Hanger,Inc. (OTCMKTS:HNGR) Files An 8-K Results of Operations and Financial Condition

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Hanger,Inc. (OTCMKTS:HNGR) Files An 8-K Results of Operations and Financial Condition

Item 2.02 Results of Operations and
Financial Condition
.

Hanger,Inc. (the Company) has previously reported in its
Current Reports on Form8-K filed with the Securities and Exchange
Commission (the SEC) on February17, 2015, March23, 2015,
June9, 2015, September21, 2015, November12, 2015, February26,
2016, May10, 2016, August1, 2016, November17, 2016 and March15,
2017 (the Prior Form8-Ks) that the Company will be
restating certain previously filed financial statements and
certain related financial data as a result of various accounting
issues, material weaknesses in its internal controls over
financial reporting and related matters. The Company has not yet
filed financial statements for the third quarter of 2014, the
full year ended December31, 2014, the first, second and third
quarters of 2015, the full year ended December31, 2015, the
first, second and third quarters of 2016, the full year ended
December31, 2016 and the first quarter of 2017. As previously
disclosed in the Prior Form8-Ks, due to the Companys ongoing
remediation of its financial accounting and reporting processes,
the existence of material weaknesses and its preparation of
restated financial statements, certain of Companys filings will
be further delayed for an extended period of time.

The Company is currently working to complete its accounting
processes and prepare its restated financial statements for 2012
and 2013 as well as its 2014 financial statements. In particular,
the Company is currently finalizing its accounting and providing
audit support related to its provision for income taxes for the
periods encompassed in its pending Annual Report on Form10-K for
the year ended December31, 2014 (the 2014 Form10-K). Due
to the existence of the material weaknesses and the findings of
the previously disclosed Audit Committee investigation, the
Company found it necessary to undertake the comprehensive
substantiation of its historical results. These efforts, combined
with the time necessary to research, document and review the
application of its accounting policies, has caused ongoing delays
in the completion of the 2014 Form10-K. Recently, these delays
have related primarily to issues the Company has encountered in
its historical tax accounting. Absent the discovery of any
currently unforeseen issues or events, the Company currently
believes it will complete and file the 2014 Form10-K in May2017.

Separately, the Company has begun the preparation of its 2015 and
2016 financial statements and certain related financial data, and
is currently in the process of commencing the audit for those
years. The Company believes its prior reconstruction,
reconciliation and correction of the accounting records and
ledgers supporting the preparation of its 2014 consolidated
financial statements, along with its formal clarification and
documentation of its updated and revised accounting policies,
will reduce the cost and timetable necessary for the completion
of its 2015 and 2016 financial accounting and reporting processes
compared to the 2012, 2013 and 2014 years encompassed in the
pending 2014 Form10-K. Nevertheless, due to the existing material
weaknesses in its key controls, it will be necessary for the
Company to prepare and undertake substantive testing and
confirmation of its financial accounting, and these activities
will cause an extended timetable for the completion of its 2015
and 2016 financial statements. Accordingly, while the Company
intends to prepare and complete its consolidated financial
statements for 2015 and 2016, and file its Annual Report on
Form10-K for the year ended December31, 2016 (the 2016
Form10-K
) containing those financial statements, as
expeditiously as possible, it cannot at this time estimate the
ultimate date of completion of those financial statements and the
filing of the 2016 Form10-K.

Cash Flow Data

Due to the continuing activities described above, the Company is
not yet able to provide preliminary balance sheet or income
statement data for the financial periods for which it has not yet
provided financialstatements or reports. The Company believes,
however, that it has sufficient

information from which to provide the following preliminary
estimates of certain cash flow data for the periods set forth
below.

The preliminary estimated amounts provided below are based on
information currently available, which the Company believes is
reasonable. However, the amounts remain subject to material
change at such time as the Company files its financial
statements and reports covering the periods set forth below,
and there can be no assurance that these numbers will remain as
disclosed herein in the financial statements and reports that
the Company files with the SEC. Such changes, if they occur,
may include re-classification of amounts between cash flow
statement line items.

SUMMARY CASH FLOW INFORMATION

ESTIMATED AMOUNTS

SUBJECT TO FURTHER REVIEW AND MATERIAL CHANGE

(In Millions of Dollars; Unaudited)

Threemonth period ending March31, 2016

Twelve month period ending December
31,2016

Threemonth period ending March31, 2017

Twelve month period ending March31, 2017

Net cash (used in) / provided by operating activities

$

(19

)

$

$

(11

)

$

Net cash used in investing activities

(8

)

(19

)

(3

)

(14

)

Net cash (used in) / provided by financing activities

(11

)

(103

)

(83

)

Decrease in cash and cash equivalents

(38

)

(51

)

(5

)

(18

)

Cash and cash equivalents, at beginning of period

Cash and cash equivalents, at end of period

$

$

$

$

Other disclosures:

Cash interest paid

$

$

$

$

Cash taxes (refunds received) / paid

(34

)

(1

)

(35

)

Certain cash payments to 3rd party professional firms (as
described below)

Non-cash financing and investing
activities:

Net additions / (retirements) of capital lease
obligations

(2

)

(3

)

The Other disclosures information provided in the table above
reflects items that are inherently included as deductions
within the net cash numbers provided on the Net cash provided
by operating activities line item.

