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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)  

ý

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

 

For the quarterly period ended March 31, 2005

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: 0-32259


Align Technology, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  94-3267295
(I.R.S. Employer
Identification Number)

881 Martin Avenue
Santa Clara, California 95050

(Address of principal executive offices)(Zip Code))

(408) 470-1000
(Registrant's telephone number, including area code)

        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 / /

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        The number of shares outstanding of the registrant's Common Stock, $0.0001 par value, as of April 30, 2005 was 61,460,607.





ALIGN TECHNOLOGY, INC.

INDEX

PART I—FINANCIAL INFORMATION   3

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED):

 

3
 
CONDENSED CONSOLIDATED BALANCE SHEETS

 

3
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

4
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

5
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

35

ITEM 4. CONTROLS AND PROCEDURES

 

35

PART II—OTHER INFORMATION

 

36

ITEM 1. LEGAL PROCEEDINGS

 

36

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

38

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

38

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

38

ITEM 5. OTHER INFORMATION

 

38

ITEM 6. EXHIBITS

 

38

SIGNATURES

 

40

2



PART I—FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

ALIGN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

 
  March 31,
2005

  December 31,
2004

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 68,988   $ 69,659  
  Restricted cash     293     303  
  Marketable securities, short-term     250      
  Accounts receivable, net of allowance     31,875     28,809  
  Inventories     3,071     2,852  
  Prepaid expenses and other current assets     6,450     5,211  
   
 
 
    Total current assets     110,927     106,834  
Property and equipment, net     22,105     21,702  
Goodwill     478      
Intangible assets, net     978      
Other assets     2,183     2,176  
   
 
 
    Total assets   $ 136,671   $ 130,712  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Current liabilities:              
  Accounts payable   $ 3,018   $ 3,361  
  Accrued liabilities     23,567     23,481  
  Deferred revenues     17,996     16,257  
  Debt     1,349     1,849  
   
 
 
    Total current liabilities     45,930     44,948  
Other long-term liabilities     35     25  
   
 
 
    Total liabilities     45,965     44,973  
   
 
 
Commitments and contingencies (Note 7)              
Stockholders' equity:              
  Preferred stock: $0.0001 par value; Authorized: 5,000 shares; Issued and outstanding: none at March 31, 2005 and December 31, 2004          
  Common stock: $0.0001 par value; Authorized: 200,000; Issued: 61,447 and 60,916 at March 31, 2005 and December 31, 2004, respectively; Outstanding: 61,407 and 60,876 shares at March 31, 2005 and December 31, 2004, respectively     6     6  
  Additional paid-in capital     380,647     377,559  
  Accumulated other comprehensive income (loss)     14     (2 )
  Accumulated deficit     (289,961 )   (291,824 )
   
 
 
  Total stockholders' equity     90,706     85,739  
   
 
 
    Total liabilities and stockholders' equity   $ 136,671   $ 130,712  
   
 
 

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

3



ALIGN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Revenues   $ 51,155   $ 39,205  
Cost of revenues     15,478     13,393  
   
 
 
    Gross profit     35,677     25,812  
   
 
 

Operating expenses:

 

 

 

 

 

 

 
 
Sales and marketing

 

 

19,134

 

 

13,272

 
  General and administrative     9,511     8,277  
  Research and development     4,903     3,346  
   
 
 
    Total operating expenses     33,548     24,895  
   
 
 
Profit from operations     2,129     917  
Interest and other, net     (60 )   (227 )
   
 
 
Net profit before income tax provision     2,069     690  
Income tax provision     (206 )   (133 )
   
 
 
Net profit   $ 1,863   $ 557  
   
 
 

Net profit per share:

 

 

 

 

 

 

 
    Basic   $ 0.03   $ 0.01  
   
 
 
    Diluted   $ 0.03   $ 0.01  
   
 
 

Shares used in computing net profit per share:

 

 

 

 

 

 

 
    Basic     61,246     59,091  
   
 
 
    Diluted     63,148     64,559  
   
 
 

