-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GpUmVR6MVSvRtZyEzfEQMtbUVryM2aVuKHkcEIBf4VmSo6A3vOWZt4YZqNyrgO1O b80/S3g8WUfc/empOZdikQ== 0001275287-05-001339.txt : 20050420 0001275287-05-001339.hdr.sgml : 20050420 20050420081608 ACCESSION NUMBER: 0001275287-05-001339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALIGN TECHNOLOGY INC CENTRAL INDEX KEY: 0001097149 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 943267295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32259 FILM NUMBER: 05760605 BUSINESS ADDRESS: STREET 1: 851 MARTIN AVENUE CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 4087381500 MAIL ADDRESS: STREET 1: 851 MARTIN AVENUE CITY: SANTA CLARA STATE: CA ZIP: 95050 8-K 1 at2457.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 20, 2005 ALIGN TECHNOLOGY, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-32259 94-3267295 - ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 881 Martin Avenue, Santa Clara, California 95050 - ------------------------------------------ --------- (Address of Principal Executive Offices) (Zip Code) (408) 470-1000 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 20, 2005, Align Technology, Inc. ("Align") is issuing a press release and holding a conference call regarding its financial results for its first quarter ended March 31, 2005. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Align is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of non-GAAP financial measures contained in this press release to the comparable GAAP financial measures is contained in the attached press release and a reconciliation of these and other non-GAAP financial information provided on the conference call is contained on the Investor Relations section of our website at investor.aligntech.com. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- 99.1 Press Release of Align Technology, Inc. dated April 20, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April20, 2005 ALIGN TECHNOLOGY, INC. By: /s/ Eldon M. Bullington -------------------------------------- Eldon M. Bullington Vice President of Finance and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- 99.1 Press Release of Align Technology, Inc. dated April 20, 2005 EX-99.1 2 at2457ex991.txt Exhibit 99.1 ALIGN TECHNOLOGY, INC. REPORTS Q1 2005 REVENUES OF $51.2M AND EPS OF $0.03 SANTA CLARA, Calif., April 20 /PRNewswire-FirstCall/ -- Align Technology, Inc. (Nasdaq: ALGN), the inventor of Invisalign(R), a proprietary method of straightening teeth without wires and brackets, today reported financial results for the first quarter of 2005. Total revenues for the first quarter of 2005 were $51.2 million, compared to $39.2 million in the first quarter of 2004, an increase of 30.5 percent. "We are pleased with the solid progress made in the first quarter, yet far from satisfied," stated Thomas M. Prescott, Align Technology's President and CEO. "2005 promises to be an important year for Align representing significant changes. We believe these changes will make us a better company and make Invisalign the best product for our customers. We are on track to providing customers with additional product options that will help expand their practices. And we are continuing our journey to make Invisalign the preferred alternative for straightening teeth and Align Technology a leader in the orthodontic industry." The net profit for the first quarter of 2005, as reported on a GAAP basis, was $1.9 million, or earnings per share (EPS) of $0.03. This compares to a GAAP net profit of $557 thousand for the first quarter of 2004, or EPS of $0.01 per share. For comparison purposes, this also compares to a non-GAAP net profit of $2.8 million for the first quarter of 2004 or non-GAAP EPS of $0.04. Non-GAAP net profit excludes the effects of stock-based compensation. The reconciliation of the GAAP to non-GAAP measurements for net profit and EPS for the first quarter of 2004 is set forth below within Align Technology's financial statements. As of March 31, 2005, Align had $69.5 million in cash, cash equivalents, and marketable securities, compared to $70.0 million as of December 31, 2004. Align Webcast and Conference Call Align Technology will host a webcast and conference call today, April 20, 2005 at 10:00 a.m. EDT, 7:00 a.m. PDT, to review the first quarter of 2005 results and discuss future operating trends and guidance. To access the webcast, click on "Webcasts & Presentations" on Align Technology's Investor Relations web site at http://investor.aligntech.com . To access the conference call, please dial 201-689-8341 approximately fifteen minutes prior to the start of the call. If you are unable to listen to the call, an archived web cast will be available beginning approximately one hour after the call's conclusion and will be available on our website. Additionally, a telephonic replay of the call can be accessed by dialing 877-660-6853 with account number 292 followed by # and conference number 142992 followed by #. The replay may be accessed from international locations by dialing 201-612-7415 and using the same account and conference numbers referenced above. The telephonic replay will be available through 5:30 p.m. EDT on May 5, 2005. About Align Technology, Inc. Align Technology designs, manufactures and markets Invisalign, a proprietary method for treating malocclusion, or the misalignment of teeth. Invisalign corrects malocclusion using a series of clear, nearly invisible, removable appliances that gently move teeth to a desired final position. Because it does not rely on the use of metal or ceramic brackets and wires, Invisalign significantly reduces the aesthetic and other limitations associated with braces. Invisalign is appropriate for treating adults and older teens. Align Technology was founded in April 1997 and received FDA clearance to market Invisalign in 1998. To learn more about Invisalign or to find a