Certain cash payments to 3rdparty professional firms reflect
amounts paid to third party professional firms in connection
with the identification and remediation of the Companys
accounting issues, and the preparation and audit of its annual
financial statements, in excess of the expenses historically
incurred in connection with the Companys annual financial
statement preparation and audit activities. Disclosure of these
expenditures has been provided to assist in the explanation of
changes in

the Companys cash flow trends between the comparative periods
disclosed in the table. Cash payments differ in timing from the
Companys recognition of expenses in that certain of these
professional expenses incurred in connection with the 2014
audit but paid during 2015, 2016, and 2017 will be recognized
in the year ended December31, 2014. The Company currently
estimates that expenses in excess of historically incurred
amounts will be approximately $37.9 million for 2014, $23.1
million for 2015, $36.5 million for 2016 and $9.1 million for
the first quarter of 2017, for a total of $106.6 million for
these prior periods, of which $87.9 million has been paid
through March31, 2017. The Company considers its historically
incurred amounts to have been approximately $2.0 million a
year, for a total of $39.9 million in total expenses in 2014,
$25.1 million in 2015, $38.5 million in 2016 and $9.6 million
for the first quarter of 2017, and a total of $113.1 million
for the three years. Amounts relating to these fees that have
been incurred, but not yet paid and reflected in the above
table, will be paid in future periods.

During 2016 and the first quarter of 2017, the Company
benefited significantly from favorable working capital changes,
the effect of which has been to increase net cash provided by
operating activities. These favorable effects have primarily
related to substantially improved collections and reductions in
accounts receivable. During the third quarter of 2016, the
Company also benefited from federal income tax refunds totaling
approximately $35.0 million. Accordingly, operating cash flow
as presented above should not be considered reflective of any
trend in the Companys underlying operating results, nor should
they be deemed to indicate any amount of relative underlying
earnings from operations. These amounts, when viewed along with
other disclosures the Company has made concerning its
outstanding indebtedness and other obligations, should be used
solely for the purposes of assisting in the assessment of the
Companys current sources and uses of cash, and liquidity.

The Company paid $10.4 million in fees in 2016 to the holders
of its debt to obtain the consent to modifications to the
underlying debt instruments. Included in these amounts, the
Company paid $4.1 million in 2016 to obtain amendments and
waivers to the Credit Agreement, dated as of June17, 2013 among
the Company, the lenders from time to time party thereto and
Bank of America, N.A. (the Credit Agreement). The
remaining $6.3 million in fees paid 2016 relate to the Fourth
and Fifth Supplemental Indentures to theIndenture (the
Indenture) among the Company, the Guarantors and
Wilmington Trust Company, as Trustee, to which the Company had
issued $200 million in aggregate principal amount of Senior
Notes due 2018 (the Notes). The Company redeemed the
Notes and the Indenture was satisfied and discharged in
August2016. In addition to fees paid to holders of its debt,
the Company also paid legal and professional fees in connection
with these amendments and waivers of $8.0 million in 2016.

Liquidity

As discussed in a Current Report on Form8-K filed on August1,
2016, the Company entered into the Fifth Amendment and Waiver,
effective as of August1, 2016 (the Fifth Amendment and
Waiver
), with respect to the Credit Agreement, which waives
defaults and events of default under the Credit Agreement and
also modifies certain of the terms and covenants contained in
the Credit Agreement, including by increasing the applicable
interest rates, with some of the modifications terminating at
such time as the Company meets various conditions. The Fifth
Amendment and Waiver also provides that the failure by the
Company to deliver the Required Financial Information (as
defined in the Fifth Amendment and Waiver) to the agent for the
Credit Agreement on or before August15, 2017 shall be an
additional event of default under the Credit Agreement. The
Required Financial Information includes, among other things,
the Companys audited consolidated financial statements and
related footnotes for 2014, 2015 and 2016. The Company also
entered into the new credit agreement (the Term B Credit
Agreement
) by and among the Company, the various lenders
party thereto and Wilmington Trust, National Association, as
administrative agent, which provides for a $280 million senior
unsecured term loan facility under which

all outstanding principal is due at maturity on August1, 2019
and all borrowings bear interest at a fixed rate per annum
equal to 11.50% payable quarterly in arrears.

Also as discussed in a Form8-K filed on August1, 2016, the
Company issued a notice of redemption to the holders of all of
the Notes to the terms of the Indenture. The Company redeemed
the Notes and the Indenture was satisfied and discharged in
August2016. As a result of this redemption and defeasance,
there are no Notes outstanding and the Indenture is no longer
effective.

If the Company fails to comply with the terms of its Credit
Agreement as amended by the Fifth Amendment and Waiver or the
terms of its Term B Credit Agreement, or is unsuccessful at
further amending or waiving the Credit Agreement when the
existing amendments and waivers expire (if such further
amendment and waivers become necessary), then the Company may
be subject to numerous penalties, including but not limited to
the acceleration of all of its debt outstanding to the Credit
Agreement and the Term B Credit Agreement. In the event that
the debt were to be accelerated, then the Company may need to
seek alternative financing to satisfy its obligations. This
alternative financing may not be available to the Company on
terms that are favorable to it, or at all.

