Company Quick10K Filing
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Hanger
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$19.38 37 $722
10-K 2018-12-31 Annual: 2018-12-31
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10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-K 2016-12-31 Annual: 2016-12-31
10-K 2014-12-31 Annual: 2014-12-31
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HNGR 2018-12-31
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers, and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
EX-10.28 a19-4259_1ex10d28.htm
EX-10.29 a19-4259_1ex10d29.htm
EX-21 a19-4259_1ex21.htm
EX-23 a19-4259_1ex23.htm
EX-31.1 a19-4259_1ex31d1.htm
EX-31.2 a19-4259_1ex31d2.htm
EX-32 a19-4259_1ex32.htm

Hanger Earnings 2018-12-31

HNGR 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 a19-4259_110k.htm 10-K

Table of Contents

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

x                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended December 31, 2018

 

OR

 

o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from               to              

 

Commission File Number 1-10670

 

HANGER, INC.

(Exact name of registrant as specified in its charter.)

 

Delaware

 

84-0904275

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

10910 Domain Drive, Suite 300, Austin, TX

 

78758

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s phone number, including area code: (512) 777-3800

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class

 

Name of exchange on which registered

Common Stock, par value $0.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter which was June 30, 2018, $612.3 million.

 

As of March 1, 2019 the registrant had 36,893,029 shares of its Common Stock issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

The information called for by part III of the Form 10-K is incorporated by reference from the registrant's definitive proxy statement or amendment hereto which will be filed not later than 120 days after the end of the fiscal year provided by this report.

 

 

 


Table of Contents

 

INDEX

 

Hanger, Inc.

 

Part I

 

 

 

Item 1. Business

1

 

Item 1A. Risk Factors

14

 

Item 1B. Unresolved Staff Comments

27

 

Item 2. Properties

27

 

Item 3. Legal Proceedings

29

 

Item 4. Mine Safety Disclosures

30

Part II

 

 

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

31

 

Item 6. Selected Financial Data

32

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

34

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

63

 

Item 8. Financial Statements and Supplementary Data

65

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

122

 

Item 9A. Controls and Procedures

122

 

Item 9B. Other Information

128

Part III

 

 

 

Item 10. Directors, Executive Officers and Corporate Governance

129

 

Item 11. Executive Compensation

129

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

129

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

129

 

Item 14. Principal Accountant Fees and Services

129

Part IV

 

 

 

Item 15. Exhibits and Financial Statement Schedules

130

 

Item 16. Form 10-K Summary

132

Signatures

133

 

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PART I

 

ITEM 1.  BUSINESS

 

Business Overview

 

General

 

Hanger, Inc. (“the Company,” “we,” “our,” or “us”) is a leading national provider of products and services that assist in enhancing or restoring the physical capabilities of patients with disabilities or injuries.  Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, we and our predecessor companies have provided orthotic and prosthetic (“O&P”) services for over 150 years.  We provide O&P services, distribute O&P devices and components, manage O&P networks, and provide therapeutic solutions to patients and businesses in acute, post-acute, and clinic settings.  We operate through two segments - Patient Care and Products & Services.

 

Our Patient Care segment is primarily comprised of Hanger Clinic, which specializes in the design, fabrication, and delivery of custom O&P devices through 676 patient care clinics and 104 satellite locations in 45 states and the District of Columbia, as of December 31, 2018.  We also provide payor network contracting services to other O&P providers through this segment.

 

Our Products & Services segment is comprised of our distribution and therapeutic solutions businesses.  As a leading provider of O&P products in the United States, we coordinate through our distribution business the procurement and distribution of a broad catalog of O&P parts, componentry, and devices to independent O&P providers nationwide.  To facilitate speed and convenience, we deliver these products through our five distribution facilities that are located in Nevada, Georgia, Illinois, Pennsylvania, and Texas.  The other business in our Products & Services segment is our therapeutic solutions business, which provides specialized rehabilitation technologies and evidence-based clinical programs for post-acute rehabilitation patients at approximately 3,900 skilled nursing and post-acute providers nationwide.

 

For the years ended December 31, 2018, 2017, and 2016, our net revenues were $1,048.8 million, $1,040.8 million, and $1,042.1 million, respectively.  We recorded a net loss from continuing operations of $0.9 million, $104.7 million, and $107.4 million for the years ended December 31, 2018, 2017, and 2016, respectively.

 

The following table summarizes the percentage of net revenues derived from each of our two operating segments:

 

 

 

For the Years Ended December 31,

 

 

 

2018

 

2017

 

2016

 

Patient Care

 

81.8

%

81.9

%

80.6

%

Products & Services

 

18.2

%

18.1

%

19.4

%

 

See Note S - “Segment and Related Information” to our consolidated financial statements in this Annual Report on Form 10-K for additional information about our segments.

 

Industry Overview

 

We estimate that approximately $4.2 billion is spent in the United States each year for prescription-based O&P products and services through O&P clinics.  Orthotic devices, or “orthoses” are externally applied devices used to modify the structural and functional characteristics of the neuromuscular and skeletal system.  These devices typically are provided to patients suffering from musculoskeletal disorders, such as ailments of the back, extremities, or joints; injuries from sports; or conditions such as cerebral palsy, scoliosis, and stroke.  Prosthetic devices, or “prostheses,” are artificial devices that replace a missing limb or portion of a limb.  These devices are provided to patients with amputated or congenitally absent limbs to replace the function and appearance of a limb so that patients can resume activities of daily living and work.  The most prevalent causes for amputations are from complications due to diabetes, trauma associated with accidents, physical injury, or infection.

 

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The industry derives its primary revenue from the evaluation, fabrication, and fitting of custom O&P devices to serve patients needing both new and replacement devices.  Additionally, O&P clinics typically provide patients with other non-custom orthotic products, diabetic shoes and inserts, and support patients through the repair and adjustment of their devices.

 

We believe our Patient Care segment currently serves approximately 20% of the O&P clinic market.  We estimate that the next largest provider of O&P services in the United States is the U.S. Department of Veterans Affairs (the “VA”), which operates 79 O&P clinics on behalf of its covered veteran patients.  In addition to serving veterans through their own facilities, in certain markets the VA is also a client of Hanger Clinic.  Approximately 9% of Hanger Clinic’s revenue is derived from services provided to veteran patients through contracts with the VA.

 

The O&P patient care market is highly fragmented and is typically characterized by regional and local independent O&P businesses.  We estimate that our top ten competitors have an average of approximately 27 clinics each, with the smallest having 21 and the largest having 44 clinics.  The remainder of the market is served by individual practitioners and smaller regional or market-based firms with approximately twenty or fewer clinics.  Based on this, we do not believe that any single competitor accounts for more than approximately 2% of the nation’s total estimated O&P clinic revenues.

 

We anticipate that the demand for O&P services will continue to grow as the nation’s population increases, and as a result of several trends, including the aging of the U.S. population, there will be an increase in the prevalence of disease-related disability and the demand for new and advanced devices.  We believe the typical replacement time for prosthetic devices is three to five years, while the typical replacement time for orthotic devices varies, depending on the device.

 

We estimate that approximately $1.7 billion is spent in the United States each year by providers of O&P patient care services for the O&P products, components, devices, and supplies used in their businesses.  Our Products & Services segment distributes to independent providers of O&P services and to our own patient care clinics.  We estimate that our distribution sales account for approximately 8% of the market for O&P products, components, devices, and supplies (excluding sales to our Patient Care segment).

 

We estimate the market for rehabilitation technologies, integrated clinical programs, and therapist training in skilled nursing facilities (“SNFs”) to be approximately $150 million annually.  We currently provide these products and services to approximately 24% of the estimated 15,000 SNFs located in the U.S.  We estimate the market for rehabilitation technologies, clinical programs, and training within the broader post-acute rehabilitation markets to be approximately $400 million annually.  We do not currently provide a meaningful amount of products and services to this broader market.

 

Business Strategy

 

Our goal is to be the provider of choice for patients, referring physicians, and customers seeking products and services that enhance human physical capabilities.  Our strategy is to pursue the creation of an integrated therapeutic solutions model that will have a strong focus in custom O&P and immediately adjacent markets to provide our patients and customers with a spectrum of services that address their individual needs.  To foster growth, we intend to focus on initiatives that will differentiate Hanger from our competitors.

 

Government-led health care reform is driving significant changes to our business environment, with focus on lowering health care costs while improving patient outcomes and satisfaction.  As a result, our strategy is focused on enhancing the quality of care to elevate patient satisfaction, investing in processes and technologies to measure and report on patient outcomes and connectedness, and further increasing our profile with referring health care providers and payors.  In addition, we are committed to reducing the cost of this care by undertaking several initiatives that include establishing device standards that provide the highest function, durability, and comfort at the lowest cost, reconfiguring our supply chain and fabrication processes, streamlining internal administrative processes, and reducing back-office functions performed within patient care clinics.

 

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Business Description

 

Patient Care

 

Our Patient Care segment employs approximately 1,500 clinical prosthetists, orthotists, and pedorthists, which we refer to as clinicians, substantially all of which are certified by either the American Board for Certification (“ABC”) or the Board of Certification of Orthotists and Prosthetists, which are the two boards that certify O&P clinicians.  To facilitate timely service to our patients, we also employ technicians, fitters, and other ancillary providers to assist its clinicians in the performance of their duties.  Through this segment, we additionally provide network contracting services to independent providers of O&P through our “Linkia” business.

 

Patients are typically referred to Hanger Clinic by an attending physician who determines a patient’s treatment and writes a prescription.  Our clinicians then consult with both the referring physician and the patient with a view toward assisting in the design of an orthotic or prosthetic device to meet the patient’s needs.  O&P devices are increasingly technologically advanced and custom designed to add functionality and comfort to patients’ lives, shorten the rehabilitation process, and lower the cost of rehabilitation.

 

Based on the prescription written by a referring physician, our clinicians examine and evaluate the patient and either design a custom device or, in the case of certain orthotic needs, utilize a non-custom device, including, in appropriate circumstances, an “off the shelf” device, to address the patient’s needs.  When fabricating a device, our clinicians ascertain the specific requirements, componentry, and measurements necessary for the construction of the device.  Custom devices are constructed using componentry provided by a variety of third party manufacturers who specialize in O&P, coupled with sockets and other elements that are fabricated by our clinicians and technicians, to meet the individual patient’s physical and ambulatory needs.  Our clinicians and technicians typically utilize castings, electronic scans, and other techniques to fabricate items that are specialized for the patient.  After fabricating the device, a fitting process is undertaken and adjustments are made to ensure the achievement of proper alignment, fit, and patient comfort.  The fitting process often involves several stages to successfully achieve desired functional and cosmetic results.

 

Given the differing physical weight and size characteristics, location of injury or amputation, capability for physical activity and mobility, cosmetic, and other needs of each individual patient, each fabricated prosthesis and orthosis is customized for each particular patient.  These custom devices are commonly fabricated at one of our regional or national fabrication facilities.

 

We have earned a reputation within the O&P industry for the development and use of innovative technology in our products, which has increased patient comfort and capability and can significantly enhance the rehabilitation process.  Frequently, our Insignia scanning system is used in the fabrication process.  The Insignia system scans the patient and produces an accurate computer generated image, resulting in a faster turnaround for the patient’s device and a more professional overall experience.

 

In recent years, we have established a centralized revenue cycle management organization that assists our clinics in pre-authorization, patient eligibility, denial management, collections, payor audit coordination, and other accounts receivable processes.

 

The principal reimbursement sources for our services are:

 

·                  Commercial private payors and other non-governmental organizations, which consist of individuals, rehabilitation providers, commercial insurance companies, health management organizations (“HMOs”), preferred provider organizations (“PPOs”), hospitals, vocational rehabilitation centers, workers’ compensation programs, third party administrators, and similar sources;

 

·                  Medicare, a federally funded health insurance program providing health insurance coverage for persons aged 65 or older and certain disabled persons;

 

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·                  Medicaid, a health insurance program jointly funded by federal and state governments providing health insurance coverage for certain persons based upon financial need, regardless of age, which may supplement Medicare benefits for financially needy persons aged 65 or older; and

 

·                  the U.S. Department of Veterans Affairs.

 

We typically enter into contracts with third party payors that allow us to perform O&P services for a referred patient and to be paid under the contract with the third party payor.  These contracts usually have a stated term of one to three years.  These contracts generally may be terminated without cause by either party on 60 to 90 days’ notice or on 30 days’ notice if we have not complied with certain licensing, certification, program standards, Medicare or Medicaid requirements, or other regulatory requirements.  Reimbursement for services is typically based on a fee schedule negotiated with the third party payor that reflects various factors, including market conditions, geographic area, and number of persons covered.  Many of our commercial contracts are indexed to the commensurate Medicare fee schedule that relates to the products or services being provided.

 

Government reimbursement, comprised of Medicare, Medicaid, and the VA, in the aggregate, accounted for approximately, 56.5%, 54.8%, and 54.1% of our net revenue in 2018, 2017, and 2016, respectively.  These payors set maximum reimbursement levels for O&P services and products.  Medicare prices are adjusted each year based on the Consumer Price Index for All Urban Consumers (“CPI-U”) unless Congress acts to change or eliminate the adjustment.  The CPI-U is adjusted further by an efficiency factor (the “Productivity Adjustment”) in order to determine the final rate adjustment each year.  The Medicare price adjustments for 2018, 2017, and 2016 were 1.1%, 0.7%, and (0.4%) respectively.  There can be no assurance that future adjustments will not reduce reimbursements for O&P services and products from these sources.

 

We, and the O&P industry in general, are subject to various Medicare compliance audits, including Recovery Audit Contractor (“RAC”) audits, Comprehensive Error Rate Testing (“CERT”) audits, Targeted Probe and Educate (“TPE”) audits, and Zone Program Integrity Contractor (“ZPIC”) audits.  TPE audits are generally pre-payment audits, while RAC, CERT, and ZPIC audits are generally post-payment audits.  The recently implemented TPE audits have replaced the previous Medicare Administrative Contractor audits.  Adverse post-payment audit determinations generally require Hanger to reimburse Medicare for payments previously made, while adverse pre-payment audit determinations generally result in the denial of payment.  In either case, we can request a redetermination or appeal if we believe the adverse determination is unwarranted, which can take an extensive period of time to resolve, currently up to six years or more.

 

Products & Services

 

Through our wholly-owned subsidiary, Southern Prosthetic Supply, Inc. (“SPS”), we distribute O&P components to independent providers of O&P and other customers.  This componentry is provided by our supply chain operations, through which we procure, warehouse, and distribute over 400,000 SKUs from more than 300 different manufacturers.  Our warehousing and distribution facilities in Nevada, Georgia, Illinois, Pennsylvania, and Texas, are able to deliver products to the majority of our customers in the United States within two business days.  Through its SureFit subsidiary, SPS also manufactures and sells therapeutic footwear for diabetic patients in the podiatric market.

 

Our supply chain operations are an internal support organization that serves both SPS and our Patient Care clinics by procuring, warehousing, and distributing componentry.  This organization enables us to:

 

·                  centralize our purchasing and thus lower our material costs by negotiating purchasing discounts from manufacturers;

 

·                  ensure patient care clinics use vendors that have met or exceeded our Hanger Clinic standards for clinical products;

 

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·                  better manage our patient care clinic inventory levels;

 

·                  centralize quality control over inventory;

 

·                  encourage our patient care clinics to use the most clinically appropriate products; and

 

·                  coordinate new product development efforts with key vendors.

 

Through our wholly-owned subsidiaries, Accelerated Care Plus Corp. and Accelerated Care Plus Leasing, Inc. (together, “ACP”), our therapeutic solutions business is a leading provider of rehabilitation technologies and integrated clinical programs to skilled nursing and post-acute rehabilitation providers.  Our unique value proposition is to provide our customers with a full-service “total solutions” approach encompassing proven medical technology, evidence based clinical programs, and ongoing consultative education and training.  Our services support increasingly advanced treatment options for a broader patient population and more medically complex conditions.  We serve approximately 3,900 skilled nursing and post-acute providers nationwide.

 

Competition

 

The business of providing O&P patient care services is highly competitive in the markets in which we operate.  In the prosthetic business, we compete with local independent O&P providers for referrals from physicians, therapists, employers, HMOs, PPOs, hospitals, rehabilitation centers, out-patient clinics, and insurance companies on both a local and regional basis.  In the orthotic business, we compete with other patient care service providers, including device manufacturers that have independent sales forces, on the basis of quality and timeliness of patient care, location of patient care clinics, and pricing for services.  Additionally, an international O&P product manufacturer owns a small O&P patient care services business in the United States.

 

Although we serve a significant portion of the O&P patient care market, referral decisions made by surgeons, physicians, and other medical providers are generally made on a local basis, based on their individual evaluation of the relative quality of care provided by us and our local market competitors.  Therefore, our national scale may not provide a competitive advantage in any particular market in which we operate.

 

We also compete with independent O&P providers for the retention and recruitment of qualified O&P clinicians.  In some markets, the demand for clinicians exceeds the supply of qualified personnel.

 

Our Products & Services segment competes with other distributors, manufacturers who sell their products directly, and providers of equipment and services on a regional and national basis that have similar sales forces and products.  Some of our distributor competitors are also dedicated to the O&P industry, but many others are large medical product distributors who also distribute O&P products, particularly orthotic products.

 

Competitive Strengths

 

We believe that the combination of the following competitive strengths will help us to grow our businesses by increasing our net revenues, net income and market share:

 

·                  Leading market position in both the O&P market place and the post-acute rehabilitation markets;

 

·                  National scale of operations, which better enables us to:

 

·                  establish our brand name and generate economies of scale;

 

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·                  identify and implement best practices throughout our organization;

 

·                  consistently apply the rigorous claims documentation standards required for reimbursement and facilitate reimbursement through a revenue cycle management organization;

 

·                  collect, aggregate, and publish our statistically significant clinical outcomes and patient satisfaction data and metrics;

 

·                  offer a single network solution to national and regional shared fabrication facilities;

 

·                  identify, test and deploy emerging technology; and

 

·                  increase our influence on, and input into, regulatory trends;

 

·                  Distribution of, and purchasing power for, O&P components and finished O&P products, which better enables us to:

 

·                  negotiate greater purchasing discounts from manufacturers and freight providers;

 

·                  manage Hanger Clinic inventory levels on a national scale through centralized purchasing controls;

 

·                  access prefabricated and finished O&P products;

 

·                  promote the usage by our patient care clinics of products that have met or exceeded Hanger Clinic standards of quality and patient care that also enhance our profit margins; and

 

·                  expand the external client base of the distribution business in our Products & Services segment;

 

·                  Proven ability to rapidly incorporate technological advances in the fitting and fabrication of O&P devices;

 

·                  History of integrating small and medium sized O&P business acquisitions, including 139 O&P businesses between 1997 and 2015, representing over 365 patient care clinics, and two O&P businesses with two patient care clinics in the fourth quarter of 2018;

 

·                  Highly trained clinicians, whom we provide with the highest level of continuing education and training through programs designed to inform them of the latest technological developments in the O&P industry;

 

·                  Experienced and committed management team; and

 

·                  Beneficial government relations efforts, which enable us to educate legislators on the medical benefits and cost effectiveness of O&P services.

 

Suppliers

 

We purchase prefabricated O&P devices, components, and materials from hundreds of suppliers across the country, which are utilized by our clinicians and technicians in the fabrication of O&P products.  These devices, components, and materials are used in the products we offer in our patient care clinics throughout the United States.  As of December 31, 2018, one supplier accounted for 10% or more of our annual purchases, representing 10.8%.

 

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Sales and Marketing

 

In our Patient Care segment, primarily through their interaction with and provision of prosthetic or orthotic services to the patients of referring surgeons, physicians, and other providers, our individual clinicians in local patient care clinics historically have conducted our sales and marketing efforts.  Due primarily to the fragmented nature of the O&P industry, the success of a particular patient care clinic has been largely a function of its local reputation for quality of care, responsiveness, and length of service in the local communities.

 

To augment the efforts of the business segment personnel, we have developed a centralized sales and marketing department whose efforts target the following:

 

·                  Marketing and Public Relations.  Our objective is to increase the visibility of the “Hanger” brand by building relationships with major referral sources.  We also continue to explore creating alliances with certain vendors to market products and services on a nationwide basis.

