Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-32259 | |
Entity Registrant Name | ALIGN TECHNOLOGY INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3267295 | |
Entity Address, Address Line One | 2820 Orchard Parkway | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
City Area Code | 408 | |
Local Phone Number | 470-1000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | ALGN | |
Security Exchange Name | NASDAQ | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Central Index Key | 0001097149 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 78,762,958 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Other Commitments On January 15, 2019, we entered into a Purchase Agreement to purchase five floors of a building under construction in Petach Tivka, Israel for a purchase price of approximately $27.0 million with an option to purchase additional three floors with progress payments due through 2020. During the fourth quarter of 2019, we exercised the option to purchase three additional floors and purchased one additional floor in the building for a purchase price of approximately $24.4 million. As of March 31, 2020, we have a remaining commitment of $21.4 million which is expected to be paid in 2020. On October 3, 2019, we entered into a Promotional Rights Agreement (the “Agreement”) for $36.0 million with a third-party which includes certain advertising and media coverage. The expense related to the Agreement will be incurred over the period of April 1, 2020 through March 31, 2023. Off-Balance Sheet Arrangements As of March 31, 2020, we had no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources other than certain items disclosed in Note 10 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K. Indemnification Provisions In the normal course of business to facilitate transactions in our services and products, we indemnify certain parties: customers, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, services to be provided by us and intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, we have a limited history of prior indemnification claims and the payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows or financial position. However, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period. As of March 31, 2020, we did not have any material indemnification claims that were probable or reasonably possible. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenues | $ 550,963 | $ 548,971 |
Cost of net revenues | 156,607 | 146,875 |
Gross profit | 394,356 | 402,096 |
Operating expenses: | ||
Selling, general and administrative | 282,906 | 247,110 |
Research and development | 41,532 | 37,503 |
Impairments and other charges | 0 | 29,782 |
Total operating expenses | 324,438 | 314,395 |
Income from operations | 69,918 | 87,701 |
Interest income | 1,986 | 2,633 |
Other income (expense), net | (18,549) | (5,746) |
Net income before provision for (benefit from) income taxes and equity in losses of investee | 53,355 | 84,588 |
Provision for (benefit from) income taxes | (1,464,776) | 8,796 |
Equity in losses of investee, net of tax | 0 | 3,944 |
Net income | $ 1,518,131 | $ 71,848 |
Net income per share: | ||
Basic (in usd per share) | $ 19.32 | $ 0.90 |
Diluted (in usd per share) | $ 19.21 | $ 0.89 |
Shares used in computing net income per share: | ||
Basic (in shares) | 78,592 | 79,860 |
Diluted (in shares) | 79,028 | 80,687 |
Interest Income and Other Income (Expense), Net | $ (16,563) | $ (3,113) |
Asset Impairment Charges | $ 0 | $ (29,782) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 1,518,131 | $ 71,848 |
Net change in foreign currency translation adjustment | 689 | 409 |
Change in unrealized gains (losses) on investments, net of tax | (194) | 84 |
Other comprehensive income | 495 | 493 |
Comprehensive income | $ 1,518,626 | $ 72,341 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 790,696 | $ 550,425 |
Short-term investments: | 0 | 318,202 |
Accounts receivable, net of allowance for doubtful accounts of $11,057 and $6,756, respectively | 533,004 | 550,291 |
Inventories | 120,977 | 112,051 |
Prepaid expenses and other current assets | 131,848 | 102,450 |
Total current assets | 1,576,525 | 1,633,419 |
Property, plant and equipment, net | 663,491 | 631,730 |
Operating lease right-of-use assets, net | 70,366 | 56,244 |
Goodwill and intangible assets, net | 73,751 | 75,692 |
Other assets | 29,566 | 39,610 |
Total assets | 3,964,840 | 2,500,702 |
Current liabilities: | ||
Accounts payable | 72,690 | 87,250 |
Accrued liabilities | 259,459 | 319,958 |
Deferred revenues | 578,537 | 563,762 |
Total current liabilities | 910,686 | 970,970 |
Income tax payable | 109,128 | 102,794 |
Operating Lease, Liability, Noncurrent | 53,745 | 43,463 |
Other long-term liabilities | 38,292 | 37,306 |
Total liabilities | 1,111,851 | 1,154,533 |
Commitments and contingencies (Notes 8 and 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value (5,000 shares authorized; none issued) | 0 | 0 |
Common stock, $0.0001 par value (200,000 shares authorized; 78,759 and 78,433 issued and outstanding, respectively) | 8 | 8 |
Additional paid-in capital | 895,131 | 906,937 |
Accumulated other comprehensive income (loss), net | (193) | (688) |
Retained earnings | 1,958,043 | 439,912 |
Total stockholders’ equity | 2,852,989 | 1,346,169 |
Total liabilities and stockholders’ equity | 3,964,840 | 2,500,702 |
