SEC Form 10-Q filed by Align Technology Inc.

8/2/24 4:07:30 PM ET

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algn-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)


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

For the quarterly period ended June 30, 2024


☐			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: 000-32259

____________________________

ALIGN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

____________________________


Delaware			94-3267295
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

410 North Scottsdale Road, Suite 1300

Tempe, Arizona 85288

(Address of principal executive offices, including zip code)

(602) 742-2000

(Registrant’s telephone number, including area code)

____________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	ALGN	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, as of July 26, 2024 was 74,697,065.



PART I	F INANCIAL INFORMATION	3
Item 1.	F inancial S tatements (U naudited ):	3
	Condensed Consolidated Statements of Operations	3
	C ondensed C onsolidated S tatements of C omprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II	O THER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signatures		57


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	1,028,490	$	1,002,173	$	2,025,921	$	1,945,320
Cost of net revenues	305,862		288,564		605,477		571,057
Gross profit	722,628		713,609		1,420,444		1,374,263
Operating expenses:
Selling, general and administrative	452,262		453,193		904,084		892,884
Research and development	92,193		88,485		184,052		175,932
Legal settlement loss	31,127		—		31,127		—

Total operating expenses	575,582		541,678		1,119,263		1,068,816
Income from operations	147,046		171,931		301,181		305,447
Interest income and other income (expense), net:
Interest income	3,301		4,421		7,693		6,758
Other income (expense), net	(6,481)		(4,763)		(6,622)		(5,992)
Total interest income and other income (expense), net	(3,180)		(342)		1,071		766
Net income before provision for income taxes	143,866		171,589		302,252		306,213
Provision for income taxes	47,302		59,775		100,660		106,601
Net income	$	96,564	$	111,814	$	201,592	$	199,612

Net income per share:
Basic	$	1.28	$	1.46	$	2.68	$	2.60
Diluted	$	1.28	$	1.46	$	2.68	$	2.60
Shares used in computing net income per share:
Basic	75,184		76,524		75,180		76,722
Diluted	75,223		76,689		75,315		76,897


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	761,429	$	937,438
Marketable securities, short-term	20,682		35,304
Accounts receivable, net of allowance for doubtful accounts of $17,355 and $14,893, respectively	1,020,135		903,424
Inventories	259,492		296,902
Prepaid expenses and other current assets	350,634		273,550
Total current assets	2,412,372		2,446,618
Marketable securities, long-term	—		8,022
Property, plant and equipment, net	1,277,826		1,290,863
Operating lease right-of-use assets, net	122,174		117,999
Goodwill	454,493		419,530
Intangible assets, net	115,705		82,118
Deferred tax assets	1,577,856		1,590,045
Other assets	197,898		128,682
Total assets	$	6,158,324	$	6,083,877

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	105,792	$	113,125
Accrued liabilities	555,458		525,780
Deferred revenues	1,378,867		1,427,706
Total current liabilities	2,040,117		2,066,611
Income tax payable	103,783		116,744
Operating lease liabilities	98,301		96,968
Other long-term liabilities	158,215		173,065
Total liabilities	2,400,416		2,453,388
Commitments and contingencies (Note 7 and Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value (5,000 shares authorized; none issued)	—		—
Common stock, $0.0001 par value (200,000 shares authorized; 74,696 and 75,075 issued and outstanding, respectively)	7		7
Additional paid-in capital	1,276,298		1,162,140
Accumulated other comprehensive income (loss), net	25,041		21,168
Retained earnings	2,456,562		2,447,174
Total stockholders’ equity	3,757,908		3,630,489
Total liabilities and stockholders’ equity	$	6,158,324	$	6,083,877


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss), Net		Retained Earnings		Total
Three Months Ended June 30, 2024	Shares	Amount
Balance as of March 31, 2024	75,281	$	7	$	1,238,739	$	18,439	$	2,502,675	$	3,759,860
Net income	—	—		—		—		96,564		96,564
Net change in unrealized gains (losses) from investments	—	—		—		243		—		243
Net change in foreign currency translation adjustment	—	—		—		6,359		—		6,359
Issuance of common stock relating to employee equity compensation plans	17	—		—		—		—		—
Tax withholdings related to net share settlements of equity awards	(4)	—		(1,547)		—		—		(1,547)
Common stock repurchased and retired	(598)	—		(7,922)		—		(142,677)		(150,599)
Equity forward contract related to accelerated stock repurchase		—		—		—		—		—
Stock-based compensation	—	—		47,028				—		47,028
Balance as of June 30, 2024	74,696	$	7	$	1,276,298	$	25,041	$	2,456,562	$	3,757,908