 

·                  Business Development.  We have dedicated personnel in most of our operating regions who are responsible for arranging seminars, clinics, and forums to educate and consult with patients and to increase the local community’s awareness of the “Hanger” brand.  These business development managers also meet with local referral and contract sources to help our clinicians develop new relationships in their markets.

 

·                  Insurance Contracts.  Our specialty health care company, Linkia, works with national insurance companies to help manage their O&P networks.  Linkia is a network management organization dedicated solely to the O&P industry to improve the interface between payors and O&P providers by simplifying network management and administration, in-depth industry expertise, and scalability to payors.

 

Marketing of our services is conducted on a national basis through a dedicated sales force, print and e-commerce catalogs, and exhibits at industry and medical meetings and conventions.  We use directed marketing to segments of the health care industry, such as orthopedic surgeons, vascular surgeons, physical and occupational therapists, patient care managers, and podiatrists, by providing specialized catalogs focused on their medical specialty.

 

In our Products & Services segment, we employ dedicated sales professionals that call on independent O&P providers and are generally responsible for a geographic region or specific product line.

 

Acquisition Strategy

 

Our strategy is to achieve long-term growth through disciplined diversification of our revenue streams, including geographic expansion or the broadening of our continuum of care through the acquisitions of high quality O&P providers.  One of the primary drivers in executing our acquisition strategy is expanding our ability to serve new patients in new geographic markets.

 

Once an acquisition is consummated, we integrate and generally centralize certain key functions including IT, marketing, sales, finance, and administration to ensure that we can optimize cross-selling opportunities and realize cost efficiencies.

 

In certain of our historical acquisitions, in addition to cash paid at closing, the purchase price has included unsecured subordinated promissory notes (“Seller Notes”) and contingent consideration terms (“earnouts”) associated with the achievement of certain designated collection targets for the acquired business.  Earnouts can be used to compromise between our valuation and seller’s expectations regarding purchase price, while providing protection from our overpayment if historical collections are not an accurate indicator of post-closing financial performance of the acquired business.

 

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Our evaluation of the acquired business is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position, and service and product offerings, as well as our experience and judgment.

 

Acquisition Activity

 

Prior to September 30, 2018, we had not completed any acquisitions since early 2015 due to the necessity of utilizing available operating cash flow to fund accounting, legal, and other professional fees in connection with the preparation and review of our financial statements, efforts to remediate our material weaknesses, related legal matters, and due to the effect of our prior non-compliance (under the terms of previously existing debt instruments) with certain of our debt covenants relating to our failure to meet financial statement reporting requirements.  In connection with refinancing of our debt in 2018, and the resolution of the primary factors which led us to halt our acquisitions, we have recommenced acquisitions of O&P businesses similar to those that we have consummated in prior years.  In the fourth quarter of 2018, we concluded the acquisition of two O&P clinics similar to those that we operate through our Patient Care segment for a combined purchase price of $3.1 million, of which $2.0 million was cash consideration and $1.1 million was issued in an unsecured note to the seller.  We do not believe the acquisitions undertaken in the fourth quarter of 2018 have a material impact on our consolidated financial statements.

 

Government Regulation

 

The operations of our business are subject to a variety of federal, state, and local governmental regulations.  We make every effort to comply with all applicable regulations through compliance programs, policies and procedures, manuals, and personnel training.  Despite these efforts, we cannot guarantee that we will be in absolute compliance with all regulations at all times.  Failure to comply with applicable governmental regulations may result in significant penalties, including exclusion from the Medicare and Medicaid programs, which would have a material adverse effect on our business and financial results.

 

Fraud and Abuse.  Violations of fraud and abuse laws are punishable by criminal and/or civil sanctions, including, in some instances, False Claims Act liability (discussed below), imprisonment, and exclusion from participation in federal health care programs, including Medicare, Medicaid, VA health programs, and the Department of Defense’s TRICARE program, formerly known as CHAMPUS.  These laws, which include but are not limited to federal and state anti-kickback laws, false claims laws, physician self-referral laws, and federal criminal health care fraud laws, are discussed in further detail below.  We believe our billing practices, operations, and compensation and financial arrangements with referral sources and others materially comply with applicable federal and state requirements.  However, we cannot assure that such requirements will always be interpreted by a governmental authority in a manner consistent with our interpretation and application.  The failure to comply, even if inadvertent, with any of these requirements could require us to alter our operations with and/or refund payments to the government.  Such refunds could be significant and could also lead to the imposition of significant penalties.  Even if we successfully defend against any action against us for violation of these laws or regulations, we would likely be forced to incur significant legal expenses and divert our management’s attention from the operation of our business.  Any of these actions, individually or in the aggregate, could have a material adverse effect on our business and financial results.

 

Anti-Kickback Laws.  Our operations are subject to federal and state anti-kickback laws.  The federal Anti-Kickback Statute (Section 1128B(b) of the Social Security Act) prohibits persons or entities from knowingly and willfully soliciting, offering, receiving, or paying any remuneration in any form (including any kickback, bribe, or rebate) in return for, or to induce, the referral of persons eligible for benefits under a federal health care program (including Medicare, Medicaid, the VA health programs, and TRICARE), or the ordering, purchasing, leasing, or arranging for, or the recommendation of purchasing, leasing, or ordering of, items or services that may be paid for, in whole or in part, by a federal health care program.  Courts have held that the statute may be violated when even one purpose (as opposed to a primary or sole purpose) of the remuneration is to induce referrals or other business.

 

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Recognizing that the Anti-Kickback Statute is broad and may technically prohibit beneficial commercial arrangements, the Office of Inspector General of the Department of Health and Human Services has developed regulations addressing certain business arrangements that will offer protection from scrutiny under the Anti-Kickback Statute.  These “Safe Harbors” describe activities which may be protected from prosecution under the Anti-Kickback Statute, provided that they meet all of the requirements of the applicable Safe Harbor regulation.  For example, the Safe Harbors cover activities such as offering discounts to health care providers and contracting with physicians or other individuals or entities that have the potential to refer business to us that would ultimately be billed to a federal health care program, so long as the discount is properly disclosed and appropriately reflected in any claims or charges.

 

Failure to qualify for Safe Harbor protection does not automatically mean that an arrangement is illegal.  Rather, the facts and circumstances of the arrangement must be analyzed to determine whether there is improper intent to pay or receive remuneration in return for referrals.  Conduct and business arrangements that do not fully satisfy one of the Safe Harbors may result in increased scrutiny by government enforcement authorities.  In addition, some states have anti-kickback laws that vary in scope and may apply regardless of whether a federal health care program is involved.

 

Our operations and business arrangements include, for example, discount programs or other financial arrangements with individuals and entities, such as lease arrangements with hospitals and certain participation agreements.  Therefore, our operations and business arrangements are required to comply with the anti-kickback laws.  Although our business arrangements and operations may not always satisfy all the criteria of a Safe Harbor, we believe that our operations are in material compliance with federal and state anti-kickback statutes.  Nonetheless, we cannot ensure that the government’s interpretation of a Safe Harbor provision will always be consistent with our own, and our arrangements may be subject to scrutiny under anti-kickback laws.  Noncompliance with such laws can result in a number of enforcement actions, including the imposition of civil monetary penalties and exclusion from federal health care programs.

 

Medical Device Regulation.  We provide, distribute, and lease products that are subject to regulation as medical devices by the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act (“FDCA”) and accompanying regulations.  In our Patient Care segment, with the exception of two products which have been cleared for marketing as prescription medical devices under section 510(k) of the FDCA, we believe that the products we provide, including O&P medical devices, accessories, and components, are not Class III devices and thus are exempt from the FDA’s regulations for pre-market clearance or approval requirements and from most requirements relating to the quality system regulation (except for certain record keeping and complaint handling requirements).  In our Products & Services segment, ACP manufactures, leases, and sells a number of rehabilitation devices that have been cleared or approved for marketing under section 510(k) of the FDCA, and are subject to the requirements of the quality system regulation.  All of our device businesses are required to adhere to regulations for medical devices regarding adverse event reporting, establishment registration, and product listing, and we are subject to inspection by the FDA for compliance with all applicable requirements.  Labeling and promotional materials also are subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission.  Our medical device operations are subject to inspection by the FDA for compliance with applicable FDA requirements, and the FDA has in the past raised compliance concerns in connection with these investigations.  We have addressed these concerns and believe we are in compliance with applicable FDA requirements, but we cannot assure that we will be found to be in compliance at all times.  Non-compliance could result in a variety of civil and/or criminal enforcement actions, including issuance of a Warning Letter, seizure, examination, and inspection of our products and a civil injunction or criminal prosecution, which could have a material adverse effect on our business and results of operations.

 

Physician Self-Referral Laws.  We are also subject to federal and state physician self-referral laws.  With certain exceptions, the federal Medicare physician self-referral law (the “Stark Law”) (Section 1877 of the Social Security Act) prohibits a physician from referring Medicare beneficiaries to an entity for “designated health services” including durable medical equipment and supplies, and prosthetic and orthotic devices and supplies, if the physician or the physician’s immediate family member has a financial relationship with the entity.  A financial relationship includes both ownership or investment interests and compensation arrangements.  An entity that furnishes designated health services pursuant to a prohibited referral may not present or cause to be presented a claim or bill for such designated health services.  Penalties for violating the Stark Law include denial of payment for the service, an obligation to refund any payments received, civil monetary penalties, potential False Claims Act litigation, and the possibility of being excluded from the Medicare or Medicaid programs.

 

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Despite the general prohibition on such physician financial relationships, the Stark Law does provide a number of exceptions from liability.  For example, with respect to ownership/investment interests, there is an exception under the Stark Law for referrals made to a publicly traded entity in which the physician or the physician’s immediate family member has an investment interest if the entity’s shares are generally available to the public at the time of the designated health service referral, and are traded on certain exchanges, including among others the New York Stock Exchange (“NYSE”) as well as over-the-counter quotation systems including the OTC Markets Group, Inc. (“OTC”) and/or the investment entity had shareholders’ equity exceeding $75.0 million for its most recent fiscal year or as an average during the three previous fiscal years.  We meet these tests and, therefore, believe that referrals from physicians who have ownership interests in our stock, or whose immediate family members have ownership interests in our stock, should not result in liability under the Stark Law.

 

With respect to compensation arrangements, there are exceptions under the Stark Law that permit physicians to maintain certain business arrangements, such as personal service contracts and equipment or space leases, with health care entities to which they refer patients for designated health services.  All of the elements of a Stark Law exception must be met in order for the exception to apply.  Further, unlike the Anti-Kickback Statute, under the Stark Law, liability can result without specific intent to induce referrals.  We believe that our compensation arrangements with physicians comply with the Stark Law, either because the physician’s relationship fits fully within a Stark Law exception or because the physician does not generate prohibited referrals.  If, however, we receive a prohibited referral, our submission of a bill for services rendered pursuant to such a referral could subject us to sanctions under the Stark Law and applicable state self-referral laws, including false claims liability, potential exclusion, and imposition of civil monetary penalties.  State self-referral laws may extend the prohibitions of the Stark Law to Medicaid beneficiaries, and there are some indications that the federal government may similarly expand the reach of the law.

 

False Claims Laws.  We are also subject to federal and state laws prohibiting individuals or entities from knowingly presenting, or causing to be presented, claims for payment to third party payors (including Medicare and Medicaid) that are false or fraudulent, are for items or services not provided as claimed, or otherwise contain misleading information.  Each of our patient care clinics is responsible for the preparation of documents for the submission of reimbursement claims to third party payors for items and services furnished to patients.  In addition, our personnel may, in some instances, provide advice on billing and reimbursement to purchasers of our products.  Also, prosecutors and so-called “qui tam” relators (whistleblowers) may claim that a regulatory violation or wrongfully-retained overpayment may be the basis of False Claims Act litigation.  Successful relators can receive a share of the recovery in a False Claims Act case ranging from 15% to 30%, depending on whether the government “intervenes” in the case.  Penalties in a False Claims Act case may include double or triple damages plus penalties ranging from $11,181 to $22,363 per claim.  While we endeavor to assure that our billing practices comply with applicable laws, if claims submitted to payors are deemed to be false, fraudulent or for items or services not provided as claimed, we may face liability for presenting or causing to be presented such claims.

 

Certification and Licensure.  Our clinicians and/or certain operating units may be subject to certification or licensure requirements under the laws of some states.  Most states do not require separate licensure for clinicians.  However, several states currently require clinicians to be certified by an organization such as the ABC.  The ABC conducts a certification program for clinicians and an accreditation program for patient care clinics.  The minimum requirements for new certified clinicians are a college degree, completion of an accredited master’s degree program, residency at a patient care clinic under the supervision of a certified clinician, and successful completion of certain examinations.  Certified clinicians are required to participate in a prescribed number of hours of specialized continuing education courses to maintain their certifications.  Minimum requirements for an accredited patient care clinic include the presence of a certified clinician and specific plant and equipment requirements.

 

While we endeavor to comply with all state licensure requirements, we cannot assure that we will be in compliance at all times with these requirements, or how they may be interpreted or re-interpreted by the various state and local agencies.  Failure to comply with state licensure requirements could result in suspension or termination of licensure, civil penalties, termination of our Medicare and Medicaid agreements, and repayment of amounts received from Medicare and Medicaid for services and supplies furnished by an unlicensed individual or entity.

 

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HIPAA Violations.  The Health Insurance Portability and Accountability Act (“HIPAA”) provides criminal penalties for, among other offenses: health care fraud; theft or embezzlement with respect to a health care benefit program; false statements in connection with the delivery of or payment for health care benefits, items or services; and obstruction of criminal investigation of health care offenses.  Unlike other federal laws, these offenses are not limited to federal health care programs.

 

In addition, HIPAA authorizes the imposition of civil monetary penalties where a person offers or pays remuneration to any individual eligible for benefits under a federal health care program that such person knows or should know is likely to influence the individual to order or receive covered items or services from a particular provider, clinician, or supplier.  Excluded from the definition of “remuneration” are incentives given to individuals to promote the delivery of preventive care (excluding cash or cash equivalents), incentives of nominal value, and certain differentials in or waivers of coinsurance and deductible amounts.

 

These laws may apply to certain of our operations.  As noted above, we have established various types of discount programs and other financial arrangements with individuals and entities.  We also bill third party payors and other entities for items and services provided at our patient care clinics.  While we endeavor to ensure that our discount programs and other financial arrangements and billing practices comply with applicable laws, such programs, arrangements, and billing practices could be subject to scrutiny and challenge under HIPAA.

 

Confidentiality and Privacy Laws.  The Administrative Simplification Provisions of HIPAA, and their implementing regulations, set forth privacy standards and implementation specifications concerning the use and disclosure of individually identifiable health information (referred to as “protected health information”) by health plans, health care clearinghouses, and health care providers that transmit health information electronically in connection with certain standard transactions (“Covered Entities”).  HIPAA further requires Covered Entities to protect the confidentiality of protected health information by meeting certain security standards and implementation specifications.  In addition, under HIPAA, Covered Entities that electronically transmit certain administrative and financial transactions must utilize standardized formats and data elements (the “transactions/code sets standards”).  HIPAA imposes civil monetary penalties for non-compliance, and, with respect to knowing violations of the privacy standards, or violations of such standards committed under false pretenses or with the intent to sell, transfer, or use protected health information for commercial advantage, criminal penalties.  Certain agents of Covered Entities (“business associates”) also have HIPAA responsibilities and liabilities.  We have business associates and are business associates to other Covered Entities.  We believe that we are subject to the Administrative Simplification Provisions of HIPAA and are taking steps to meet applicable standards and implementation specifications.  The new requirements have had a significant effect on the manner in which we handle health data and communicate with payors.

 

In addition, state confidentiality and privacy laws may impose civil and/or criminal penalties for certain unauthorized or other uses or disclosures of protected health information.  We are also subject to these laws.  While we endeavor to assure that our operations comply with applicable laws governing the confidentiality and privacy of protected health information, we could face liability in the event of a use or disclosure of protected health information in violation of one or more of these laws.

 

Personnel and Training

 

None of our employees are subject to a collective bargaining agreement.  We believe that we have satisfactory relationships with our approximately 4,600 employees and strive to maintain these relationships by offering competitive benefit packages, training programs, and opportunities for advancement.

 

We provide a series of ongoing training programs to improve the professional knowledge of our clinicians.  For example, we have an annual education fair that is attended by our clinicians, leaders, and other employees.  This annual meeting consists of lectures and seminars covering many clinical topics including the latest technology and process improvements, business courses, and other courses that allow the clinicians to fulfill their ongoing continuing education requirements.

 

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Insurance

 

We currently maintain insurance coverage for professional liability, product liability, general liability, directors’ and officers’ liability, workers’ compensation, executive protection, property damage, and other lines of insurance.  Our general liability insurance coverage is $1.0 million per occurrence, with a $25.0 million umbrella insurance policy.  The coverage for professional liability, product liability, and workers’ compensation is self-insured with both individual specific claim and aggregate stop-loss policies to protect us from either significant individual claims or dramatic changes in our loss experience.  Based on our experience and prevailing industry practices, we believe our coverage is adequate as to risks and amount.

 

Our Website

 

Our website is http://www.hanger.com.  We make available free of charge, on or through our website, our Annual Report on Form 10-K, Current Reports on Form 8-K, Section 16 filings (i.e., Forms 3, 4 and 5), proxy statements, and other documents as required by applicable law and regulations as soon as reasonably practicable after electronically filing such reports with the SEC at http://www.sec.gov.  The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  Our website also contains the charters of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Quality, Technology, Compliance and Outcomes Committee of our Board of Directors; our Code of Business Conduct and Ethics for Directors and Employees, which includes our principal executive, financial, and accounting officers; as well as our Corporate Governance Guidelines.  Information contained on our website is not part of this report.

 

Executive Officers of the Registrant

 

The following tables set forth information regarding our current executive officers.  The ages listed for all executive officers are as of December 31, 2018.

 

Name

 

Age

 

Office with the Company

Vinit K. Asar

 

52

 

President and Chief Executive Officer

Samuel M. Liang

 

56

 

Executive Vice President of Hanger, Inc., President and Chief Operating Officer of Hanger Prosthetics & Orthotics, Inc. (dba Hanger Clinic)

Thomas E. Kiraly

 

58

 

Executive Vice President and Chief Financial Officer

Scott Ranson

 

54

 

Executive Vice President, Corporate Services and Chief Information Officer

Jay C. Wendt

 

47

 

President of Products & Services Segment

James H. Campbell

 

60

 

Senior Vice President and Chief Clinical Officer

Thomas E. Hartman

 

56

 

Senior Vice President, Secretary and General Counsel

Mitchell D. Dobson

 

47

 

Senior Vice President and Chief Compliance Officer

Keri Jolly

 

51

 

Senior Vice President and Chief Human Resources Officer

Gabrielle B. Adams

 

50

 

Vice President and Chief Accounting Officer

 

Vinit K. Asar has been our Chief Executive Officer and President since May 2012, and served as our President and Chief Operating Officer from September 2011 to May 2012.  Mr. Asar also served as our Executive Vice President and Chief Growth Officer from December 2008 to September 2011.  Mr. Asar came to Hanger from the Medical Device & Diagnostic sector at Johnson & Johnson, having worked at the Ethicon, Ethicon-Endo-Surgery, Cordis and Biosense Webster franchises.  During his eighteen year career at Johnson & Johnson, Mr. Asar held various roles of increasing responsibility in Finance, Product Development, Manufacturing, and Marketing and Sales in the United States and in Europe.

 

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Prior to joining Hanger, Mr. Asar was the Worldwide Vice-President at Biosense Webster, the Electrophysiology division of Johnson & Johnson, responsible for the Worldwide Sales, Marketing and Services organizations.  Mr. Asar has a B.S.B.A from Aquinas College and a M.B.A. from Lehigh University.

 

Samuel M. Liang has been our Executive Vice President since May 2016, and has been the President and Chief Operating Officer of Hanger Prosthetics & Orthotics, Inc. (dba Hanger Clinic), our patient care subsidiary, since September 2014.  Mr. Liang joined Hanger in May 2014.  Between May 2010 and May 2014, Mr. Liang was a Senior Vice President of Bayer HealthCare where he served as President and CEO of MEDRAD, Inc. and Head of the Radiology & Interventional business.  Prior to that, he served as President and Chief Executive Officer of Vascular Therapies, LLC, a company that created a combination drug and device product for vascular surgery.  Mr. Liang also held numerous leadership positions over 24 years at Cordis Corporation, a Johnson & Johnson company.  Mr. Liang earned a B.S.E. degree in mechanical engineering and material sciences from Duke University, North Carolina, and a master’s degree in management from the Kellogg Graduate School of Management, Northwestern University, Illinois.