Deferred Income Tax Assets, Net | $ 1,551,141 | $ 64,007 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 11,057 | $ 6,756 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000 | 200,000 |
Common stock, shares issued | 78,759 | 78,433 |
Common stock, shares outstanding | 78,759 | 78,433 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss), Net | Retained Earnings |
Beginning Balance (in shares) at Dec. 31, 2018 | 79,778 | ||||
Beginning Balance at Dec. 31, 2018 | $ 1,252,891 | $ 8 | $ 877,514 | $ (2,774) | $ 378,143 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 71,848 | 71,848 | |||
Net change in unrealized gains (losses) from investments | 84 | 84 | |||
Net change in foreign currency translation adjustment | 409 | 409 | |||
Issuance of common stock relating to employee equity compensation plans (in shares) | 427 | ||||
Issuance of common stock relating to employee equity compensation plans | 9,609 | 9,609 | |||
Tax withholdings related to net share settlements of equity awards | (50,181) | (50,181) | |||
Common stock repurchased and retired (shares) | (205) | ||||
Stock Repurchased and Retired During Period, Value | (50,000) | (2,030) | (47,970) | ||
Stock-based compensation | 21,044 | 21,044 | |||
Ending Balance (in shares) at Mar. 31, 2019 | 80,000 | ||||
Ending Balance at Mar. 31, 2019 | 1,255,704 | $ 8 | 855,956 | (2,281) | 402,021 |
Beginning Balance (in shares) at Dec. 31, 2018 | 79,778 | ||||
Beginning Balance at Dec. 31, 2018 | 1,252,891 | $ 8 | 877,514 | (2,774) | 378,143 |
Ending Balance (in shares) at Dec. 31, 2019 | 78,433 | ||||
Ending Balance at Dec. 31, 2019 | 1,346,169 | $ 8 | 906,937 | (688) | 439,912 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,518,131 | 1,518,131 | |||
Net change in unrealized gains (losses) from investments | (194) | (194) | |||
Net change in foreign currency translation adjustment | 689 | 689 | |||
Issuance of common stock relating to employee equity compensation plans (in shares) | 326 | ||||
Issuance of common stock relating to employee equity compensation plans | 10,662 | 10,662 | |||
Tax withholdings related to net share settlements of equity awards | (45,395) | (45,395) | |||
Stock-based compensation | 22,927 | 22,927 | |||
Ending Balance (in shares) at Mar. 31, 2020 | 78,759 | ||||
Ending Balance at Mar. 31, 2020 | $ 2,852,989 | $ 8 | $ 895,131 | $ (193) | $ 1,958,043 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | $ 1,518,131,000 | $ 71,848,000 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Deferred taxes | (1,487,154,000) | 7,586,000 | ||
Depreciation and amortization | 20,738,000 | 18,316,000 | ||
Non-cash operating lease cost | 5,546,000 | 4,362,000 | ||
Impairments on equity investments | 0 | 28,498,000 | ||
Impairments on long-lived assets | 2,900,000 | 3,975,000 | ||
Gain from sale of equity method investment | $ (15,800,000) | |||
Share-based Compensation | 22,927,000 | 21,044,000 | ||
Equity in losses of investee | 0 | 3,944,000 | ||
Other non-cash operating activities | 12,566,000 | 5,101,000 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 13,761,000 | (42,743,000) | ||
Inventories | (10,496,000) | (13,280,000) | ||
Prepaid expenses and other assets | (37,244,000) | (35,033,000) | ||
Accounts payable | (12,034,000) | 1,470,000 | ||
Accrued and other long-term liabilities | (69,103,000) | (5,183,000) | ||
Long-term income tax payable | 6,354,000 | 4,808,000 | ||
Deferred revenues | 22,892,000 | 42,494,000 | ||
Net cash provided by operating activities | 9,784,000 | 117,207,000 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property, plant and equipment | (46,085,000) | $ (24,400,000) | (35,261,000) | |
Purchase of marketable securities | (5,341,000) | (125,823,000) | ||
Proceeds from maturities of marketable securities | 42,641,000 | 80,306,000 | ||
Proceeds from sales of marketable securities | 278,817,000 | 8,727,000 | ||
Repayment on unsecured promissory note | 4,419,000 | 0 | ||
Other investing activities | 1,760,000 | (2,367,000) | ||
Net cash provided by (used in) investing activities | 276,211,000 | (74,418,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock | 10,662,000 | 9,609,000 | ||
Common stock repurchases | 0 | (50,000,000) | ||
Payroll taxes paid upon the vesting of equity awards | (45,395,000) | (50,181,000) | ||
Proceeds from (Payments for) Other Financing Activities | 0 | (2,190,000) | ||
Net cash used in financing activities | (34,733,000) | (92,762,000) | ||
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (11,007,000) | 1,089,000 | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 240,255,000 | (48,884,000) | ||
Cash, cash equivalents, and restricted cash at beginning of the period | 551,134,000 | $ 588,682,000 | 637,566,000 | |
