|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
94-3267295
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
|
PART I
|
||
ITEM 1.
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
PART II
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
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Three Months Ended
|
||||||
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March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenues
|
$
|
198,086
|
|
|
$
|
180,646
|
|
Cost of net revenues
|
46,996
|
|
|
43,395
|
|
||
Gross profit
|
151,090
|
|
|
137,251
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
88,281
|
|
|
82,067
|
|
||
Research and development
|
13,885
|
|
|
13,380
|
|
||
Total operating expenses
|
102,166
|
|
|
95,447
|
|
||
Income from operations
|
48,924
|
|
|
41,804
|
|
||
Interest and other income (expenses), net
|
(1,452
|
)
|
|
601
|
|
||
Net income before provision for income taxes
|
47,472
|
|
|
42,405
|
|
||
Provision for income taxes
|
11,295
|
|
|
9,961
|
|
||
Net income
|
$
|
36,177
|
|
|
$
|
32,444
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.39
|
|
Shares used in computing net income per share:
|
|
|
|
||||
Basic
|
80,459
|
|
|
81,120
|
|
||
Diluted
|
81,824
|
|
|
82,817
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
36,177
|
|
|
$
|
32,444
|
|
Net change in cumulative translation adjustment
|
(261
|
)
|
|
106
|
|
||
Change in unrealized gains (losses) on available-for-sale securities, net of tax
|
295
|
|
|
42
|
|
||
Other comprehensive income
|
34
|
|
|
148
|
|
||
Comprehensive income
|
$
|
36,211
|
|
|
$
|
32,592
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
189,978
|
|
|
$
|
199,871
|
|
Marketable securities, short-term
|
254,823
|
|
|
254,787
|
|
||
Accounts receivable, net of allowances for doubtful accounts and returns of $1,461 and $1,563, respectively
|
138,159
|
|
|
129,751
|
|
||
Inventories
|
14,572
|
|
|
15,928
|
|
||
Prepaid expenses and other current assets
|
29,869
|
|
|
19,770
|
|
||
Deferred tax assets
|
29,911
|
|
|
37,053
|
|
||
Total current assets
|
657,312
|
|
|
657,160
|
|
||
Marketable securities, long-term
|
168,171
|
|
|
147,892
|
|
||
Property, plant and equipment, net
|
99,764
|
|
|
90,125
|
|
||
Goodwill and intangible assets, net
|
81,274
|
|
|
82,056
|
|
||
Deferred tax assets
|
14,630
|
|
|
3,099
|
|
||
Other assets
|
7,254
|
|
|
7,665
|
|
||
Total assets
|
$
|
1,028,405
|
|
|
$
|
987,997
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,996
|
|
|
$
|
23,247
|
|
Accrued liabilities
|
81,711
|
|
|
87,880
|
|
||
Deferred revenues
|
93,868
|
|
|
90,684
|
|
||
Total current liabilities
|
200,575
|
|
|
201,811
|
|
||
Income tax payable
|
31,831
|
|
|
30,483
|
|
||
Other long-term liabilities
|
2,465
|
|
|
2,932
|
|
||
Total liabilities
|
234,871
|
|
|
235,226
|
|
||
Commitments and contingencies (Note 6 and 7)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value (5,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value (200,000 shares authorized; 80,734 and 80,205 issued and outstanding, respectively)
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
789,453
|
|
|
783,410
|
|
||
Accumulated other comprehensive loss, net
|
(106
|
)
|
|
(140
|
)
|
||
Retained Earnings (accumulated deficit)
|
4,179
|
|
|
(30,507
|
)
|
||
Total stockholders’ equity
|
793,534
|
|
|
752,771
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,028,405
|
|
|
$
|
987,997
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
36,177
|
|
|
$
|
32,444
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred taxes
|
291
|
|
|
12,769
|
|
||
Depreciation and amortization
|
4,308
|
|
|
4,776
|
|
||
Stock-based compensation
|
11,648
|
|
|
9,132
|
|
||
Excess tax benefit from share-based payment arrangements
|
(4,779
|
)
|
|
(13,568
|
)
|
||
Other non-cash operating activities
|
2,614
|
|
|
1,977
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(12,233
|
)
|
|
(13,939
|
)
|
||
Inventories
|
1,334
|
|
|
(1,870
|
)
|
||
Prepaid expenses and other assets
|
(10,527
|
)
|
|
(1,790
|
)
|
||
Accounts payable
|
1,871
|
|
|
265
|
|
||
Accrued and other long-term liabilities
|
(1,078
|
)
|
|
(15,286
|
)
|
||
Deferred revenues
|
6,019
|
|
|
3,083
|
|
||
Net cash provided by operating activities
|
35,645
|
|
|
17,993
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(15,612
|
)
|
|
(4,996
|
)
|
||
Purchase of marketable securities
|
(113,508
|
)
|
|
(157,919
|
)
|
||
Proceeds from maturities of marketable securities