 

Thomas E. Kiraly has been our Executive Vice President and Chief Financial Officer since January 2015.  Mr. Kiraly joined Hanger in October 2014 as Executive Vice President.  Prior to joining Hanger, Mr. Kiraly served as the Executive Vice President, Chief Financial Officer and Treasurer of Sheridan Healthcare, Inc., a provider of anesthesia, radiology, emergency department, and neonatology services from 2013 to 2014.  From 1999 to 2011, Mr. Kiraly served as Executive Vice President, Chief Financial Officer and Treasurer and led the financial accounting, procurement and real estate functions of Concentra, Inc., a provider of urgent care, occupational health care, and other health care services.  In 2010, when Concentra, Inc. was acquired by Humana, Inc., a Fortune 100 provider of insurance, health and wellbeing and related health care services, Mr. Kiraly transitioned to the position of Vice President of Finance for Humana, responsible for corporate financial forecasting, analysis, internal reporting, and accounting operations.  From 1988 to 1999, Mr. Kiraly served as Executive Vice President and Chief Financial Officer of BRC Holdings, Inc., where he led the financial accounting, human resources and legal functions of this publicly-traded provider of information technology services to health care firms and local governments.  Mr. Kiraly earned his Master of Business Administration from the University of Texas in Austin, Texas and his Bachelor of Arts in Speech Communication from California State University in Northridge, California.

 

Scott Ranson is our Executive Vice President, Corporate Services and Chief Information Officer, having assumed the role in May 2018.  He joined Hanger as Senior Vice President and Chief Information Officer in July 2015. Mr. Ranson joined Hanger after 14 years of service as the Chief Information Officer for Brookdale Senior Living Inc., a publicly traded senior housing solution provider, from 2001 to June 2015. Previously, Mr. Ranson served as the Director of Software for Marketing Specialists Company, where he led the successful implementation of an ERP system and e-commerce strategies, and as Vice President of Information Technology for Atlas Marketing Company, Inc. Mr. Ranson earned his Bachelor of Science degree in Business Administration, Business Management, Computer Information Systems from Ashland University in Ohio.

 

Jay C. Wendt became President of Hanger’s Products & Services Segment in July 2018. Mr. Wendt joined the Company in 2011 as Zone Vice President for Hanger Clinic’s West Zone.  Prior to joining Hanger, Mr. Wendt served in multiple Region and Division Vice President roles for Apria Healthcare, a leading provider of home respiratory services and certain medical equipment, from 2004 to 2011.  Mr. Wendt’s previous professional experience includes progressive leadership roles in the healthcare industry, including serving as vice president of sales and marketing for Home Care Supply, LLC, a regionally based provider of home respiratory and certain medical equipment, after launching his early career as a respiratory therapist.  Mr. Wendt obtained his Master of Business Administration from Baylor University and bachelor’s degrees in healthcare administration and respiratory therapy from Texas State University in San Marcos.

 

James H. Campbell, PhD. is Hanger’s Senior Vice President and Chief Clinical Officer, having assumed the role in October 2018. Previously, he held the position of Chief Clinical Officer since joining Hanger in 2015. Prior to joining Hanger, Dr. Campbell spent seventeen years with Becker Orthopedic, a leading world-wide supplier of orthotic components and central fabrication, and has forty years of experience in the Orthotics and Prosthetics profession with distinction in leadership and research.

 

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Dr. Campbell is a named inventor on five issued U.S. Patents, and has served on the Board of Directors of the American Orthotic and Prosthetic Association as well as the American Academy of Orthotists & Prosthetists (“AAOP”), from which he received the Distinguished Practitioner Award in February 2013. Dr. Campbell is a Certified Orthotist, a Fellow of the AAOP, and a member of the International Society for Prosthetics & Orthotics. Dr. Campbell holds a Higher Diploma in Prosthetics and Orthotics and a PhD in Bio-Engineering from the University of Strathclyde in Glasgow, Scotland.

 

Thomas E. Hartman is our Senior Vice President, General Counsel and Secretary.  He was appointed Senior Vice President in 2015 and Secretary in 2014, and has served as Vice President and General Counsel since 2009.  Mr. Hartman joined Hanger from Foley & Lardner, LLP where he was a partner in Foley’s Business Law Department.  Mr. Hartman’s practice at Foley was focused on securities transactions, securities law compliance, mergers and acquisitions, and corporate governance.  Prior to joining Foley in 1995, Mr. Hartman was a business law associate at Jones Day.  Mr. Hartman received his J.D. from the University of Wisconsin in Madison, and a Bachelor of Science in Engineering (Industrial & Operations Engineering) from the University of Michigan in Ann Arbor.

 

Mitchell D. Dobson is Hanger’s Senior Vice President and Chief Compliance Officer, having assumed the role in October 2018. Mr. Dobson has been with Hanger for twenty-four years, and most recently served as the Vice President and Compliance Officer for Hanger’s patient care segment. He previously held various compliance and regulatory-related roles within Hanger. Mr. Dobson is also a certified prosthetist/orthotist, and practiced as a clinician for more than a decade. He is currently a Fellow of the American Academy of Orthotists and Prosthetists. Mr. Dobson holds a Bachelor of Science in Prosthetics and Orthotics from the University of Texas Southwestern Medical Center at Dallas and a Certificate in Healthcare Compliance from The George Washington University.

 

Keri Jolly joined Hanger, Inc. as Senior Vice President and Chief Human Resources Officer in July 2018.  Ms. Jolly previously served as senior vice president, human resources at Baylor Scott & White Health, a private healthcare provider, from May 2016 to November 2017.  Prior to that, Ms. Jolly served as the chief human resources officer for Global Power Equipment Group, a public company global manufacturing and services company, from October 2014 to May 2016.  From September 2012 to October 2014, Ms. Jolly served as the chief human resources officer at Vertex Group, a private company IT services and business process outsource provider for the utilities industry.  Ms. Jolly’s previous professional experience includes progressive leadership roles in human resources positions for companies in a variety of industries.  Ms. Jolly obtained her Master of Business Administration from the University of Minnesota and her Bachelor of Arts degree in business from the University of St. Thomas.

 

Gabrielle B. Adams has been our Vice President and Chief Accounting Officer since April 2017.  Ms. Adams joined Hanger as its Vice President - Accounting in February 2015.  Prior to joining Hanger Ms. Adams served as Chief Financial Officer at the Texas Bankers Association, a trade association supporting the banking industry in Texas, from 2012 to 2015.  Previously, Ms. Adams served in various roles of increasing responsibility at EZCorp, Inc., a publicly traded provider of pawn loans and operator of pawn stores, from 1999 to 2012, including serving as Vice President of Financial Planning and Analysis, Director of Internal Audit, and Assistant Controller.  Ms. Adams holds a degree in accounting from the University of Texas at Austin and is a licensed CPA in the State of Texas.

 

There are no family relationships between any of the executive officers.

 

ITEM 1A.  RISK FACTORS

 

Set forth below are certain risk factors that could adversely affect our business, results of operations, and financial condition.  You should carefully read the following risk factors, together with the consolidated financial statements, related notes, and other information contained in this Annual Report on Form 10-K.  This Annual Report on Form 10-K contains forward-looking statements that contain risks and uncertainties.  Please read the cautionary notice regarding forward-looking statements in Item 7. under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in connection with your consideration of the risk factors and other important factors that may affect future results described below.

 

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We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, negatively impacting investor confidence and, as a result, the value of our common stock.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is required to evaluate the effectiveness of these controls and procedures on a periodic basis and publicly disclose the results of these evaluations and related matters in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.  Management has identified numerous material weaknesses that existed as of December 31, 2018, including material weaknesses relating to the ineffectiveness of the control environment.  See “Item 9A. Controls and Procedures” in this Annual Report on Form 10-K.  As a result of these material weaknesses, our management concluded that our internal controls and procedures were not effective as of December 31, 2018.

 

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.  We are actively engaged in developing and implementing remedial measures designed to address these material weaknesses.  Our remedial measures are not complete and are ongoing.  Although we are working to remedy the ineffectiveness of our internal control over financial reporting, there can be no assurance as to when the remedial measures will be fully developed, the timing and effectiveness of our implementation of such remedial measures or the aggregate cost of implementation.  Until our remedial measures are fully implemented, our management will continue to devote significant time and attention to these efforts.  If we do not complete our remediation in a timely fashion, or at all, or if our remedial measures are inadequate, there will continue to be an increased risk that new material weaknesses could be identified, we will be unable to timely file future periodic reports with the SEC, or our future consolidated financial statements could contain misstatements that will be undetected.  If we are unable to report our results in a timely and accurate manner, then we may not be able to comply with the applicable covenants in our Credit Agreement, dated March 6, 2018 (the “Credit Agreement”), and may be required to seek amendments or waivers under the Credit Agreement, which could adversely impact our liquidity and financial condition.  Similarly, if we are unable to report our results in a timely and accurate manner, then we may not be able to comply with the continued listing requirements of the New York Stock Exchange (the “NYSE”), which could result in delisting from the NYSE.  Further and continued determinations that there are material weaknesses in the effectiveness of our internal control over financial reporting could also reduce our ability to obtain financing or could increase the cost of any financing we obtain and require additional expenditures of both money and our management’s time to comply with applicable requirements.

 

Any failure to implement or maintain required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses or material misstatements in our consolidated financial statements.  Any new misstatement could result in a further restatement of our consolidated financial statements, cause us to fail to meet timely our periodic reporting obligations with the SEC or the NYSE, cause us to violate debt covenants, reduce our ability to obtain financing, or cause investors to lose confidence in our reported financial information, leading to a decline in the value of our common stock.  We cannot assure you that we will not discover additional weaknesses in our internal control over financial reporting.

 

Furthermore, as we grow our business, our disclosure controls and internal controls over financial reporting will become more complex, and we may require significantly more resources to ensure the effectiveness of these controls.  If we are unable to continue upgrading our internal controls, reporting systems and information technology (“IT”) in a timely and effective fashion, then we may require additional management time and attention and other resources to be devoted to assist in compliance with the disclosure and financial reporting requirements and other rules that apply to public companies, which could adversely affect our business, financial position, and results of operations.

 

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Additionally, we incurred, and continue to incur, significant expense including audit, legal, consulting, and other professional fees in connection with the ongoing remediation of material weaknesses in our internal control over financial reporting.  We have taken a number of steps that we have deemed appropriate and reasonable to strengthen our accounting function and to reduce the risk of future restatements, including adding internal personnel and hiring outside consultants, as described in more detail in “Item 9A. Controls and Procedures” contained in this Annual Report on Form 10-K.  To the extent these steps are not successful, we may need to incur additional time and expense to address accounting issues that could arise in the future.  Our management’s attention has also been, and may further be, diverted from the operation of our business as a result of the time and attention required to address the ongoing remediation of material weaknesses in our internal controls.

 

The restatement of our previously issued financial results for 2010-2014 has resulted in private litigation and could result in private litigation judgments that could have a material adverse impact on our results of operations and financial condition.

 

We are subject to shareholder litigation relating to certain of our previous public disclosures.  For additional discussion of this litigation, see “Item 3. Legal Proceedings” in this Annual Report on Form 10-K.  Our management has been and may be required in the future to devote significant time and attention to this litigation, and this and any additional matters that arise could have a material adverse impact on our results of operations and financial condition as well as on our reputation.  While we cannot estimate our potential exposure in these matters at this time, we have already incurred significant expense defending this litigation and expect to continue to need to incur significant expense in the defense.

 

The existence of the litigation may have an adverse effect on our reputation with referral sources and our patients themselves, which could have an adverse effect on our results of operations and financial condition.

 

We have substantial indebtedness, and our failure to comply with the covenants and payment requirements of that indebtedness may subject us to increased interest expenses, lender consent and amendment costs or adverse financial consequences.

 

As of December 31, 2018, we had approximately $510.7 million in indebtedness.  This current level of indebtedness is comprised of approximately $501.2 million of borrowings under the term loan facility under our Credit Agreement, no borrowings under the revolving credit facility of our Credit Agreement, and approximately $9.5 million of indebtedness related to other financing obligations and Seller Notes.  Under our Credit Agreement, we are required to comply with certain financial covenants and other provisions.  In addition to other requirements, these provisions include requirements that we timely prepare our financial statements and timely receive audits on our annual financial statements, meet certain financial ratio requirements and timely pay interest and principal when due.  To the extent that we fail to meet our financial statement requirements in future periods, our operating trends do not enable us to meet our financial covenant requirements, we are unable to pay interest or principal when due or we are unable to meet other covenants and requirements contained within our currently existing Credit Agreement, we may default under the Credit Agreement.  A default could result in increases in consent or amendment fees to lenders, increases in interest costs, the imposition of additional constraints on borrowing by our lenders, or potentially more serious liquidity constraints and adverse financial consequences, including reductions in the value of our common stock or the necessity of seeking protection from creditors under bankruptcy laws.  See the “Liquidity and Capital Resources” section in this Management’s Discussion and Analysis for further discussion.

 

Additionally, our current Credit Agreement includes variable interest rates.  In the event that interest rates rise, we will be required to pay greater interest expenses, which will have an adverse effect on our income from operations and financial condition.

 

To remedy issues we may encounter with meeting our debt obligations, or for other purposes, we may find it necessary to seek further refinancing of our indebtedness, and may do so with debt instruments that are more costly than our existing instruments (and which will rank senior to our equity securities), or we may issue additional equity securities which may dilute the ownership interests or value of our existing shareholders.  These actions may decrease the value of our equity securities.

 

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Health care reform has initiated significant changes to the United States health care system and we expect to see further changes in the health care system in the future.

 

Various health care reform provisions became law upon enactment of the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, on March 23, 2010 (the “Affordable Care Act”).  The reforms contained in the Affordable Care Act have impacted our business.  Continued political, economic and regulatory influences are subjecting the health care industry in the United States to fundamental change.  Further changes relating to the health care industry and in health care spending may adversely affect our revenue.  We anticipate that Congress will continue to review and assess alternative health care delivery and payment systems and may in the future propose and adopt legislation effecting additional fundamental changes in the health care system.  Although efforts at replacing the Affordable Care Act and overhauling the health care system have stalled in Congress, health care reform remains a priority for the Trump Administration and for many members of Congress.  We cannot assure you as to the ultimate content, timing or effect of changes, nor is it possible at this time to estimate the impact of potential legislation on our business.  However, although the specific reforms to the current health care system cannot be accurately predicted at this time, such changes could have a considerable impact on how health care is reimbursed, particularly on the coverage for certain types of services and on the reimbursement levels provided by government sources.

 

Changes in government reimbursement levels could adversely affect our Patient Care segment’s net revenue, cash flows and profitability.

 

We derived approximately 56.5%, 54.8%, and 54.1% of our net revenue for the years ended December 31, 2018, 2017, and 2016, respectively, from reimbursements for O&P services and products from programs administered by Medicare, Medicaid, and the VA.  Each of these programs set reimbursement levels for the O&P services and products provided under their program.  If these agencies reduce reimbursement levels for O&P services and products in the future, our net revenues could substantially decline.  In addition, the percentage of our net revenues derived from these sources may increase as the portion of the U.S. population over age 65 continues to grow, making us more vulnerable to reimbursement reductions by these organizations.  Reduced government reimbursement levels could result in reduced private payor reimbursement levels because fee schedules of certain third party payors are indexed to Medicare reimbursement levels.  Furthermore, the health care industry is experiencing a trend towards cost containment as government and other third party payors seek to impose lower reimbursement rates and negotiate reduced contract rates with service providers.  This trend could adversely affect our net revenues.  For example, a number of states have reduced their Medicaid reimbursement rates for O&P services and products, or have reduced Medicaid eligibility, and others are in the process of reviewing Medicaid reimbursement policies generally, including for prosthetic and orthotic devices.

 

Medicare provides for reimbursement for O&P products and services based on prices set forth in fee schedules for ten regional service areas.  Medicare prices are adjusted each year based on the CPI-U unless Congress acts to change or eliminate the adjustment.  The Medicare price changes for 2018, 2017, and 2016 were 1.1%, 0.7%, and (0.4)%, respectively.  The Affordable Care Act (“ACA”) changed the Medicare inflation factors applicable to O&P (and other) suppliers.  The annual updates for years subsequent to 2011 are based on the percentage increase in the CPI-U for the 12-months ended in June of the previous year.  Section 3401(m) of the ACA required that for 2011 and each subsequent year, the fee schedule update factor based on the CPI-U for the 12-months ended in June of the previous year is to be adjusted by the annual change in economy-wide private nonfarm business multifactor productivity (the “MFP Adjustment”).  The MFP Adjustment may result in the percentage increase being less than zero for a year and may result in payment rates for a year being less than such payment rates for the preceding year.  Although the decrease in the Medicare O&P fee schedule for 2016 was not unprecedented, it is the first time that there has been a decrease since 2011, when the Productivity Adjustment was first introduced following the ACA.  The Centers for Medicare & Medicaid Services (“CMS”) has not yet issued a final rule implementing these adjustments for years beyond 2011, but has indicated in a proposed rule that it will do so as part of the annual program instructions to the O&P fee schedule updates.  See 75 Fed. Reg. 40040, 40122-25 (July 13, 2010).  If the U.S. Congress were to legislate additional modifications to the Medicare fee schedules, our net revenues from Medicare and other payors could be adversely and materially affected.

 

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Alternative models of reimbursement for durable medical equipment, prosthetics, orthotics and supplies (“DMEPOS”) may also affect our business.  The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 requires that Medicare replace the current fee schedule payment methodology for certain DMEPOS items and services with “single payment amounts” determined through a competitive bidding process, and CMS has issued regulations finalizing the methodology for adjusting fee schedule amounts for such items.  See 79 Fed, Reg. 66120, 66123 (November 6, 2014).  The types of DMEPOS subject to competitive bidding under the statute include: oxygen and oxygen equipment; continuous positive airway pressure devices, single and bi-level; standard manual and power wheelchairs, scooters and walkers; Group 2 complex rehabilitative power wheelchairs; hospital beds, commode chairs, patient lifts and seat lifts; support surfaces or pressure reducing mattresses and overlays; enteral nutrients, supplies and equipment; negative pressure wound therapy pumps; infusion pumps; transcutaneous electrical nerve stimulation devices; standard nebulizers; and certain mail-order diabetic testing supplies.  Under the DMEPOS Competitive Bidding Program, suppliers compete to submit bids for selected products, and the Medicare suppliers offering the best price, in addition to meeting applicable quality and financial standards, are awarded contracts to supply the designated products and services to Medicare beneficiaries in specified competitive bidding areas.  Although our product offerings currently subject to competitive bidding do not comprise a significant portion of our business, it is possible that the DMEPOS Competitive Bidding Program may expand to include other types of products we offer, or that other payors will adopt similar models for reimbursement, which may negatively affect our net revenue.

 

The Budget Control Act of 2011 required, among other things, mandatory across-the-board reductions in Federal spending, or “sequestration”.  While delayed by the American Taxpayer Relief Act of 2012, President Obama issued a sequestration order on March 1, 2013.  For services provided on or after April 1, 2013, Medicare fee-for-service claim payments, including those for DMEPOS as well as claims under the DMEPOS Competitive Bidding Program, are reduced by 2%.  On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 into law, which provided for two years of increases to discretionary spending to be offset by an additional year of Medicare sequestration, through 2025.  This is a claims payment adjustment with limited impact on us; no permanent reductions in the Medicare DMEPOS fee schedule have been made as a result of sequestration, therefore additional reimbursements from Medicaid, the VA and commercial payors who use the Medicare fee schedule as a basis for reimbursement have not been impacted.

 

CMS may also develop policies to limit Medicare coverage of specific products and services.  Medical administrative contractors may issue local coverage determinations (“LCD”) that limit coverage for a particular item or service in their jurisdiction only.  This can lead to state-by-state variation in Medicare coverage for some items and services.  Any LCD that negatively impacts orthotic or prosthetic reimbursement would negatively affect our revenue.

 

Finally, patients may continue to move to Medicare Advantage plans from traditional Medicare plans, which will change the nature of the reimbursement received by us from the traditional Medicare program and negatively affect our net revenue.

 

If the average rates that commercial payors pay us decline significantly, then it would have a material adverse effect on our Patient Care segment’s net revenues, earnings, and cash flows.

