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): August 21, 2013

Hanger, Inc.

(Exact name of registrant as specified in its charter)

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

Formerly Hanger Orthopedic Group, Inc.

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):

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

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

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

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

Item 7.01.  Regulation FD Disclosure

From time to time, Hanger, Inc. (“we”, “our” or the “Company”) makes presentations to the investment community. The current version of our investment community presentation materials are furnished as Exhibit 99.1 to this Form 8-K and are posted under the investor relations section of our website (www.hanger.com). This information is furnished pursuant to Item 7.01 of Form 8-K and Regulation FD, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report.

The information contained in the presentation materials is summary information that is intended to be considered in the context of our filings with the Securities and Exchange Commission (“SEC”) and other public announcements that we may make, by press release or otherwise, from time to time. We undertake no duty or obligation to publicly update or revise the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Certain expectations and projections regarding the future performance of the Company referenced in the exhibit to this report are “forward-looking statements” as provided in the United States Private Securities Litigation Reform Act of 1995.  These expectations and projections are based on currently available competitive, financial, and economic data, along with the Company’s operating plans.  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 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, the impact of reviews, audits and investigations conducted from time to time by governmental agencies 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. We caution readers that in addition to the above cautionary statements, all forward-looking statements contained herein should be read in conjunction with our SEC filings and other public releases or disclosures.

Item 9.01.     Financial Statements and Exhibits

(d)Exhibits.

99.1August 2013 Investment Community Presentation Materials

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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/George E. McHenry
	George E. McHenry
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Account Officer)

Dated:  August 21, 2013

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Hanger, Inc.

Exhibit Index to Current Report on Form 8-K

Dated August 21, 2013

Exhibit
Number
99.1	August 2013 Investment Community Presentation Materials

4

EX-99.1

Exhibit 99.1

150 YEARS Investor Presentation of Empowering Human Potential. August 2013

SAFE HARBOR Except for the historical information contained herein, the matters discussed in this presentation constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These include, but are not limited to, the Company’s ability to enter into and derive benefits from managed care contracts, demand for the Company’s products and services, the impact of reviews, audits and investigations conducted from time to time by governmental agencies, and other factors discussed from time to time in the reports filed by the company with the Securities and Exchange Commission. The company assumes no obligation to update information contained in this presentation.

VISION Be the partner of choice for products and services that enhance human physical capability.

OVERVIEW • LTM net sales of $1.0 billion • 2012 adjusted EBITDA* of $166 million • 2012 adjusted EPS* of $1.80 • Market capitalization of $1.1 billion • Two segments: – Patient Care – 83% of sales – Products & Services – 17% of sales $760.1 $817.4 $918.5 $985.6 2009 2010 2011 2012 CAGR 9.0%Growth in Adjusted Diluted EPS* Revenue Growth ($ in millions) $1.13 $1.34 $1.57 $1.80 2009 2010 2011 2012 * Reconciliation to GAAP provided on slides 24 and 25 CAGR 16.8%

KEY INVESTMENT POINTS • Compelling O&P industry growth dynamics • Market leader in O&P patient care • Proven organic growth and acquisition capabilities • Solid financial position • Steady margin enhancement • Growth opportunities in adjacent markets

PATIENT CARE

PATIENT CARE • Over 740 O&P patient-care centers in 45 states • Over 1,300 O&P certified and licensed clinicians • Treat more than 1,000,000 patients annually • Stand alone design, fabricate and fit • Delivery through clinics, hospitals and physician offices • Network management capability provides value to payors PROFILE

PATIENT CARE Hanger 20% MARKET POSITION • Only national or regional provider • No other provider has more than 2% market share $4.3 Billion Total Addressable Market

PATIENT CARE 4.9% 4.6% 2.6% 4.0% 3.2% 2.0% 2.8% 4.0% 2009 2010 2011 2012 Same Center Acquisitions/Other 8.1% 6.6% 5.4% 8.0% CONSISTENT ORGANIC AND ACQUISITION GROWTH 5% - 8% Range

