Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) July 22, 2010  


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


Delaware
 
0-32259
 
94-3267295
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
2560 Orchard Parkway, San Jose
 
95131
 
  (Address of principal executive offices)   (Zip Code)  

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



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:
    [    ] 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 July 22, 2010, Align Technology, Inc. ("Align") is issuing a press release and holding a conference call regarding its financial results for its second quarter ended June 30, 2010. 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 (to the extent not reconciled on such 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 July 22, 2010


SIGNATURE

    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.

    Align Technology
(Registrant)

July 22, 2010
(Date)
  /s/   KENNETH B. AROLA
Kenneth B. Arola
Vice President, Finance and Chief Financial Officer



INDEX TO EXHIBITS

Exhibit No. Description

99.1 Press Release of Align Technology, Inc. dated July 22, 2010
Align Technology Announces Second Quarter Fiscal 2010 Results

EXHIBIT 99.1

Align Technology Announces Second Quarter Fiscal 2010 Results

SAN JOSE, Calif., July 22, 2010 (GLOBE NEWSWIRE) -- Align Technology, Inc. (Nasdaq:ALGN) today reported financial results for the second quarter of fiscal 2010, ended June 30, 2010.

Total net revenues for the second quarter of fiscal 2010 (Q2 10) were $108.2 million compared to $90.1 million reported in the first quarter of 2010 (Q1 10) and compared to $76.3 million reported in the second quarter of 2009 (Q2 09). Q2 10 net revenues include the release of $14.3 million of previously deferred revenue for Invisalign Teen replacement aligners. Invisalign case shipments for Q2 10 were 67.5 thousand, compared to 63.6 thousand in Q1 10 and compared to 53.0 thousand in Q2 09.

Net profit for Q2 10 was $32.6 million, or $0.42 per diluted share and includes a pre-tax benefit of $14.3 million to net revenues from the release of previously deferred revenue related to Invisalign Teen replacement aligners, and a pre-tax credit of $8.7 million to operating expenses for an insurance settlement related to the OrthoClear litigation. This is compared to net profit of $14.9 million, or $0.19 per diluted share in Q1 10 and net profit of $4.5 million, or $0.07 per diluted share in Q2 09. Stock-based compensation expense included in Q2 10 was $4.3 million compared to $3.5 million in Q1 10 and compared to $4.3 million in Q2 09.

"Q2 was an outstanding quarter for Align," said Thomas M. Prescott, Align president and CEO. "Our Invisalign business continues to outperform our expectations, resulting in our third consecutive quarter for record revenues and case shipments – even without the positive effects from the release of $14.3 million of previously deferred revenue for Invisalign Teen, and a credit of $8.7 million from an insurance settlement related to the OrthoClear litigation."

In Q2 10, Align released $14.3 million of previously deferred revenue for Invisalign Teen replacement aligners. Invisalign Teen, which was launched July 29, 2008, includes up to six replacement aligners, which may be ordered at any time throughout treatment. Revenue for these replacement aligners was deferred based on 100 percent of the fair value of the aligners, or approximately $350 per case, until the case completed, or the replacement aligners were used. Over the past two years, the Company has evaluated the usage experience of the Invisalign Teen replacement aligners and now believes that it has sufficient historical experience to support a deferral for estimated usage of approximately $20 per case.

To supplement our consolidated financial statements, we use the following non-GAAP financial measures: non-GAAP revenue, non-GAAP gross profit, non-GAAP operating expense, non-GAAP operating margin, non-GAAP net profit and non-GAAP earnings per share. Detailed reconciliations between GAAP and non-GAAP information are contained in the tables following the financial tables of this release.

Non-GAAP net revenues for Q2 10 were $93.9 million. Non-GAAP net profit for Q2 10 was $16.5 million, or $0.21 per diluted share. This is compared to non-GAAP net profit of $15.5 million, or $0.20 per diluted share in Q1 10 and non-GAAP net profit of $4.8 million, or $0.07 per diluted share in Q2 09.

Q2 10 Operating Results

Key GAAP Operating Results Q2 10 Q1 10 Q2 09
Gross Margin 80.4% 77.4% 76.0%
Operating Expense $41.7M $49.0M $51.7M
Operating Margin 41.9% 23.0% 8.2%
Net Profit $32.6M $14.9M $4.5M
Earnings Per Diluted Share (EPS) $0.42 $0.19 $0.07
       
Key Non-GAAP Operating Results Q2 10 Q1 10 Q2 09
Non-GAAP Gross Margin 77.4% 78.3% 76.0%
Non-GAAP Operating Expense $50.3M $49.0M $51.3M
Non-GAAP Operating Margin 23.8% 23.9% 8.7%
Non-GAAP Net Profit $16.5M $15.5M $4.8M
Non-GAAP Earnings Per Diluted Share (EPS) $0.21 $0.20 $0.07

Liquidity and Capital Resources

As of June 30, 2010, Align had $244.8 million in cash, cash equivalents, and short-term marketable securities compared to $186.5 million as of December 31, 2009.

