| |
|---|
| 1. | Consolidated Financial Statements |
The following documents are filed as part of this Annual Report on Form 10-K:
| |
|---|
| |
| Report of Independent Registered Public Accounting Firm | 55 |
| Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011 | 56 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 | 57 |
| Consolidated Balance Sheets as of December 31, 2013 and 2012 | 58 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011 | 59 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 | 60 |
| Notes to Consolidated Financial Statements | 61 |
| |
|---|
| 2. | The following financial statement schedule is filed as part of this Annual Report on Form 10-K: |
Schedule II—Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance at Beginning of Period | | | | Additions (reductions) to Costs and Expenses | | | | Write offs | | | | Charged to Other Accounts 1 | | | | Reclass from Other Accounts | | | | Balance at End of Period | | |
| (in thousands) | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts and returns: | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2011 | $ | 1,247 | | | $ | 2,571 | | | $ | (2,316 | ) | | $ | — | | | $ | (2 | ) | | $ | 1,500 | |
| Year ended December 31, 2012 | $ | 1,500 | | | $ | 4,417 | | | $ | (2,735 | ) | | $ | — | | | $ | (15 | ) | | $ | 3,167 | |
| Year ended December 31, 2013 | $ | 3,167 | | | $ | 2,116 | | | $ | (3,550 | ) | | $ | — | | | $ | — | | | $ | 1,733 | |
| Valuation Allowance for deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2011 | $ | 6,079 | | | $ | (680 | ) | | $ | — | | | $ | 14,825 | | | $ | — | | | $ | 20,224 | |
| Year ended December 31, 2012 | $ | 20,224 | | | $ | 8,507 | | | $ | (1,675 | ) | | $ | — | | | $ | — | | | $ | 27,056 | |
| Year ended December 31, 2013 | $ | 27,056 | | | $ | 9,806 | | | $ | (1,754 | ) | | $ | — | | | $ | — | | | $ | 35,108 | |
| |
|---|
| 1 | For the year ended December 31, 2011, we increased the valuation allowance in connection with acquired deferred tax assets and non-U.S. net operating losses, which resulted in a corresponding increase to goodwill, related to the Cadent acquisition. |
| |
|---|
| (b) | The following Exhibits are included in this Annual Report on Form 10-K: |
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of registrant | Form S-1, as amended (File No. 333-49932) | 12/28/2000 | 3.1 | | |
| 3.2 | Amended and Restated Bylaws of registrant | Form 8-K | 2/29/2012 | 3.2 | | |
| 3.3 | Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock registrant | Form 8-K | 10/27/2005 | 3.1 | | |
| 4.1 | Form of Specimen Common Stock Certificate | Form S-1, as amended (File No. 333-49932) | 1/17/2001 | 4.1 | | |
| 4.2 | Preferred Stock Rights Agreement dated October 25 between the registrant and EquiServe Trust Company, N.A. | Form 8-K | 10/27/2005 | 4.1 | | |
| 10.1† | Registrant’s 2001 Stock Incentive Plan | Form S-1 as amended (File No. 333-49932) | 12/28/2000 | 10.13 | | |
| 10.2† | Form of option agreement under Align’s 2001 Stock Incentive Plan | Form 10-Q | 11/5/2004 | 10/13/2001 | | |
| 10.3† | Registrant’s Employee Stock Purchase Plan. | Form S-8 | 2/5/2001 | 99.2 | | |
| 10.4 | Align’s 2010 Employee Stock Purchase Plan | Form 8-K | 5/25/2010 | 10.2 | | |
| 10.5† | Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officers | Form S-1 as amended (File No. 333-49932) | 1/17/2001 | 10.15 | | |
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 10.6† | Amended and restated 2005 Incentive Plan (as amended May 19, 2011 | Form 8-K | 5/25/2010 | 10.1 | | |
| 10.7† | Form of restricted stock unit award agreement under registrant’s 2005 Incentive Plan (General Form; Officer Form: Director Form) | Form 10-Q | 11/5/2007 | 10.1A, 10.1B, 10.1C | | |