|
86,908
|
|
|
53,137
|
|
||
Proceeds from sales of marketable securities
|
5,505
|
|
|
10,564
|
|
||
Other investing activities
|
46
|
|
|
(133
|
)
|
||
Net cash used in investing activities
|
(36,661
|
)
|
|
(99,347
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from issuance of common stock
|
4,552
|
|
|
11,946
|
|
||
Common stock repurchases
|
(1,781
|
)
|
|
—
|
|
||
Excess tax benefit from share-based payment arrangements
|
4,779
|
|
|
13,568
|
|
||
Employees’ taxes paid upon the vesting of restricted stock units
|
(14,647
|
)
|
|
(4,453
|
)
|
||
Net cash (used in) provided by financing activities
|
(7,097
|
)
|
|
21,061
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(1,780
|
)
|
|
106
|
|
||
Net decrease in cash and cash equivalents
|
(9,893
|
)
|
|
(60,187
|
)
|
||
Cash and cash equivalents, beginning of the period
|
199,871
|
|
|
242,953
|
|
||
Cash and cash equivalents, end of the period
|
$
|
189,978
|
|
|
$
|
182,766
|
|
March 31, 2015
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Commercial paper
|
$
|
16,774
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,774
|
|
Corporate bonds
|
144,230
|
|
|
31
|
|
|
(71
|
)
|
|
144,190
|
|
||||
Municipal securities
|
11,310
|
|
|
9
|
|
|
—
|
|
|
11,319
|
|
||||
U.S. government agency bonds
|
60,342
|
|
|
20
|
|
|
(4
|
)
|
|
60,358
|
|
||||
U.S. government treasury bonds
|
17,772
|
|
|
12
|
|
|
—
|
|
|
17,784
|
|
||||
Certificates of deposit
|
1,399
|
|
|
—
|
|
|
—
|
|
|
1,399
|
|
||||
Agency discount notes
|
2,998
|
|
|
1
|
|
|
—
|
|
|
2,999
|
|
||||
Total Marketable Securities, Short-Term
|
$
|
254,825
|
|
|
$
|
73
|
|
|
$
|
(75
|
)
|
|
$
|
254,823
|
|
March 31, 2015
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. government agency bonds
|
$
|
50,542
|
|
|
$
|
50
|
|
|
$
|
(5
|
)
|
|
$
|
50,587
|
|
Corporate bonds
|
66,738
|
|
|
30
|
|
|
(45
|
)
|
|
66,723
|
|
||||
U.S. dollar dominated foreign corporate bonds
|
520
|
|
|
—
|
|
|
—
|
|
|
520
|
|
||||
U.S. government treasury bonds
|
33,310
|
|
|
70
|
|
|
—
|
|
|
33,380
|
|
||||
Municipal securities
|
6,425
|
|
|
10
|
|
|
(1
|
)
|
|
6,434
|
|
||||
Asset-backed securities
|
10,533
|
|
|
—
|
|
|
(6
|
)
|
|
10,527
|
|
||||
Total Marketable Securities, Long-Term
|
$
|
168,068
|
|
|
$
|
160
|
|
|
$
|
(57
|
)
|
|
$
|
168,171
|
|
December 31, 2014
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Commercial paper
|
$
|
33,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,998
|
|
Corporate bonds
|
152,055
|
|
|
27
|
|
|
(116
|
)
|
|
151,966
|
|
||||
U.S. dollar dominated foreign corporate bonds
|
901
|
|
|
—
|
|
|
—
|
|
|
901
|
|
||||
Municipal securities
|
9,147
|
|
|
13
|
|
|
—
|
|
|
9,160
|
|
||||
U.S. government agency bonds
|
41,574
|
|
|
14
|
|
|
(1
|
)
|
|
41,587
|
|
||||
U.S. government treasury bonds
|
15,770
|
|
|
7
|
|
|
—
|
|
|
15,777
|
|
||||
Certificates of Deposits
|
1,398
|
|
|
—
|
|
|
—
|
|
|
1,398
|
|
||||
Total Marketable Securities, Short-Term
|
$
|
254,843
|
|
|
$
|
61
|
|
|
$
|
(117
|
)
|
|
$
|
254,787
|
|
December 31, 2014
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. government agency bonds
|
$
|
48,233
|
|
|
$
|
12
|
|
|
$
|
(28
|
)
|
|
$
|
48,217
|
|
Corporate bonds
|
57,195
|
|
|
6
|
|
|
(112
|
)
|
|
57,089
|
|
||||
U.S. dollar dominated foreign corporate bonds
|
523
|
|
|
—
|
|
|
(2
|
)
|
|
521
|
|
||||
U.S. government treasury bonds
|
20,814
|
|
|
5
|
|
|
(6
|
)
|
|
20,813
|
|
||||
Municipal securities
|
9,552
|
|
|
5
|
|
|
(6
|
)
|
|
9,551
|
|
||||
Asset-backed securities
|
11,713
|
|
|
—
|
|
|
(12
|
)
|
|
11,701
|
|
||||
Total Marketable Securities, Long-Term
|
$
|
148,030
|
|
|
$
|
28
|
|
|
$
|
(166
|
)
|
|
$
|
147,892
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Due in one year or less
|
$
|
254,823
|
|
|
$
|
254,787
|
|
Due in greater than one year
|
168,171
|
|
|
147,892
|
|
||
Total available for sale short-term and long-term marketable securities
|
$
|
422,994
|
|
|
$
|
402,679
|
|
Description
|
Balance as of
March 31, 2015
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
76,732
|
|
|
$
|
76,732
|
|
|
$
|
—
|
|
Commercial paper
|
28,664
|
|
|
—
|
|
|
28,664
|
|
|||
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
16,774
|
|
|
—
|
|
|
16,774
|
|
|||
Corporate bonds
|
144,190
|
|
|
—
|
|
|
144,190
|
|
|||
Municipal securities
|
11,319
|
|
|
—
|
|
|
11,319
|
|
|||
U.S. government agency bonds
|
60,358
|
|
|
—
|
|
|
60,358
|
|
|||
U.S. government treasury bonds
|
17,784
|
|
|
17,784
|
|
|
—
|
|
|||