 

We derived approximately 37.0%, 38.2%, and 39.2% of our net revenue for the years ended December 31, 2018, 2017, and 2016, respectively, from reimbursements for O&P services and products for patients who have commercial payors as their primary payor.  We continue to experience downward pressure on some of our commercial payment rates as a result of general conditions in the market, recent and future consolidations among commercial payors, increased focus on O&P services and products and other factors.  There is no guarantee that commercial payment rates will not be materially lower in the future, particularly given the fluctuations in government reimbursement rates.

 

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We are continuously in the process of negotiating new agreements and renegotiating agreements that are up for renewal with commercial payors, who often begin negotiations with proposed reductions in our reimbursement rates.  Sometimes many significant agreements are up for renewal or being renegotiated at the same time.  In the event that our ongoing negotiations result in overall commercial rate reductions in excess of overall commercial rate increases, the cumulative effect could have a material adverse effect on our financial results.  Consolidations in the commercial payor market have significantly increased the negotiating leverage of commercial payors.  Our negotiations with payors are also influenced by competitive pressures, and we may experience decreased contracted rates with commercial payors or experience decreases in patient volume as our negotiations with commercial payors continue.  If the average rates that commercial payors pay us decline significantly, or if we see a decline in commercial patients, it would have a material adverse effect on our revenues, earnings and cash flows.

 

Changes in government reimbursement levels could adversely affect our Products & Services segment’s net revenues, cash flows, and profitability.

 

In addition to the risks to our Patient Care segment businesses discussed previously, changes in government reimbursement levels could also adversely affect the net revenues, cash flows and profitability of the businesses in our Products & Services segment.  In particular, a significant majority of our therapeutic services sales involve devices and related services provided to SNFs and similar businesses.  Reductions in government reimbursement levels to SNFs have caused, and could continue to cause, such SNFs to reduce or cancel their use of our therapeutic service equipment and related consultative services negatively impacting net revenues, cash flows and profitability.  For example, in July 2011 CMS announced an across the board reduction of approximately 11% in SNF reimbursement levels, which negatively impacted the demand for our devices and treatment modalities.  Although CMS has announced increases in SNF reimbursement levels in the years since (the agency announced an increase of 2.4% for FY 2019, 1.0% for FY 2018, 2.4% for FY 2017, 1.4% for FY 2016, and 2.0% for FY 2015), we cannot predict whether any other changes to reimbursement levels will be implemented, or if implemented what form any changes might take.  In May 2018 CMS announced a proposed replacement called Patient-Driven Payment Model (“PDPM”) for the current Resource Utilization Group IV (“RUG IV”) SNF payment system under Medicare Part A.  PDPM is a further update to the Resident Classification System Version 1 (RCS-1) proposed by CMS in May 2017.  The scheduled effective date for PDPM is October 1, 2019, and CMS is expected to release the final proposal and rule in the second quarter of 2019.  The effective date of PDPM could be postponed.   Additionally, its potential impact on SNF reimbursement levels is not clear.

 

We depend on reimbursements by third party payors, as well as payments by individuals, which could lead to delays and uncertainties in the Patient Care segment’s reimbursement process.

 

We receive a substantial portion of our payments for health care services on a fee-for-service basis from third party payors, including Medicare and Medicaid, private insurers, and managed care organizations.  We estimate that we have received approximately 93.5%, 93.0%, and 93.3% of our net revenues from such third party payors during 2018, 2017, and 2016, respectively.  We estimate that such amounts included approximately 31.9%, 30.5%, and 30.5% from Medicare in 2018, 2017, and 2016, respectively, 15.5%, 15.6%, and 14.8% from Medicaid programs in 2018, 2017, and 2016, respectively.  In addition, we estimate net revenues from the VA were 9.1%, 8.7%, and 8.8% in 2018, 2017, and 2016, respectively.

 

The reimbursement process is complex and can involve lengthy delays.  Third party payors continue their efforts to control expenditures for health care, including proposals to revise reimbursement policies.  While we recognize revenue when health care services are provided, there can be delays before we receive payment.  In addition, third party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, that services provided were not medically necessary, or that additional supporting documentation is necessary.  Retroactive adjustments may change amounts realized from third party payors.  Third party payors may require pre-authorizations for certain services and/or devices, which may result in a delay in our ability to provide services or to provide services at all.  Additionally, we may see an increase in bundled payment models, which can result in delays before we receive payment or no payment at all for certain services.

 

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Changes in government reimbursement levels and policies such as those described above may also contribute to uncertainties surrounding the reimbursement process.  We are subject to governmental audits of our reimbursement claims under Medicare, Medicaid, the VA and other governmental programs and may be required to repay these agencies if found that we were incorrectly reimbursed.  Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing costs.

 

We also may not be paid with respect to co-payments and deductibles that are the patient’s financial responsibility.  Many of the plans offered on the state health insurance exchanges have high deductibles and require coinsurance that patients cannot afford to pay.  Amounts not covered by third party payors are the obligations of individual patients from whom we may not receive whole or partial payment.  We also may not receive whole or partial payments from uninsured and underinsured individuals.  In such an event, our earnings and cash flow would be adversely affected, potentially affecting our ability to maintain our restrictive debt covenant ratios and meet our financial obligations.

 

Additionally, employer based plans and other individual plans are increasingly relying on “high deductible” plan designs.  As their participation in health plans with these high deductible designs increases, our patients will face greater financial burdens and participatory costs that may affect their decisions regarding the timing of their replacement of their devices.  Due to cost considerations, they may seek to repair or refurbish their existing devices and delay the purchase of new replacement devices, which will adversely affect our revenues and our profitability.

 

The risks associated with third party payors, co-payments, and deductibles and the inability to monitor and manage accounts receivable successfully could still have a material adverse effect on our business, financial condition, and results of operations.  Furthermore, our collection policies or our provisions for allowances for Medicare, Medicaid, and contractual discounts and doubtful accounts receivable may not be adequate.

 

Due to constraints in the growth of our rates of reimbursement, we may face cost pressures that could adversely affect our profitability.

 

Due to increased pressures on governmental and commercial payors to seek ways of reducing the costs of care, those payors have and may continue to seek ways to reduce growth in the rate of our reimbursement for the services we provide.  This constraint in the rate of growth in reimbursement may adversely affect our profitability as we experience increases in the wages, materials, and other costs necessary to the conduct of our business.  These cost increases may adversely affect our profitability and our profit margins.

 

Given the complexities and demands related to reimbursement, we may fail to adequately provide the staffing and systems necessary to ensure we effectively manage our reimbursement processes.

 

The nature of our business requires that we are effective in the assessment of patient eligibility, the process of pre-authorization, the recordation and collection of provider documentation, the timely and complete submission of claims for reimbursement, the application of cash receipts to patient accounts, the timely response to payor denials, and the conduct of collection activities.  If we fail to provide adequate or qualified staffing, we could incur reductions in the amount of reimbursement we receive for the O&P services that we provide.

 

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We face periodic reviews, audits and investigations under our contracts with federal and state government agencies, and these audits could have adverse findings that may negatively impact our business.

 

We contract with various federal and state governmental agencies to provide O&P services.  Pursuant to these contracts, we are subject to various governmental reviews, audits, and investigations to verify our compliance with the contracts and applicable laws and regulations.  Any adverse review, audit or investigation could result in:

 

·                  refunding of amounts we have been paid pursuant to our government contracts;

 

·                  imposition of fines, penalties, and other sanctions on us;

 

·                  loss of our right to participate in various federal programs;

 

·                  damage to our reputation in various markets; or

 

·                  material and/or adverse effects on our business, financial condition, and results of operations.

 

In recent years we have seen a significant increase in Medicare audits, including RAC audits, CERT audits and TPE prepayment audits.  In addition, ZPICs are responsible for the identification of suspected fraud through medical record review.  We believe that Medicare audits, inquiries and investigations will continue to occur from time to time in the ordinary course of our business.  Medicare audits could have a material and adverse effect on our business financial condition and results of operations, particularly if we are unsuccessful at final adjudication.

 

Consolidation of manufacturers within the O&P industry may adversely affect our business by increasing prices we pay for certain devices and components.

 

We depend on a limited number of manufacturers who supply us with certain key devices and components used in the prostheses we provide to our patients, particularly with respect to high technology components.  These manufacturers are subject to a consolidation trend within the O&P industry.  To the extent this trend continues, consolidation amongst certain manufacturers could result in a sole or limited source for certain high technology devices and components used in the devices we provide to patients.  Any such consolidation could require us to pay increased prices for such devices and components, which could significantly reduce our gross margin and profitability and have a material adverse effect on our business.

 

We are subject to numerous federal, state and local governmental regulations, noncompliance with which could result in significant penalties that could have a material adverse effect on our business.

 

A failure by us to comply with the numerous federal, state and/or local health care and other governmental regulations to which we are subject, including the regulations discussed under “Government Regulation” in “Item 1. Business” above, could result in significant penalties and adverse consequences, including exclusion from the Medicare and Medicaid programs, which could have a material adverse effect on our business.

 

We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions.

 

We are subject to tax laws and regulations of the U.S. federal, state and local governments.  We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate.  As the tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision.

 

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From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax liability.  For example, the Tax Cuts and Jobs Act (the “Tax Act”) signed into law on December 22, 2017 represents a significant overhaul of the U.S. federal tax code.  The Tax Act significantly reduced the U.S. statutory corporate tax rate from 35 percent to 21 percent. However, the Tax Act also included a number of provisions, including, but not limited to, the limitation or elimination of various deductions or credits (including, for example, interest expense under Section 163(j) and performance-based compensation under Section 162(m)), the changing of the timing of the recognition of certain income and deductions or their character, and the limitation of asset basis under certain circumstances, any of which could significantly and adversely affect our U.S. federal income tax position.  The Tax Act also made significant changes to the tax rules applicable to insurance companies and other entities with which we do business.  There can be no assurance that future changes in tax laws or regulations will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations.  Similarly, changes in tax laws and regulations that impact our patients, business partners and counterparties or the economy generally may also impact our financial condition and results of operations.

 

In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities.  We are regularly subject to audits by tax authorities and, although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals.  Any changes in enacted tax laws (such as the recent U.S. tax legislation), rules or regulatory or judicial interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.

 

Within our Products & Services segment, we provide certain equipment and consultative services to SNFs, who, due to reimbursement pressures, may choose to discontinue our services or seek alternative arrangements for the provision of this equipment.

 

Approximately $50.4 million of our net revenue in 2018 related to recurring revenues derived from providing therapeutic equipment and related consultative services to SNFs.  SNFs have been experiencing reimbursement pressures which could adversely impact our business with them.  To reduce costs, these facilities could choose to forgo our services, or seek alternative arrangements for the provision of the equipment we provide them, thereby reducing our revenue, earnings and could adversely impact the carrying value of our goodwill and other intangible assets.

 

We utilize information technology systems to support our business. Our multi-year implementation of an enterprise-wide resource planning system, reliance upon multiple legacy business systems, security breaches, or other disruptions to our information technology systems or assets, could interfere with our operations, compromise security of our customers’ or suppliers’ information and expose us to liability which could adversely impact our business and reputation.

 

Our operations rely on certain key IT systems, many of which are legacy in nature or may be dependent upon third-party services, to provide critical connections of data, information and services for internal and external users. Over the next several years, we expect to implement a new enterprise resource planning system (“ERP”), which will require significant financial and human resources to deploy. There can be no assurance that the actual costs for the ERP will not exceed our current estimates or that the ERP will not take longer to implement than we currently expect. The failure to implement the ERP in a timely manner may adversely affect our ability to establish and maintain an effective control environment.  In addition, potential flaws in implementing the ERP or in the failure of any portion/module of the ERP to meet our needs or provide appropriate controls may pose risks to our ability to operate successfully and efficiently. There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or cyber-based attacks, and as we upgrade and standardize our ERP system on a company-wide basis. These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption to our operations, a material weakness in or failure of our control environment, loss of valuable data and damage to our reputation, all of which could adversely affect our business.

 

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Our products and services face the risk of technological obsolescence, which, if realized, could have a material adverse effect on our business.

 

The medical device industry is characterized by rapid and significant technological change.  There can be no assurance that third parties will not succeed in developing and marketing technologies, products or services that are more effective than those that we provide our patients or that would render the products and services we provide our patients obsolete or noncompetitive.  Additionally, new surgical procedures and medications could be developed for diabetes, trauma associated with accidents or physical injury, tumors, infection, or musculoskeletal disorders of the back, extremities or joints that would replace or reduce the importance of our prosthetic and orthotic products and services.  Accordingly, our success will depend upon our ability to respond to future medical and technological changes that may impact the demand for our prosthetic and orthotic products and services.

 

Our failure to economically procure necessary components and to conduct timely and effective inventories of the materials and components we use in our business could result in an adverse effect on our business, financial condition and results of operations.

 

Our business involves the use of materials and componentry we acquire from third party manufacturers.  If manufacturers critical to our business substantially increase the cost of the components they sell to us, then our inability to acquire the necessary materials and components on a cost effective basis may adversely affect revenues and earnings.  Additionally, to successfully perform our business, it is necessary that we conduct timely and thorough inventories of our raw materials and Work in Process (“WIP”).  The conduct of these inventories are costly and time consuming.  If we encounter issues in their conduct, given that our clinicians oversee the inventory processes which occur in our clinics, remedial procedures can disrupt our ability to see and treat patients, and thereby adversely affect our revenues and profitability.

 

We depend on our ability to recruit and retain experienced clinicians.

 

Our revenue generation is dependent upon referrals from physicians in the communities our patient care clinics serve, and our ability to maintain good relations with these physicians.  Our clinicians are the front line for generating these referrals and we are dependent on their talents and skills to successfully cultivate and maintain strong relationships with these physicians.  If we cannot recruit and retain our base of experienced and skilled clinicians, our business may decrease and our net operating revenues may decline.  We may also experience increases in our labor costs, if higher wages and greater benefits are required to attract and retain qualified healthcare personnel, and such increases may adversely affect our profitability.  Furthermore, while we attempt to manage overall labor costs in the most efficient way, our efforts to manage them may have limited effectiveness and may lead to increased turnover and other challenges.

 

If we are unable to retain our senior management and key employees, then our business and results of operations and financial position could be harmed.

 

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key employees.  Although we have employment agreements with our senior management, these agreements do not prevent those individuals from ceasing their employment with us at any time.  Additionally, adverse publicity and increased demands associated with our material weaknesses, and the ongoing litigation associated with the restatement of our financial results for 2010-2014 could increase our key employee retention risks.  If we are unable to retain existing senior management and other key employees, or to attract other such qualified employees on terms satisfactory to us, then our business could be adversely affected.

 

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Our non-compete agreements and other restrictive covenants involving clinicians may not be enforceable.

 

We have contracts with clinicians in many states.  Some of these contracts include provisions preventing these clinicians from competing with us both during and after the term of our relationship with them.  The law governing non-compete agreements and other forms of restrictive covenants varies from state to state.  Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to health care providers.  There can be no assurance that our non-compete agreements related to affiliated clinicians will not be successfully challenged as unenforceable in certain states.  In such event, we would be unable to prevent former affiliated clinicians from competing with us, potentially resulting in the loss of some of our patients, reducing our revenues and earnings.

 

Cyber-attacks, system security risks, data breaches, and other technology failures could adversely affect our ability to conduct business, our results of operations, and our financial position.

 

A technology failure could occur and potentially disrupt our business, damage our reputation and adversely affect our profitability.  Our IT systems are subject to the risk of computer viruses or other malicious codes, unauthorized access or cyber-attacks.  The administrative and technical controls and other preventive actions that we take to reduce the risk of cyber incidents and protect our IT systems may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches to our computer systems.  In addition, disruptions or breaches could occur as a result of natural disasters, man-made disasters, epidemic/pandemic, industrial accident, blackout, criminal activity, technological changes or events, terrorism, or other unanticipated events beyond our control.  While we have insurance intended to provide coverage from certain losses related to such incidents and a variety of preventative security measures such as risk management, information protection, disaster recovery, and business continuity plans, we cannot predict the method or outcome of every possible cyber incident or ensure that we have protected ourselves against every possible cyber threat in light of the varied and increasingly complex breaches faced by companies on a regular basis.  Unanticipated problems with our systems or recovery plans could have a material adverse impact on our ability to conduct business, our results of operations, and our financial position.

 

A cybersecurity incident could cause a violation of HIPAA and other privacy laws and regulations or result in a loss of confidential data.

 

A cyber-attack that penetrates our IT security defenses causing an IT security breach, loss of protected health information or other data subject to privacy laws, loss of proprietary business information, or a material disruption of our IT business systems, could have a material adverse impact on our business, financial condition, or results of operations.  In addition, our future results of operations, as well as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of protected health information, other confidential data or proprietary business information.

 

Our acquisitions require transitions and integration of various information technology systems, and we regularly upgrade and expand our information technology systems’ capabilities.  If we experience difficulties with the transition and integration of these systems or are unable to implement, maintain, or expand our systems properly, we could suffer from, among other things, operational disruptions, regulatory problems, working capital disruptions, and increases in administrative expenses.  While we make significant efforts to address any information security issues and vulnerabilities with respect to the companies we acquire, we may still inherit risks of security breaches or other compromises when we integrate these companies within our business.

 

Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

 

Some of our insurance coverage is through various third-party insurers.  To the extent we hold policies to cover certain groups of claims or rely on insurance coverage obtained by third parties to cover such claims, but either we or such third parties did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling to pay such claims, we may be responsible for those losses.  Furthermore, for our losses that are insured or reinsured through commercial insurance companies, we are subject to the “credit risk” of those insurance companies.  While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.

 

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We have made and may continue to make acquisitions, which could divert the attention of management and which may not be integrated successfully into our existing business.  We may not find suitable acquisitions in the future, which could adversely affect our ability to penetrate new markets and achieve our growth objectives.

 

We intend to continue to pursue acquisitions to enter new geographic markets and expand the scope of services we provide.  We cannot assure you that we will identify suitable acquisition candidates, acquisitions will be completed on acceptable terms or at all, our due diligence process will uncover all potential liabilities or issues affecting our integration process, we will not incur breakup, termination or similar fees and expenses, or we will be able to integrate successfully the operations of any acquired business.  Furthermore, acquisitions in new geographic markets and services may require us to comply with new and unfamiliar legal and regulatory requirements, which could impose substantial obligations on us and our management, cause us to expend additional time and resources, and increase our exposure to penalties or fines for noncompliance with such requirements.  The acquisitions could be of significant size and involve operations in multiple jurisdictions.  The acquisition and integration of another business could divert management attention from other business activities.  This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition, and results of operations.  In addition, we may incur debt to finance acquisitions.  Such borrowings may not be available on terms as favorable to us as our current borrowing terms and may increase our leverage.

 

In order to remain competitive, we are required to make capital expenditures to maintain our properties and our equipment.

 

A substantial portion of our capital expenditure requirements relate to maintaining and upgrading the appearance and function of our patient care clinic and satellite locations.  If we do not maintain our facilities, their relative appearance to that of our competitors could adversely affect our ability to attract and retain patients.  In addition, changing competitive conditions or the emergence of any significant advances in O&P technology or the delivery of O&P technology could require us to invest significant capital in additional equipment or capacity in order to remain competitive.  If we are unable to fund any such investment or otherwise fail to invest in such items, our business, financial condition, or results of operations could be materially and adversely affected.

 

We may face new competitors in the O&P patient care services market.

 

The barriers to entry into the O&P patient care services business in the United States are generally low.  In particular, we are aware that an O&P product manufacturer with international O&P patient care services operations also operates a small O&P patient care services business in the United States and could choose to expand its U.S. presence.  This O&P product manufacturer is a supplier to our O&P patient care services business as well as our Product & Services segment distribution business.  Other O&P product manufacturers with international O&P patient care services operations could also choose to enter the U.S. O&P patient care services market.  These potential competitors could have significant financial resources, an established brand, or other competitive advantages.  The entry of new competitors into the O&P patient care services market in the United States could adversely affect our business, financial condition or results of operations.

 

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business or to defend successfully against intellectual property infringement claims by third parties.

