Current Report Filing (8-k)
June 08 2020 - 6:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
June 8, 2020
Hanger, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-10670
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84-0904275
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices
(zip code))
(512) 777-3800
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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HNGR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously
disclosed, in April 2020, Hanger, Inc. (the “Company”) experienced a decline in day- adjusted patient
appointment volumes in its Patient Care clinics of approximately 40% as compared to the same period in 2019. For the month of
May 2020, the Company has seen a reduction in day-adjusted patient appointments when compared to the same period in
May 2019 of approximately 34%. As of the end of May 2020, the Company had temporarily closed 24 patient care
clinics and 165 were open for reduced hours or by appointment only, as compared to 27 and 179, respectively, as of the end of
April 2020. Day-adjusted billings for componentry delivered to independent providers or orthotics and prosthetics by the
Company’s distribution services business decreased by approximately 37% during the month of May 2020 as compared
to a decrease of approximately 40% during the month of April 2020, when compared to the respective period in the prior
year.
On June 4, 2020,
the Company had liquidity of $170.5 million, comprised of $154.7 million in available cash and investment balances and $15.8 million
in undrawn capacity under its revolving credit facility.
Also as
previously disclosed, on March 31, 2020, the Company announced that all members of its senior leadership team, including
all of the Company’s named executive officers, had agreed to forego base salary in varying percentages during the
period commencing on April 4, 2020 and concluding on or before October 2, 2020 (the “Reduction Period”)
as a part of the Company’s efforts to mitigate the financial impact of the COVID-19 pandemic on the Company. Each of
the named executive officers further agreed to waive any breach of his amended and restated executive employment agreement
with the Company (each, an “Employment Agreement”) that would be triggered by the salary reduction during the
Reduction Period, while also preserving the definition of base salary under the Employment Agreement for all other
purposes.
Effective May 30,
2020, the Company reinstated a portion of the initial base salary reduction announced on March 31, 2020. The percentage of
base salary that each of the named executive officers will forego during the remainder of the Reduction Period, subject to further
modification, is as follows: Vinit K. Asar: 100%; Thomas E. Kiraly: 50.25%; Samuel M. Liang: 41.72%; Thomas E. Hartman: 31.77%;
and Scott Ranson: 31.69%. All of the other members of the senior leadership team are similarly foregoing between 30.97% and 31.52%
of their base salary during the remainder of the Reduction Period.
In addition, the Company
implemented certain personnel cost reductions during the Reduction Period for all exempt employees in response to anticipated decreases
in business volume, including an average 32% decrease in the salaries of all exempt employees. Effective May 30, 2020 the
Company reinstated a portion of the salary reduction for its exempt employees, resulting in an average 21% decrease in salaries
for the remainder of the Reduction Period. Each of the members of our Board of Directors continues to forego the quarterly installments of their annual cash retainer
during the Reduction Period.
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 hereunto duly authorized.
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HANGER, INC.
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By:
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/s/ Thomas E. Hartman
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Thomas E. Hartman
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Senior Vice President and General Counsel
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Dated: June 8, 2020
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