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

4



ALIGN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Cash Flows from Operating Activities:              
  Net profit   $ 1,863   $ 557  
  Adjustments to reconcile net profit to net cash provided by (used in) operating activities:              
    Depreciation and amortization     2,722     2,182  
    Amortization of intangibles     57      
    Stock-based compensation expense     12     2,217  
    Loss on retirement and disposal of fixed assets     20     6  
    Provision for doubtful accounts     188     86  
  Changes in assets and liabilities, net of acquisition effects:              
    Accounts receivable     (3,240 )   (2,077 )
    Inventories     (219 )   47  
    Other current assets     (1,239 )   524  
    Accounts payable     (325 )   (788 )
    Accrued liabilities     550     (2,964 )
    Deferred revenue     1,104     (46 )
   
 
 
      Net cash provided by (used in) operating activities     1,493     (256 )
   
 
 
Cash Flows from Investing Activities:              
  Purchase of property and equipment     (3,157 )   (1,655 )
  Decrease in restricted cash     10     87  
  Purchases of marketable securities     (250 )    
  Maturities of marketable securities         2,212  
  Acquisition, net of cash acquired     (856 )    
  Other assets     (8 )   (39 )
   
 
 
      Net cash (used in) provided by investing activities     (4,261 )   605  
   
 
 
Cash Flows from Financing Activities:              
  Proceeds from issuance of common stock     2,597     3,007  
  Proceeds from payment on stockholders' notes receivable         17  
  Payments on debt obligations     (500 )   (496 )
   
 
 
      Net cash provided by financing activities     2,097     2,528  
   
 
 
  Net (decrease) increase in cash and cash equivalents     (671 )   2,877  
  Cash and cash equivalents at beginning of period     69,659     44,939  
   
 
 
  Cash and cash equivalents at end of period   $ 68,988   $ 47,816  
   
 
 

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

5



ALIGN TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.     Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared by Align Technology, Inc. (the "Company" or "Align") in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2005 and December 31, 2004, and its results of operations and cash flows for the three months ended March 31, 2005 and 2004.

        The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005 or any other interim period, and the Company makes no representations related thereto. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

        The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

        Certain prior period amounts have been adjusted to conform with current period presentation.

2.     Inventories

        Inventories comprise (in thousands):

 
  March 31,
2005

  December 31,
2004

Raw materials   $ 890   $ 953
Work in process     1,921     1,547
Finished goods     260     352
   
 
    $ 3,071   $ 2,852
   
 

        Work in process includes costs to produce the Invisalign product, including deferred costs. Finished goods primarily represent ancillary products that support the Invisalign system.

3.     Net Profit Per Share

        Basic net profit per share is computed using the weighted average number of shares of common stock during the year less unvested common shares subject to repurchase. Diluted net profit per share is computed using the weighted average number of shares of common stock, adjusted for the dilutive

6


effect of potential common stock. Potential common stock, computed using the treasury stock method, includes options and unvested shares subject to repurchase.

        The following table sets forth the computation of basic and diluted net profit per share attributable to common stock (in thousands, except per share amounts):

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Numerator:              
  Net profit   $ 1,863   $ 557  
   
 
 
Denominator:              
  Weighted-average common shares outstanding     61,246     59,253  
  Less: Unvested common shares subject to repurchase         (162 )
   
 
 
  Total shares, basic     61,246     59,091  
   
 
 
 
Effect of dilutive securities:

 

 

 

 

 

 

 
  Add: Dilutive common stock equivalents     1,902     5,306  
    Unvested shares subject to repurchase         162  
   
 
 
  Total shares, diluted     63,148     64,559  
   
 
 
Basic net profit per share   $ 0.03   $ 0.01  
   
 
 
Diluted net profit per share   $ 0.03   $ 0.01  
   
 
 

        The following table sets forth potential shares of common stock that are not included in the diluted net profit per share because to do so would be anti-dilutive for the periods indicated (in thousands):

 
  Three Months Ended March 31,
 
  2005
  2004
Options to purchase common stock   4,467   161
   
 

