1. Why is the Company delayed in making its periodic report filings with the SEC? As disclosed in the Company’s 2014 Annual Report on Form 10-K filed on May 12, 2017 the financial statements and other financial data contained within that Annual Report on Form 10-K restated previously issued financial information for the fiscal years ended December 31, 2013, 2012, 2011, and 2010; the interim periods ended March 31, 2014 and June 30, 2014, and all interim periods of 2013 (collectively, the “Restatement Periods”) as a result of various accounting misstatements, errors and related matters, and has identified and is remediating a number of material weaknesses in its internal controls over financial reporting. These restatement and remediation activities involved, among other things, the identification, collection and technical evaluation of detailed transaction-level information and support, which required substantial time and effort and have contributed, and are expected to continue to contribute, to the time-consuming nature of the Company’s financial statement preparation processes. (Response dated 5/12/17)
2. Now that the Company has filed its 2014 Form 10-K, when does it expect to file its 2015 and 2016 Form 10-Ks?
The Company has commenced the preparation of its financial statements for the annual periods ended December 31, 2016 and December 31, 2015, as well as the quarterly periods of those years, and intends to file those as promptly as practicable. The Company’s work in the preparation of its 2014 Annual Report on Form 10-K should assist it in the preparation of its 2015 and 2016 financial statements in that in order to prepare its 2014 report the Company has researched and documented its primary accounting policies and has been able to organize its manner of accounting for key supporting aspects of its financial statements. Nevertheless, due to the continuing existence of the material weaknesses, the Company will need to perform review, analysis, and substantive procedures in order to best ensure that its financial statements for those periods when filed are complete and accurate in all material respects, and this will necessarily result in its expenditure of additional time before it achieves current filing status. Additional information regarding these matters is included in the Company’s 2014 Annual Report on Form 10-K. (Response dated 5/12/17)
3. Why has trading of the Company's common stock moved to the OTC Markets?
Due to delays in the Company's filing of restated historical financial statements with the Securities and Exchange Commission (SEC), the Company had not been in compliance with the listing standards of the New York Stock Exchange (NYSE) for over a year and, as a result, the NYSE halted trading in the Company's common stock on February 26, 2016 and subsequently delisted the stock. The Company's shares of common stock began trading under the symbol "HNGR" on the OTC Pink, which is operated by OTC Markets Group Inc., on Monday, February 29, 2016. (Response dated 5/12/17)
4. What happened to my Hanger shares upon delisting from the New York Stock Exchange?
Nothing changes with respect to your shares. You are still the owner of the shares, and via trading on the over-the-counter-market, you should be able to trade them through your broker. Instead of trading on the NYSE, the Company's shares of common stock began trading through the OTC Pink beginning on Monday, February 29, 2016, under the symbol "HNGR". (Response dated 2/29/16)
5. What caused the Company to be in non-compliance with NYSE listing standards?
The Company was not in compliance with NYSE listing standards as a result of its failure to file its Annual Report on Form 10-K for the year ended December 31, 2014 within the extended compliance period required by the NYSE. (Response dated 5/12/17)
6. What are the primary differences between trading shares over the NYSE and over-the-counter?
The over-the-counter markets are not an exchange, and the Company does not apply to list its shares. Instead, broker-dealers interested in making a market in the Company's common stock file an application with FINRA, the Financial Industry Regulatory Authority. The quotation of the shares for trading commences after FINRA approves the application. Additionally, instead of using NYSE's trading platform, on the over-the-counter markets brokers trade directly with other brokers. (Response dated 2/26/16)
7. Did the CUSIP/ticker symbol for Hanger's common stock change after the delisting?
While the CUSIP remains the same, 41043F208, the ticker symbol is changed to "HNGR" on the OTC Pink. (Response dated 2/29/16)
8. How do I buy or sell common shares of Hanger?
You may buy or sell Hanger common stock in the same way you buy and sell other securities through the institutional, online or retail broker-dealer of your choice. (Response dated 2/26/16)
9. Does the Company plan to get re-listed on the NYSE or another major national stock exchange?
Yes, the Company intends to become current with its SEC filings as expeditiously as is possible, after which time the Company intends to apply for listing on a national stock exchange. (Response dated 2/26/16)
10. Does the Company’s filing of its 2014 Annual Report on Form 10-K qualify as being current with its SEC filings?
No, the Company must file its Form 10-Ks for the annual periods ended December 31, 2016 and December 31, 2015, as well as the reporting for the quarterly periods of those years and reporting for the historical quarterly periods in 2017 in order to be current. (Response dated 5/12/17)
11. Does delisting from the NYSE impact the voting rights of stockholders?
No. The delisting does not impact stockholders' voting rights. Each share of Hanger common stock continues to have one vote on any matter brought to a stockholder vote. (Response dated 2/29/16)
12. Who is Hanger, Inc.'s transfer agent?
Computershare P.O. Box 30170College Station, TX 77842-31701.877.832.7268www.computershare.com/investor
13. How can I contact Hanger, Inc. Investors Relations?
E-Mail: InvestorRelations@hanger.comPhone: 512.777.3690 Postal Mail:Investor RelationsHanger, Inc., Inc. 10910 Domain Drive, Suite 300Austin, TX 78758
14. Who is the Company's independent registered public accounting firm?
PricewaterhouseCoopers LLP300 West 6th Street, Suite 1800Austin, TX 78701
15. How can I obtain Hanger's public SEC filings?
All Hanger, Inc. public filings with the SEC are available at no charge on the SEC's public website at www.sec.gov. You can also find these filings in the SEC filings section of Hanger's website.