| 10.8† | Form of option award agreement under registrant’s 2005 Incentive Plan | Form 10-Q | 8/4/2005 | 10.4 | | |
| 10.9† | Form of restricted stock unit award agreement under registrant’s 2005 Incentive Plan with Thomas M. Prescott | Form 10-K | 3/12/2007 | 10.14C | | |
| 10.10† | Form of restricted stock unit award agreement amendment under registrant’s 2005 Incentive Plan with Thomas M. Prescott | Form 10-K | 3/12/2007 | 10.14D | | |
| 10.11† | Amended and Restated Employment Agreement dated November 8, 2012 between Thomas M. Prescott and registrant | Form 10-Q | 5/8/2008 | 10.3 | | |
| 10.12† | Form of Amended and Restated Employment Agreement entered into by and between registrant and each of executive officer (other than CEO) | Form 10-Q | 5/8/2008 | 10.2 | | |
| 10.13 | Credit Agreement dated March 22, 2013 between registrant and Wells Fargo National Association | Form 8-K | 3/27/2013 | 10.1 | | |
| 10.14 | Lease Agreement dated February 26, 2003 between KPMG FIDES (Costa Rica) S.A., Parque Global S.A.A. and registrant | Form 10-Q | 5/13/2003 | 10.36 | | |
| 10.15 | Omnibus Amendment to Lease and Service Agreement between KPMG FIDES (Costa Rica) S.A., Parque Global S.A. and Align dated June 24, 2008 | Form 8-K | 6/26/2008 | 10.1 | | |
| 10.16 | Lease Agreement between Align and Carr N.P. Properties, L.L.C. dated January 26, 2010 | Form 8-K | 1/29/2010 | 10.1 | | |
| 10.17 | Settlement Agreement dated as if August 16, 2009 between Align Technology, Inc. and Ormco Corporation | Form 10-Q/A | 2/24/2010 | 10.1 | | |
| 10.18 | Stock Purchase Agreement dated as of the 16th day of August by and between Align Technology, Inc. and Danaher Corporation | Form 10-Q | 11/5/2009 | 10.2 | | |
| 10.19†† | Joint Development, Marketing and Sales Agreement entered in as of August 16, 2009 by and between Align Technology, Inc. and Ormco Corporation | Form 10-Q/A | 2/24/2010 | 10.3 | | |
| 10.20† | Summary of 2013 Incentive Awards for Named Executive Officers. | Form 8-K | 2/8/2014 | | | |
| 10.21† | Form of Market Stock Unit Agreement (officer) | Form 8-K | 2/23/2011 | 10.1 | | |
| 10.22† | Form of Market Stock Unit Agreement (CEO) | Form 8-K | 2/23/2011 | 10.2 | | |
| 10.23† | Description of Executive Officer Incentive Plan | Form 8-K | 2/23/2011 | Item 5.02 | | |
| 10.24 | Agreement of Plan Merger between Registrant and Cadent Holdings, Inc. amongst other dated March 29, 2011 | Form 8-K | 4/1/2011 | 10.1 | | |
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 10.25 | Credit Agreement dated March 22, 2013 between Align Technology, Inc. and Wells Fargo Bank, National Association | Form 8-K | 3/27/2013 | 10.1 | | |
| 10.26 | Transition Agreement dated March 4, 2013 between Align Technology, Inc. and Kenneth B. Arola | Form 10-Q | 5/3/2013 | 10.1 | | |
| 10.27 | Offer Letter dated June 12, 2013 between Align Technology, Inc. and David L. White | Form 8-K | 7/18/2013 | 10.1 | | |
| 10.28 | Employment Agreement between Align Technology, Inc. and David L. White | Form 8-K | 8/5/2013 | 10.1 | | |
| 21.1 | Subsidiaries of Align Technology, Inc. | | | | | * |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | | * |
| 31.1 | Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | | | | | * |
| 31.2 | Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | | | | | * |
| 32 | 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 2003 | | | | | * |
| 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 | | | | | * |
| |
|---|
| |
| † | Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K. |
| †† | Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been filed with the SEC. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2014.