 

Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks and copyrights, and our proprietary technology.  Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret, and other laws to protect our intellectual property rights and proprietary technology may not be adequate.  Litigation may be necessary to enforce our intellectual property rights and

 

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protect our proprietary technology, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third-party’s intellectual property rights.  Any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases.  The terms of any settlement or judgment may require us to pay substantial amounts to the other party or cease exercising our rights in such intellectual property, including ceasing the use of certain trademarks used by us to distinguish our services from those of others or ceasing the exercise of our rights in copyrightable works.  In addition, we may have to seek a license to continue practices found to be in violation of a third-party’s rights, which may not be available on reasonable terms, or at all.  Our business, financial condition, or results of operations could be adversely affected as a result.

 

The market price of our common stock may fluctuate significantly.

 

The market price of our common stock may fluctuate significantly.  Among the factors that could affect our stock price are:

 

·                  industry or general market conditions;

 

·                  domestic and international economic factors unrelated to our performance;

 

·                  changes in our referral sources’ or customers’ preferences;

 

·                  new regulatory pronouncements and changes in regulatory guidelines;

 

·                  lawsuits, enforcement actions and other claims by third parties or governmental authorities;

 

·                  actual or anticipated fluctuations in our quarterly operating results;

 

·                  changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;

 

·                  action by institutional shareholders or other large shareholders, including future sales of our common stock;

 

·                  the entry of a new competitor into one of the our markets we serve;

 

·                  speculation in the press or investment community;

 

·                  investor perception of us and our industry;

 

·                  changes in market valuations or earnings of similar companies;

 

·                  announcements by us or our competitors of significant contracts, acquisitions, or strategic partnerships;

 

·                  any future sales of our common stock or other securities;

 

·                  additions or departures of key personnel; and

 

·                  ability to file future SEC filings timely.

 

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The stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies.  These broad market fluctuations may adversely affect the market price of our common stock.  In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against such company.  Any litigation of this type brought against us could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, results of operations, and financial condition.

 

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

 

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.  If one or more analysts downgrade our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline.  If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

 

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

 

We do not intend to declare and pay dividends on our common stock for the foreseeable future.  We currently intend to invest our future earnings, if any, to fund our growth, to develop our business, and to potentially fund future share repurchases.  Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value.  There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which shareholders have purchased their shares.

 

Disruptions in our disaster recovery systems, management continuity planning, or information systems could limit our ability to operate our business effectively, or adversely affect our financial condition and results of operations.

 

Our IT systems facilitate our ability to conduct our business.  While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations.  Despite our implementation of a variety of security measures, our technology systems could be subject to physical or electronic break-ins and similar disruptions from unauthorized tampering.  In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.  PROPERTIES

 

As of December 31, 2018, we operated or leased 780 patient care locations, comprised of 676 patient care clinics and 104 satellite locations, in 45 states and the District of Columbia.  We own 11 buildings, including 10 buildings that house a patient care clinic and one building that is currently unoccupied.  Our patient care clinics occupied under leases have terms expiring between 2019 and 2028.  Our patient care clinics average approximately 3,100 square feet in size.  In total, including locations relating to our non-patient care businesses, administrative, and fabrication locations, as well as storage and other non-occupied space, we currently have 881 locations, of which 870 are under lease.

 

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We believe our leased and owned facilities are adequate for carrying out our current and anticipated future O&P operations.  We believe we will be able to renew such leases as they expire or find comparable or alternative space on commercially suitable terms.  See Note L - “Leases” to our consolidated financial statements in this Annual Report on Form 10-K for additional information regarding our facilities leases.

 

The following table sets forth the number of our patient care clinics and satellite locations in each state as of December 31, 2018:

 

State

 

Patient
Care
Locations

 

State

 

Patient
Care
Locations

 

State

 

Patient
Care
Locations

Alabama

 

12

 

Maine

 

9

 

North Dakota

 

4

Arizona

 

40

 

Maryland

 

13

 

Ohio

 

38

Arkansas

 

6

 

Massachusetts

 

7

 

Oklahoma

 

10

California

 

69

 

Michigan

 

14

 

Oregon

 

9

Colorado

 

27

 

Minnesota

 

20

 

Pennsylvania

 

38

Connecticut

 

12

 

Mississippi

 

12

 

South Carolina

 

14

District of Columbia

 

2

 

Missouri

 

24

 

South Dakota

 

4

Florida

 

46

 

Montana

 

3

 

Tennessee

 

20

Georgia

 

41

 

Nebraska

 

14

 

Texas

 

43

Idaho

 

1

 

Nevada

 

5

 

Utah

 

7

Illinois

 

21

 

New Hampshire

 

2

 

Virginia

 

14

Indiana

 

9

 

New Jersey

 

7

 

Washington

 

19

Iowa

 

18

 

New Mexico

 

12

 

West Virginia

 

6

Kansas

 

15

 

New York

 

32

 

Wisconsin

 

12

Kentucky

 

8

 

North Carolina

 

21

 

Wyoming

 

5

Louisiana

 

15

 

 

 

 

 

 

 

 

 

Other leased real estate holdings include our distribution facilities in Texas, Nevada, Georgia, Illinois, and Pennsylvania, our corporate headquarters in Austin, Texas; the headquarters for our therapeutic solutions in Reno, Nevada, which is located within our Nevada distribution facility, and the headquarters for our distribution business in Alpharetta, Georgia, which is located within our Georgia distribution facility.  We additionally operate eleven separate leased fabrication facilities that assist our patient care locations in the fabrication of devices.  The fabrication facilities are located in the states of Alabama, Arizona, California, Colorado, Connecticut, Florida, Kansas, Tennessee, and Texas.  Substantially all of our owned properties are pledged to collateralize bank indebtedness.  See Note M - “Long-Term Debt” to our consolidated financial statements in this Annual Report on Form 10-K for additional information regarding our outstanding debt and related collateral.

 

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ITEM 3.  LEGAL PROCEEDINGS

 

Securities and Derivative Litigation

 

In November 2014, a securities class action complaint, City of Pontiac General Employees’ Retirement System v. Hanger, et al., C.A. No. 1:14-cv-01026-SS, was filed against us in the United States District Court for the Western District of Texas.  The complaint named us and certain of our current and former officers for allegedly making materially false and misleading statements regarding, inter alia, our financial statements, RAC audit success rate, the implementation of new financial systems, same-store sales growth, and the adequacy of our internal processes and controls.  The complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.  The complaint sought unspecified damages, costs, attorneys’ fees, and equitable relief.

 

On April 1, 2016, the court granted our motion to dismiss the lawsuit for failure to state a claim upon which relief can be granted, and permitted plaintiffs to file an amended complaint.  On July 1, 2016, plaintiffs filed an amended complaint.  On September 15, 2016, we and certain of the individual defendants filed motions to dismiss the lawsuit.  On January 26, 2017, the court granted the defendants’ motions and dismissed with prejudice all claims against all defendants for failure to state a claim.  On February 24, 2017, plaintiffs filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit.  Appellate briefing was completed on August 18, 2017 and the Court of Appeals held oral argument for the appeal on March 5, 2018.  On August 6, 2018, the Court of Appeals affirmed in part and reversed in part.  The Court of Appeals affirmed the dismissal of the case against individual defendants Vinit Asar, our current President and Chief Executive Officer, and Thomas Kirk, our former President and Chief Executive Officer, but reversed the dismissal of the case against George McHenry, our former Chief Financial Officer, and Hanger, Inc.  On August 20, 2018, Hanger, Inc. and George McHenry filed a petition for panel rehearing and a petition for rehearing en banc with the Court of Appeals.  On September 10, 2018 the Court of Appeals asked plaintiffs to file a response to the petition for rehearing en banc, and plaintiffs filed an opposition to the petition for rehearing en banc on September 17, 2018.  Both petitions are pending with the Court of Appeals.  We believe the remaining claims are without merit, and intend to continue to vigorously defend against these claims.

 

In February and August of 2015, two separate shareholder derivative suits were filed in Texas state court against us related to the announced restatement of certain of our financial statements.  The cases were subsequently consolidated into Judy v. Asar, et. al., Cause No. D-1-GN-15-000625On October 25, 2016, plaintiffs in that action filed an amended complaint, and the case is currently pending before the 459th Judicial District Court of Travis County, Texas.

 

The amended complaint in the consolidated derivative action names us and certain of our current and former officers and directors as defendants.  It alleges claims for breach of fiduciary duty based, inter alia, on the defendants’ alleged failure to exercise good faith to ensure that we had in place adequate accounting and financial controls and that disclosures regarding our business, financial performance and internal controls were truthful and accurate.  The complaint seeks unspecified damages, costs, attorneys’ fees, and equitable relief.

 

As disclosed in our Current Report on Form 8-K filed with the SEC on June 6, 2016, the Board of Directors appointed a Special Litigation Committee of the Board (the “Special Committee”).  The Board delegated to the Special Committee the authority to (1) determine whether it is in our best interests to pursue any of the allegations made in the derivative cases filed in Texas state court (which cases were consolidated into the Judy case discussed above), (2) determine whether it is in our best interests to pursue any remedies against any of our current or former employees, officers or directors as a result of the conduct discovered in the Audit Committee investigation concluded on June 6, 2016 (the “Investigation”), and (3) otherwise resolve claims or matters relating to the findings of the Investigation.  The Special Committee retained independent legal counsel to assist and advise it in carrying out its duties and reviewed and considered the evidence and various factors relating to our best interests.  In accordance with its findings and conclusions, the Special Committee determined that it is not in our best interest to pursue any of the claims in the Judy derivative case.  Also in accordance with its findings and conclusions, the Special Committee determined that it is not in our best interests to pursue legal remedies against any of our current or former employees, officers, or directors.

 

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On April 14, 2017, we filed a motion to dismiss the consolidated derivative action based on the resolution by the Special Committee that it is not in our best interest to pursue the derivative claims.  Counsel for the derivative plaintiffs opposed that motion and moved to compel discovery.  In a hearing held on June 12, 2017, the Travis County court denied plaintiffs’ motion to compel, and held that the motion to dismiss would be considered only after appropriate discovery was concluded.

 

The plaintiffs subsequently subpoenaed counsel for the Special Committee, seeking a copy of the full report prepared by the Special Committee and its independent counsel.  Counsel for the Special Committee, as well as our counsel, took the position that the full report is not discoverable under Texas law.  Plaintiffs’ counsel filed a motion to compel the Special Committee’s counsel to produce the report.  We opposed the motion.  On July 20, 2018, the Travis County court ruled that only a redacted version of the report is discoverable, and counsel for the Special Committee provided a redacted version of the report to plaintiffs’ counsel.  Plaintiffs objected to the redacted version of the report, and on February 4, 2019, the Travis County court appointed a Special Master to review plaintiffs’ objections to the redacted report.  Upon completion of discovery, we intend to file a motion to dismiss the consolidated derivative action.

 

Management intends to continue to vigorously defend against the securities class action and the shareholder derivative action.  At this time, we cannot predict how the Courts will rule on the merits of the claims and/or the scope of the potential loss in the event of an adverse outcome.  Should we ultimately be found liable, the resulting damages could have a material adverse effect on our consolidated financial position, liquidity or our results of operations.

 

Other Matters

 

From time to time we are subject to legal proceedings and claims which arise in the ordinary course of our business, including additional payments under business purchase agreements.  In the opinion of management, the amount of ultimate liability, if any, with respect to these actions will not have a materially adverse effect on our consolidated financial position, liquidity or results of our operations.

 

We are in a highly regulated industry and receive regulatory agency inquiries from time to time in the ordinary course of our business, including inquiries relating to our billing activities.  No assurance can be given that any discrepancies identified during a regulatory review will not have a material adverse effect on our consolidated financial statements.

 

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

ITEM 5.                    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

 

Market Information

 

Our common stock was listed and traded on the NYSE from December 15, 1998 to February 26, 2016 under the symbol “HGR.”  On February 29, 2016, our common stock began trading on the OTC under the symbol “HNGR” after the NYSE notified us on February 26, 2016 of immediate suspension of trading of and the initiation of delisting procedures against our common stock for failing to file our 2014 Form 10-K within the extended compliance period granted by the NYSE.  On September 11, 2018, our common stock began trading on the NYSE under the symbol “HNGR.”

 

Holders

 

At March 1, 2019, there were approximately 163 holders of record of our 36,893,029 shares of outstanding common stock.

 

Dividend Policy

 

We have never paid cash dividends on our common stock and our Board of Directors intends to continue this policy for the foreseeable future.  We plan to retain earnings for use in our business.  The terms of our credit agreements and certain other agreements limit the payment of dividends on our common stock and such agreements are expected to continue to limit the payment of dividends in the future.

 

Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent on our results of operations, financial condition, contractual and legal restrictions, and any other factors deemed to be relevant.

 

Sales of Unregistered Securities

 

During the year ended December 31, 2018, we did not sell any securities that were unregistered under the Securities Act of 1933.

 

Issuer Purchases of Equity Securities

 

During the year ended December 31, 2018, we did not make any purchases of our common stock.

 

STOCK PERFORMANCE CHART

 

The annual changes in the cumulative total shareholder return on our common stock for the five-year period shown in the graph below are based on the assumption that $100 had been invested in our common stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Small Cap 600 Stock Index, the Russell 2000 Stock Index, the Standard & Poor’s 500 Health Care Services Index, and the Standard & Poor’s 500 Health Care Facilities Index on December 31, 2013, and that all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter.  The total cumulative dollar returns shown on the graph represent returns that such investments would have had on December 31, 2018.

 

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As of December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

Hanger, Inc.

 

$

100.00

 

$

55.67

 

$

41.81

 

$

29.23

 

$

40.04

 

$

48.17

 

S&P 500 Index - Total Returns

 

$

100.00

 

$

113.69

 

$

115.26

 

$

129.05

 

$

157.22

 

$

150.33

 

S&P Small Cap 600 Index

 

$

100.00

 

$

105.76

 

$

103.67

 

$

131.20

 

$

148.56

 

$

135.96

 

Russell 2000 Index

 

$

100.00

 

$

104.89

 

$

100.26

 

$

121.63

 

$

139.44

 

$

124.09

 

S&P 500 Health Care Services Index

 

$

100.00

 

$

120.81

 

$

124.75

 

$

111.51

 

$

118.70

 

$

120.17

 

S&P 500 Health Care Facilities Index

 

$

100.00

 

$

136.92

 

$

121.68

 

$

123.81

 

$

142.49

 

$

187.85

 

 

Our stock price in 2016 was negatively impacted by our common stock’s suspension on February 26, 2016 and subsequent delisting from trading on the NYSE and the commencement of trading on February 29, 2016 on the OTC.  Our stock was relisted on the NYSE on September 11, 2018.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

The following tables set forth certain selected consolidated financial data for each of the years in the five-year period ended December 31, 2018, and is derived from the consolidated financial statements of Hanger, Inc. and its subsidiaries. The Consolidated Financial Statements for each of the years in the three-year period ended December 31, 2018 are included in this Annual Report on Form 10-K.  The selected consolidated balance sheet data as of December 31, 2016, 2015, and 2014 and the consolidated statements of operations data for the years ended December 31, 2015 and 2014 are derived from our consolidated financial statements, which are not included in this Annual Report on Form 10-K.  The selected consolidated financial data set forth below is qualified in its entirety by, and should be read in conjunction with, the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

 

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Consolidated Statements of Operations and Comprehensive

 

Year Ended December 31,

 

(Loss) Income:

 

2018

 

2017

 

2016

 

2015

 

2014

 

 

 

(in thousands, except per share amounts)

 

Net revenues

 

$

1,048,760

 

$

1,040,769

 

$

1,042,054

 

$

1,067,172

 

$

1,012,100

 

Material costs

 

338,017

 

329,223

 

332,071

 

336,283

 

324,284

 

Personnel costs

 

364,089

 

361,090

 

363,537

 

367,094

 

353,586

 

Other operating costs

 

123,902

 

129,831

 

139,024

 

140,839

 

136,885

 

General and administrative expenses

 

109,552

 

109,342

 

106,438

 

110,957

 

85,200

 

Professional accounting and legal fees

 

16,915

 

36,239

 

41,233

 

28,647

 

44,798

 

Depreciation and amortization

 

36,455

 

39,259

 

44,887

 

46,343

 

38,929

 

Impairment of intangible assets

 

183

 

54,735

 

86,164

 

385,807

 

223

 

Income (loss) from operations

 

59,647

 

(18,950

)

(71,300

)

(348,798

)

28,195

 

Interest expense, net

 

37,566

 

57,688

 

45,199

 

29,892

 

28,277

 

Loss on extinguishment of debt

 

16,998

 

 

6,031

 

7,237

 

 

Non-service defined benefit plan expense

 

703

 

736

 

786

 

804

 

915

 

Income (loss) from continuing operations before income taxes

 

4,380

 

(77,374

)

(123,316

)

(386,731

)

(997

)

Provision (benefit) for income taxes

 

5,238

 

27,297

 

(15,910

)

(67,614

)

2,023

 

Loss from continuing operations

 

(858

)

(104,671

)

(107,406

)

(319,117

)

(3,020

)

Income (loss) from discontinued operations, net of income taxes

 

 

 

935

 

(7,974

)

(15,946

)

Net loss

 

$

(858

)

$

(104,671

)

$

(106,471

)

$

(327,091

)

$

(18,966

)

Total other comprehensive (loss) income

 

(2,482

)

(246

)

(26)

 

474

 

(868

)

Comprehensive loss

 

$

(3,340

)

$

(104,917

)

$

(106,497

)

$

(326,617

)

$

(19,834

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic Per Common Share Data:

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(0.02

)

$

(2.89

)

$

(2.99

)

$

(8.96

)

$

(0.09

)

Income (loss) from discontinued operations, net of income taxes

 

 

 

0.03

 

(0.22

)

(0.45

)

Basic (loss) income per share

 

$

(0.02

)

$

(2.89

)

$

(2.96

)

$

(9.18

)

$

(0.54

)

Shares used to compute basic per common share amounts

 

36,765

 

36,271

 

35,933

 

35,635

 

35,309

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Per Common Share Data:

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(0.02

)

$

(2.89

)

$

(2.99

)

$

(8.96

)

$

(0.09

)

Income (loss) from discontinued operations, net of income taxes

 

 

 

0.03

 

(0.22

)

(0.45

)

Diluted (loss) income per share

 

$

(0.02

)

$

(2.89

)

$

(2.96

)

$

(9.18

)

$

(0.54

)

Shares used to compute diluted per common share amounts

 

36,765

 

36,271

 

35,933

 

35,635

 

35,309

 

 

 

 

Year Ended December 31,

 

Consolidated Balance Sheet Data:

 

2018

 

2017

 

2016

 

2015

 

2014

 

Cash and cash equivalents

 

$

95,114

 

$

1,508

 

$

7,157

 

$

58,753

 

$

11,699

 

Working capital

 

$

154,626

 

$

78,666

 

$

55,014

 

$

139,824

 

$

75,197

 

Total assets

 

$

703,010

 

$

640,423

 

$

755,104

 

$

973,084

 

$

1,235,733

 

Total debt

 

$

510,673

 

$

450,264

 

$

472,650

 

$

566,433

 

$

522,336

 

Shareholders’ (deficit) equity

 

$

(21,924

)

$

(28,051

)

$

65,414

 

$

165,246

 

$

483,536

 

 

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

This Annual Report on Form 10-K including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or “Management’s Discussion and Analysis”) contains statements that are forward-looking statements within the meaning of the federal securities laws.  Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies.  These statements often include words such as “believe,” “expect,” “project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” or similar words.  These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in these circumstances.  We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports.

 

These statements involve risks, estimates, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in these statements and elsewhere in this report, and any claims, investigations, or proceedings arising as a result, as well as our ability to remediate the material weaknesses in our internal control over financial reporting described in Item 9A. “Controls and Procedures” contained elsewhere in this report; any regulatory review of, or litigation relating to, our accounting practices, financial statements, and other financial data, periodic reports, or other corporate actions; changes in the demand for our orthotic and prosthetic (“O&P”) products and services, uncertainties relating to the results of operations or our acquired O&P patient care clinics, our ability to enter into and derive benefits from managed-care contracts, our ability to successfully attract and retain qualified O&P clinicians, federal laws governing the health care industry, uncertainties inherent in investigations and legal proceedings, governmental policies affecting O&P operations, and other risks and uncertainties generally affecting the health care industry.

 

Readers are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described in Item 1A. “Risk Factors” contained in this Annual Report on Form 10-K, some of which are beyond our control.  Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate.  Therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate.  Actual results could differ materially and adversely from those contemplated by any forward-looking statement.  In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.  We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events.  Forward-looking statements and our liquidity, financial condition, and results of operations may be affected by the risks set forth in Item 1A. “Risk Factors” or by other unknown risks and uncertainties.