Key Business Metrics

The following table highlights business metrics for Align's second quarter of 2010. Additional historical information is available on the Company's website at http://investor.aligntech.com.

Non-GAAP Revenue by Channel ($M): Q2 10 % of Total
Revenue
Q2 10/Q1 10
% Change
North American Orthodontists $29.1 31.1% 3.4%
North American GP Dentists $37.4 39.8% 0.5%
International $22.0 23.4% 9.9%
Non-case Revenue* $5.4 5.7% 15.1%
Total Non-GAAP Revenue** $93.9 100% 4.2%
       
Non-GAAP Revenue by Product ($M): Q2 10 % of Total
Revenue
Q2 10/Q1 10
% Change
Invisalign Full $67.5 71.9% 2.8%
Invisalign Express/Lite $8.8 9.3% 1.4%
Invisalign Teen $8.4 9.0% 2.9%
Invisalign Assist $3.8 4.1% 30.3%
Non-case Revenue* $5.4 5.7% 15.1%
Total Non-GAAP Revenue** $93.9 100% 4.2%
*includes training, ancillary products, and retainers
**excludes the release of $14.3M of previously deferred revenue for Invisalign Teen replacement aligners
       
Cases Shipped by Channel: Q2 10 % of Total
Cases
Q2 10/Q1 10
% Change
North American Orthodontists 23,085 34.2% 4.2%
North American GP Dentists 28,460 42.2% (0.1%)
International 15,940 23.6% 22.9%
Total Cases Shipped 67,485 100% 6.1%
       
Cases Shipped by Product: Q2 10 % of Total
Cases
Q2 10/Q1 10
% Change
Invisalign Full 47,075 69.8% 7.7%
Invisalign Express/Lite 9,580 14.2% 3.8%
Invisalign Teen 6,810 10.0% (7.6%)
Invisalign Assist 4,020 6.0% 21.9%
Total Cases Shipped 67,485 100% 6.1%
       
Average Selling Price (ASP), as billed*: Q2 10    
Total Worldwide Blended ASP $1,355    
International ASP $1,415    
* based on non-GAAP revenues
 
Number of Doctors Cases were Shipped to:
 
Q2 10
   
North American Orthodontists 3,990    
North American GP Dentists 10,235    
International 4,165    
Total Doctors Cases were Shipped to Worldwide 18,390    
       
Doctor Utilization Rates*: Q2 10 Q1 10 Q2 09
North American Orthodontists 5.8 5.5 4.7
North American GP Dentists 2.8 2.6 2.2
International 3.8 3.7 3.6
Total Utilization Rate 3.7 3.5 3.0
* Utilization = # of cases shipped/# of doctors to whom cases were shipped
 
Number of Doctors Trained Worldwide: Q2 10 Cumulative  
North American Orthodontists 85 9,090  
North American GP Dentists 480 36,005  
International 395 16,675  
Total Doctors Trained Worldwide 960 61,770  
Total Invisalign Patients (cases shipped): Q2 10 Cumulative  
Number of Patients Treated or in Treatment (cases) 67,485 1,295,790  

Q3 Fiscal 2010 Business Outlook

For the third quarter of fiscal 2010 (Q3 10), Align Technology expects net revenues to be in a range of $92 million to $95 million. GAAP earnings per diluted share for Q3 10 is expected to be in a range of $0.16 to $0.18. Stock-based compensation expense for Q3 10 is expected to be approximately $4.6 million. A more comprehensive business outlook is available following the financial tables of this release.

Align Web Cast and Conference Call

Align Technology will host a conference call today, July 22, 2010 at 4:30 p.m. ET, 1:30 p.m. PT, to review its second quarter fiscal 2010 results, discuss future operating trends and business outlook. The conference call will also be web cast live via the Internet. To access the web cast, go to the "Events & Presentations" section under Company Information 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 for approximately 12 months. Additionally, a telephonic replay of the call can be accessed by dialing 877-660-6853 with account number 292 followed by # and conference number 353357 followed by #.  The replay must 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. ET on August 4, 2010.