									Reported as:
June 30, 2024	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable securities, short-term		Marketable securities, long-term
Cash	$	759,803	$	—	$	—	$	759,803	$	759,803	$	—	$	—
Money market funds	1,626		—		—		1,626		1,626		—		—
Corporate bonds	19,560		—		(208)		19,352		—		19,352		—

Asset-backed securities	324		—		—		324		—		324

U.S. government agency bonds	1,009		—		(3)		1,006		—		1,006		—

Total	$	782,322	$	—	$	(211)	$	782,111	$	761,429	$	20,682	$	—


									Reported as:
December 31, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable securities, short-term		Marketable securities, long-term
Cash	$	887,682	$	—	$	—	$	887,682	$	887,682	$	—	$	—
Money market funds	49,756		—		—		49,756		49,756		—		—
Corporate bonds	31,943		5		(676)		31,272		—		28,704		2,568
U.S. government treasury bonds	4,855		—		(99)		4,756		—		—		4,756
Asset-backed securities	1,416		2		(1)		1,417		—		719		698
Municipal bonds	702		—		(2)		700		—		700		—
U.S. government agency bonds	5,215		—		(34)		5,181		—		5,181		—

Total	$	981,569	$	7	$	(812)	$	980,764	$	937,438	$	35,304	$	8,022


	June 30, 2024		December 31, 2023
Due in 1 year or less	$	20,358	$	34,617
Due in 1 year through 5 years	324		8,709
Total	$	20,682	$	43,326


	As of June 30, 2024
	Less than 12 months				12 Months of Greater				Total
June 30, 2024	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Corporate bonds	$	2,013	$	—	$	17,339	$	(208)		$	19,352	$	(208)

Asset-backed securities	—		—		324		—			324		—

U.S. government agency bonds	—		—		1,006		(3)			1,006		(3)

Total	$	2,013	$	—	$	18,669	$	(211)		$	20,682	$	(211)


	As of December 31, 2023
	Less than 12 months				12 Months of Greater				Total
December 31, 2023	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Corporate bonds	$	—	$	—	$	27,939	$	(676)		$	27,939	$	(676)
U.S. government treasury bonds	2,044		(11)		2,712		(88)			4,756		(99)
Asset-backed securities	1,018		(1)		83		—			1,101		(1)
Municipal bonds	—		—		700		(2)			700		(2)
U.S. government agency bonds	4,003		(11)		1,178		(23)			5,181		(34)

Total	$	7,065	$	(23)	$	32,612	$	(789)		$	39,677	$	(812)


Description	Balance as of June 30, 2024		Level 1		Level 2
Cash equivalents:
Money market funds	$	1,626	$	1,626	$	—





Short-term investments:

U.S. government agency bonds	1,006		—		1,006

Corporate bonds	19,352		—		19,352

Asset-backed securities	324		—		324










	$	22,308	$	1,626	$	20,682


	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	201,592	$	199,612
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes	9,506		(36,688)
Depreciation and amortization	69,112		71,639
Stock-based compensation	85,816		75,595
Non-cash operating lease cost	19,040		15,531


Other non-cash operating activities	2,377		21,860
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(146,932)		(73,680)
Inventories	31,396		19,064
Prepaid expenses and other assets	(80,904)		(16,799)
Accounts payable	(6,398)		(10,351)
Accrued and other long-term liabilities	44,779		140,284
Long-term income tax payable	(12,961)		(11,113)
Deferred revenues	(27,932)		56,718
Net cash provided by operating activities	188,491		451,672
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired	(77,075)		—
Purchase of property, plant and equipment	(62,819)		(122,664)
Purchase of marketable securities	—		(2,373)
Proceeds from maturities of marketable securities	15,560		17,601
Proceeds from sales of marketable securities	7,518		4,048
Purchase of equity investments	(75,390)		(75,000)