 

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Effect of Delay in Financial Filings

 

Beginning with Q3 of 2014 through Q1 of 2018, we were delayed in the preparation and filing of our financial statements.  In connection with our efforts to restate our prior financial statements, remediate our material weaknesses, regain our timely filing status, and undertake related activities, we have incurred third party professional fees in excess of the amounts we estimate that we would have otherwise incurred.  The estimated professional fees associated with these efforts are as follows:

 

(in thousands)

 

 

 

 

 

Balance to be Paid

 

Year

 

Expensed

 

Paid

 

in Future Periods

 

2016

 

$

37,244

 

$

(47,975

)

$

22,901

 

2017

 

32,301

 

(44,917

)

10,285

 

2018

 

12,461

 

(19,551

)

3,195

 

 

During 2018, we expended a total of $12.5 million in excess professional fees for the primary purpose of remediating our continuing material weaknesses in internal controls over financial reporting.  Due to the ongoing material weaknesses in our controls over financial reporting, we currently undertake additional substantive procedures to test and verify financial statement amounts in connection with the preparation of our financial statements.  We currently estimate that we will incur an additional $5.1 million of such excess fees during 2019.  See the “Liquidity and Capital Resources” section in this Management’s Discussion and Analysis for further discussion.

 

Non-GAAP Measures

 

We refer to certain financial measures and statistics that are not in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  We utilize these non-GAAP measures in order to evaluate the underlying factors that affect our business performance and trends.  These non-GAAP measures should not be considered in isolation and should not be considered superior to, or as a substitute for, financial measures calculated in accordance with GAAP.  We have defined and provided a reconciliation of these non-GAAP measures to their most comparable GAAP measures.  The non-GAAP measures used in this Management’s Discussion and Analysis are as follows:

 

Adjusted Gross Revenue and Disallowed Revenue - “Adjusted gross revenue” reflects our gross billings after their adjustment to reflect estimated discounts established in our contracts with payors of health care claims.  Pursuant to our contracts with payors, a portion of our adjusted gross billings may be disallowed based on factors including physician documentation, patient eligibility, plan design, prior authorization, timeliness of filings or appeal, coding selection, failure by certain patients to pay their portion of claims, computational errors associated with sequestration, and other factors.  We refer to these and other amounts as being “disallowed revenue” or “payor disallowances.”  Our net revenue reflects adjusted gross revenue after reduction for the estimated aggregate amount of disallowed revenue for the applicable period.  To facilitate analysis of the comparability of our results, we provide these non-GAAP measures due to the significant changes that we have experienced in recent years in disallowed revenue which are further discussed below.

 

Same Clinic Revenues Per Day - measures the year-over-year change in revenue from clinics that have been open a full calendar year or more; examples of clinics not included in the same clinic population are closures and acquisitions.  Day-adjusted growth normalizes sales for the number of days a clinic was open in each comparable period.

 

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Overview

 

Business Overview

 

General

 

We are a leading national provider of products and services that assist in enhancing or restoring the physical capabilities of patients with disabilities or injuries.  Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, we and our predecessor companies have provided O&P services for over 150 years.  We provide O&P services, distribute O&P devices and components, manage O&P networks, and provide therapeutic solutions to patients and businesses in acute, post-acute, and clinic settings.  We operate through two segments - Patient Care and Products & Services.

 

Our Patient Care segment is primarily comprised of Hanger Clinic, which specializes in the design, fabrication, and delivery of custom O&P devices through 676 patient care clinics and 104 satellite locations in 45 states and the District of Columbia as of December 31, 2018.  We also provide payor network contracting services to other O&P providers through this segment.

 

Our Products & Services segment is comprised of our distribution services and our therapeutic solutions businesses.  As a leading provider of O&P products in the United States, we coordinate, through our distribution services business, the procurement and distribution of a broad catalog of O&P parts, componentry, and devices to independent O&P providers nationwide.  To facilitate speed and convenience, we deliver these products through our five distribution facilities that are located in Nevada, Georgia, Illinois, Pennsylvania, and Texas.  The other business in our Products & Services segment is our therapeutic solutions business, which develops specialized rehabilitation technologies and provides evidence-based clinical programs for post-acute rehabilitation to patients at approximately 3,900 skilled nursing and post-acute providers nationwide.

 

For the years ended December 31, 2018, 2017, and 2016, our net revenues were $1,048.8 million, $1,040.8 million, and $1,042.1 million, respectively.  We recorded a net loss from continuing operations of $0.9 million, $104.7 million, and $107.4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

 

Industry Overview

 

We estimate that approximately $4.2 billion is spent in the United States each year for orthotic and prosthetic products and services.  We estimate that our Patient Care segment currently accounts for approximately 20% of market share, providing a comprehensive portfolio of orthotic, prosthetic, and post-operative solutions to patients in acute, post-acute, and patient care clinic settings.

 

The traditional O&P patient care industry is highly fragmented and is characterized by local, independent O&P businesses.  We do not believe that any single competitor accounts for more than 2% of the country’s total estimated O&P patient care clinic revenues.

 

The industry is characterized by stable, recurring revenues, primarily resulting from new patients as well as the need for periodic replacement and modification of O&P devices.  We anticipate that the demand for O&P services will continue to grow as the nation’s population increases, and as a result of several trends, including the aging of the U.S. population, there will be an increase in the prevalence of disease-related disability and the demand for new and advanced devices.  We believe the typical replacement time for prosthetic devices is three to five years, while the typical replacement time for orthotic devices varies, depending on the device.

 

We estimate that approximately $1.7 billion is spent in the United States each year by providers of O&P patient care services for the O&P products, components, devices, and supplies used in their businesses.  Our Products & Services segment distributes to independent providers of O&P services and to our own patient care clinics.  We estimate that our distribution sales account for approximately 8% of the market for O&P products, components, devices, and supplies (excluding sales to our Patient Care segment).

 

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We estimate the market for rehabilitation technologies, integrated clinical programs, and clinician training in skilled nursing facilities (“SNFs”) to be approximately $150 million annually.  We currently provide these products and services to approximately 24% of the estimated 15,000 SNFs located in the U.S.  We estimate the market for rehabilitation technologies, clinical programs, and training within the broader post-acute rehabilitation markets to be approximately $400 million annually.  We do not currently provide a meaningful amount of products and services to this broader market.

 

Business Description

 

Patient Care

 

Our Patient Care segment employs approximately 1,500 clinical prosthetists, orthotists, and pedorthists, which we refer to as clinicians, substantially all of which are certified by either the American Board for Certification (“ABC”) or the Board of Certification of Orthotists and Prosthetists, which are the two boards that certify O&P clinicians.  To facilitate timely service to our patients, we also employ technicians, fitters, and other ancillary providers to assist its clinicians in the performance of their duties.  Through this segment, we additionally provide network contracting services to independent providers of O&P through our “Linkia” business.

 

Patients are typically referred to Hanger Clinic by an attending physician who determines a patient’s treatment and writes a prescription.  Our clinicians then consult with both the referring physician and the patient with a view toward assisting in the design of an orthotic or prosthetic device to meet the patient’s needs.  O&P devices are increasingly technologically advanced and custom designed to add functionality and comfort to patients’ lives, shorten the rehabilitation process, and lower the cost of rehabilitation.

 

Based on the prescription written by a referring physician, our clinicians examine and evaluate the patient and either design a custom device or, in the case of certain orthotic needs, utilize a non-custom device, including, in appropriate circumstances, an “off the shelf” device, to address the patient’s needs.  When fabricating a device, our clinicians ascertain the specific requirements, componentry, and measurements necessary for the construction of the device.  Custom devices are constructed using componentry provided by a variety of third party manufacturers who specialize in O&P, coupled with sockets and other elements that are fabricated by our clinicians and technicians, to meet the individual patient’s physical and ambulatory needs.  Our clinicians and technicians typically utilize castings, electronic scans, and other techniques to fabricate items that are specialized for the patient.  After fabricating the device, a fitting process is undertaken and adjustments are made to ensure the achievement of proper alignment, fit, and patient comfort.  The fitting process often involves several stages to successfully achieve desired functional and cosmetic results.

 

Given the differing physical weight and size characteristics, location of injury or amputation, capability for physical activity and mobility, cosmetic and other needs of each individual patient, each fabricated prosthesis and orthosis is customized for each particular patient.  These custom devices are commonly fabricated at one of our regional or national fabrication facilities.

 

We have earned a reputation within the O&P industry for the development and use of innovative technology in our products, which has increased patient comfort and capability and can significantly enhance the rehabilitation process.  Frequently, our proprietary Insignia scanning system is used in the fabrication process.  The Insignia system scans the patient and produces an accurate computer-generated image, resulting in a faster turnaround for the patient’s device and a more professional overall experience.

 

In recent years, we have established a centralized revenue cycle management organization that assists our clinics in pre-authorization, patient eligibility, denial management, collections, payor audit coordination, and other accounts receivable processes.

 

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The principal reimbursement sources for our services are:

 

·                  Commercial private payors and other non-governmental organizations, which consist of individuals, rehabilitation providers, commercial insurance companies, health management organizations (“HMOs”), preferred provider organizations (“PPOs”), hospitals, vocational rehabilitation centers, workers’ compensation programs, third party administrators, and similar sources;

 

·                  Medicare, a federally funded health insurance program providing health insurance coverage for persons aged 65 or older and certain disabled persons;

 

·                  Medicaid, a health insurance program jointly funded by federal and state governments providing health insurance coverage for certain persons based upon financial need, regardless of age, which may supplement Medicare benefits for financially needy persons aged 65 or older; and

 

·                  the U.S. Department of Veterans Affairs.

 

We typically enter into contracts with third party payors that allow us to perform O&P services for a referred patient and to be paid under the contract with the third party payor.  These contracts usually have a stated term of one to three years.  These contracts generally may be terminated without cause by either party on 60 to 90 days’ notice or on 30 days’ notice if we have not complied with certain licensing, certification, program standards, Medicare or Medicaid requirements, or other regulatory requirements.  Reimbursement for services is typically based on a fee schedule negotiated with the third party payor that reflects various factors, including market conditions, geographic area, and number of persons covered.  Many of our commercial contracts are indexed to the commensurate Medicare fee schedule that relates to the products or services being provided.

 

Government reimbursement is comprised of Medicare, Medicaid, and the U.S. Department of Veterans Affairs (“VA”.)  These payors set maximum reimbursement levels for O&P services and products.  Medicare prices are adjusted each year based on the Consumer Price Index for All Urban Consumers (“CPI-U”) unless Congress acts to change or eliminate the adjustment.  The CPI-U is adjusted further by an efficiency factor (the “Productivity Adjustment”) in order to determine the final rate adjustment each year.  There can be no assurance that future adjustments will not reduce reimbursements for O&P services and products from these sources.

 

We, and the O&P industry in general, are subject to various Medicare compliance audits, including Recovery Audit Contractor (“RAC”) audits, Comprehensive Error Rate Testing (“CERT”) audits, Targeted Probe and Educate (“TPE”) audits, and Zone Program Integrity Contractor (“ZPIC”) audits.  TPE audits are generally pre-payment audits, while RAC, CERT, and ZPIC audits are generally post-payment audits.  TPE audits replaced the previous Medicare Administrative Contractor audits.  Adverse post-payment audit determinations generally require Hanger to reimburse Medicare for payments previously made, while adverse pre-payment audit determinations generally result in the denial of payment.  In either case, we can request a redetermination or appeal, if we believe the adverse determination is unwarranted, which can take an extensive period of time to resolve, currently up to six years or more.

 

Products & Services

 

Through our wholly-owned subsidiary, Southern Prosthetic Supply, Inc. (“SPS”), we distribute O&P components to independent providers of O&P and other customers.  This componentry is provided by our supply chain operations, through which we procure, warehouse, and distribute over 400,000 SKUs from more than 300 different manufacturers.  Our warehousing and distribution facilities in Nevada, Georgia, Illinois, Pennsylvania, and Texas, are able to deliver products to the majority of our customers in the United States within two business days.  Through its SureFit subsidiary, SPS also manufactures and sells therapeutic footwear for diabetic patients in the podiatric market.

 

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Our supply chain operations are an internal support organization that serves both SPS and our Patient Care clinics by procuring, warehousing, and distributing componentry.  This organization enables us to:

 

·                  centralize our purchasing and thus lower our material costs by negotiating purchasing discounts from manufacturers;

 

·                  better manage our patient care clinic inventory levels and improve inventory turns;

 

·                  improve inventory quality control;

 

·                  encourage our patient care clinics to use the most clinically appropriate products; and

 

·                  coordinate new product development efforts with key vendors.

 

Through our wholly-owned subsidiary, Accelerated Care Plus Corp., our therapeutic solutions business is a leading provider of rehabilitation technologies and integrated clinical programs to post-acute care and rehabilitation providers.  Our unique value proposition is to provide our customers with a full-service “total solutions” approach encompassing proven medical technology, evidence based clinical programs, and ongoing clinician education and training.  Our services support increasingly advanced treatment options for a broader patient population and more medically complex conditions.  We serve approximately 3,900 skilled nursing and post-acute providers nationwide.

 

Reimbursement Trends

 

In our Patient Care segment, we are reimbursed primarily through employer-based plans offered by commercial insurance carriers, Medicare, Medicaid, and the VA.  The following is a summary of our payor mix, expressed as an approximate percentage of net revenues for the periods indicated:

 

 

 

For the Years Ended December 31,

 

 

 

2018

 

2017

 

2016

 

Medicare

 

31.9

%

30.5

%

30.5

%

Medicaid

 

15.5

%

15.6

%

14.8

%

Commercial Insurance/Managed Care (excluding Medicare and Medicaid Managed Care)

 

37.0

%

38.2

%

39.2

%

Veterans Administration

 

9.1

%

8.7

%

8.8

%

Private Pay

 

6.5

%

7.0

%

6.7

%

Patient Care

 

100.0

%

100.0

%

100.0

%

 

Patient Care constitutes 81.8%, 81.9%, and 80.6% of our net revenue for the year ended December 31, 2018, 2017, and 2016 respectively.  Our remaining net revenue is from our Products & Services segment which derives its net revenue from commercial transactions with independent O&P providers, healthcare facilities, and other customers.  In contrast to net revenues from our Patient Care segment, payment for these products and services are not directly subject to third party reimbursement from health care payors.

 

The amount of our reimbursement varies based on the nature of the O&P device we fabricate for our patients.  Given the particular physical weight and size characteristics, location of injury or amputation, capability for physical activity and mobility, cosmetic and other needs of each individual patient, each fabricated prostheses and orthoses is customized for each particular patient.  The nature of this customization and the manner by which our claims submissions are reviewed by payors makes our reimbursement process administratively difficult.

 

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To receive reimbursement for our work, we must ensure that our clinical, administrative, and billing personnel receive and verify certain medical and health plan information, record detailed documentation regarding the services we provide, and accurately and timely perform a number of claims submission and related administrative tasks.  Traditionally, we have performed these tasks in a manual fashion and on a decentralized basis.  In recent years, due to increases in payor pre-authorization processes, documentation requirements, pre-payment reviews, and pre- and post-payment audits, our ability to successfully undertake these tasks using our traditional approach has become increasingly challenging.  We believe these changes in industry trends have been brought about in part by increased nationwide efforts to reduce health care costs.

 

A measure of our effectiveness in securing reimbursement for our services can be found in the degree to which payors ultimately disallow payment of our claims.  Payors can deny claims due to their determination that a physician who referred a patient to us did not sufficiently document that a device was medically necessary or clearly establish the ambulatory (or “activity”) level of a patient.  Claims can also be denied based on our failure to ensure that a patient was currently eligible under a payor’s health plan, that the plan provides full O&P benefits, that we received prior authorization, that we filed or appealed the payor’s determination timely, on the basis of our coding, failure by certain classes of patients to pay their portion of a claim, and for various other reasons.  If any portion of, or administrative factor within, our claim is found by the payor to be lacking, then the entirety of the claim amount may be denied reimbursement.  Due to the increasing demands of these processes, the level and capability of our staffing, as well as our material weaknesses and other considerations, our consolidated disallowed revenue and its relationship to consolidated adjusted gross revenue increased over historical levels to a peak level in 2014.

 

Commencing in late 2014 and continuing through today, we have taken a number of actions to halt and reverse these disallowed revenue trends.  These initiatives included: (i) the retention of consultants and creation of a central revenue cycle management function; (ii) addressing the issues identified in our patient management and electronic health record system; and (iii) the establishment of new clinic-level procedures and training regarding the collection of supporting documentation and the importance of diligence in our claims submission processes.  While we continue to work towards further improvements in our procedures through the use of technology within our clinic and revenue cycle functions, we do not currently foresee that future reductions in disallowed revenue will be achievable or substantial as the improvements realized from 2014 through 2017.  We saw disallowed rates in 2018 slightly above 2017 levels.

 

Under both ASC 606, Revenue from Contracts with Customers (“ASC 606”), and the previous revenue recognition guidance ASC 605, Revenue Recognition (“ASC 605”), disallowed revenue is considered an adjustment to the transaction price, or an implicit price concession.  However, upon adoption of ASC 606 in 2018, estimated uncollectible amounts due to us by patients are considered implicit price concessions and are now presented as a reduction of net revenue, whereas under ASC 605, estimated uncollectible amounts were recognized as bad debt expense in other operating costs.  These amounts recorded in net revenue within the Patient Care segment for the years ended December 31, 2018, 2017, and 2016 are as follows:

 

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For the Years Ended December 31,

 

(dollars in thousands)

 

2018

 

2017

 

2016

 

Net revenue

 

$

857,382

 

$

851,973

 

$

840,130

 

Estimated implicit price concessions arising from:

 

 

 

 

 

 

 

Payor disallowances

 

38,410

 

36,962

 

49,387

 

Patient non-payments

 

4,243

 

 

 

Adjusted gross revenue

 

$

900,035

 

$

888,935

 

$

889,517

 

 

 

 

 

 

 

 

 

Payor disallowances

 

$

38,410

 

$

36,962

 

$

49,387

 

Patient non-payments

 

4,243

 

 

 

Bad debt expense

 

 

8,921

 

10,222

 

Payor disallowances, patient non-payments and bad debt expense

 

$

42,653

 

$

45,883

 

$

59,609

 

 

 

 

 

 

 

 

 

Payor disallowances %

 

4.3

%

4.2

%

5.6

%

Patient non-payments %

 

0.4

%

%

%

Bad debt expense %

 

%

1.0

%

1.1

%

Percent of adjusted gross revenue

 

4.7

%

5.2

%

6.7

%

 

Our accounts receivable balances for 2014 through 2018 were as follows:

 

 

 

As of December 31,

 

(dollars in thousands)

 

2018

 

2017

 

2016

 

2015

 

2014

 

Accounts receivable, before allowance

 

$

206,880

 

$

216,644

 

$

221,220

 

$

270,925

 

$

271,384

 

Payor disallowances

 

(53,378

)

(56,233

)

(61,137

)

(81,306

)

(87,192

)

Patient non-payments

 

(7,244

)

 

 

 

 

Accounts receivable, gross

 

146,258

 

160,411

 

160,083

 

189,619

 

184,192

 

Allowance for doubtful accounts

 

(2,272

)

(14,065

)

(15,521

)

(15,027

)

(9,944

)

Accounts receivable, net

 

$

143,986

 

$

146,346

 

$

144,562

 

$

174,592

 

$

174,248

 

 

 

 

 

 

 

 

 

 

 

 

 

Payor disallowances %

 

25.8

%

26.0

%

27.6

%

30

%

32.1

%

Patient non-payments %

 

3.5

%

%

%

%

%

Allowance for doubtful accounts %

 

1.1

%

6.5

%

7.0

%

5.5

%

3.6

%

Total allowance %

 

30.4

%

32.5

%

34.6

%

35.5

%

35.7

%

 

Revenue Cycle Management

 

Prior to 2014, we performed our eligibility, patient pre-authorization, patient documentation, claims coding, claims submission, collection, cash application and claims audit support activities (our “revenue cycle management” functions) primarily on a decentralized location by location basis.  Due to the increases experienced in disallowed revenue, as well as to address certain procedural requirements of our new patient management and electronic health record system and to otherwise improve the effectiveness of our revenue cycle management functions, during 2014 we commenced the process of establishing a centralized revenue cycle management organization with the strategy to gradually transition these functions from our decentralized clinics to a centralized organization.  We have continued to expand this initiative through fiscal year 2018.