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 teens. Align Technology was founded in March 1997 and received FDA clearance to market Invisalign in 1998. Today, the Invisalign product family includes Invisalign, Invisalign Teen, Invisalign Assist, Invisalign Express, and Vivera Retainers.

To learn more about Invisalign or to find an Invisalign trained doctor in your area, please visit www.invisalign.com or call 1-800-INVISIBLE.

About non-GAAP Financial Measures

To supplement our consolidated financial statements and our business outlook, we use the following non-GAAP financial measures: non-GAAP revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP profit from operations, non-GAAP net profit, and non-GAAP earnings per share, which exclude, as applicable, royalties associated with the settlement with Ormco, the effect of charges associated with restructurings, the impact of an insurance settlement and the release of previously deferred revenue of Invisalign Teen, and any related tax effects. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned "Business Outlook Summary" included at the end of this release.

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our "core operating performance". Management believes that "core operating performance" represents Align's performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from "core operating performance" certain expenditures, revenues and other items that may not be indicative of our operating performance including discrete cash and non-cash charges that are infrequent or one-time in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management's internal evaluation of period-to-period comparisons. We beli eve these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are provided to and used by our institutional investors and the analyst community to facilitate comparisons with prior and subsequent reporting periods.

Forward-Looking Statement

This news release, including the tables below, contains forward-looking statements, including statements regarding, certain business metrics for the third quarter of 2010, including anticipated revenue, gross margin, operating expense, operating income, earnings per share, case shipments and cash. Forward-looking statements contained in this news release and the tables below 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, difficulties predicting customer and consumer purchasing behavior, the willingness and ability of our customers to maintain and/or increase utilization 0;in sufficient numbers, the possibility that the development and release of new products does not proceed in accordance with the anticipated timeline, the possibility that the market for the sale of these new products may not develop as expected, the risks relating to Align's ability to sustain or increase profitability or revenue growth in future periods while controlling expenses, continued customer demand for Invisalign and new products, changes in consumer spending habits as a result of, among other things, prevailing economic conditions, levels of employment, salaries and wages and consumer confidence, the timing of case submissions from our doctors within a quarter, acceptance of Invisalign by consumers and dental professionals, 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, Align's ability to develop and succ essfully introduce new products and product enhancements, and the loss of key personnel. 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, 2009, which was filed with the Securities and Exchange Commission on February 26, 2010. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

ALIGN TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except per share data) 
         
         
  Three Months Ended Six Months Ended
  June 30,
2010
June 30,
2009
June 30,
2010
June 30,
2009
         
Net revenues  $ 108,196  $ 76,316  $ 198,286  $ 146,448
         
Cost of revenues  21,178  18,338  41,558  35,763
         
Gross profit  87,018  57,978  156,728  110,685
         
Operating expenses:        
Sales and marketing  28,939  29,108  56,885  56,962
General and administrative  15,005  16,539  29,956  30,007
Research and development  6,396  5,669  12,512  10,860
Restructuring   --   409  --  1,319
Insurance settlement  (8,666)  --  (8,666)  --
Total operating expenses  41,674  51,725  90,687  99,148
         
Profit from operations  45,344  6,253  66,041  11,537
         
Interest and other income (expense), net  156  557  (397)  705
         
Profit before income taxes  45,500  6,810  65,644  12,242
         
Provision for income taxes  12,897  2,265  18,111  5,061
         
Net profit   $ 32,603  $ 4,545  $ 47,533  $ 7,181
         
Net profit per share        
 - basic  $ 0.43  $ 0.07  $ 0.63  $ 0.11
 - diluted  $ 0.42  $ 0.07  $ 0.61  $ 0.11
         
Shares used in computing net profit per share        
 - basic  75,703  66,285  75,436  66,135
 - diluted  77,607  67,373  77,644  66,941
 
ALIGN TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 
(in thousands) 
     
  June 30,
2010
December 31,
2009
ASSETS    
     
Current assets:    
Cash and cash equivalents  $ 235,801  $ 166,487
Marketable securities, short-term  8,998  19,978
Accounts receivable, net  62,930  54,537
Inventories  2,487  2,046
Other current assets  20,881  18,251
Total current assets  331,097  261,299
     
Property and equipment, net  27,249  24,971
Goodwill and intangible assets, net  4,066  5,466
Deferred tax asset  44,171  61,535
Other long-term assets  2,109  1,969
     
Total assets  $ 408,692  $ 355,240
     
     
     
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
     
Current liabilities:    
Accounts payable  $ 5,316  $ 6,122
Accrued liabilities  41,455  42,822
Deferred revenue  27,036  32,299
Total current liabilities  73,807  81,243
     
