarily due to the proceeds from the issuance of common stock related to the exercise of employee stock options.

Debt

Long-term debt consisted of the following:

	March 31,			December 31,
(In thousands)	2009			2008
	(Unaudited)

Revolving Credit Facility	$	15,253		$	15,253
Term Loan	223,064			223,064
10 1/4% Senior Notes due 2014	175,000			175,000
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 5.0% to 10.8%, maturing through December 2011	9,617			9,007
	422,934			422,324
Less current portion	(4,280		)	(3,794		)
	$	418,654		$	418,530

Revolving Credit Facility

The $75.0 million Revolving Credit Facility matures on May 26, 2011 and bears interest, at the our option, at LIBOR plus 2.75% or a Base Rate (as defined in the credit agreement) plus 1.75%. The obligations under the Revolving Credit Facility are guaranteed by our subsidiaries and are secured by a first priority perfected interest in the our subsidiaries’ shares, all of our assets and all the assets of our subsidiaries. The Revolving Credit Facility requires compliance with various covenants including but not limited to a maximum total leverage ratio and a maximum annual capital expenditures limit. As of March 31, 2009, we were in compliance with all such covenants. In response to the volatility in the current global credit markets, on September 26, 2008 we decided to validate its borrowing capacity and availability by submitting a $20.0 million borrowing request under the facility. As anticipated Lehman Commercial Paper, Inc. (“LCPI”), a subsidiary of Lehman Brothers Holdings, Inc. (“Lehman”), failed to fund its pro-rata commitment of $4.7 million and we borrowed a total of $15.3 million under the facility on September 29, 2008. LCPI’s total commitment is $17.8 million of our total $75.0 million dollar facility. As of March 31, 2009, we had $37.9 million available under the revolving credit facility, net of LCPI’s $17.8 million commitment, $15.3 million already borrowed, and $4.0 million of outstanding letters of credit. At March 31, 2009, the interest rate under the Revolving Credit Facility was 3.91%.

Term Loan

we were in compliance with all such covenants. The Term Loan bears interest, at the our option, at LIBOR plus 2.00% or a Base Rate (as defined in the credit agreement) plus 1.00%. At March 31, 2009, the interest rate on the Term Loan was 2.52%.

Interest rate swaps

In May 2008, we entered into two interest rate swap agreements under which $150.0 million of our variable rate Term Loans were converted to a fixed rate of 5.4%. The agreements, which expire April 2011, qualify as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities or (“SFAS 133”). The fair value of each interest rate swap is an estimate of the present value of expected future cash flows we are to receive under the applicable interest rate swap agreement. The valuation models used to determine the fair value of the interest rate swap are based upon forward yield curve of one month LIBOR (level 2 inputs), the hedged interest rate. There was ineffectiveness relating to the interest rate swaps for the three months ended March 31, 2009 of a negligible amount, which is reported in the income statement. Unrealized losses, related to the effective portion of the interest rate swap, of $6.5 million are reported in accumulated other comprehensive income, a component of shareholders’ equity. The interest rate swap current liability of $4.0 million is reported in accrued expenses, while the interest rate swap long-term liability of $3.2 million is reported in other liabilities on our balance sheet as of March 31, 2009.

10 ¼% Senior Notes

The 10 ¼% Senior Notes mature June 1, 2014, are senior indebtedness and are guaranteed on a senior unsecured basis by all of our current and future domestic subsidiaries. Interest is payable semi-annually on June 1 and December 1, and commenced on December 1, 2006. The Senior Notes are subject to covenants that mirror those of the Revolving Credit Facility and as of March 31, 2009, we were in compliance with all such covenants.

On or prior to June 1, 2009, we may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 110.250% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, with the net cash proceeds of an equity offering; provided that (i) at least 65% of the aggregate principal amount of the notes remains outstanding immediately after the redemption (excluding notes held by us and our subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of the equity offering.

Except as discussed above, the notes are not redeemable at our option prior to June 1, 2010. On or after June 1, 2010, we may redeem all or part of the notes upon not less than 30 days and no more than 60 days’ notice, for the twelve-month period beginning on June 1 of the following years; at (i) 105.125% during 2010; (ii) 102.563% during 2011; and (iii) 100.0% during 2012 and thereafter.

General

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 twelve months to fund

anticipated capital expenditures and make required payments of principal and interest on our debt, including payments due on our outstanding debt. We also believe that based on our cash and cash equivalents balances of $51.9 million at March 31, 2009 and our expected continued increase in operating cash flows, the current lack of liquidity in the ARS market will not have a material impact on our liquidity, financial condition, results of operations or cash flows. In addition, we will continue to evaluate potential acquisitions and expect to fund such acquisitions from our available sources of liquidity, as discussed above. We are limited to $40.0 million in acquisitions annually by the terms of the Revolving Credit Facility agreement.

Preferred Stock

In June 2008, the average closing price of our common stock price exceeded our forced conversion price of the Series A Convertible Preferred Stock by 200% for a 20-trading day period, triggering an acceleration of the Series A Preferred dividends that were otherwise payable through May 26, 2011. The accelerated dividends were paid in the form of increased stated value of preferred stock, in lieu of cash. On July 25, 2008, we notified the holder of the Series A Preferred of our election to force the conversion of the Series A Preferred into 7,308,730 shares of common stock. The conversion of the preferred shares to common stock occurred on August 8, 2008.

Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of March 31, 2009 (unaudited):

	Payments Due by Period
(In thousands)	2009		2010		2011		2012		2013		Thereafter		Total

Long-term debt	$	3,365	$	4,587	$	19,937	$	4,606	$	215,439	$	175,000	$	422,934
Interest payments on long-term debt	23,088		24,528		24,031		23,534		20,655		—		115,836
Operating leases	25,275		27,623		21,623		15,667		9,580		8,672		108,440
Capital leases and other long-term obligations	1,215		2,445		2,629		2,089		1,521		8,736		18,635
Total contractual cash obligations	$	52,943	$	59,183	$	68,220	$	45,896	$	247,195	$	192,408	$	665,845

(1) Other long-term obligations consist primarily of amounts related to our Supplemental Executive Retirement Plan, earnout payments and payments under the restructuring plans.

In addition to the table above, the Company has certain other tax liabilities as of March 31, 2009 comprised of $1.4 million of unrecognized tax benefits, of which $0.5 million is expected to be settled in the fiscal year 2009, with the remainder thereafter.

Off-Balance Sheet Arrangements

The Company’s wholly-owned subsidiary, Innovative Neurotronics, Inc. (“IN, Inc.”), is party to a non-binding purchase agreement under which it purchases assembled WalkAide System kits. As of March 31, 2009, IN, Inc. had outstanding purchase commitments of approximately $0.3 million.

Market Risk

We are exposed to the market risk that is associated with changes in interest rates. At March 31, 2009, all our outstanding debt, with the exception of the Revolving Credit Facility and $73.1 million of the Term Loan, is subject to fixed interest rates (see Item 3 below).

Forward Looking Statements

This report contains forward-looking statements setting forth our beliefs or expectations relating to future revenues, contracts and operations, as well as the results of an internal investigation 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 centers, our ability to enter into and derive benefits from managed-care contracts, our ability to successfully attract and retain qualified O&P practitioners, 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. 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

We have existing obligations relating to our 10 ¼% Senior Notes, Term Loan, and Subordinated Seller Notes. As of March 31, 2009, we have cash flow exposure to the changing interest rates on $73.1 million of the Term Loan and the entire $15.3 million borrowed under the Revolving Credit Facility. The other obligations have fixed interest or dividend rates.

We have a $75.0 million revolving credit facility, with an outstanding balance of $15.3 million at March 31, 2009, as discussed in Note G of the Notes to Consolidated Financial Statements included in this report. The rates at which interest accrues under the entire outstanding balance are variable.

In addition, in the normal course of business, we are exposed to fluctuations in interest rates. From time to time, we execute LIBOR contracts to fix interest rate exposure for specific periods of time. At March 31, 2009, we had one contract outstanding which fixed LIBOR at 2.52% and the contract expired on April 27, 2009.

Presented below is an analysis of our financial instruments as of March 31, 2009 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 Term Loan, the Revolving Credit Facility,

and the Interest Rate Swap, calculated for an instantaneous parallel shift in interest rates, plus or minus 50 basis points (“BPS”), 100 BPS, and 150 BPS.

	Annual Interest Expense Given an Interest Rate Decrease of X Basis Points						No Change in		Annual Interest Expense Given an Interest Rate Increase of X Basis Points
Cash Flow Risk	(150 BPS)		(100 BPS)		(50 BPS)		Interest Rates		50 BPS		100 BPS		150 BPS
(In thousands)
Term Loan	$	2,275	$	3,391	$	4,506	$	5,621	$	6,737	$	7,852	$	8,967
Revolving Credit Facility	368		444		520		596		673		749		825
Interest Rate Swap	4,549		4,473		4,396		4,320		4,244		4,167		4,091

	$	6,824	$	7,863	$	8,902	$	9,941	$	10,980	$	12,019	$	13,058

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. 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 effective as of March 31, 2009 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.

Change 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 was no change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2009, that has materially effected, or is reasonably likely to materially effect, the Company’s internal control over financial reporting.

Part II. Other Information

ITEM 1A. RISK FACTORS.

Item 1A (“Risk Factors”) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 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.

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

We derived 41.4% and 39.5% of our net sales for the three months ended March 31, 2009 and 2008, 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 sets 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 maximum reimbursement level 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. 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 for 2008 and 2007 were 2.7% and 4.3%, respectively. Effective January 1, 2009, the Medicare price increase was 5.0%. 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. We cannot predict whether any such modifications to the fee schedules will be enacted or what the final form of any modifications might be.

On April 24, 2006, the Centers for Medicare & Medicaid Services announced a proposed rule that would call for a competitive bidding program for certain covered prosthetic and orthotic equipment as required by the Medicare Modernization Act of 2003. We cannot now identify the impact of such proposed rule on us.

Funds associated with certain of our auction rate securities may not be accessible and our auction rate securities may experience an other than temporary decline in value, which would adversely affect our income.

Our investments include an auction rate security (“ARS”), classified as other long term assets, reported at an aggregate fair value of $1.6 million and an aggregate cost of $2.5 million, as of March 31, 2009. ARS are securities that are structured with short-term interest rate reset dates which generally occur every 28 days, but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors can attempt to sell via auction or continue to hold the securities at par. The auctions for all of the ARS held by us were unsuccessful as of March 31, 2009. The funds associated with these will not be accessible until a successful auction occurs, a buyer is found outside of the auction process or the underlying securities have matured.

ITEM 6. Exhibits

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

Exhibit No.		Document

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.

SIGNATURES

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

HANGER ORTHOPEDIC GROUP, INC.


Dated: May 7, 2009	/s/ Thomas F. Kirk
	Thomas F. Kirk
	President and Chief Executive Officer
	(Principal Executive Officer)


Dated: May 7, 2009	/s/ George E. McHenry
	George E. McHenry
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)


Dated: May 7, 2009	/s/ Thomas C. Hofmeister
	Thomas C. Hofmeister
	Vice President of Finance
	(Chief Accounting Officer)