Certificates of deposit
|
1,399
|
|
|
—
|
|
|
1,399
|
|
|||
Agency discount notes
|
2,999
|
|
|
—
|
|
|
2,999
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
U.S. government agency bonds
|
50,587
|
|
|
—
|
|
|
50,587
|
|
|||
Corporate bonds
|
66,723
|
|
|
—
|
|
|
66,723
|
|
|||
U.S. dollar dominated foreign corporate bonds
|
520
|
|
|
—
|
|
|
520
|
|
|||
U.S. government treasury bonds
|
33,380
|
|
|
33,380
|
|
|
—
|
|
|||
Municipal securities
|
6,434
|
|
|
—
|
|
|
6,434
|
|
|||
Asset-backed securities
|
10,527
|
|
|
—
|
|
|
10,527
|
|
|||
Other assets:
|
|
|
|
|
|
||||||
Israeli funds
|
2,256
|
|
|
—
|
|
|
2,256
|
|
|||
|
$
|
530,646
|
|
|
$
|
127,896
|
|
|
$
|
402,750
|
|
Description
|
Balance as of
December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
80,786
|
|
|
$
|
80,786
|
|
|
$
|
—
|
|
Commercial paper
|
21,997
|
|
|
—
|
|
|
21,997
|
|
|||
Corporate bonds
|
1,745
|
|
|
—
|
|
|
1,745
|
|
|||
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
33,998
|
|
|
—
|
|
|
33,998
|
|
|||
Corporate bonds
|
151,966
|
|
|
—
|
|
|
151,966
|
|
|||
U.S. dollar denominated foreign corporate bonds
|
901
|
|
|
—
|
|
|
901
|
|
|||
Municipal securities
|
9,160
|
|
|
—
|
|
|
9,160
|
|
|||
U.S. government agency bonds
|
41,587
|
|
|
—
|
|
|
41,587
|
|
|||
U.S. government treasury bonds
|
15,777
|
|
|
15,777
|
|
|
—
|
|
|||
Certificates of Deposits
|
1,398
|
|
|
—
|
|
|
1,398
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
U.S. government agency bonds
|
48,217
|
|
|
—
|
|
|
48,217
|
|
|||
Corporate bonds
|
57,089
|
|
|
—
|
|
|
57,089
|
|
|||
U.S. dollar denominated foreign corporate bonds
|
521
|
|
|
—
|
|
|
521
|
|
|||
U.S. government treasury bonds
|
20,813
|
|
|
20,813
|
|
|
—
|
|
|||
Municipal securities
|
9,551
|
|
|
—
|
|
|
9,551
|
|
|||
Asset-backed securities
|
11,701
|
|
|
—
|
|
|
11,701
|
|
|||
Other assets:
|
|
|
|
|
|
||||||
Israeli funds
|
2,307
|
|
|
—
|
|
|
2,307
|
|
|||
|
$
|
509,514
|
|
|
$
|
117,376
|
|
|
$
|
392,138
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Raw materials
|
$
|
5,990
|
|
|
$
|
8,143
|
|
Work in process
|
4,487
|
|
|
2,970
|
|
||
Finished goods
|
4,095
|
|
|
4,815
|
|
||
Total Inventories
|
$
|
14,572
|
|
|
$
|
15,928
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Accrued payroll and benefits
|
$
|
38,022
|
|
|
$
|
44,610
|
|
Accrued sales rebates
|
10,423
|
|
|
11,110
|
|
||
Accrued sales and marketing expenses
|
5,452
|
|
|
5,979
|
|
||
Accrued sales tax and value added tax
|
5,015
|
|
|
5,456
|
|
||
Accrued professional fees
|
4,519
|
|
|
2,494
|
|
||
Accrued income taxes
|
4,290
|
|
|
2,027
|
|
||
Accrued accounts payable
|
3,578
|
|
|
5,736
|
|
||
Accrued warranty
|
3,005
|
|
|
3,148
|
|
||
Other accrued liabilities
|
7,407
|
|
|
7,320
|
|
||
Total Accrued Liabilities
|
$
|
81,711
|
|
|
$
|
87,880
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
3,148
|
|
|
$
|
3,104
|
|
Charged to cost of net revenues
|
440
|
|
|
653
|
|
||
Actual warranty expenditures
|
(583
|
)
|
|
(709
|
)
|
||
Balance at end of period
|
$
|
3,005
|
|
|
$
|
3,048
|
|
|
Clear Aligner
|
||
Balance as of December 31, 2014
|
$
|
61,369
|
|
Adjustments
1
|
(132
|
)
|
|
Balance as of March 31, 2015
|
$
|
61,237
|
|
|
Weighted Average Amortization Period (in years)
|
|
Gross Carrying Amount as of
March 31, 2015
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment Loss
|
|
Net Carrying
Value as of March 31, 2015 |
||||||||
Trademarks
|
15
|
|
$
|
7,100
|
|
|
$
|
(1,388
|
)
|
|
$
|
(4,179
|
)
|
|
$
|
1,533
|
|
Existing technology
|
13
|
|
12,600
|
|
|
(3,155
|
)
|
|
(4,328
|
)
|
|
5,117
|
|
||||
Customer relationships
|
11
|
|
33,500
|
|
|
(9,562
|
)
|
|
(10,751
|
)
|
|
13,187
|
|
||||
Other
|
8
|
|
285
|
|
|
(85
|
)
|
|
—
|
|
|
200
|
|
||||
Total Intangible Assets
|
|
|
$
|
53,485
|
|
|
$
|
(14,190
|
)
|
|
$
|
(19,258
|
)
|
|
$
|
20,037
|
|
|
Weighted Average Amortization Period (in years)
|
|
Gross Carrying
Amount as of
December 31, 2014
|
|
Accumulated
Amortization
|
|
Accumulated Impairment Loss
|
|
Net Carrying
Value as of
December 31, 2014
|
||||||||
Trademarks
|
15
|
|
$
|
7,100
|
|
|
$
|
(1,354
|
)
|
|
$
|
(4,179
|
)
|
|
$
|
1,567
|
|
Existing technology
|
13
|
|
12,600
|
|
|
(3,015
|
)
|
|
(4,328
|
)
|
|
5,257
|
|
||||
Customer relationships
|
11
|
|
33,500
|
|
|
(9,095
|
)
|
|
(10,751
|
)
|
|
13,654
|
|
||||
Other
|
8
|
|
285
|
|
|
(76
|
)
|
|
—
|
|
|
209
|
|
||||
Total Intangible Assets
|
|
|
$
|
53,485
|
|
|
$
|
(13,540
|
)
|
|
$
|
(19,258
|
)
|