| |
|---|
| |
| |
| ALIGN TECHNOLOGY, INC. | |
| |
| By: | /S/ THOMAS M. PRESCOTT |
| Thomas M. Prescott |
| President and Chief Executive Officer |
Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Thomas M. Prescott, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | |
|---|
| | | | |
| | | | |
| Signature | | Title | | Date |
| | | | |
| /S/ THOMAS M. PRESCOTT Thomas M. Prescott | | President and Chief Executive Officer (Principal Executive Officer) | | February 28, 2014 |
| | | | |
| /S/ DAVID L.WHITE David L. White | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | February 28, 2014 |
| | | | |
| /S/ DAVID E. COLLINS David E. Collins | | Director | | February 28, 2014 |
| | | | |
| /S/ JOSEPH LACOB Joseph Lacob | | Director | | February 28, 2014 |
| | | | |
| /S/ C. RAYMOND LARKIN C. Raymond Larkin | | Director | | February 28, 2014 |
| | | | |
| /S/ GEORGE J. MORROW George J. Morrow | | Director | | February 28, 2014 |
| | | | |
| /S/ DAVID C. NAGEL David C. Nagel | | Director | | February 28, 2014 |
| | | | |
| /S/ ANDREA L. SAIA Andrea L. Saia | | Director | | February 28, 2014 |
| | | | |
| /S/ GREG J. SANTORA Greg J. Santora | | Director | | February 28, 2014 |
| | | | |
| /S/ WARREN S. THALER Warren S. Thaler | | Director | | February 28, 2014 |
Exhibit Index
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of registrant | Form S-1, as amended (File No. 333-49932) | 12/28/2000 | 3.1 | | |
| 3.2 | Amended and Restated Bylaws of registrant | Form 8-K | 2/29/2012 | 3.2 | | |
| 3.3 | Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock registrant | Form 8-K | 10/27/2005 | 3.1 | | |
| 4.1 | Form of Specimen Common Stock Certificate | Form S-1, as amended (File No. 333-49932) | 1/17/2001 | 4.1 | | |
| 4.2 | Preferred Stock Rights Agreement dated October 25 between the registrant and EquiServe Trust Company, N.A. | Form 8-K | 10/27/2005 | 4.1 | | |
| 10.1† | Registrant’s 2001 Stock Incentive Plan | Form S-1 as amended (File No. 333-49932) | 12/28/2000 | 10.13 | | |
| 10.2† | Form of option agreement under Align’s 2001 Stock Incentive Plan | Form 10-Q | 11/5/2004 | 10/13/2001 | | |
| 10.3† | Registrant’s Employee Stock Purchase Plan | Form S-8 | 2/5/2001 | 99.2 | | |
| 10.4 | Align’s 2010 Employee Stock Purchase Plan | Form 8-K | 5/25/2010 | 10.2 | | |
| 10.5† | Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officers | Form S-1 as amended (File No. 333-49932) | 1/17/2001 | 10.15 | | |
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 10.6† | Amended and restated 2005 Incentive Plan (as amended May 16, 2013) | DEF 14A | 4/18/2013 | Exhibit B | | |
| 10.7† | Form of restricted stock unit award agreement under registrant’s 2005 Incentive Plan (General Form; Officer Form: Director Form) | Form 10-Q | 11/5/2007 | 10.1A, 10.1B, 10.1C | | |
| 10.8† | Form of option award agreement under registrant’s 2005 Incentive Plan | Form 10-Q | 8/4/2005 | 10.4 | | |
| 10.9† | Form of restricted stock unit award agreement under registrant’s 2005 Incentive Plan with Thomas M. Prescott | Form 10-K | 3/12/2007 | 10.14C | | |
| 10.10† | Form of restricted stock unit award agreement amendment under registrant’s 2005 Incentive Plan with Thomas M. Prescott | Form 10-K | 3/12/2007 | 10.14D | | |
