8-K

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): March 18, 2013

Hanger, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation 1-10670 (Commission File Number) 84-0904275 (IRS Employer Identification
No.)

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)

Hanger Orthopedic Group, Inc.

(Former name)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Item 2.02.Results of Operations and Financial Condition.

On March 18, 2013, Hanger, Inc. (the “Company”) issued a press release announcing its intention to restate its consolidated financial statements for the quarters ended March 31, 2012 and 2011 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as described in Item 4.02 of this Current Report on Form 8-K.  The Company reached the determination to restate on March 18, 2013 following review of the matter by the Audit Committee of the Company’s Board of Directors in consultation with management.  The information provided in Item 4.02 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.

A copy of the press release announcing the restatement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.

Item 4.02.Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 18, 2013, the Audit Committee of the Company’s Board of Directors, in consultation with management, concluded that the Company’s consolidated financial statements for the quarters ended March 31, 2012 and 2011 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 should be restated to correct errors in the Company’s valuation of work-in-process (“WIP”) inventory. These corrections are being made to reflect the impact on the Company’s valuation of WIP resulting from changing sales volume from period to period.  The Company’s first and fourth quarters, which are the quarters that historically have the lowest and highest quarterly sales, respectively, experience the greatest impact from these corrections.  The correction to the Company’s valuation of WIP inventory arose in connection with the Company’s review of its historical analysis and calculations of WIP in connection with comments received from the staff of the Securities and Exchange Commission beginning on December 21, 2012 related to the staff’s review of the Company’s Form 10-K for the year ended December 31, 2011.  As a result of the restatement, net income for the quarter ended March 31, 2012 has been increased from $7,555,000, or $0.22 per diluted share of common stock, to $8,636,000, or $0.25 per diluted share of common stock and net income for the quarter ended March 31, 2011 has been increased from $6,213,000 or $0.18 per diluted share of common stock, to $6,752,000, or $0.20 per diluted share of common stock.

In light of this restatement, the Company’s previously filed financial statements and other financial information for the quarters ended March 31, 2012 and 2011 should no longer be relied upon.  The Company intends to file restated financial data for the quarters ended March 31, 2012 and 2011 under cover of Form 10-Q/A for the quarter ended March 31, 2012 as soon as practicable.

The Audit Committee discussed the matters disclosed in this filing with the Company’s independent registered public accountants.

A copy of the press release announcing the restatement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.

This Form 8-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 Company’s work in connection with completing, certain financial statements.  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

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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.  For additional information and risk factors that could affect the Company, see its Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission. The information contained in this filing is made as of the date hereof, even if subsequently made available by the Company on its website or otherwise.

Item 9.01.Financial Statements and Exhibits.

The following exhibit is being furnished with this Current Report on Form 8-K:

99.1Press release dated March 18, 2013.

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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.

HANGER, INC.
By:	/s/ Thomas E. Hartman
	Thomas E. Hartman
	Vice President and General Counsel
Dated: March 18, 2013

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HANGER, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit Number	Description
99.1	Press release of Hanger, Inc. dated March 18, 2013.

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EX-99.1

Exhibit 99.1

	Contacts: George E. McHenry   (512) 777-3800
	Russell G. Allen
	(512) 777-3800

Hanger Files Form 10-K for Year Ended December 31, 2012

·Reports Diluted EPS of $1.83 for 2012, $0.01 Below Previously Announced Preliminary Results

·Adjusts Work-in-Process Inventory Related Accounting Practices

·Will Amend First Quarter 2012 Interim Financial Statements

·Reaffirms Financial Guidance for 2013

Austin, Texas, March 18, 2013 — Hanger, Inc. (NYSE:HGR) announced that it has filed its Annual Report on Form 10-K for the year ended December 31, 2012.  For 2012, the Company reported earnings of $1.83 per diluted share, which is $0.01 per share below preliminary results announced on February 13, 2013.

The revisions to the previously announced earnings resulted from a correction to the manner in which the Company values work-in-process (WIP) inventory. The result of this correction in calculating WIP led to the need to restate the Company’s first quarter 2012 financial results and revise its previously announced preliminary fourth quarter 2012 financial results, resulting in a $0.03 increase in earnings per diluted share for the first quarter of 2012 and a decrease of $0.04 per diluted share for the fourth quarter of 2012 (compared to the amount previously disclosed). The correction had no impact on the second and third quarters of 2012. Similarly, the Company will revise fourth quarter 2011, resulting in a $0.03 decline in earnings per diluted share, whereas first quarter 2011 earnings will increase by $0.02 per share.  The Company intends to amend its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 to reflect the restatement of these first quarter financial statements.  The Company expects that this correction in the calculation of its WIP will affect future quarterly earnings calculations in a manner similar to the revisions to the first and fourth quarters of 2012, although the impact on annual financial results is expected to be immaterial.  As a result, the Company reaffirmed its financial guidance for 2013 as previously disclosed on February 13, 2013, which included guidance on adjusted earnings per diluted share of between $2.02 and $2.09.

About Hanger, Inc. — Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, Hanger, Inc. (NYSE: HGR) delivers orthotic and prosthetic (O&P) patient care, distributes O&P devices and components, and provides therapeutic solutions to the broader post-acute market.  Through its Hanger Clinic business, Hanger is the largest owner and operator of O&P patient care clinics with in excess of 740 locations nationwide.  Through its subsidiary Southern Prosthetic Supply, Inc. (SPS), Hanger distributes branded and private label O&P devices, products, and components in the United States. The Company provides

therapeutic solutions through its Innovative Neurotronics and Accelerated Care Plus businesses.  Steeped in over 150 years of clinical excellence and innovation, Hanger’s vision is to be the partner of choice for products and services that enhance human physical capability.  For more information on Hanger, visit www.hanger.com and follow us at www.Facebook.com/HangerNews, www.Twitter.com/HangerNews, and www.YouTube.com/HangerNews.

This document contains forward-looking statements relating to the Company’s results of operations.  The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements.  Statements relating to future results of operations in this document reflect the current views of management.  However, various risks, uncertainties and contingencies could cause actual results or performance to differ materially from those expressed in, or implied by, these statements, including the timing of filing of, and the outcome of the Company’s work in connection with completing, certain financial statements, the Company’s ability to enter into and derive benefits from managed care contracts, the demand for the Company’s orthotic and prosthetic services and products and the other factors identified in the Company’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934.  The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.