Cash, cash equivalents, and restricted cash at end of the period | $ 791,389,000 | $ 551,134,000 | $ 588,682,000 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories consist of the following (in thousands): March 31, December 31, Raw materials $ 59,136 $ 54,947 Work in process 35,627 30,974 Finished goods 26,214 26,130 Total inventories $ 120,977 $ 112,051 Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Tax related receivables $ 50,866 $ 41,252 Prepaid software and maintenance 29,182 7,128 Current promissory note 1 27,914 25,005 Other prepaid expenses and current assets 19,624 24,637 Other current receivables 4,262 4,428 Total prepaid expenses and other current assets $ 131,848 $ 102,450 1 Refer to Note 4“Equity Method Investments” of the Notes to Condensed Consolidated Financial Statements for more information. Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued payroll and benefits $ 87,526 $ 162,486 Accrued expenses 50,669 55,529 Current operating lease liabilities 20,225 15,737 Accrued fixed assets 18,781 9,167 Accrued income taxes 15,324 14,130 Accrued professional fees 12,738 10,410 Others 54,196 52,499 Total accrued liabilities $ 259,459 $ 319,958 We regularly review the balance for accrued warranty and update based on historical warranty trends. Actual warranty costs incurred have not materially differed from those accrued; however, future actual warranty costs could differ from the estimated amounts. Warranty accrual consists of the following activity (in thousands): Three Months Ended 2020 2019 Balance at beginning of period $ 11,205 $ 8,551 Charged to cost of net revenues 3,724 3,133 Actual warranty expenditures (3,140) (1,451) Balance at end of period $ 11,789 $ 10,233 Deferred revenues consist of the following (in thousands): March 31, December 31, Deferred revenues - current $ 578,537 $ 563,762 Deferred revenues - long-term 1 $ 36,628 $ 35,503 1 Included in other long-term liabilities within our Condensed Consolidated Balance Sheet During the three months ended March 31, 2020 and 2019, we recognized $551.0 million and $549.0 million of revenue, respectively, of which $95.5 million a nd $68.4 million was included in the deferred revenues balance at December 31, 2019 and 2018, respectively. one |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The supplemental cash flow information consists of the following (in thousands): Three Months Ended 2020 2019 Non-cash investing and financing activities: Fixed assets acquired with accounts payable or accrued liabilities $ 24,121 $ 13,113 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,236 $ 3,820 Financing cash flows from finance leases $ — $ 2,190 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 21,602 $ 15,984 Finance leases $ — $ 51,064 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, December 31, Raw materials $ 59,136 $ 54,947 Work in process 35,627 30,974 Finished goods 26,214 26,130 Total inventories $ 120,977 $ 112,051 |
Schedule of Prepaid Expense and Other Assets | March 31, December 31, Tax related receivables $ 50,866 $ 41,252 Prepaid software and maintenance 29,182 7,128 Current promissory note 1 27,914 25,005 Other prepaid expenses and current assets 19,624 24,637 Other current receivables 4,262 4,428 Total prepaid expenses and other current assets $ 131,848 $ 102,450 1 Refer to Note 4“Equity Method Investments” of the Notes to Condensed Consolidated Financial Statements for more information. |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued payroll and benefits $ 87,526 $ 162,486 Accrued expenses 50,669 55,529 Current operating lease liabilities 20,225 15,737 Accrued fixed assets 18,781 9,167 Accrued income taxes 15,324 14,130 Accrued professional fees 12,738 10,410 Others 54,196 52,499 Total accrued liabilities $ 259,459 $ 319,958 |
Schedule of Warranty Accrual | We regularly review the balance for accrued warranty and update based on historical warranty trends. Actual warranty costs incurred have not materially differed from those accrued; however, future actual warranty costs could differ from the estimated amounts. Warranty accrual consists of the following activity (in thousands): Three Months Ended 2020 2019 Balance at beginning of period $ 11,205 $ 8,551 Charged to cost of net revenues 3,724 3,133 Actual warranty expenditures (3,140) (1,451) Balance at end of period $ 11,789 $ 10,233 |
Schedule of Deferred Revenues | Deferred revenues consist of the following (in thousands): March 31, December 31, Deferred revenues - current $ 578,537 $ 563,762 Deferred revenues - long-term 1 $ 36,628 $ 35,503 1 Included in other long-term liabilities within our Condensed Consolidated Balance Sheet |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The supplemental cash flow information consists of the following (in thousands): Three Months Ended 2020 2019 Non-cash investing and financing activities: Fixed assets acquired with accounts payable or accrued liabilities $ 24,121 $ 13,113 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,236 $ 3,820 Financing cash flows from finance leases $ — $ 2,190 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 21,602 $ 15,984 Finance leases $ — $ 51,064 |
Balance Sheet Components Warran
Balance Sheet Components Warranty Accrual Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 11,205 | $ 8,551 |
Charged to cost of net revenues | 3,724 | 3,133 |
Actual warranty expenditures | (3,140) | (1,451) |
Balance at end of period | $ 11,789 | $ 10,233 |
Common Stock Repurchase Program
Common Stock Repurchase Programs - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | May 31, 2018 | |
ALGNMay2018 Repurchase [Member] | ||||
Share Repurchases [Line Items] | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 100,000 | |||
May 2018 Repurchase Program | ||||
Share Repurchases [Line Items] | ||||
Accelerated share repurchase (shares) | 0.8 | 0.1 | ||
Share repurchase price (in dollars per share) | $ 264.93 | $ 356.54 | ||
Repurchased | $ 200,000 | $ 50,000 | ||