| 10.11† | Amended and Restated Employment Agreement dated November 8, 2012 between Thomas M. Prescott and registrant | Form 10-Q | 5/8/2008 | 10.3 | | |
| 10.12† | Form of Amended and Restated Employment Agreement entered into by and between registrant and each of executive officer (other than CEO) | Form 10-Q | 5/8/2008 | 10.2 | | |
| 10.13 | Credit Agreement dated March 22, 2013 between registrant and Wells Fargo National Association | Form 8-K | 3/27/2013 | 10.1 | | |
| 10.14 | Lease Agreement dated February 26, 2003 between KPMG FIDES (Costa Rica) S.A., Parque Global S.A.A. and registrant | Form 10-Q | 5/13/2003 | 10.36 | | |
| 10.15 | Omnibus Amendment to Lease and Service Agreement between KPMG FIDES (Costa Rica) S.A., Parque Global S.A. and Align dated June 24, 2008 | Form 8-K | 6/26/2008 | 10.1 | | |
| 10.16 | Lease Agreement between Align and Carr N.P. Properties, L.L.C. dated January 26, 2010 | Form 8-K | 1/29/2010 | 10.1 | | |
| 10.17 | Settlement Agreement dated as if August 16, 2009 between Align Technology, Inc. and Ormco Corporation | Form 10-Q/A | 2/24/2010 | 10.1 | | |
| 10.18 | Stock Purchase Agreement dated as of the 16th day of August by and between Align Technology, Inc. and Danaher Corporation | Form 10-Q | 11/5/2009 | 10.2 | | |
| 10.19†† | Joint Development, Marketing and Sales Agreement entered in as of August 16, 2009 by and between Align Technology, Inc. and Ormco Corporation | Form 10-Q/A | 2/24/2010 | 10.3 | | |
| | | | | | |
|---|
| | | | | | |
| Exhibit Number | Description | Form | Date | Exhibit Number Incorporated by reference herein | | Filed herewith |
| 10.20† | Summary of 2013 Incentive Awards for Named Executive Officers. | Form 8-K | 2/8/2014 | | | |
| 10.21† | Form of Market Stock Unit Agreement (officer) | Form 8-K | 2/23/2011 | 10.1 | | |
| 10.22† | Form of Market Stock Unit Agreement (CEO) | Form 8-K | 2/23/2011 | 10.2 | | |
| 10.23† | Description of Executive Officer Incentive Plan | Form 8-K | 2/23/2011 | Item 5.02 | | |
| 10.24 | Agreement of Plan Merger between Registrant and Cadent Holdings, Inc. amongst other dated March 29, 2011 | Form 8-K | 4/1/2011 | 10.1 | | |
| 10.25 | Credit Agreement dated March 22, 2013 between Align Technology, Inc. and Wells Fargo Bank, National Association | Form 8-K | 3/27/2013 | 10.1 | | |
| 10.26 | Transition Agreement dated March 4, 2013 between Align Technology, Inc. and Kenneth B. Arola | Form 10-Q | 5/3/2013 | 10.1 | | |
| 10.27 | Offer Letter dated June 12, 2013 between Align Technology, Inc. and David White | Form 8-K | 7/18/2013 | 10.1 | | |
| 10.28 | Employment Agreement between Align Technology, Inc. and David L. White | Form 8-K | 8/5/2013 | 10.1 | | |
| 21.1 | Subsidiaries of Align Technology, Inc. | | | | | * |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | | * |
| 31.1 | Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | | | | | * |
| 31.2 | Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | | | | | * |
| 32 | 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 2003 | | | | | * |
| 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 | | | | | * |
| |
|---|
| |
| † | Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K. |
| †† | Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been filed with the SEC. |
filings.tools