|
$
|
20,687
|
|
Fiscal Year Ending December 31,
|
|
Operating leases
|
||
Remainder of 2015
|
|
$
|
7,233
|
|
2016
|
|
9,194
|
|
|
2017
|
|
5,463
|
|
|
2018
|
|
2,041
|
|
|
2019
|
|
188
|
|
|
Thereafter
|
|
188
|
|
|
Total minimum future lease payments
|
|
$
|
24,307
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Cost of net revenues
|
$
|
978
|
|
|
$
|
844
|
|
Selling, general and administrative
|
8,771
|
|
|
6,717
|
|
||
Research and development
|
1,899
|
|
|
1,571
|
|
||
Total stock-based compensation
|
$
|
11,648
|
|
|
$
|
9,132
|
|
|
Stock Options
Number of Shares
Underlying
Stock Options
|
|
Weighted
Average
Exercise
Price per Share
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
(in years )
|
|
|
|||||
Outstanding as of December 31, 2014
|
668
|
|
|
$
|
15.57
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(28
|
)
|
|
11.19
|
|
|
|
|
|
|||
Cancelled or expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding as of March 31, 2015
|
640
|
|
|
$
|
15.76
|
|
|
2.66
|
|
$
|
24,324
|
|
Vested and expected to vest at March 31, 2015
|
640
|
|
|
$
|
15.76
|
|
|
2.66
|
|
$
|
24,324
|
|
Exercisable at March 31, 2015
|
638
|
|
|
$
|
15.74
|
|
|
2.66
|
|
$
|
24,268
|
|
|
Number of Shares
Underlying RSU
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted
Remaining
Contractual
Period
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
(in years)
|
|
|
|||||
Nonvested as of December 31, 2014
|
2,124
|
|
|
$
|
42.08
|
|
|
|
|
|
||
Granted
|
621
|
|
|
56.74
|
|
|
|
|
|
|||
Vested and released
|
(498
|
)
|
|
35.76
|
|
|
|
|
|
|||
Forfeited
|
(30
|
)
|
|
43.30
|
|
|
|
|
|
|||
Nonvested as of March 31, 2015
|
2,217
|
|
|
$
|
47.59
|
|
|
1.71
|
|
$
|
119,242
|
|
|
Number of Shares
Underlying MSU
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average
Remaining
Contractual Period
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
(in years )
|
|
|
|||||
Nonvested as of December 31, 2014
|
498
|
|
|
$
|
42.00
|
|
|
|
|
|
||
Granted
|
178
|
|
|
56.75
|
|
|
|
|
|
|||
Vested and released
|
(157
|
)
|
|
29.45
|
|
|
|
|
|
|||
Nonvested as of March 31, 2015
|
519
|
|
|
$
|
48.08
|
|
|
1.81
|
|
$
|
27,931
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Expected term (in years)
|
|
1.2
|
|
|
1.2
|
|
||
Expected volatility
|
|
31.9
|
%
|
|
42.3
|
%
|
||
Risk-free interest rate
|
|
0.26
|
%
|
|
0.20
|
%
|
||
Expected dividends
|
|
—
|
|
|
—
|
|
||
Weighted average fair value at grant date
|
|
$
|
15.98
|
|
|
$
|
17.97
|
|
|
Three Months Ended,
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
36,177
|
|
|
$
|
32,444
|
|
Denominator:
|
|
|
|
||||
Weighted-average common shares outstanding, basic
|
80,459
|
|
|
81,120
|
|
||
Dilutive effect of potential common stock
|
1,365
|
|
|
1,697
|
|
||
Total shares, diluted
|
81,824
|
|
|
82,817
|
|
||
|
|
|
|
||||
Net income per share, basic
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Net income per share, diluted
|
$
|
0.44
|
|
|
$
|
0.39
|
|
•
|
Our Clear Aligner segment consists of our Invisalign system which includes Invisalign Full, Express/Lite, Teen, Assist, Vivera retainers, along with our training and ancillary products for treating malocclusion.
|
•
|
Our Scanner and Services ("Scanner") segment consists of intra-oral scanning systems and additional services available with the intra-oral scanners that provide digital alternatives to the traditional cast models. This segment includes our iTero scanner and OrthoCAD services.
|
|
For the Three Months Ended March 31,
|
||||||
Net Revenues
|
2015
|
|
2014
|
||||
Clear Aligner
|
$
|
187,029
|
|
|
$
|
168,239
|
|
Scanner
|
11,057
|
|
|
12,407
|
|
||
Total net revenues
|
$
|
198,086
|
|
|
$
|
180,646
|
|
|
|
|
|
||||
Gross profit
|
|
|
|
||||
Clear Aligner
|
$
|
147,960
|
|
|
$
|
133,083
|
|
Scanner
|
3,130
|
|
|
4,168
|
|
||
Total gross profit
|
$
|
151,090
|
|
|
$
|
137,251
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenues:
(1)
|
|
|
|
||||
U.S.
|
$
|
139,704
|
|
|
$
|
128,640
|
|
the Netherlands
|
38,645
|
|
|
37,391
|
|
||
Other international
|
19,737
|
|
|
14,615
|
|
||
Total net revenues
|
$
|
198,086
|
|
|
$
|
180,646
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Long-lived assets:
(2)
|
|
|
|
||||
United States
|
$
|
80,416
|
|
|
$
|
76,511
|
|
Mexico
|
11,757
|
|
|
6,229
|
|
||
the Netherlands
|
635
|
|
|
874
|
|
||
Other International
|
6,956
|
|
|
6,511
|
|
||
Total long-lived assets
|
$
|
99,764
|
|
|
$
|
90,125
|
|
•
|
Retirement of our CEO.