4.     Stock-based Compensation

        The Company accounts for stock-based employee compensation using the intrinsic value method under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations and complies with the disclosure requirements of Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123" ("SFAS 148"). The following table illustrates the effect on net profit (loss) and net profit (loss) per common share if the Company had applied the

7



fair value recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation" ("FAS 123") to stock-based employee compensation (in thousands, except per share data):

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Net profit, as reported   $ 1,863   $ 557  
Add: Stock-based employee compensation expense included in reported net profit, net of related tax effects         1,966  
Deduct: Total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects     (5,197 )   (4,834 )
   
 
 
Pro forma net loss   $ (3,334 ) $ (2,311 )
   
 
 
Basic net profit (loss) per common share:              
As reported   $ 0.03   $ 0.01  
   
 
 
Pro forma   $ (0.05 ) $ (0.04 )
   
 
 
Diluted net profit (loss) per common share:              
As reported   $ 0.03   $ 0.01  
   
 
 
Pro forma   $ (0.05 ) $ (0.04 )
   
 
 

        Such pro forma disclosure may not be representative of future compensation cost because options vest over several years and additional grants are anticipated to be made each year.

        The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The following are the weighted average assumptions:

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Risk free interest rate   3.75 % 2.78 %
Expected life   2 years   5 years  
Expected volatility   70 % 60 %

        The decrease to the expected life assumption used in the Black-Scholes option pricing model to 2 years for the three months ended March 31, 2005 as compared to 5 years for the three months ended March 31, 2004 is the result of analyzing historical option activity and the granting of options with shorter vesting terms.

5.     Acquisitions

        In January 2005, the Company acquired all of the membership interests of privately held General Orthodontics, LLC ("GO"). GO is the sole premier provider of consulting and education services to general practitioner dentists ("GP") and orthodontists using the Invisalign system. The Consolidated Financial Statements include the operating results of GO from the date of acquisition.

8



        The purchase price of $1.3 million was accounted for as business combination and allocated to the acquired assets, goodwill and other identified intangibles, as follows (in thousands):

Fair value of net liabilities assumed   $ (174 )
Identified intangible assets acquired:        
  Consultant relationships     980  
  Other     55  
Goodwill     478  
   
 
Total   $ 1,339  
   
 

        The valuation of the consultant relationships represent the fair value of consultant services which include direct consulting services to GO's customers on the use of the Invisalign technology and training of GP dentists and orthodontists at the Company's certification training sessions. Consultant relationships and other intangible assets are being amortized on a straight-line basis over the estimated useful life of three years.

        In accordance with the Membership Interest Purchase Agreement, the Company agreed to contingent earn-outs of up to $1.0 million payable to certain former holders of GO membership interests upon the achievement of milestones defined in the agreement. These contingent payments, which are scheduled to occur within the first twelve months of the acquisition date are accrued on a straight-line basis. As of March 31, 2005, no such milestones had been attained.

        Pro forma statements of earnings information have not been presented because the effect of this acquisition was not material.

6.     Goodwill and Other Intangible Assets

        In January 2005, the Company completed the acquisition of GO (See Note 5) and recorded $0.5 million of goodwill. Goodwill is the difference between the purchase price and the fair value of the acquired net liabilities and the identified intangible assets. Upon the integration of GO, Align included GO's consulting services in its clinical education and training programs under the name of Invisalign Consulting Services.

        As required by SFAS 142 "Goodwill and Other Intangible Assets", the Company will perform its annual impairment test in the fourth quarter of 2005 or more frequently if events or changes in circumstances indicate the assets may be impaired.