 

As discussed in the “Reimbursement Trends” section above, we have experienced decreases in our disallowed revenue subsequent to the establishment of our revenue cycle management function when compared to 2014.  In addition to other training and claims documentation initiatives, we believe that decreases we have experienced in disallowed revenue (as well as our overall accounts receivables balances) are due in part to our revenue cycle management initiative.

 

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Favorable Settlements

 

For year ended December 31, 2018, our results of operations and net income benefited from the favorable resolution of two matters.

 

On May 15, 2018, we received a net favorable settlement of $1.7 million in connection with our long standing damage claims relating to the “Deepwater Horizon” disaster, and the prior adverse effect which it had on our clinic operations along the Gulf Coast in April of 2010.  We do not anticipate further payments in connection with this matter as this settlement constituted a full and final satisfaction of our claims.  The benefit of this settlement has been recognized as a reduction to our general and administrative expenses for the year ended December 31, 2018.

 

On June 28, 2018, we entered into an agreement with the State of Delaware, and made payment, to satisfy all of the State’s abandoned or unclaimed property claims transactions represented within the period of January 1, 2001 through December 31, 2012 which were reportable through December 31, 2017 in the amount of $2.2 million.  This agreed upon payment amount was favorable by $0.5 million to the amount we had previously estimated for these liabilities and had the effect of reducing our general and administrative expenses by this amount for the year ended December 31, 2018.  Additionally, under the terms of the agreement, we were not required to pay interest on the previously unremitted cumulative abandoned or unclaimed property relating to this twelve year period in the amount of $1.5 million, which had the effect of lowering our interest expense for the year ended December 31, 2018 by this accrued interest amount.

 

New System Implementation

 

In recent years we have been undertaking the implementation of a new patient management and electronic health record system at our patient care clinics.  As of December 31, 2018, we completed the installation of this system in approximately 95% of our clinic locations with the plan to convert the remaining locations to the system by mid-2019.  In 2018, 2017, and 2016, we expensed $4.4 million, $4.3 million, and $2.7 million, respectively, in training, travel, and related implementation costs.  In 2019, and for the foreseeable future, we currently estimate that we will continue to expense similar amounts for the implementation of new information technology systems.  In 2019, in addition to expenses we will incur in connection with the completion of the implementation of our new patient management and health record system, we also currently plan to undertake other projects related to certain new financial and supply chain systems.

 

Clinic-Level Claims Documentation

 

In addition to our revenue cycle management initiatives and resolution of the aforementioned issues associated with our implementation of our new electronic health record and patient management system, in 2016 we commenced more intensive training and increased our internal clinic-level emphasis on the importance of adherence to procedural and documentation standards.  The absence of sufficient documentation establishing medical necessity and a patient’s degree of ability for future activity is a key factor utilized by payors when denying our claims for reimbursement.  Irrespective of a patient’s need and the existence of a referral from the treating physician, we have found it increasingly necessary to retrieve other supporting documentation and notes from referring physicians themselves to further justify and document their medical determinations relating to the patients they refer to us.  Given that these referring physicians do not work for us, the retrieval of this additional information to suit payors can be difficult and time-consuming.

 

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We believe our efforts to increase our discipline through this clinic-level claims documentation initiative assisted us in further reducing the level of our disallowed sales.  However, we also believe these efforts had a one-time indirect effect of reducing our overall revenue growth rate.  In addition to other factors affecting our same clinic sales trends in 2016 and early 2017, as clinicians and their office administrators increased their attention on achieving higher documentation standards, we believe we were able to see and treat fewer patients, thereby contributing to our reduced same clinic patient care net revenue.

 

We continued to apply these procedural and documentation standards throughout 2018 and plan to continue to do so in 2019.  With the initial implementation impact behind us, we do not believe the use of these standards was a significant factor on our year-over-year growth in 2018, nor do we expect them to be in 2019.

 

Increasing Patient Responsibility for the Cost of Devices

 

The majority of our devices are provided as replacement devices to patients with devices that are broken or have become worn with age.  Prosthetic devices are typically replaced every three to five years.  In recent years, an increasing number of employers have been shifting the cost burdens in their health plans to employees through use of “high deductible” or “consumer-driven” health plans.  These plan designs typically require the patient to bear a greater portion of the cost of their care in exchange for a lower monthly premium.  We believe the increased use of these plans has and will continue to have the effect of causing patients to delay the replacement of their devices and could accordingly adversely impact our net revenue.

 

Products & Services Segment Trends

 

In 2017, several of the larger independent O&P providers we served through the distribution of componentry encountered financial difficulties which resulted in our discontinuing distribution services to them.  Generally, we believe our distribution customers encounter reimbursement pressures similar to those we experience in our own Patient Care services and, depending on their ability to adapt to the increased claims documentation standards that have emerged in our industry, that this may either limit the rate of growth of some of our customers, or otherwise affect the rate of growth we experience in our distribution of O&P componentry to independent providers.

 

Within our Products & Services segment, in addition to our distribution of products, we provide therapeutic equipment and services to patients at SNFs and other healthcare provider locations.  Since 2016, a number of our clients, including several of our larger SNF clients, began to discontinue their use of our therapeutic services. We believe these discontinuances relate primarily to their overall efforts to reduce the costs they bear for therapy-related services within their facilities.  As a part of those terminations of service, in a number of cases, we elected to sell terminating clients the equipment that we had utilized for their locations, which resulted in our recognition of $4.1 million in equipment sales in 2018, as compared with $3.1 million in 2017 and $6.7 million in 2016.  For the year ended December 31, 2018, due to customer discontinuances, we experienced a decrease of $5.7 million in therapeutic services and supplies revenue, partially offset by an increase of $1.0 million in therapeutic equipment sales, for a total reduction of $4.7 million in revenues we received from therapeutic equipment and services.  We recognized a total of $55.4 million in revenues from therapeutic equipment and services in 2018.  In 2019, we anticipate a further decline of approximately $5.0 million to $7.0 million in revenue from these services associated with customer discontinuances.  Within this portion of our business, we have responded to these trends through increases in our marketing programs which convey the value we believe our services have to patients at SNFs and other adjacent health services provider markets.

 

Business Environment and Outlook

 

In our Patient Care segment, we have a positive view of the long-term need for prosthetic and orthotic devices and services within the markets that we serve.  To address the debilitating effects of injuries and medical conditions such as diabetes, vascular disease, cancer and congenital disorders, we believe patients will have a continuing need for the O&P services that we provide.  As the population grows and ages, we also believe there will be a gradual underlying increase in market demand.

 

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To ensure we maintain and grow our share of this market, we believe that it will be necessary for us to find effective means to automate and better organize our business processes, further improve our reimbursement capabilities and lower our cost structure in the longer term.  Our size may afford us the ability to achieve economies of scale through purchasing and process automation initiatives that could be difficult for our smaller competitors.  However, our size can work against us if we do not succeed in effectively serving our referring physicians and in competing with our individual competitors in each of the markets that we serve.

 

See the “Products & Services Segment Trends” section in this Management’s Discussion and Analysis for information regarding the business environment and outlook of our Products & Services segment.

 

Acquisition Activity

 

In the fourth quarter of 2018, we acquired two O&P businesses for an aggregate purchase price of $3.1 million, including $2.0 million in net cash and $1.1 million of Seller Notes.  We made no acquisitions in 2017 or 2016.

 

Seasonality

 

We believe our business is affected by the degree to which patients have otherwise met the deductibles for which they are responsible in their medical plans during the course of the year.  The first quarter is normally our lowest relative net revenue quarter, followed by the second and third quarters, which are somewhat higher and consistent with one another, and, due to the general fulfillment by patients of their health plan co-payments and deductible requirements towards the year’s end, our fourth quarter is normally our highest revenue producing quarter.

 

Our results are also affected, to a lesser extent, by our holding of an education fair in the first quarter of each year.  This one-week event is conducted to assist our clinicians in maintaining their training and certification requirements and to facilitate a national meeting with our clinical leaders.  We also invite manufacturers of the componentry for the devices we fabricate to these annual events so they can demonstrate their products and otherwise assist in our training process.  During the first quarter of 2018, 2017, and 2016, we spent approximately $2.3 million, $2.0 million, and $2.1 million, respectively, on travel and other costs associated with this one-week event.  In addition to the costs we incur associated with this annual event, we also lose the productivity of a significant portion of our clinicians during the one-week period in which this event occurs, which contributes to the lower seasonal revenue level we experience during the first quarter of each year.

 

Critical Accounting Policies

 

Our analysis and discussion of our financial condition and results of operations is based upon the consolidated financial statements that have been prepared in accordance with GAAP.  The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.  GAAP provides the framework from which to make these estimates, assumptions, and disclosures.  We have chosen accounting policies within GAAP that management believes are appropriate to fairly present, in all material respects, our operating results and financial position.  Our significant accounting policies are stated in Note A - “Organization and Summary of Significant Accounting Policies” to the consolidated financial statements included in this Annual Report on Form 10-K.  We believe the following accounting policies are critical to understanding our results of operations and the more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

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Revenue Recognition

 

Effect of Adoption of ASC 606

 

On January 1, 2018, we adopted ASC 606 using the modified retrospective method applied to all contracts which were not completed as of January 1, 2018.  As a practical expedient, we adopted a portfolio approach in evaluating our sources of revenue for implications of adoption.  In accordance with the modified retrospective method, results of operations for the reporting periods after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with ASC 605.

 

We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit.  Upon adoption of ASC 606, the cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 was as follows:

 

 

 

December 31, 2017

 

Effects of

 

January 1, 2018

 

(in thousands)

 

As reported

 

Adoption

 

After adoption

 

Assets

 

 

 

 

 

 

 

Deferred income taxes

 

$

68,126

 

$

271

 

$

68,397

 

Liabilities

 

 

 

 

 

 

 

Accrued expenses and other current liabilities

 

$

66,308

 

$

1,027

 

$

67,335

 

Shareholders’ Deficit

 

 

 

 

 

 

 

Accumulated deficit

 

$

(359,772

)

$

(756

)

$

(360,528

)

 

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and consolidated balance sheet is as follows:

 

 

 

As of and for the year ended December 31, 2018

 

(in thousands)

 

As Reported

 

Effects of Adoption

 

Proforma balance
without the
adoption of
ASC 606

 

Consolidated Statements of Operations

 

 

 

 

 

 

 

Net revenues

 

$

1,048,760

 

$

4,014

 

$

1,052,774

 

Other operating costs

 

123,902

 

4,243

 

128,145

 

Income from operations

 

59,647

 

(229

)

59,418

 

Income from continuing operations before income taxes

 

4,380

 

(229

)

4,151

 

Net loss

 

(858

)

(229

)

(1,087

)

Comprehensive loss

 

(3,340

)

(229

)

(3,569

)

 

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Deferred income taxes

 

$

65,635

 

$

(211

)

$

65,424

 

Total assets

 

703,010

 

(211

)

702,799

 

Liabilities

 

 

 

 

 

 

 

Accrued expenses and other current liabilities

 

51,783

 

(798

)

50,985

 

Total current liabilities

 

171,274

 

(798

)

170,476

 

Total liabilities

 

724,934

 

(798

)

724,136

 

Shareholders’ deficit:

 

 

 

 

 

 

 

Accumulated deficit

 

(361,023

)

587

 

(360,436

)

Total shareholders’ deficit

 

(21,924

)

587

 

(21,337

)

 

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The adoption of ASC 606 resulted in deferring $0.8 million of net revenue from our Patient Care segment as of December 31, 2018 and recognizing deferred revenue of $1.0 million from satisfying performance obligations from the previous period.  Estimated uncollectible amounts due from self-pay patients for the year ended December 31, 2018 were $4.2 million and are considered implicit price concessions under ASC 606 and are recorded as a reduction to net revenue.

 

Patient Care Segment

 

Revenue in our Patient Care segment is primarily derived from contracts with third party payors for the provision of O&P devices and is recognized upon the transfer of control of promised products or services to the patient at the time the patient receives the device.  At, or subsequent to delivery, we issue an invoice to the third party payor, which primarily consists of commercial insurance companies, Medicare, Medicaid, the U.S. Department of Veterans Affairs, and private or patient pay (“Private Pay”) individuals.  We recognize revenue for the amounts we expect to receive from payors based on expected contractual reimbursement rates, which are net of estimated contractual discounts and implicit price concessions.  These revenue amounts are further revised as claims are adjudicated, which may result in additional disallowances.  As such, these adjustments do not relate to an inability to pay, but to contractual allowances, our failure to ensure that a patient was currently eligible under a payor’s health plan, that the plan provides full O&P benefits, that we received prior authorization, that we filed or appealed the payor’s determination timely, on the basis of our coding, failure by certain classes of patients to pay their portion of a claim, or other administrative issues which are considered as part of the transaction price and recorded as a reduction of revenues.

 

Our products and services are sold with a 90-day labor and 180-day warranty for fabricated components.  Warranties are not considered a separate performance obligation.  We estimate warranties based on historical trends and include them in accrued expenses and other current liabilities in the consolidated balance sheet.

 

A portion of our O&P revenue comes from the provision of cranial devices.  In addition to delivering the cranial device, there are patient follow up visits where we assist in treating the patient’s condition by adjusting or modifying the cranial device.  We conclude that, for these devices, there are two performance obligations and use the expected cost plus margin approach to estimate for the standalone selling price of each performance obligation.  The allocated portion associated with the patient’s receipt of the cranial device is recognized when the patient receives the device while the portion of revenue associated with the follow up visits is initially recorded as deferred revenue.  On average, the cranial device follow up visits occur within 90 days after the patient receives the device and the deferred revenue is recognized on a straight line basis over this period.

 

Medicare and Medicaid regulations and the various agreements we have with other third party payors, including commercial healthcare payors under which these contractual adjustments and disallowed revenue are calculated, are complex and are subject to interpretation and adjustment and may include multiple reimbursement mechanisms for different types of services.  Therefore, the particular O&P devices and related services authorized and provided, and the related reimbursement, are subject to interpretation and adjustment that could result in payments that differ from our estimates.  Additionally, updated regulations and reimbursement schedules, and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.  As a result, there is a reasonable possibility that recorded estimates could change and any related adjustments will be recorded as adjustments to net revenue when they become known.

 

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The following table disaggregates revenue from contracts with customers in our Patient Care segment for years ended December 31, 2018, 2017, and 2016:

 

 

 

For the Years Ended December 31,

 

(in thousands)

 

2018

 

2017

 

2016

 

Patient Care Segment

 

 

 

 

 

 

 

Medicare

 

$

273,833

 

$

260,275

 

$

256,240

 

Medicaid

 

132,938

 

132,707

 

124,339

 

Commercial Insurance/Managed Care (excluding Medicare and Medicaid Managed Care)

 

316,243

 

325,639

 

329,331

 

Veterans Administration

 

78,328

 

74,435

 

73,931

 

Private Pay

 

56,040

 

58,917

 

56,289

 

Total

 

$

857,382

 

$

851,973

 

$

840,130

 

 

Products & Services Segment

 

The adoption of ASC 606 did not have a material impact on our Product & Services segment.

 

Revenue in our Products & Services segment is derived from the distribution of O&P components and the leasing and sale of rehabilitation equipment and ancillary consumable supplies combined with equipment maintenance, education, and training.

 

Distribution services revenues are recognized when obligations under the terms of a contract with our customers are satisfied, which occurs with the transfer of control of our products.  This occurs either upon shipment or delivery of goods, depending on whether the terms are FOB Origin or FOB Destination.  Payment terms are typically between 30 to 90 days.  Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products to a customer (“transaction price”).

 

To the extent that the transaction price includes variable consideration, such as prompt payment discounts, list price discounts, rebates, and volume discounts, we estimate the amount of variable consideration that should be included in the transaction price utilizing the most likely amount method.  Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.  Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available.

 

We reduce revenue by estimates of potential future product returns and other allowances.  Provisions for product returns and other allowances are recorded as a reduction to revenue in the period sales are recognized.  We make estimates of the amount of sales returns and allowances that will eventually be incurred.  Management analyzes sales programs that are in effect, contractual arrangements, market acceptance, and historical trends when evaluating the adequacy of sales returns and allowance accounts.

 

Therapeutic program equipment and related services revenue are recognized over the applicable term the customer has the right to use the equipment and as the services are provided.  Equipment sales revenue is recognized upon delivery, with any related services revenue deferred and recognized as the services are performed.  Sales of consumables are recognized upon delivery.

 

In addition, we estimate amounts recorded to bad debt expense using historical trends and these are presented as a bad debt expense under the operating expense section of our consolidated financial statements.

 

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The following table disaggregates revenue from contracts with customers in our Product & Services segment for the years ended December 31, 2018, 2017, and 2016:

 

 

 

For the Years Ended December 31,

 

(in thousands)

 

2018

 

2017

 

2016

 

Products & Services Segment

 

 

 

 

 

 

 

Distribution services, net of intersegment revenue eliminations

 

$

135,995

 

$

128,686

 

$

127,510

 

Therapeutic solutions

 

55,383

 

60,110

 

74,414

 

Total

 

$

191,378

 

$

188,796

 

$

201,924

 

 

Accounts Receivable, Net

 

Patient Care Segment

 

We establish allowances for accounts receivable to reduce the carrying value of such receivables to their estimated net realizable value.  The Patient Care segment’s accounts receivables are recorded net of unapplied cash, estimated allowances for implicit price concessions such as disallowed revenue and patient non-payments, as described in the revenue recognition accounting policy above.

 

Both the allowance for disallowed revenue and the allowance for patient non-payments consider historical collection experience by each of the Medicare and non-Medicare (commercial insurance, Medicaid, U.S. Department of Veteran’s Affairs and Private Pay) primary payor class groupings.  For each payor class grouping, liquidation analysis of historical period end receivable balances are performed to ascertain collections experience by aging category.  We believe the use of historical collection experience applied to current period end receivable balances is reasonable.  In the absence of an evident adverse trend, we use historical experience rates calculated using an average of four quarters of data with at least twelve months of adjudication.  We believe the time periods analyzed provide sufficient time for most balances to adjudicate in the normal course of operations.  We will modify the time periods analyzed when significant trends indicate that adjustments should be made.  In addition, estimates are adjusted when appropriate for information available up through the issuance of the consolidated financial statements.

 

Products & Services Segment

 

Products & Services segment’s allowance for doubtful accounts is estimated based on the analysis of the segment’s historical write-offs experience, accounts receivable aging and economic status of its customers.  Accounts receivable that are deemed uncollectible are written-off to the allowance for doubtful accounts.  Accounts receivable are also recorded net of an allowance for estimated sales returns.

 

Inventories

 

Inventories are valued at the lower of estimated cost or net realizable value with cost determined on a first-in, first out (“FIFO”) basis.  Provisions have also been made to reduce the carrying value of inventories for excess, obsolete, or otherwise impaired inventory on hand at period-end.

 

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Patient Care Segment

 

Substantially all of our Patient Care segment inventories are recorded through a periodic approach whereby inventory quantities are adjusted on the basis of a quarterly physical count.  Segment inventories relate primarily to raw materials and WIP at Hanger Clinics.  Inventories at Hanger Clinics totaled $27.5 million and $27.7 million at December 31, 2018 and 2017, respectively, with WIP inventory representing $9.3 million and $9.0 million of the total inventory, respectively.

 

Raw materials consist of purchased parts, components, and supplies which are used in the assembly of O&P devices for delivery to patients.  In some cases, purchased parts and components are also sold directly to patients.  Raw materials are valued based on recent vendor invoices, reduced by estimated vendor rebates.  Such rebates are recognized as a reduction of cost of materials in the consolidated statements of operations when the related devices or components are delivered to the patient.  Approximately 74% and 71% of raw materials at December 31, 2018 and 2017, respectively were purchased from our Products & Services segment.  Raw material inventory was $18.2 million and $18.7 million at December 31, 2018 and 2017, respectively.

 

WIP consists of devices which are in the process of assembly at our clinics or fabrication centers.  WIP quantities were determined by the physical count of patient orders at the end of every quarter of 2018 and 2017 while the related stage of completion of each order was established by clinic personnel.  We do not have an inventory costing system and as a result, the identified WIP quantities were valued on the basis of estimated raw materials, labor, and overhead costs.  To estimate such costs, we develop bills of materials for certain categories of devices that we assemble and deliver to patients.  Within each bill of material, we estimate (i) the typical types of component parts necessary to assemble each device; (ii) the points in the assembly process when such component parts are added; (iii) the estimated cost of such parts based on historical purchasing data; (iv) the estimated labor costs incurred at each stage of assembly; and (v) the estimated overhead costs applicable to the device.