Other long term liabilities  932  961
     
Total liabilities   74,739  82,204
     
Total stockholders' equity  333,953  273,036
     
Total liabilities and stockholders' equity   $ 408,692  $ 355,240
 
ALIGN TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP KEY FINANCIAL METRICS
       
       
Reconciliation of GAAP to Non-GAAP Net Revenues      
(in thousands)       
       
   Three Months Ended 
  June 30,
2010
March 31,
2010
June 30,
2009
       
Net revenues  $ 108,196  $ 90,090  $ 76,316
Teen deferred revenue release  (14,298)  --   -- 
Non-GAAP net revenues  $ 93,898  $ 90,090  $ 76,316
       
Reconciliation of GAAP to Non-GAAP Gross Profit      
(in thousands)       
   Three Months Ended 
  June 30,
2010
March 31,
2010
June 30,
2009
       
GAAP Gross profit  $ 87,018  $ 69,710  $ 57,978
Teen deferred revenue release  (14,298)  --   -- 
Ormco royalties  --   827  -- 
Non-GAAP Gross profit  $ 72,720  $ 70,537  $ 57,978
       
Reconciliation of GAAP to Non-GAAP Operating Expenses      
(in thousands)       
   Three Months Ended 
  June 30,
2010
March 31,
2010
June 30,
2009
       
GAAP Operating expenses  $ 41,674  $ 49,013  $ 51,725
Restructuring   --   --   (409)
Insurance settlement  8,666  --   --
Non-GAAP Operating expenses  $ 50,340  $ 49,013  $ 51,316
       
Reconciliation of GAAP to Non-GAAP Profit from Operations      
(in thousands)      
   Three Months Ended 
  June 30,
2010
March 31,
2010
June 30,
2009
       
GAAP Profit from Operations  $ 45,344  $ 20,697  $ 6,253
Teen deferred revenue release  (14,298)  --   -- 
Ormco royalties  --   827  -- 
Restructuring  --   --   409
Insurance settlement  (8,666)  --   -- 
Non-GAAP Profit from Operations  $ 22,380  $ 21,524  $ 6,662
       
Reconciliation of GAAP to Non-GAAP Net Profit       
(in thousands, except per share amounts)       
   Three Months Ended 
  June 30,
2010
March 31,
2010
June 30,
2009
       
GAAP Net profit   $ 32,603  $ 14,930  $ 4,545
Teen deferred revenue release  (14,298)  --   -- 
Ormco royalties  --   827  -- 
Restructuring  --   --   409
Insurance settlement  (8,666)  --   -- 
Tax effect on non-GAAP adjustments  6,816  (216)  (127)
Non-GAAP Net profit   $ 16,455  $ 15,541  $ 4,827
       
Diluted Net profit per share:      
GAAP  $ 0.42  $ 0.19  $ 0.07
Non-GAAP  $ 0.21  $ 0.20  $ 0.07
       
Shares used in computing diluted non-GAAP net profit per share  77,607  77,597  67,373
 
ALIGN TECHNOLOGY, INC.
BUSINESS OUTLOOK SUMMARY
(unaudited)

The outlook figures provided below and elsewhere in this press release are approximate in nature since Align's business outlook is difficult to predict. Align's future performance involves numerous risks and uncertainties and the company's results could differ materially from the outlook provided. Some of the factors that could affect Align's future financial performance and business outlook are set forth under "Forward Looking Information" above in this press release.

Financials   
(in millions, except per share amounts and percentages)
   
  Q3 2010
   
Net Revenue $92.0 - $95.0
   
Gross Profit $71.1 - $73.9
   
Gross Margin 77.3% - 77.8% 
   
Operating Expenses $52.5 - $53.5
   
Operating Margin 20.2% - 21.4%
   
Net Income per Diluted Share $0.16 - $0.18
   
Stock Based Compensation Expense:  
Cost of Revenues $0.4
Operating Expenses $4.2
Total Stock Based Compensation Expense $4.6
   
Business Metrics:  
  Q3 2010
Case Shipments 66K - 68K
Cash $255M - $260M
Capex $3.0M - $5.0M
Depreciation & Amortization $2.0M - $3.0M
Diluted Shares Outstanding 78M
   
Full Year 2010: FY 2010
   
Stock Based compensation $17.0M
Diluted Shares Outstanding 78M
CONTACT:  Align Technology, Inc.
          Investor Relations Contact
          Shirley Stacy
          (408) 470-1150
          sstacy@aligntech.com

          Ethos Communication, Inc.
          Press Contact
          Shannon Mangum Henderson
          (678) 261-7803
          align@ethoscommunication.com