        The following is a summary of the Company's purchased intangible assets as of March 31, 2005 (in thousands):

 
  Gross
Carrying
Amount

  Estimated
Useful
Life
(in years)

  Accumulated
Amortization

  Net
Carrying
Value

Consultant relationships   $ 980   3   $ 54   $ 926
Other     55   3     3     52
   
     
 
Total   $ 1,035         57   $ 978
   
     
 

9


        Estimated future amortization expense for purchased intangible assets as of March 31, 2005 is as follows (in thousands):

2005   $ 259
2006     345
2007     345
2008     29
   
    $ 978
   

7.     Commitments and Contingencies

        As of March 31, 2005, future minimum payments under lease obligations and financing agreements are as follows (in thousands):

 
  2005
  2006
  2007
  2008
  2009
  Thereafter
  Total
Operating leases   $ 1,997   $ 1,979   $ 1,740   $ 1,609   $ 957   $ 412   $ 8,694
Capital lease obligations     101                         101
Equipment-based term loan     1,250                         1,250
   
 
 
 
 
 
 
Total   $ 3,348   $ 1,979   $ 1,740   $ 1,609   $ 957   $ 412   $ 10,045
   
 
 
 
 
 
 

        The Company generally warrants its products for a specific period of time against material defects in materials and workmanship. The Company provides for the estimated future costs of warranty obligations in costs of revenues when the related product is shipped. Accrued estimated warranty costs are primarily based on historical experience as to product failures as well as current information on replacement costs. Management periodically reviews the accrued balances and updates the historical warranty cost trends. Actual warranty costs incurred have not materially differed from those accrued.

        Aligners are subject to the Invisalign product warranty, which covers defects in materials and workmanship, and is contingent upon proper use of the Aligners. The Invisalign product warranty is in force until the case is completed. In the event the Aligners fall within the scope of the Invisalign product warranty, the Company will replace the Aligners at its expense. If a patient chooses not to wear the Aligners, and as a result, requests additional Invisalign treatment, the dental professional pays for the additional expense. The Invisalign product warranty does not provide any assurances regarding the outcome of treatment using Invisalign.

        The following table reflects the change in the Company's warranty accrual during the three months ended March 31, 2005 (in thousands):

Warranty accrual, December 31, 2004   $ 1,616  
Charged to cost and expenses     682  
Actual warranty expenses     (467 )
   
 
Warranty accrual, March 31, 2005   $ 1,831  
   
 

10


        In December 2003, the Company negotiated a $15.0 million revolving line of credit based on domestic accounts receivable which accrues interest at a rate of 0.5% above prime. Accessing the accounts receivable based revolving line of credit is subject to qualifying accounts receivable and the Company's compliance with certain loan covenants. As of March 31, 2005, the Company had not drawn down the revolving line of credit.

        In December 2002, the Company obtained and accessed a $5.0 million equipment-based term loan, which accrues interest at a rate of 2.25% above prime. The Company did not draw down on any new funds in fiscal 2004 or during the first quarter of fiscal 2005. Principal payments are due in 36 monthly installments beginning in January 2003. The loan balance was $1.3 million as of March 31, 2005.

        During the quarter ended March 31, 2005, the Company determined that it was out of compliance with its loan covenants for the accounts receivable-based revolving line of credit and equipment-based term loan requiring certain financial ratios and measurements to be maintained. The loan covenant requirements were amended on April 22, 2005 for the purpose of changing the minimum Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) amount that the Company must maintain for the fiscal quarter ended March 31, 2005 and each fiscal quarter ending thereafter from $5.0 million to $2.0 million. As a result of the amendment, the Company is in full compliance with its loan covenants for the quarter ended March 31, 2005.

        On February 2, 2005, the Company filed a multi-claim lawsuit in San Francisco County Superior Court against defendants OrthoClear, Inc., OrthoClear Holdings, Inc., Muhammad Ziaullah Chishti, Bao Tran, Peter Riepenhausen, Joe Breeland, Jeff Tunnell, Christopher Kawaja, and Charles Wen. Among other things, the complaint alleges tort, contract, statutory and common law causes of action arising from OrthoClear and the individual defendants' alleged plan to unlawfully utilize the Company's intellectual property, confidential information and employees. The complaint also alleges that OrthoClear, Chishti and other defendants are in breach of contractual obligations, statutory law and common law for attempting to intentionally interfere and disrupt the Company's ongoing business operations and improperly gain access to the Company's customer relationships and trade secrets. The complaint seeks injunctive relief and monetary damages in an amount to be determined.