We recently announced that our President and Chief Executive Officer ("CEO"), Thomas M. Prescott, will retire effective June 1, 2015. Effective the same date, Joseph M. Hogan will join us as President and CEO, and will also serve as a Director on our Board. Mr. Prescott has served as our President and CEO for 13 years and has been instrumental in the development, implementation and execution of our strategy and operations. Mr. Prescott will continue to serve on our Board of Directors. While we expect to engage in an orderly transition with Mr. Hogan as our new CEO, our ability to execute our business strategies and retain key personnel may be adversely affected by the uncertainty associated with this transition.
|
•
|
New Products, Feature Enhancements and Technology Innovation
. Product innovation drives greater treatment predictability and clinical applicability, and ease of use for our customers, which supports adoption of Invisalign in their practices. Increasing applicability and treating more complex cases requires that we move away from individual features to more comprehensive solutions so that Invisalign providers can more predictably treat the whole case, such as with Invisalign G5 for deep bite treatment. Launched in February 2014, Invisalign G5 was engineered to help doctors achieve even better clinical outcomes when treating patients with deep bites - a prevalent orthodontic problem. In North America, in February 2014 and Internationally in the first quarter of 2015, we launched ClinCheck Pro, the next generation Invisalign treatment software tool, designed to provide more precise control over final tooth position and to help Invisalign providers achieve their treatment goals. Invisalign G6 clinical innovations for premolar extraction became available to Invisalign-trained providers beginning in the first quarter of 2015 with limited commercialization. Full commercialization of Invisalign G6 in Europe, Middle East and Africa ("EMEA"), Asia Pacific, and Latin America geographies will occur throughout 2015 and in North America in early 2016. Invisalign G6 is engineered to improve clinical outcomes for orthodontic treatment of severe crowding and bimaxillary protrusion. Most recently, in March 2015, we announced the next generation iTero Element Intraoral Scanner with improved imaging technology that is designed to enable significantly faster scan speed, accuracy, intuitive operation, and visualization capabilities. Availability for the iTero Element Intraoral Scanner is expected in the second half of 2015. We believe that over the long-term, clinical solutions and treatment tools will increase adoption of Invisalign and increase sales of our intraoral scanners; however, it is difficult to predict the rate of adoption which may vary by region and channel.
|
•
|
Invisalign Utilization rates.
Our goal is to establish Invisalign as the treatment of choice for treating malocclusion ultimately driving increased product adoption and frequency of use by dental professionals, also known as "utilization rates." Our quarterly utilization rates for the previous 9 quarters are as follows:
|
•
|
Number of new Invisalign doctors trained.
We continue to expand our Invisalign customer base through the training of new doctors. In 2014, Invisalign growth was driven primarily by increased utilization by our North American orthodontist doctors and International doctors as well as by the continued expansion of our customer base as we trained a total of 9,440 new Invisalign doctors, of which 56% were trained internationally. GPs are one of the keys to driving growth in the adult segment, and, in 2014, we launched Invisalign Fundamentals, a new training course, designed to improve practice integration and increase utilization for newly trained doctors. We have implemented this new Invisalign Fundamentals program across North America and will look for opportunities to adjust our international training programs as we work to help our GP practices worldwide more successfully adopt Invisalign into their practices. We believe that this new training approach has the potential to increase the number of doctors submitting cases 90-days post-training, as well as the number of cases submitted per doctor. During the first quarter of 2015, we trained 2,410 new Invisalign doctors.
|
•
|
International Clear Aligner.
We will continue to focus our efforts towards increasing adoption of our products by dental professionals in our direct international markets. On a year over year basis, international volume increased 29.0% driven primarily by growth in Europe as well as by strong performance in the Asia Pacific region. In 2015, we are continuing to expand in our existing markets through targeted investments in sales coverage and professional
|
•
|
Go-To-Market Evolution.
In order to provide more comprehensive sales and service coverage, we are currently implementing an updated go-to-market strategy with an expanded team and new structure in North America. In order to ensure our North America sales and marketing team can increase time in-office and help each practice become more successful, we are adding approximately 50 sales team members in 2015, the majority of which are in place as of the end of the first quarter. We believe that these investments in a refined go-to-market strategy and the strategic deployment of more people will improve adoption and utilization of Invisalign by our customers.
|
•
|
Operating Expenses.
We expect operating expenses to increase in 2015 compared to 2014 due in part to:
|
▪
|
the increase in North American sales force coverage discussed above, as well as additions to our sales force in EMEA and Asia Pacific regions
|
▪
|
infrastructure investments, including a project to implement a new enterprise resource planning system which we started in late 2014 with expected "go-live" for various modules and subsidiaries throughout 2016; and
|
▪
|
investments in new products and markets like our recently announced intention to develop new products for dentists who treat mild to moderate obstructive sleep apnea with oral appliance therapy.
|
•
|
Increase in Invisalign Selling Price.
We have historically invested in research and development and continuous product innovation. In order to continue and even accelerate this product innovation cycle, we recently announced a price increase of approximately 3% on Invisalign Full and Invisalign Teen products. In North America, the increase is $50 per treatment effective April 1, 2015, and internationally, the price increase is 50 euros per treatment, effective July 1, 2015. The prices for Invisalign Assist, Invisalign Express 10 and Invisalign Express 5/Lite products will remain unchanged.
|
•
|
Foreign exchange rates.