PATIENT CARE REIMBURSEMENT SOURCES Commercial and other 59% Medicare 29% Medicaid 6% VA 6% Commercial – 59% • 1-3 year contracts • Scale and capabilities are competitive advantage Government – 41% • O&P is a very small part of trillion dollar healthcare spending • Exempt from MDET and competitive bidding • Low compliance risk due to significant investment in internal process and controls

COMPELLING GROWTH DRIVERS • Disease and aging population • Advancing technology • Regulatory and healthcare reform • Increased focus on costs and outcomes 12.4% 12.7% 13.0% 16.1% 19.3% 2000 2008 2010 2020 2030 65+ 2.6% 10.8% 23.1% 20-39 40-59 60+ Sources: Company estimates; Wall Street Research; 2003–2006 National Health and Nutrition Examination Survey; National Institutes of Health; Amputee Coalition of America. Aging Population (U.S.) (%) Diabetes – Prevalence By Age Group

PATIENT CARE • First to market with new technologies and products • Linkia Network Management • Diversification into new adjacent businesses • O&P acquisitions • Sales synergies across businesses • Changing healthcare environment GROWTH OPPORTUNITIES

PRODUCTS & SERVICES

PRODUCT & SERVICES Distribution: • Largest dedicated distributor of O&P devices and components • Over 33,000 O&P related items • 6 strategically located distribution facilities • Manufacture and distribute therapeutic footwear • Development and commercialization of new products Rehabilitative Solutions: • Value proposition to rehabilitative providers • Technology, clinical modalities, training and education PROFILE

PRODUCT & SERVICES • Increase value proposition of product line • Increase penetration of existing customer base • Expand market presence geographically • Expand into new channels • Leverage product development and distribution capabilities • Expand O&P fabrication operation to Independent O&P Providers OPPORTUNITIES

FINANCIAL OVERVIEW

SOLID PERFORMANCE AND STABILITY • Earnings and margin growth • Substantial cash flow generation • Strong balance sheet management • Moderate leverage • Consistent reduction of leverage

LEVERAGING REVENUE GROWTH $760.1 $817.4 $918.5 $985.6 2009 2010 2011 2012 CAGR 9.0% ($ in millions) 14.1% 14.8% 16.2% 16.8% Net Sales Adjusted EBITDA Margin* * Reconciliation to GAAP provided on slides 23 and 24

GROWTH IN ADJUSTED DILUTED EPS* $1.13 $1.34 $1.57 $1.80 2009 2010 2011 2012 CAGR 16.8% Reconciliation to GAAP provided on slides 23 and 24

STEADY COMPARABLE QUARTER GROWTH $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 Q1 Q2 Q3 Q4 $15 $2 5 $35 $45 $55 Q1 Q2 Q3 Q4 2011 2012 2013 Adjusted EBITDA* ($ in millions) Revenues ($ in millions) Adjusted Earnings Per Diluted Share* $155 $175 $195 $215 $235 $255 $275 Q1 Q2 Q3 Q4 * Reconciliation to GAAP provided on slides 23 and 24

SOLID CASH FLOW AND BALANCE SHEET $53 $72 $54 $62 $81 2008 2009 2010 2011 2012 ACP Acquisition 3.6 2.8 3.3 2.8 3.0 Operating Cash Flow Leverage Ratio* ($ in millions) * Reconciliation to GAAP provided on slides 23 and 24

KEY INVESTMENT POINTS • Compelling O&P industry growth dynamics • Market leader in O&P patient care • Proven organic growth and acquisition capabilities • Solid financial position • Steady margin enhancement • Growth opportunities in adjacent markets

