1. Why is the Company delayed in making its periodic report filings with the SEC? As previously disclosed, the Company is restating its historical financial statements and other financial data 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 involve, among other things, the identification, collection and technical evaluation of detailed transaction-level information and support, which requires substantial time and effort, and have contributed, and are expected to continue to contribute, to the time-consuming nature of the Company’s restatement and financial statement preparation processes. Additional information regarding these matters is included in the Company’s Current Report on Form 8-K filed on February 26, 2016. (Response dated 2/26/16)
2. 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 has 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 has halted trading in the Company's common stock and has commenced the delisting process. 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 2/29/16)
3. 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)
4. What has caused the Company to be in non-compliance with NYSE listing standards?
The Company is not currently in compliance with NYSE listing standards as a result of having not yet filed with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014. The Company has previously announced its intention to restate its financial filings for 2014 and prior years due to accounting misstatements relating to those historic periods and is in the process of completing that work. Information relating to these planned restatements can be found in the Company's filings on Form 8-K with the SEC, and are available on the SEC's public Web site at www.sec.gov and in the SEC filings section of Hanger's website. However, given that delays in the Company's finalization of its restatements are expected to extend for more than a year past the original deadline for the 2014 Form 10-K filing, the NYSE has suspended trading and begun the process of delisting the common stock. (Response dated 2/26/16)
5. 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)
6. 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)
7. 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)
8. 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)
9. 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)
10. Who is Hanger, Inc.'s transfer agent?
Computershare P.O. Box 30170College Station, TX 77842-31701.877.832.7268www.computershare.com/investor
11. How can I contact Hanger, Inc. Investors Relations?
E-Mail: firstname.lastname@example.orgPhone: 512.777.3690 Postal Mail:Investor RelationsHanger, Inc., Inc. 10910 Domain Drive, Suite 300Austin, TX 78758
12. Who is the Company's independent registered public accounting firm?
PricewaterhouseCoopers LLP300 West 6th Street, Suite 1800Austin, TX 78701
13. 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.