Other investing activities	129		74
Net cash used in investing activities	(192,077)		(178,314)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	14,339		14,256
Common stock repurchases	(150,012)		(292,360)
Activity for equity forward contracts related to accelerated stock repurchase agreements, net	—		40,000
Payroll taxes paid upon the vesting of equity awards	(27,602)		(21,788)
Net cash used in financing activities	(163,275)		(259,892)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	(9,196)		(3,523)


	June 30, 2024
	Local Currency Amount	Notional Contract Amount (USD)
Euro	€224,400	$	240,601
British Pound	£114,500	144,867
Canadian Dollar	$102,400	74,790
Polish Zloty	PLN291,700	72,401
Chinese Yuan	¥336,300	46,207
Japanese Yen	¥4,700,000	29,419
Israeli Shekel	ILS69,600	18,554
Brazilian Real	R$91,600	16,390
Mexican Peso	M$288,500	15,750
Swiss Franc	CHF4,700	5,246
Australian Dollar	A$6,200	4,137
New Taiwan Dollar	NT$111,000	3,418
New Zealand Dollar	NZ$5,200	3,168
Korean Won	₩3,100,000	2,244
Czech Koruna	Kč28,000	1,197
		$	678,389


	December 31, 2023
	Local Currency Amount	Notional Contract Amount (USD)
Euro	€337,780	$	373,705
Canadian Dollar	$108,900	82,166
Polish Zloty	PLN276,900	70,393
British Pound	£45,590	58,005
Chinese Yuan	¥244,500.00	34,361
Swiss Franc	CHF28,600	34,132
Japanese Yen	¥3,577,000	25,347
Israeli Shekel	ILS78,700	21,800
Brazilian Real	R$80,500	16,563
Mexican Peso	M$230,000	13,593
New Zealand Dollar	NZ$6,600	4,161
Australian Dollar	A$4,300	2,921
New Taiwan Dollar	NT$89,000	2,919
Czech Koruna	Kč60,200	2,687
Korean Won	₩2,200,000	1,709
		$	744,462


	June 30, 2024		December 31, 2023
Raw materials	$	125,034	$	145,492
Work in process	87,034		91,259
Finished goods	47,424		60,151
Total inventories	$	259,492	$	296,902


Description	Balance as of December 31, 2023		Level 1		Level 2
Cash equivalents:
Money market funds	$	49,756	$	49,756	$	—




Short-term investments:
Corporate bonds	28,704		—		28,704
Municipal bonds	700		—		700
U.S. government agency bonds	5,181		—		5,181
Asset-backed securities	719		—		719



Long-term investments:
U.S. government treasury bonds	4,756		—		4,756
Corporate bonds	2,568		—		2,568


Asset-backed securities	698		—		698






	$	93,082	$	49,756	$	43,326


	June 30, 2024		December 31, 2023
Value added tax receivables	$	188,847	$	143,728
Prepaid expenses	91,262		52,487
Other current assets	70,525		77,335
Total prepaid expenses and other current assets	$	350,634	$	273,550


	June 30, 2024		December 31, 2023
Accrued payroll and benefits	$	232,052	$	220,862
Accrued expenses	64,476		71,109
Accrued sales and marketing expenses	48,287		34,035
Accrued income taxes	36,082		38,103
Current operating lease liabilities	30,790		29,651
Accrued property, plant and equipment	10,985		23,618

Other accrued liabilities	132,786		108,402
Total accrued liabilities	$	555,458	$	525,780


	June 30, 2024		December 31, 2023
Deferred revenues - current	$	1,378,867	$	1,427,706
Deferred revenues - long-term 1	$	117,582	$	138,000


Cash paid to Cubicure stockholders	$	80,142
Fair value of pre-existing equity interest ownership	7,968
Settlement of pre-existing relationship - accounts payable	(2,316)
Total purchase consideration paid	$	85,794


Working capital	$	1,039
Property & equipment	975
Developed technology	47,000
Other non-current asset	1,386
Other liabilities	(12,279)
Goodwill	47,673
Total	$	85,794