150 YEARS Appendix of Empowering Human Potential.

RECONCILIATION OF NON- GAAP FINANCIAL MEASURES Dollars in millions, except per share data 2009 2010 2011 2012 Adjusted EBITDA Reconciliation Income from Operations $ 90.5 $ 80.5 $ 116.0 $ 129.3 Depreciation & Amortization $ 16.3 $ 18.8 $ 31.0 $ 34.7 Relocation expenses - $ 16.4 $ 1.2 - Acquisition expenses - $ 5.4 $ 0.8 $ 1.2 Janus expenses - - - $ 0.5 Adjusted EBITDA $ 106.8 $ 121.1 $ 149.0 $ 165.7 Net Sales $ 760.1 $ 817.4 $ 918.5 $ 985.6 Adjusted EBITDA & Margin 14.1% 14.8% 16.2% 16.8% Adjusted Diluted EPS Reconciliation Net income $ 36.1 $ 20.9 $ 54.5 $ 63.7 Relocation expenses - 16.4 1.2 - Acquisition expenses - 5.4 0.8 1.2 Janus expenses - - - 0.5 Extinguishment of debt expenses - 14.0 - - Loss from interest rate swap - 1.6 - - Tax effect of adjustments - (12.3) (0.8) (0.6) Non-recurring tax benefits - (1.9) (1.8) (2.1) Adjusted Net Income $ 36.1 $ 44.1 $ 53.9 $ 62.7 Adjusted Diluted Earnings Per Share $ 1.13 $ 1.34 $ 1.57 $ 1.80 Shares used to compute diluted per share amounts 32.1 32.9 34.2 34.8

RECONCILIATION OF NON- GAAP FINANCIAL MEASURES Dollars in millions, except per share data 2011 2012 2013 2013 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Adjusted EBITDA Reconciliation Income from Operations $ 19.3 $ 32.9 $ 31.2 $ 32.5 $ 116.0 $ 21.7 $ 35.7 $ 35.4 $ 36.5 $ 129.3 $ 22.7 $ 36.6 Depreciation & Amortization 7.3 7.7 7.9 8.1 31.0 8.3 8.4 8.7 9.2 34.7 9.3 9.5 Relocation expenses 0.4 0.0 0.3 0.5 1.2 - - - - - - - Acquisition expenses (0.0) 0.2 0.2 0.4 0.8 0.1 0.3 0.3 0.5 1.2 0.1 0.2 Janus expenses - - - - - 0.0 (0.0) 0.1 0.4 0.5 0.4 0.2 Adjusted EBITDA $ 26.9 $ 40.9 $ 39.5 $ 41.6 $ 148.9 $ 30.1 $ 44.4 $ 44.5 $ 46.6 $ 165.7 $ 32.5 $ 46.5 Net Sales $ 200.4 $ 234.8 $ 235.3 $ 248.1 $ 918.5 $ 218.1 $ 251.8 $ 243.5 $ 272.2 $ 985.6 $ 233.5 $ 273.7 Adjusted EBITDA % Margin 13.4% 17.4% 16.8% 16.8% 16.2% 13.8% 17.7% 18.3% 17.1% 16.8% 13.9% 17.0% Adjusted Diluted EPS Reconciliation Net income $ 6.8 $ 15.4 $ 15.4 $ 16.9 $ 54.5 $ 8.6 $ 17.4 $ 17.3 $ 20.3 $ 63.7 $ 9.5 $ 14.1 Relocation expenses 0.4 0.0 0.3 0.5 1.2 - - - - - - - Acquisition expenses (0.0) 0.2 0.2 0.4 0.8 0.1 0.3 0.3 0.5 1.2 0.1 0.2 Janus expenses - - - - - 0.0 (0.0) 0.1 0.4 0.5 0.4 0.2 Extinguishment of debt expenses - - - - - - - - - - - 6.6 Tax effect of adjustments (0.1) (0.1) (0.2) (0.4) (0.8) (0.0) (0.1) (0.1) (0.3) (0.6) (0.1) (2.6) Non-recurring tax benefits - - - (1.8) (1.8) - - - (2.1) (2.1) - - Adjusted Net Income $ 7.0 $ 15.6 $ 15.7 $ 15.6 $ 53.9 $ 8.7 $ 17.6 $ 17.6 $ 18.8 $ 62.7 $ 9.8 $ 18.5 Adjusted Diluted Earnings Per Share $ 0.21 $ 0.45 $ 0.46 $ 0.46 $ 1.57 $ 0.25 $ 0.51 $ 0.50 $ 0.54 $ 1.80 $ 0.28 $ 0.52 Shares used to compute diluted per share amounts 33.1 34.4 34.3 34.3 34.2 34.6 34.7 35.0 34.9 34.8 35.1 35.3