Although the U.S. dollar is our reporting currency, a portion of our net revenues and income are generated in foreign currencies. Net revenues and income generated by subsidiaries operating outside of the U.S. are translated into U.S. dollars using exchange rates effective during the respective period and as a result are affected by changes in exchange rates. We have generally accepted the exposure to exchange rate movements without using derivative financial instruments to manage this risk; therefore, both positive and negative movements in currency exchange rates against the U.S. dollar will continue to affect the reported amount of net revenues and income in our consolidated financial statements. In the first quarter of 2015, our net revenues were negatively impacted by $4.2 million in comparison to the fourth quarter of 2014, and we incurred foreign currency translation net losses of $1.7 million in Interest and Other Income (Expense) net, primarily due to the weakening of the Euro and other foreign currencies relative to the U.S. Dollar. If the U.S. Dollar continues to strengthen compared to other foreign currencies, including the Euro, our reported amount of net revenues and income will be negatively impacted compared to the same period last year.
|
•
|
Medical Device Excise Tax
. During March 2014, Align had extensive discussions with the IRS and they informed us that our aligners are not subject to the medical device excise tax ("MDET") which we had been paying and expensing in selling, general and administrative expenses in the consolidated statements of operations since January 1, 2013; however, our scanners are still subject to the MDET. As a result of these discussions, beginning in March 2014, we ceased expensing and paying the MDET for aligners. In June 2014, we received a $1.2 million refund for MDET paid in 2014 related to our aligners which reduced selling, general and administrative expenses for the three months ended June 30, 2014. In the current quarter, the IRS approved our refund claim of $6.8 million MDET paid in 2013 related to our aligners, and we have recorded a receivable in Prepaid Expenses and Other Current Assets as of March 31, 2015.
|
•
|
Stock Repurchase Authorization.
On April 23, 2014, we announced that our Board of Directors had authorized a stock repurchase program pursuant to which we may purchase up to $300.0 million of our common stock over the next three years, with $100.0 million of that amount authorized to be purchased over the first twelve months. Any purchases under this stock repurchase program may be made, from time-to-time, pursuant to open market purchases (including pursuant to Rule 10b5-1 plans), privately-negotiated transactions, accelerated stock repurchases, block trades or derivative contracts or otherwise in accordance with applicable federal securities laws, including Rule
|
•
|
Our Clear Aligner segment consists of our Invisalign system which includes Invisalign Full, Teen and Assist ("Full Products"), Express/Lite ("Express Products"),Vivera retainers, along with our training and ancillary products for treating malocclusion.
|
•
|
Our Scanner and Services ("Scanner") segment consists of intra-oral scanning systems and additional services available with the intra-oral scanners that provide digital alternatives to the traditional cast models. This segment includes our iTero scanner and OrthoCAD services.
|
|
For the Three Months Ended,
March 31, |
||||||||||
Region
|
2015
|
|
2014
|
|
Net
Change
|
|
%
Change
|
||||
North American Invisalign
|
91.1
|
|
|
81.4
|
|
|
9.7
|
|
|
11.9
|
%
|
International Invisalign
|
39.7
|
|
|
30.8
|
|
|
8.9
|
|
|
28.9
|
%
|
Total Invisalign case volume
|
130.8
|
|
|
112.2
|
|
|
18.6
|
|
|
16.6
|
%
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Clear Aligner
|
|
|
|
|
|
||||||
Cost of net revenues
|
$
|
39.1
|
|
|
$
|
35.2
|
|
|
$
|
3.9
|
|
% of net segment revenues
|
20.9
|
%
|
|
20.9
|
%
|
|
|
||||
Gross profit
|
$
|
148.0
|
|
|
$
|
133.1
|
|
|
$
|
14.9
|
|
Gross margin %
|
79.1
|
%
|
|
79.1
|
%
|
|
|
||||
Scanner
|
|
|
|
|
|
||||||
Cost of net revenues
|
$
|
7.9
|
|
|
$
|
8.2
|
|
|
$
|
(0.3
|
)
|
% of net segment revenues
|
71.7
|
%
|
|
66.4
|
%
|
|
|
||||
Gross profit
|
$
|
3.1
|
|
|
$
|
4.2
|
|
|
$
|
(1.1
|
)
|
Gross margin %
|
28.3
|
%
|
|
33.6
|
%
|
|
|
||||
Total cost of net revenues
|
$
|
47.0
|
|
|
$
|
43.4
|
|
|
$
|
3.6
|
|
% of net revenues
|
23.7
|
%
|
|
24.0
|
%
|
|
|
||||
Gross profit
|
$
|
151.1
|
|
|
$
|
137.3
|
|
|
$
|
13.8
|
|
Gross margin %
|
76.3
|
%
|
|
76.0
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Selling, general and administrative
|
$
|
88.3
|
|
|
$
|
82.1
|
|
|
$
|
6.2
|
|
% of net revenues
|
44.6
|
%
|
|
45.4
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Research and development
|
$
|
13.9
|
|
|
$
|
13.4
|
|
|
$
|
0.5
|
|
% of net revenues
|
7.0
|
%
|
|
7.4
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Interest and other income (expense), net
|
$
|
(1.5
|
)
|
|
$
|
0.6
|
|
|
$
|
(2.1
|
)
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Provision for income taxes
|
$
|
11.3
|
|
|
$
|
10.0
|
|
|
$
|
1.3
|
|
Effective tax rates
|
23.8
|
%
|
|
23.5
|
%
|
|
|
|
March 31,
2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
189,978
|
|
|
$
|
199,871
|
|
Marketable securities, short-term
|
254,823
|
|
|
254,787
|
|
||
Marketable securities, long-term
|
168,171
|
|
|
147,892
|
|
||
Total cash, cash equivalents and short-term and long-term marketable securities
|
$
|
612,972
|
|
|
$
|
602,550
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net cash flow provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
35,645
|
|
|
$
|
17,993
|
|
Investing activities
|
|
(36,661
|
)
|
|
(99,347
|
)
|
||
Financing activities
|
|
(7,097
|
)
|
|
21,061
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,780
|
)
|
|
106
|
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(9,893
|
)
|
|
$
|
(60,187
|
)
|
•
|
stock-based compensation of
$11.6 million
related to equity incentive compensation awards granted to our employees, and
|
•
|
depreciation and amortization of
$4.3 million
related to our fixed assets and acquired intangible assets, offset in part by
|
•
|
excess tax benefits from our share-based compensation arrangements of
$4.8 million
.