	Clear Aligner		Systems and Services		Total
Balance as of December 31, 2023	$	111,086	$	308,444	$	419,530
Additions from acquisition	47,673		—		47,673
Foreign currency translation adjustments	(3,091)		(9,619)		(12,710)
Balance as of June 30, 2024	$	155,668	$	298,825	$	454,493


	Weighted Average Amortization Period (in years)	Gross Carrying Amount as of June 30, 2024		Accumulated Amortization		Accumulated Impairment Loss		Net Carrying Value as of June 30, 2024
Existing technology	11	$	146,651	$	(44,869)	$	—	$	101,782
Customer relationships	10	21,500		(9,138)		—		12,362
Trademarks and tradenames	10	16,600		(8,374)		(4,122)		4,104
Patents	12	480		(260)		—		220
		$	185,231	$	(62,641)	$	(4,122)	118,468
Foreign currency translation adjustments								(2,763)
Total intangible assets, net 1								$	115,705


	Weighted Average Amortization Period (in years)	Gross Carrying Amount as of December 31, 2023		Accumulated Amortization		Accumulated Impairment Loss		Net Carrying Value as of December 31, 2023
Existing technology	10	$	112,051	$	(45,331)	$	(4,328)	$	62,392
Customer relationships	10	21,500		(8,063)		—		13,437
Trademarks and tradenames	10	16,600		(7,605)		(4,122)		4,873
Patents	8	6,511		(6,082)		—		429
		$	156,662	$	(67,081)	$	(8,450)	81,131
Foreign currency translation adjustments								987
Total intangible assets, net 1								$	82,118


Fiscal Year Ending December 31,	Amortization
Remainder of 2024	$	9,287
2025	18,574
2026	17,969
2027	15,607
2028	14,505
Thereafter	42,526
Total	$	118,468

SEC Form 10-Q filed by Align Technology Inc.

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	Number of Shares Underlying RSUs (in thousands)	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Unvested as of December 31, 2023	736	$	367.63
Granted	631	310.21
Vested and released	(249)	370.60
Forfeited	(34)	360.58
Unvested as of June 30, 2024	1,084	$	333.79	1.8	$	261,797


	Number of Shares Underlying MSUs (in thousands)	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Unvested as of December 31, 2023	158	$	811.06
Granted	83	617.79
Vested and released 1	(32)	1,102.09
Forfeited	(5)	1,102.09
Unvested as of June 30, 2024	204	$	679.52	1.9	$	49,247


Agreement Date	Repurchase Program	Amount Paid (in millions)		Completion Date	Total Shares Received	Average Price per Share
Q4 2022	May 2021	$	200.0	Q1 2023	984,714	$	203.10
Q1 2023	May 2021	$	250.0	Q1 2023	805,908	$	310.21
Q4 2023	January 2023	$	250.0	Q1 2024	1,086,334	$	230.13


	June 30, 2024		December 31, 2023
Long-lived assets 1:
Switzerland	$	569,955	$	575,432
U.S.	211,373		210,275


Other International	618,672		623,155
Total long-lived assets	$	1,400,000	$	1,408,862


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(1)
April 1, 2024 through April 30, 2024	—	$	—	—	$	650,000,000
May 1, 2024 through May 31, 2024	—	$	—	—	$	650,000,000
June 1, 2024 through June 30, 2024	598,302	$	250.73	598,302	$	500,000,000
Total	598,302			598,302



		ALIGN TECHNOLOGY, INC.

August 2, 2024	By:	/s/ JOSEPH M. HOGAN
		Joseph M. Hogan President and Chief Executive Officer (Principal Executive Officer)

August 2, 2024	By:	/s/ JOHN F. MORICI
		John F. Morici Chief Financial Officer and Executive Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer)

Date	Price Target	Rating	Analyst
10/10/2024		Hold	Needham
2/26/2024	$310.00	Market Perform	Leerink Partners
12/11/2023	$197.00	Neutral → Sell	Goldman
10/27/2023	$200.00	Buy → Neutral	UBS
2/2/2023	$165.00 → $307.00	Sell → Neutral	Goldman
7/28/2022	$380.00 → $250.00	Buy → Sell	Goldman
2/3/2022	$782.00 → $722.00	Outperform	Credit Suisse
2/3/2022	$675.00 → $625.00	Buy	Stifel