The Company currently believes that cash generated from
operations, together with other available sources of liquidity,
including borrowings available under its Credit Agreement and
the Term B Credit Agreement, will be sufficient for at least
the next twelve months to fund anticipated capital
expenditures, make required routine payments of principal and
interest on debt as such payments become due, and pay the
additional third party expenses that the Company continues to
incur as a result of the ongoing work relating to the filing of
its financial statements.A table setting forth the
Companys outstanding indebtedness as of March31, 2017, is
included below.

At March31, 2017, the Company had $0.6 million in cash and cash
equivalents and $83.5 million in undrawn capacity available to
it through the $118.3 million Aggregate Revolving Commitment
under its Credit Agreement. As of that date, the Company had
$18.0 million in borrowings and $6.1 million in letters of
credit outstanding under its Aggregate Revolving Commitment.
The Companys availability under the Aggregate Revolving
Commitment was further limited by $10.7 million to the
applicable usage limitation as specified in the Credit
Agreement.

For covenant purposes, the Company defines liquidity under the
Credit Agreement as being comprised of cash and cash
equivalents available to it in its bank accounts, which differs
from the Companys financial statement presentation of liquidity
in that it does not reflect reduction for un-cleared checks and
related items, which amounted to $6.8 million as of March31,
2017. As of March31, 2017, the Company had $7.4 million in cash
and cash and financial instruments available to it in its bank
accounts, which when coupled with the $83.5 million in
available undrawn capacity under the Aggregate Revolving
Commitment under the Credit Agreement, provided the Company
with liquidity of $90.9 million for the purposes of the Credit
Agreement.

Table of Debt

Amounts are preliminary and subject to material change

(In millions; Unaudited)

Asof March31, 2017

Revolving Credit Facility

$

Term Loan under Existing Credit Facility

New Term B Credit Agreement

Subordinated Seller Notes, non-collateralized, net of
unamortized discount and principal

Capital Leases, including Build to Suit

Total debt

Cash and cash equivalents

Total Debt, less Cash and cash
equivalents

$

Disclosures About Forward-Looking
Statements

This Form8-K contains certain forward-looking
statements relating to the Company. All statements, other than
statements of historical fact included herein, are
forward-looking statements, including statements regarding the
timing of filing of, and the outcome of the Companys work in
connection with, completing certain financial statements and
other financialdata. These forward-looking statements are often
identified by the use of forward-looking terminology such as
intends, expects or similar expressions and involve known and
unknown risks and uncertainties. Although the Company believes
that the expectations reflected in these forward-looking
statements are reasonable, they do involve assumptions, risks,
and uncertainties, and these expectations may prove to be
incorrect.
Investors should
not place undue reliance on these forward-looking statements,
which speak only as of the date of this filing. The Company
disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. These uncertainties include, but
are not limited to, the risk that additional information may
arise during the course of the Companys ongoing financial
statement preparation and closing processes that would require
the Company to make additional adjustments or revisions to its
estimates or financial statements and other financial data, to
restate further its financial statements and other financial
data for current or historical periods, to identify additional
material weaknesses, or to take any other necessary action
relating to the Companys accounting practices; the time
required to complete the financial statements and other
financial data and accounting review; the time required to
prepare its periodic reports for filings with the Securities
and Exchange Commission; and any regulatory review of, or
litigation relating to, the Companys accounting practices,
financial statements and other financial data or other
corporate actions. For additional information and risk factors
that could affect the Company, see its Form10-K for the year
ended December31, 2013 and its Form10-Q for the quarter ended
June30, 2014 as well as the risk factor set forth in Item 8.01
of the Companys Current Report on Form8-K filed February17,
2015, each as filed with the Securities and Exchange
Commission. The information contained in this filing is made as
of the date hereof, even if this filing is subsequently made
available by the Company on its website or otherwise.


About Hanger, Inc. (OTCMKTS:HNGR)

Hanger, Inc. is a rehabilitative product and service company. The Company delivers orthotic and prosthetic (O&P) patient care, products, services and therapeutic solutions. The Company offers advanced prosthetics and orthotics, clinically differentiated programs and unsurpassed customer service. The Company comprises nine business units that serve various segments of the O&P industry. The Company’s segments include Patient Care, and Products & Services. The Patient Care segment includes Hanger Clinic and Linkia. The Hanger Clinic specializes in orthotic and prosthetic services and products. Linkia is a specialty healthcare company, which is engaged in the O&P management and care. The Products & Services segment includes Southern Prosthetic Supply (SPS), Accelerated Care Plus (ACP), SureFit, Innovative Neurotronics, Inc. and SPS National Labs.

Hanger, Inc. (OTCMKTS:HNGR) Recent Trading Information

Hanger, Inc. (OTCMKTS:HNGR) closed its last trading session 00.00 at 12.95 with shares trading hands.