 

Products & Services Segment

 

Product & Service segment inventories consist primarily of finished goods at its distribution centers as well as raw materials at fabrication facilities, and totaled $40.2 million and $41.4 million as of December 31, 2018 and 2017, respectively.  Finished goods include products that are available for sale to third party customers as well as to our Patient Care segment as described above.  Such inventories were determined on the basis of perpetual records and a physical count at year end.  Inventories in connection with therapeutic services are valued at a weighted average cost.

 

Business Combinations

 

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting.  For consideration of the net assets acquired, we typically pay cash and issue a Seller Note.  We may also include contingent consideration with payment terms associated with the achievement of designated collection targets of the acquired business.  Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets.  The estimated fair value of identifiable assets and liabilities are based on detailed valuations performed internally or by external valuation specialists that use information and assumptions provided by management.  We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill.  Significant management judgments and assumptions are required in determining the fair value of acquired assets and liabilities, particularly acquired intangible assets, including estimated useful lives.  The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows from the acquired business.  Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant.  Subsequent changes in estimated fair value of contingent consideration are recognized as “General and administrative expenses” within the consolidated statements of operations.

 

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Goodwill and Other Intangible Assets, Net

 

Goodwill represents the excess of the purchase price over the estimated fair value of net identifiable assets acquired and liabilities assumed from purchased businesses.  We assess goodwill for impairment annually during the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  We have the option to first assess qualitative factors for a reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test.  If we choose to bypass this qualitative assessment or alternatively determine that a quantitative goodwill impairment test is required, our annual goodwill impairment test is performed by comparing the estimated fair value of a reporting unit with its carrying amount (including attributed goodwill).  We measure the fair value of the reporting units using a combination of income and market approaches.  Any impairment would be recognized by a charge to income from operations and a reduction in the carrying value of the goodwill.

 

We apply judgment in determining the fair value of our reporting units and the implied fair value of goodwill which is dependent on significant assumptions and estimates regarding expected future cash flows, terminal value, changes in working capital requirements, and discount rates.

 

For the years ended December 31, 2018, 2017, and 2016, we recorded impairments of our goodwill totaling $0.2 million, $54.7 million and $86.2 million, respectively.  See Note G - “Goodwill and Other Intangible Assets” to our consolidated financial statements in this Annual Report on Form 10-K for additional information regarding these charges.

 

As described, we apply judgment in the selection of key assumptions used in the goodwill impairment test and as part of our evaluation of intangible assets tested annually and at interim testing dates as necessary.  If these assumptions differ from actual, we could incur additional impairment charges and those charges could be material.

 

Income Taxes

 

We recognize deferred tax assets and liabilities for net operating loss and other credit carry forwards and the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns, and future profitability by tax jurisdiction.

 

We provide a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.  We have experienced losses from 2014 to 2017 due to impairments of our intangible assets, increased professional fees in relation to our restatement and related remediation procedures for identified material weaknesses, and increased interest and bank fees.  These losses have necessitated that we evaluate the sufficiency of our valuation allowance.  We are in a taxable income position in 2018 and are able to utilize net operating loss.  We have $10.7 million and $24.2 million of U.S. federal and $166.0 million and $195.0 million of state net operating loss carryforwards available at December 31, 2018 and 2017, respectively.  These carryforwards will be used to offset future income but may be limited by the change in ownership rules in Section 382 of the Internal Revenue Code.  These net operating loss carryforwards will expire in varying amounts between 2018 and 2038.  We have $65.6 million of net deferred tax assets as of December 31, 2018.  We expect to generate income before taxes in future periods at a level that would allow for the full realization of the majority of our net deferred tax assets.  We continue to maintain a valuation allowance of approximately $8.9 million as of December 31, 2018, against net deferred tax assets, primarily related to various state jurisdictions.

 

We evaluate our deferred tax assets quarterly to determine whether adjustments to the valuation allowance are appropriate in light of changes in facts or circumstances, such as changes in expected future pre-tax earnings, tax law, interactions with taxing authorities, and developments in case law.  Our material assumptions are our forecasts of future pre-tax earnings and the nature and timing of future deductions and income represented by the deferred tax assets and liabilities, all of which involve the exercise of significant judgment.

 

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Although we believe our estimates are reasonable, the ultimate determination of the appropriate amount of valuation allowance involves significant judgment.  If expected future taxable income is not achieved a larger valuation allowance against our deferred tax assets could be required and could be significant, which could materially increase our expenses in the period the allowance is recognized and materially adversely affect our results of operations and statement of financial condition.

 

We believe that our tax positions are consistent with applicable tax law, but certain positions may be challenged by taxing authorities.  In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain.  In addition, we are subject to periodic audits and examinations by the Internal Revenue Service and other state and local taxing authorities.  In these cases, we record the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination.  We record the largest amount of tax benefit that is greater than fifty percent likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.  If not paid, the liability for uncertain tax positions is reversed as a reduction of income tax expense at the earlier of the period when the position is effectively settled or when the statute of limitations has expired.  Although we believe that our estimates are reasonable, actual results could differ from these estimates.  Interest and penalties, when applicable, are recorded within the income tax provision.

 

The Tax Act reduced the U.S. federal corporate tax rate from 35% to 21% beginning in 2018.  Based on a reduced U.S. federal corporate tax rate of 21% from the Tax Act, we re-measured deferred tax assets and liabilities at the tax rates at which they are expected to reverse in the future in 2017.  For the items for which we were able to determine a reasonable estimate, in 2017, we recognized a provisional amount, in accordance with Staff Accounting Bulletin 118, of approximately $35 million of tax expense related to re-measurement of our deferred tax assets and liabilities, which was recorded as a component of income tax expense from continuing operations.  During the fourth quarter of 2018, we finalized the provisional amounts for all the enactment-dates income tax effects of the Tax Act, which did not have a material impact on our consolidated financial statements.

 

Recent Accounting Pronouncements

 

Refer to the “Recent Accounting Pronouncements” section in Note A - “Organization and Summary of Significant Accounting Policies” in this Annual Report on Form 10-K for disclosure of recent accounting pronouncements that are either expected to have more than a minimal impact on our consolidated financial position and results of operation, or that we are still assessing to determine their impact.

 

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Results of Operations - Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

 

For the years ended December 31, 2018 and 2017, our consolidated results of operations were as follows:

 

 

 

For the Years Ended

 

Percent

 

 

 

December 31,

 

Change (1)

 

(dollars in thousands)

 

2018

 

2017

 

2018 v 2017

 

Net revenues

 

$

1,048,760

 

$

1,040,769

 

0.8

%

Material costs

 

338,017

 

329,223

 

2.7

%

Personnel costs

 

364,089

 

361,090

 

0.8

%

Other operating costs

 

123,902

 

129,831

 

(4.6

)%

General and administrative expenses

 

109,552

 

109,342

 

0.2

%

Professional accounting and legal fees

 

16,915

 

36,239

 

(53.3

)%

Depreciation and amortization

 

36,455

 

39,259

 

(7.1

)%

Impairment of intangible assets

 

183

 

54,735

 

(99.7

)%

Operating expenses

 

989,113

 

1,059,719

 

(6.7

)%

Income (loss) from operations

 

59,647

 

(18,950

)

NM

 

 

 

 

 

 

 

 

 

Interest expense, net

 

37,566

 

57,688

 

(34.9

)%

Loss on extinguishment of debt

 

16,998

 

 

100.0

%

Non-service defined benefit plan expense

 

703

 

736

 

(4.5

)%

Income (loss) from continuing operations before income taxes

 

4,380

 

(77,374

)

NM

 

Provision for income taxes

 

5,238

 

27,297

 

(80.8

)%

Loss from continuing operations

 

(858

)

(104,671

)

99.2

%

Income from discontinued operations, net of income taxes

 

 

 

100.0

%

Net loss

 

$

(858

)

$

(104,671

)

99.2

%

 


(1) NM - Not Meaningful

 

Material costs, personnel costs, and other operating costs reflect expenses we incur in connection with our delivery of care through our clinics and other patient care operations, or through the distribution of products and services, and exclude general and administrative activities.  General and administrative activities reflect expenses we incur that are not directly related to the operation of our clinics or provision of products and services.

 

Due to the substantial amount we have incurred for professional accounting and legal services, we separately disclose these expenses within operating expenses.  We have incurred these increases primarily in connection with the Restatement, the Investigation, and in connection with our accounting and remediation activities associated with the material weaknesses.

 

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During 2018 and 2017, our operating expenses as a percentage of net revenue were as follows:

 

 

 

For the Years Ended
December 31,

 

 

 

2018

 

2017

 

Material costs

 

32.2

%

31.6

%

Personnel costs

 

34.7

%

34.7

%

Other operating costs

 

11.9

%

12.4

%

General and administrative expenses

 

10.4

%

10.5

%

Professional accounting and legal fees

 

1.6

%

3.5

%

Depreciation and amortization

 

3.5

%

3.8

%

Impairment of intangible assets

 

%

5.3

%

Operating expenses

 

94.3

%

101.8

%

 

Due to the significance of disallowed revenue as discussed above in “Reimbursement Trends”, the rate of disallowed revenue experienced during the periods encompassed by this Annual Report on Form 10-K and to assist in evaluating the comparability of expense trends, the following table provides our adjusted gross revenue, disallowed revenue, and net revenue for each year as well as our expenses as a percentage of adjusted gross revenue:

 

 

 

For the Years Ended
December 31,

 

(dollars in thousands)

 

2018

 

2017

 

Net revenues

 

$

1,048,760

 

$

1,040,769

 

Payor disallowances and patient non-payments

 

42,653

 

36,962

 

Adjusted gross revenue

 

$

1,091,413

 

$

1,077,731

 

 

 

 

 

 

 

Material costs

 

31.0

%

30.5

%

Personnel costs

 

33.4

%

33.5

%

Other operating costs

 

11.4

%

12.1

%

General and administrative expenses

 

10.0

%

10.1

%

Professional accounting and legal fees

 

1.5

%

3.4

%

Depreciation and amortization

 

3.3

%

3.6

%

Impairment of intangible assets

 

%

5.1

%

Operating expenses

 

90.6

%

98.3

%

 

Payor disallowances and patient non-payments in the above table for 2018 includes $4.2 million in patient non-payment amounts which have been treated as a reduction in our revenues commencing in 2018 in connection with our adoption of the new revenue accounting standard, as discussed above in “Reimbursement Trends.”  The amount shown for 2017, includes only payor disallowance amounts.

 

During the previous two years, the number of patient care clinics and satellite locations we operated or leased have been as follows:

 

 

 

As of December 31,

 

 

 

2018

 

2017

 

Patient care clinics

 

676

 

682

 

Satellite locations

 

104

 

112

 

Total

 

780

 

794

 

 

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Table of Contents

 

Patient care clinics reflect locations that are licensed as a primary location to provide O&P services and which are fully staffed and open throughout a typical operating week.  To facilitate patient convenience, we also operate satellite clinics.  These are remote locations associated with a primary care clinic, utilized to see patients and are open for operation on less than a full-time basis during a typical operating week.

 

Net revenue.  Net revenue for the year ended December 31, 2018 was $1,048.8 million, an increase of $8.0 million, or 0.8%, from $1,040.8 million for the year ended December 31, 2017.  Net revenue by operating segment, after elimination of intersegment activity, was as follows:

 

 

 

For the Years Ended
December 31,

 

 

 

Percent

 

(dollars in thousands)

 

2018

 

2017

 

Change

 

Change

 

Patient Care

 

$

857,382

 

$

851,973

 

$

5,409

 

0.6

%

Products & Services

 

191,378

 

188,796

 

2,582

 

1.4

%

Net revenue

 

$

1,048,760

 

$

1,040,769

 

$

7,991

 

0.8

%

 

Patient Care net revenue for the year ended December 31, 2018 was $857.4 million, an increase of $5.4 million, or 0.6%, from $852.0 million for the same period in the prior year.  Same clinic revenue increased $12.2 million for the year ended December 31, 2018 compared to the same period in the prior year, reflecting an increase in same clinic revenue per day of 0.9%.  This growth was offset by the effect of clinic closures which reflected decreased revenue of $1.6 million as compared with the same period in the prior year.  Net revenue was also negatively impacted as compared to the same period in the prior year by $4.0 million from the adoption of the new revenue accounting standard on January 1, 2018.

 

Revenue growth during the year was primarily the result of growth in services to prosthetic patients.  During the year, our revenue from prosthetics increased by 3.3% and constituted 54% of Patient Care’s revenue in the year ended December 31, 2018 compared with 53% for the same period in the prior year.  We believe an increased focus on the demonstration of patient outcomes and related marketing initiatives contributed to this growth in prosthetic revenue.

 

Products & Services net revenue for the year ended December 31, 2018 was $191.4 million, an increase of $2.6 million, or 1.4% from $188.8 million for the same period in the prior year.  This increase was comprised of $7.3 million from the distribution of O&P componentry to independent providers partially offset by a $4.7 million decrease in net revenue from therapeutic services, which related primarily to client cancellations and price concessions.

 

Material costs.  Material costs for the year ended December 31, 2018 were $338.0 million, an increase of $8.8 million or 2.7%, from $329.2 million for the same period in the prior year.  Total material costs as a percentage of net revenue increased to 32.2% in 2018 from 31.6% in 2017 due primarily to changes in our Patient Care segment product mix to higher-cost prosthetic devices.  Material costs by operating segment, after elimination of intersegment activity, were as follows:

 

 

 

For the Years Ended
December 31,

 

 

 

Percent

 

(dollars in thousands)

 

2018

 

2017

 

Change

 

Change

 

Patient Care

 

$

258,201

 

$

251,899

 

$

6,302

 

2.5

%

Products & Services

 

79,816

 

77,324

 

2,492

 

3.2

%

Material costs

 

$

338,017

 

$

329,223

 

$

8,794

 

2.7

%

 

Patient Care material costs increased $6.3 million, or 2.5%, for the year ended December 31, 2018 compared to the same period in the prior year.  Excluding the $4.0 million effect on net revenue resulting from the adoption of the new revenue accounting standard, Patient Care material costs as a percent of revenue increased slightly to 30.0% in 2018 from 29.6% in 2017, primarily due to increases in the mix of our business towards higher-cost prosthetic devices.

 

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Table of Contents

 

Products & Services material costs increased $2.5 million, or 3.2%, for the year ended December 31, 2018 compared to the same period in the prior year.  As a percent of revenue, material costs grew to 41.7% in the year ended December 31, 2018 from 41.0% in the same period 2017.

 

Personnel costs.  Personnel costs for the year ended December 31, 2018 were $364.1 million, an increase of $3.0 million, or 0.8%, from $361.1 million for the same period in the prior year.  Personnel costs by operating segment were as follows:

 

 

 

For the Years Ended
December 31,

 

 

 

Percent

 

(dollars in thousands)

 

2018

 

2017

 

Change

 

Change

 

Patient Care

 

$

312,736

 

$

312,695

 

$

41

 

%

Products & Services

 

51,353

 

48,395

 

2,958

 

6.1

%

Personnel costs

 

$

364,089

 

$

361,090

 

$

2,999

 

0.8

%

 

Personnel costs in the Products & Services segment increased $3.0 million, or 6.1% for the year ended December 31, 2018 compared to the same period in the prior year.  Bonus and commission expense increased $2.0 million, salary expense increased $1.2 million, and benefits expense decreased $0.2 million.

 

Other operating costs.  Other operating costs for the year ended December 31, 2018 were $123.9 million, a decrease of $5.9 million, or 4.6%, from $129.8 million for the same period in the prior year.  Bad debt expense decreased $10.2 million, primarily from the adoption of the new revenue accounting standard under which certain of these expenses were re-characterized as implicit price concessions within our Patient Care segment and are now reflected as an adjustment to net revenue.  This decrease was partially offset by a $2.6 million increase in professional fees, a $1.4 million increase in travel expenses, and a $0.3 million increase in other operating costs.

 

General and administrative expenses.  General and administrative expenses for the year ended December 31, 2018 were $109.5 million, an increase of $0.2 million, or 0.2%, from $109.3 million for the same period in the prior year.  This increase included $2.0 million in other expenses, $1.6 million of professional expense relating primarily to growth and other corporate initiatives, and $0.8 million in advertising expense.  These increases were partially offset by a $1.7 million favorable settlement of our long standing claim relating to the “Deepwater Horizon” disaster and $0.5 million from our favorable resolution of outstanding abandoned and unclaimed property claims with the State of Delaware, and $2.0 million in personnel related costs.

 

Professional accounting and legal fees.  Professional accounting and legal fees for the year ended December 31, 2018 were $16.9 million, a decrease of $19.3 million from $36.2 million for the same period in the prior year.  Advisory and other fees decreased $17.2 million, audit related fees decreased by $2.0 million, and legal fees decreased by $0.1 million.

 

Depreciation and amortization.  Depreciation and amortization for the year ended December 31, 2018 was $36.5 million, a decrease of $2.8 million, or 7.1%, from $39.3 million for the same period in the prior year.  Fully amortized intangible assets decreased amortization $2.7 million.

 

Impairment of intangible assets.  As more fully explained in Note G - “Goodwill and Intangible Assets” to our consolidated financial statements in this Annual Report on Form 10-K, due to the continued decline in our Therapeutic reporting unit forecasted outlook, we recorded an impairment of intangible assets of $0.2 million for the year ended December 31, 2018 related to our Therapeutic reporting unit’s indefinite life trade name.  See the “Products & Services Segment Trends” section in this Management’s Discussion and Analysis for information regarding the business environment and outlook of our Products & Services segment.

 

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Table of Contents

 

Interest expense, net.  Interest expense for the year ended December 31, 2018 was $37.6 million, a decrease of $20.1 million, or 34.9%, from $57.7 million for the same period in the prior year.  This decrease was primarily due to lower interest rates on outstanding borrowings arising from our debt refinancing in March 2018 and secondarily reflected a $1.5 million decrease related to our settlement of outstanding abandoned and unclaimed property claims with the State of Delaware in a manner that did not require us to pay a portion of the estimated interest we had accrued on long standing unpaid claim amounts.

 

Provision for income taxes.  The provision for income taxes for the year ended December 31, 2018 was $5.2 million, or 119.6% of income from continuing operations before taxes, compared to a provision of $27.3 million, or (35.3)% of income before taxes for the year ended December 31, 2017.  The effective tax rate in 2018 consists principally of the 21% federal statutory tax rate and the rate impact from state income taxes and permanent tax differences.  The federal statutory tax rate in 2017 was 35%.  The increase in the effective tax rate for the year ended December 31, 2018 compared with the year ended December 31, 2017 is primarily attributable to the pre-tax book income loss in the year ended December 31, 2017 and the deferred tax impact related to the change in the Tax Act, whereas we had pre-tax book income in the year ended December 31, 2018.

 

Net loss.  Our net loss for year ended December 31, 2018 was $0.9 million as compared to a net loss of $104.7 million for year ended December 31, 2017.

 

Results of Operations - Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

 

For the years ended December 31, 2017 and 2016, our consolidated results of operations were as follows:

 

 

 

For the Years Ended
December 31,

 

Percent
Change
(1)

 

(dollars in thousands)

 

2017

 

2016

 

2017 v 2016

 

Net revenues

 

$

1,040,769

 

$

1,042,054

 

(0.1

)%

Material costs

 

329,223

 

332,071

 

(0.9

)%

Personnel costs

 

361,090

 

363,537

 

(0.7

)%

Other operating costs

 

129,831

 

139,024

 

(6.6

)%

General and administrative expenses

 

109,342

 

106,438

 

2.7

%

Professional accounting and legal fees

 

36,239

 

41,233

 

(12.1

)%

Depreciation and amortization

 

39,259

 

44,887

 

(12.5

)%

Impairment of intangible assets

 

54,735

 

86,164

 

(36.5

)%

Operating expenses

 

1,059,719

 

1,113,354

 

(4.8

)%

Loss from operations

 

(18,950

)

(71,300

)

73.4

%

Interest expense, net

 

57,688

 

45,199

 

27.6

%

Loss on extinguishment of debt