certified Invisalign doctor in your area, please visit www.invisalign.com or call 1-800-INVISIBLE. Forward-Looking Statements This news release contains forward-looking statements, including statements regarding Align's ability to provide its customers with additional product options to help expand their practice. Forward-looking statements contained in this news release relating to expectations about future events or results are based upon information available to Align as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement. Factors that might cause such a difference include, but are not limited to, risks relating to Align's ability to sustain or increase profitability or revenue growth in future periods while controlling expenses, Align's limited operating history, demand for Invisalign and acceptance of Invisalign and any new enhancements or new products by consumers and dental professionals, our ability to develop and successfully introduce new products, Align's ability to protect its intellectual property rights, potential intellectual property or product liability claims or litigation, Align's ability to manage its rapid growth, competition from manufacturers of traditional braces and new competitors, Align's ability to comply with regulations enforced by the Food and Drug Administration and other regulatory authorities and risks related to any deterioration in the general economic condition or specifically in the markets in which Align sells its products. These and other risks are detailed from time to time in Align's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 3, 2005, and its Quarterly Reports on Form 10-Q. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Investor Relations Contact: Press Contact: Barbara Domingo Shannon Henderson Align Technology, Inc. Ethos Communications, Inc. 408-470-1204 678-417-1767 bdomingo@aligntech.com shannon@ethoscommunication.com ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended -------------------------------- (in thousands, except per share data) March 31, 2005 March 31, 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 income (expense), net (60) (227) Provision for income taxes (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 ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, (in thousands) 2005 2004 - ---------------------------------------- -------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 68,988 $ 69,659 Restricted cash 293 303 Marketable securities, short-term 250 -- Accounts receivable, net 31,875 28,809 Inventories, net 3,071 2,852 Other current assets 6,450 5,211 Total current assets 110,927 106,834 Property and equipment, net 22,105 21,702 Other long-term assets 3,639 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 revenue 17,996 16,257 Debt obligations, current portion 1,349 1,849 Total current liabilities 45,930 44,948 Other long-term liabilities 35 25 Total liabilities 45,965 44,973 Total stockholders' equity 90,706 85,739 Total liabilities and stockholders' equity $ 136,671 $ 130,712 ALIGN TECHNOLOGY, INC. NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Use of Non-GAAP Financial Information To supplement our condensed consolidated financial statements presented on a GAAP basis, Align uses a non-GAAP measure of net profit, which is adjusted to exclude certain costs and expenses and any associated tax effects of such adjustments. We believe that our non-GAAP net profit gives an indication of our baseline performance before other charges that are considered by management to be outside of our core operating results. In addition, our non-GAAP net profit is among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information should not be considered in isolation or as a substitute for net profit prepared in accordance with generally accepted accounting principles in the United States of America. Three Months Ended -------------------------------- (in thousands, except per share data) March 31, 2005 March 31, 2004 - ---------------------------------------- -------------- --------------- Revenues $ 51,155 $ 39,205 Cost of revenues 15,478 12,995 Gross profit 35,677 26,210 Operating expenses: Sales and marketing 19,128 12,978 General and administrative 9,505 7,122 Research and development 4,903 2,976 Total operating expenses 33,536 23,076 Profit from operations 2,141 3,134 Interest and other income (expense), net (60) (227) Provision for income taxes (206) (133) Net profit $ 1,875 $ 2,774 Net profit per share - basic $ 0.03 $ 0.05 - diluted $ 0.03 $ 0.04 Shares used in computing net profit per share - basic 61,246 59,091 - diluted 63,148 64,559 ALIGN TECHNOLOGY, INC. RECONCILIATION OF GAAP NET PROFIT TO ADJUSTED NON-GAAP NET PROFIT (unaudited) Three Months Ended ------------------------------- (in thousands) March 31, 2005 March 31, 2004 - ---------------------------------------- -------------- -------------- Calculation of non-GAAP net profit excluding special items: Net profit $ 1,863 $ 557 Items: Stock-based compensation expense included in: (1) - cost of revenues -- 398 - sales and marketing 6 294 - general and administrative 6 1,155 - research and development -- 370 Non-GAAP net profit excluding special items $ 1,875 $ 2,774 (1) Stock-based compensation expense represents the amortization of deferred stock-based compensation recorded in connection with the granting of stock options to employees and non-employees. Stock-based compensation expense also includes the accelerated vesting of options to several employees in connection with severance packages. SOURCE Align Technology, Inc. -0- 04/20/2005 /CONTACT: investors, Barbara Domingo of Align Technology, Inc., +1-408-470-1204, or bdomingo@aligntech.com; or media, Shannon Henderson of Ethos Communications, Inc., +1-678-417-1767, or shannon@ethoscommunication.com, for Align Technology, Inc./ /Web site: http://www.invisalign.com / -----END PRIVACY-ENHANCED MESSAGE-----