-----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, LUXg7S+olAEN/lK9No6aS5JhHvpHk7xzy7wkgyp25gPkZIyf3J6q52grZktvkgBw F0ICcObIqgoqkko4cQDrpA== 0001275287-06-000360.txt : 20060125 0001275287-06-000360.hdr.sgml : 20060125 20060125080544 ACCESSION NUMBER: 0001275287-06-000360 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060125 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060125 DATE AS OF CHANGE: 20060125 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: 06547955 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 at4586.txt FORM 8-K ================================================================================ 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) January 25, 2006 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 January 25, 2006, Align Technology, Inc. ("Align") is issuing a press release and holding a conference call regarding its financial results for its fourth quarter and full fiscal year ended December 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 the attached press release to the comparable GAAP financial measures is contained in the attached press release and a reconciliation of these and certain 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 (d) EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------------------------- 99.1 Press Release of Align Technology, Inc. dated January 25, 2006 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: January 25, 2006 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 January 25, 2006 EX-99.1 2 at4586ex991.txt EXHIBIT 99.1 Exhibit 99.1 ALIGN TECHNOLOGY, INC. REPORTS REVENUES OF $51.2M FOR Q4 2005 AND $207.1M FOR FISCAL YEAR 2005 SANTA CLARA, Calif., Jan. 25 /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 fourth quarter and full year of 2005. Total revenues for the fourth quarter of 2005 were $51.2 million, compared to $50.9 million in the third quarter of 2005, an increase of 0.6 percent, and $43.7 million in the fourth quarter of 2004, an increase of 17.2 percent. For fiscal year 2005, Align reported revenues of $207.1 million, compared to $172.8 million for fiscal year 2004, an increase of 19.8 percent. "We are pleased with our results for 2005," stated Thomas M. Prescott, Align Technology's President and CEO. "Revenues were up 20 percent and case volumes grew by 23 percent. We continued to provide value for our customers through our national advertising campaign, new products and software, superb clinical education events, and new pricing initiatives. In 2006, we will continue our strategy of ensuring product leadership, being responsive to our customers' needs, and improving operational effectiveness across the company. Delivering on this strategy, combined with our superior value proposition for customers, will enhance shareholder value." The net profit for the fourth quarter of 2005, as reported on a GAAP basis, was $528 thousand, or earnings per share (EPS) of $0.01. This compares to GAAP net profit of $1.1 million for the fourth quarter of 2004, or EPS of $0.02 per share. For comparison purposes, this also compares to a non-GAAP net profit of $1.3 million for the fourth quarter of 2004 or non-GAAP EPS of $0.02. Non-GAAP net profit excludes the effects of stock-based compensation. For fiscal year 2005, the net profit was $1.4 million, or EPS of $0.02. This compares to a GAAP net profit of $8.8 million for fiscal year 2004, or EPS of $0.14 per share. For comparison purposes, this also compares to a non-GAAP net profit of $14.4 million for fiscal year 2004, or EPS of $0.22. The reconciliation of the GAAP to non-GAAP measurements for net profit and EPS is set forth below within Align Technology's financial statements. As of December 31, 2005, Align had $74.4 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, January 25, 2006 at 10:00 a.m. EST, 7:00 a.m. PST, to review the fourth quarter and fiscal year 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 remain available through 5:30 p.m. EST on January 24, 2007. Additionally, a telephonic replay of the call can be accessed by dialing 877-660-6853 with account number 292 followed by # and conference number 151235 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. EST on January 31, 2006. 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 March 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 statement that it will continue to execute its strategy of ensuring product leadership, responsiveness to customer needs and producing high quality products and that delivering on this strategy will enhance shareholder value. 