|
•
|
an increase of
$12.2 million
in accounts receivable which is a result of the increase in net revenues, and
|
•
|
an increase of $10.5 million in prepaid expenses and other current assets primarily due to the MDET receivable from the IRS, offset in part by
|
•
|
an increase of
$6.0 million
in deferred revenues corresponding to the increases in revenues.
|
•
|
Revenue recognition;
|
•
|
Stock-based compensation expense;
|
•
|
Goodwill and finite-lived acquired intangible assets,
|
•
|
Impairment of goodwill, finite-lived acquired intangible assets and long-lived assets, and
|
•
|
Accounting for income taxes.
|
•
|
limited visibility into and difficulty predicting the level of activity in our customers’ practices from quarter to quarter;
|
•
|
weakness in consumer spending as a result of the slowdown in the U.S. economy and global economies;
|
•
|
changes in relationships with our distributors;
|
•
|
changes in the timing of receipt of Invisalign case product orders during a given quarter which, given our cycle time and the delay between case receipts and case shipments, could have an impact on which quarter revenue can be recognized;
|
•
|
fluctuations in currency exchange rates against the U.S. dollar;
|
•
|
changes in product mix;
|
•
|
our inability to predict from period to period the number of trainers or the availability of doctors required to complete intra-oral scanner installations, which may impact the timing of when revenue is recognized;
|
•
|
if participation in our customer rebate program increases our average selling price will be adversely affected;
|
•
|
seasonal fluctuations in the number of doctors in their offices and their availability to take appointments;
|
•
|
success of or changes to our marketing programs from quarter to quarter;
|
•
|
our reliance on our contract manufacturers for the production of sub-assemblies for our intra-oral scanners;
|
•
|
timing of industry tradeshows;
|
•
|
changes in the timing of when revenue is recognized, including as a result of the introduction of new products or promotions, modifications to our terms and conditions or as a result of changes to critical accounting estimates or new accounting pronouncements;
|
•
|
changes to our effective tax rate;
|
•
|
unanticipated delays in production caused by insufficient capacity or availability of raw materials;
|
•
|
any disruptions in the manufacturing process, including unexpected turnover in the labor force or the introduction of new production processes, power outages or natural or other disasters beyond our control;
|
•
|
the development and marketing of directly competitive products by existing and new competitors;
|
•
|
major changes in available technology or the preferences of customers may cause our current product offerings to become less competitive or obsolete;
|
•
|
aggressive price competition from competitors;
|
•
|
costs and expenditures in connection with litigation;
|
•
|
the timing of new product introductions by us and our competitors, as well as customer order deferrals in anticipation of enhancements or new products;
|
•
|
disruptions to our business due to political, economic or other social instability, including the impact of an epidemic any of which results in changes in consumer spending habits, consumers unable or unwilling to visit the orthodontist or general practitioners office, as well as any impact on workforce absenteeism;
|
•
|
inaccurate forecasting of net revenues, production and other operating costs,
|
•
|
investments in research and development to develop new products and enhancements; and
|
•
|
our ability to implement an effective hedge program against a portion of our foreign currency-denominated assets and liabilities.
|
•
|
correctly identify customer needs and preferences and predict future needs and preferences;
|
•
|
include functionality and features that address customer requirements;
|
•
|
ensure compatibility of our computer operating systems and hardware configurations with those of our customers;
|
•
|
allocate our research and development funding to products with higher growth prospects;
|
•
|
anticipate and respond to our competitors’ development of new products and technological innovations;
|
•
|
differentiate our offerings from our competitors’ offerings;
|
•
|
innovate and develop new technologies and applications;
|
•
|
the availability of third-party reimbursement of procedures using our products;
|
•
|
obtain adequate intellectual property rights; and
|
•
|
encourage customers to adopt new technologies.
|
•
|
difficulties in hiring and retaining employees generally, as well as difficulties in hiring and retaining employees with the necessary skills to perform the more technical aspects of our operations;
|
•
|
difficulties in managing international operations, including any travel restrictions to or from our facilities located in Russia and Israel;
|
•
|
fluctuations in currency exchange rates;
|
•
|
increased income taxes, and other restrictions and limitations, if we were to decide to repatriate any of our foreign cash balances back to the U.S.;
|
•
|
import and export license requirements and restrictions;
|
•
|
controlling production volume and quality of the manufacturing process;
|
•
|
political, social and economic instability, including as a result of increased levels of violence in Juarez, Mexico or the Middle East. We cannot predict the effect on us of any future armed conflict, political instability or violence in these regions. In addition, some of our employees in Israel are obligated to perform annual reserve duty in the Israeli military and are subject to being called for additional active duty under emergency circumstances. We cannot predict the full impact of these conditions on us in the future, particularly if emergency circumstances or an escalation in the political situation occurs. If many of our employees are called for active duty, our operations in Israel and our business may not be able to function at full capacity;
|
•
|
acts of terrorism and acts of war;
|
•
|
geopolitical risks around the Ukraine and the possibility of additional sanctions against Russia which continue to bring uncertainty to this region;
|
•
|
interruptions and limitations in telecommunication services;
|
•
|
product or material transportation delays or disruption, including as a result of increased levels of violence, acts of terrorism, acts of war or health epidemics restricting travel to and from our international locations or as a result of natural disasters, such as earthquakes or volcanic eruptions;
|
•
|
burdens of complying with a wide variety of local country and regional laws;
|
•
|
trade restrictions and changes in tariffs; and
|
•
|
potential adverse tax consequences.