        On February 15, 2005, OrthoClear, Chishti, Riepenhausen, Breeland, Tunnell, Kawaja and Wen filed a multi-claim cross-complaint against the Company, Thomas Prescott, Roger George, Eldon Bullington, David Thrower, Patricia Wadors, Gil Laks and Kelsey Wirth (collectively, the "Align Parties") alleging conspiracy, breach of contract, libel, slander, unjust enrichment, intentional interference with prospective economic advantage, and unfair competition. The cross-complaint seeks injunctive relief and monetary damages in an amount to be determined.

        On February 18, 2005, the Court granted the Company's request for and issued a Temporary Restraining Order ("TRO") prohibiting OrthoClear and the individual OrthoClear defendants from engaging, assisting, or participating, directly or indirectly, in soliciting, inducing to leave, recruiting, or encouraging any current Align employee or consultant to terminate or alter his or her employment or business relationship with Align or attempting to do the same. The Court also granted our request and issued a TRO prohibiting OrthoClear and the individual OrthoClear defendants from disclosing, using, lecturing upon or publishing any of our proprietary information without our express prior written

11



permission. In addition, in response to a cross-application for TRO filed by certain OrthoClear defendants, the Court enjoined Chishti and the Align Parties from disparaging each other in such a manner as to violate the mutual non-disparagement clause contained in the Separation Agreement between Align and Chishti dated as of March 27, 2002. The Court also enjoined the Align Parties from advising any Align employee or consultant that he or she will be subject to criminal charges or a civil lawsuit if that person elects to change his or her employment status with Align, unless Align has good cause to believe criminal conduct has been or will be committed or that a civil cause of action will lie against the employee or consultant. The Court also required the Align Parties to refrain from taking any actions inconsistent with Federal or State securities laws relating to the issuance or redemption of Align stock. On March 1, 2005, the Court signed a Stipulated Preliminary Injunction Order, whereby the Court ordered that the express terms of the TRO remain in place until the earlier of (i) trial, (ii) written agreement of the parties or further Court order setting an earlier termination, or (iii) as to the preliminary injunction regarding non-solicitation or recruiting of Align employees or consultants only, October 27, 2005.

        The defendants and the Align Parties have filed demurrers to the complaint and the cross-complaint, respectively. The parties have commenced written discovery.

        The Company denies the allegations in the cross-complaint, and will vigorously defend against such claims. No trial date has been set in the case.

        On January 6, 2003, Ormco Corporation ("Ormco") filed suit against the Company in the United States District Court for the Central District, Orange County Division, asserting infringement of U.S. Patent Nos. 5,447,432, 5,683,243 and 6,244,861. The complaint sought unspecified monetary damages and injunctive relief. On February 18, 2003, the Company answered the complaint and asserted counterclaims seeking a declaration by the Court of invalidity and non-infringement of the asserted patents. In addition, the Company counterclaimed for infringement of its U.S. Patent No. 6,398,548, seeking unspecified monetary damages and injunctive relief. Ormco filed a reply to the Company's counterclaims on March 10, 2003 and asserted counterclaims against the Company seeking a declaration by the Court of invalidity and non-infringement of U.S. Patent No. 6,398,548. The Company responded to Ormco's counterclaims on April 2, 2003. The Company amended its counterclaim to add Allesee Orthodontic Appliances, Inc. ("AOA"), a wholly-owned subsidiary of Ormco, as a counterdefendant in regard to the Company's counterclaim of infringement of U.S. Patent No. 6,398,548. The Court then permitted Ormco to amend its Complaint and permitted the Company to amend its counterclaim to add an additional patent each. Ormco filed a first amended complaint for infringement of U.S. Patent No. 6,616,444 on October 15, 2003. On October 27, 2003, the Company filed an answer to Ormco's first amended complaint and a counterclaim for invalidity and non-infringement of U.S. Patent No. 6,616,444 and for infringement o