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, customer demand for Invisalign, acceptance of Invisalign by consumers and dental professionals, Align's third party manufacturing processes and personnel, foreign operational, political and other risks relating to Align's international manufacturing operations, Align's ability to protect its intellectual property rights, competition from manufacturers of traditional braces and new competitors, such as OrthoClear, Align's ability to develop and successfully introduce new products, and the loss of key personnel, including members of its direct sales force. 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 9, 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. 408-470-1000 678-417-1767 investorinfo@aligntech.com shannon@ethoscommunication.com ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended Year Ended ---------------------------- ---------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, (in thousands, except per share data) 2005 2004 2005 2004 - -------------------------------------- ------------ ------------ ------------ ------------ Revenues $ 51,164 $ 43,655 $ 207,125 $ 172,830 Cost of revenues 16,711 14,961 63,784 57,526 Gross profit 34,453 28,694 143,341 115,304 Operating expenses: Sales and marketing 18,570 15,377 80,068 55,932 General and administrative 11,293 8,655 42,242 33,851 Research and development 3,927 4,006 18,585 15,756 Total operating expenses 33,790 28,038 140,895 105,539 Profit from operations 663 656 2,446 9,765 Interest and other income (expense), net 255 616 283 (3) Provision for income taxes (390) (151) (1,316) (994) Net profit $ 528 $ 1,121 $ 1,413 $ 8,768 Net profit per share - basic $ 0.01 $ 0.02 $ 0.02 $ 0.15 - diluted $ 0.01 $ 0.02 $ 0.02 $ 0.14 Shares used in computing net profit per share - basic 62,045 60,744 61,644 59,963 - diluted 63,247 63,560 63,152 64,089
ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) December 31, December 31, (in thousands) 2005 2004 - -------------------------------------- ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 74,219 $ 69,659 Restricted cash 150 303 Accounts receivable, net 29,305 28,809 Inventories, net 2,930 2,852 Other current assets 4,982 5,211 Total current assets 111,586 106,834 Property and equipment, net 26,427 21,702 Other long-term assets 4,097 2,176 Total assets $ 142,110 $ 130,712 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,489 $ 3,361 Accrued liabilities 29,372 23,481 Deferred revenue 16,747 16,257 Debt obligations, current portion -- 1,849 Total current liabilities 48,608 44,948 Other long term liabilities 64 25 Total liabilities 48,672 44,973 Total stockholders' equity 93,438 85,739 Total liabilities and stockholders' equity $ 142,110 $ 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 Year Ended ---------------------------- ---------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, (in thousands, except per share data) 2005 2004 2005 2004 - -------------------------------------- ------------ ------------ ------------ ------------ Revenues $ 51,164 $ 43,655 $ 207,125 $ 172,830 Cost of revenues 16,711 14,922 63,784 56,632 Gross profit 34,453 28,733 143,341 116,198 Operating expenses: Sales and marketing 18,570 15,361 80,062 55,281 General and administrative 11,293 8,527 42,236 31,115 Research and development 3,927 3,975 18,585 14,423 Total operating expenses 33,790 27,863 140,883 100,819 Profit from operations 663 870 2,458 15,379 Interest and other income (expense), net 255 616 283 (3) Provision for income taxes (390) (151) (1,316) (994) Net profit $ 528 $ 1,335 $ 1,425 $ 14,382 Net profit per share - basic $ 0.01 $ 0.02 $ 0.02 $ 0.24 - diluted $ 0.01 $ 0.02 $ 0.02 $ 0.22 Shares used in computing net profit per share - basic 62,045 60,744 61,644 59,963 - diluted 63,247 63,560 63,152 64,089
ALIGN TECHNOLOGY, INC. RECONCILIATION OF GAAP NET PROFIT TO ADJUSTED NON-GAAP NET PROFIT (unaudited)
Three Months Ended Year Ended ---------------------------- ---------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, (in thousands) 2005 2004 2005 2004 - -------------------------------------- ------------ ------------ ------------ ------------ Calculation of non-GAAP net profit excluding special items: Net profit $ 528 $ 1,121 $ 1,413 $ 8,768 Items: Stock-based compensation expense included in: (1) - cost of revenues -- 39 -- 894 - sales and marketing -- 16 6 651 - general and administrative -- 128 6 2,736 - research and development -- 31 -- 1,333 Non-GAAP net profit excluding special items $ 528 $ 1,335 $ 1,425 $ 14,382
(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. SOURCE Align Technology, Inc. -0- 01/25/2006 /CONTACT: investors, Barbara Domingo of Align Technology, Inc., +1-408-470-1000, or investorinfo@aligntech.com; or media, Shannon Henderson of Ethos Communications, Inc., +1-678-417-1767, or shannon@ethoscommunication.com, for Align Technology, Inc./ /FCMN Contact: bdomingo@aligntech.com/ /Web site: http://www.invisalign.com / -----END PRIVACY-ENHANCED MESSAGE-----