|
•
|
local political and economic instability;
|
•
|
the engagement of activities by our employees, contractors, partners and agents, especially in countries with developing economies, that are prohibited by international and local trade and labor laws and other laws prohibiting corrupt payments to government officials, including the Foreign Corrupt Practices Act, the UK Bribery Act of 2010 and export control laws, in spite of our policies and procedures designed to ensure compliance with these laws;
|
•
|
although it is our intention to indefinitely reinvest earnings outside the U.S., restrictions on the transfer of funds held by our foreign subsidiaries, including with respect to restrictions on our ability to repatriate foreign cash to the U.S at favorable tax rates;
|
•
|
fluctuations in currency exchange rates; and
|
•
|
increased expense of developing, testing and making localized versions of our products.
|
•
|
agreements with distributors may terminate prematurely due to disagreements or may result in litigation between the partners;
|
•
|
we may not be able to renew existing distributor agreements on acceptable terms;
|
•
|
our distributors may not devote sufficient resources to the sale of products;
|
•
|
our distributors may be unsuccessful in marketing our products;
|
•
|
our existing relationships with distributors may preclude us from entering into additional future arrangements with other distributors; and
|
•
|
we may not be able to negotiate future distributor agreements on acceptable terms.
|
•
|
product design, development, manufacturing and testing;
|
•
|
product labeling;
|
•
|
product storage;
|
•
|
pre-market clearance or approval;
|
•
|
complaint handling and corrective actions;
|
•
|
advertising and promotion; and
|
•
|
product sales and distribution.
|
•
|
warning letters, fines, injunctions, consent decrees and civil penalties;
|
•
|
repair, replacement, refunds, recall or seizure of our products;
|
•
|
operating restrictions or partial suspension or total shutdown of production;
|
•
|
refusing our requests for 510(k) clearance or pre-market approval of new products, new intended uses, or modifications to existing products;
|
•
|
withdrawing clearance or pre-market approvals that have already been granted; and
|
•
|
criminal prosecution.
|
•
|
storage, transmission and disclosure of medical information and healthcare records;
|
•
|
prohibitions against the offer, payment or receipt of remuneration to induce referrals to entities providing healthcare services or goods or to induce the order, purchase or recommendation of our products; and
|
•
|
the marketing and advertising of our products.
|
•
|
quarterly variations in our results of operations and liquidity;
|
•
|
changes in recommendations by the investment community or in their estimates of our net revenues or operating results;
|
•
|
speculation in the press or investment community concerning our business and results of operations;
|
•
|
strategic actions by our competitors, such as product announcements or acquisitions;
|
•
|
announcements of technological innovations or new products by us, our customers or competitors; and
|
•
|
general economic market conditions.
|
•
|
revenue recognition; and
|
•
|
leases.
|
Period
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid per Share
(2)
|
|
Total Number of Shares Repurchased as Part of Publicly Announced Program
(1)
|
|
Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program
(1)
|
||||||
January 1, 2015 through January 31, 2015
|
|
30,962
|
|
|
$
|
57.49
|
|
|
30,962
|
|
|
$
|
199,988,318
|
|
Exhibit
Number
|
|
Description
|
|
Filing
|
|
Date
|
|
Exhibit
Number
|
|
Filed here with
|
10.29
|
|
Fixed Dollar Accelerated Repurchase Transaction Agreement dated April 28, 2014 between Goldman, Sachs & Co. and registrant
|
|
|
|
|
|
|
|
*
|
10.30
|
|
Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph M. Hogan
|
|
|
|
|
|
|
|
*
|
31.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
31.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
*
|
|
|
|
|
ALIGN TECHNOLOGY, INC.
|
|
|
|
|
April 30, 2015
|
By:
|
/S/ THOMAS M. PRESCOTT
|
|
|
Thomas M. Prescott
President and Chief Executive Officer
|
|
|
|
|
By:
|
/S/ DAVID L. WHITE
|
|
|
David L. White
Chief Financial Officer
|
Exhibit
Number
|
|
Description
|
|
Filing
|
|
Date
|
|
Exhibit
Number
|
|
Filed here with
|
10.29
|
|
Fixed Dollar Accelerated Repurchase Transaction Agreement dated April 28, 2014 between Goldman, Sachs & Co. and registrant
|
|
|
|
|
|
|
|
*
|
10.30
|
|
Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc. and Joseph M. Hogan
|
|
|
|
|
|
|
|
*
|
31.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
31.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
*
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
*
|
COMPANY:
|
|
|
|
|
|
|
|
|
|
ALIGN TECHNOLOGY, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/S/ THOMAS M. PRESCOTT
|
|
Date:
|
April 16, 2015
|
Thomas M. Prescott, on behalf of the Board of Directors
|
|
|
|
|
|
|
|
|
|
Title: President and Chief Executive Officer , Align Technology, Inc.
|
|
|||
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH M. HOGAN
|
|
Date:
|
April 17, 2015
|
Joseph M. Hogan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Align Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ THOMAS M. PRESCOTT
|
Thomas M. Prescott
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Align Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ DAVID L. WHITE
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David L. White
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Chief Financial Officer
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By:
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/S/ THOMAS M. PRESCOTT
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Name:
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Thomas M. Prescott
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Title:
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President and Chief Executive Officer
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|
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By:
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/S/ DAVID L. WHITE
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Name:
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David L. White
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Title:
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Chief Financial Officer
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