Value of repurchased common stock | $ 600,000 | |||
2018 ASR | ||||
Share Repurchases [Line Items] | ||||
Accelerated share repurchase (shares) | 0.2 | |||
Share repurchase price (in dollars per share) | $ 213.18 | |||
Repurchased | $ 50,000 | |||
2019 ASR | ||||
Share Repurchases [Line Items] | ||||
Accelerated share repurchase (shares) | 1.1 | |||
Share repurchase price (in dollars per share) | $ 176.61 | |||
Repurchased | $ 200,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Non-cash investing and financing activities: | ||
Fixed assets acquired with accounts payable or accrued liabilities | $ 24,121 | $ 13,113 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 6,236 | 3,820 |
Financing cash flows from finance leases | 0 | 2,190 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 21,602 | 15,984 |
Finance leases | $ 0 | $ 51,064 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Align Technology, Inc. (“we”, “our”, or “Align”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and contains all adjustments, including normal recurring adjustments, necessary to state fairly our results of operations for the three months ended March 31, 2020 and 2019, our comprehensive income for the three months ended March 31, 2020 and 2019, our financial position as of March 31, 2020, our stockholders’ equity for the three months ended March 31, 2020 and 2019, and our cash flows for the three months ended March 31, 2020 and 2019. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from the December 31, 2019 audited financial statements. It does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other future period, and we make no representations related thereto. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the U.S. requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, useful lives of intangible assets and property and equipment, long-lived assets and goodwill, income taxes and contingent liabilities, the fair values of financial instruments, stock-based compensation, unsecured promissory note receivable, and valuation of investments in privately held companies among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Certain Risks and Uncertainties Due to the COVID-19 pandemic, we are subject to a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies. As COVID-19 continues to develop, we may make changes to these estimates and judgments, which could result in meaningful impacts to our financial statements in future periods. The extent and duration of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the response to the pandemic is in its incipient stages and information is rapidly evolving. Because COVID-19 spreads readily through airways in nasal passages and the mouth, our principal customers, dentists and orthodontists and their patients, have been a primary focus of the protective and preventative efforts. For instance, in many countries, governments and dental regulatory associations acted quickly to prohibit non-essential dental procedures; thereby preventing our customers from conducting most or all business activities and materially adversely harming our sales and sales efforts. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, all of which are uncertain and cannot be predicted. Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that we may undertake to address financial and operations challenges faced by our customers. Additionally, the uncertainty of future results and cash flows may impact our significant assumptions and estimates including the collectability of accounts and other receivables and realization of our deferred tax assets. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain. Recent Accounting Pronouncements (i) New Accounting Updates Recently Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, “ Financial Instruments - Credit Losses ” (Topic 326) to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, “ Codification Improvements to Topic 326, Financial Instruments - Credit Losses ” which clarifies the scope of guidance in the ASU 2016-13 . The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. We adopted this standard in the first quarter of fiscal year 2020 which did not have a material impact on our condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amendments in this update, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis. We adopted this standard in the first quarter of fiscal year 2020 which did not have any impact on our condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis. We adopted this standard in the first quarter of fiscal year 2020 which did not have any impact on our condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” to clarify the guidance on the costs of implementing a cloud computing hosting arrangement that is a service contract. Under the amendments in this update, the entity is required to follow the guidance in Subtopic 350-40, Internal-Use Software , to determine which implementation costs under the service contract to be capitalized as an asset and which costs to expense. The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 either on a retrospective or prospective basis. We adopted this standard in the first quarter of fiscal year 2020 on a prospective basis which did not have any impact on our condensed consolidated financial statements and related disclosures. (ii) Recent Accounting Updates Not Yet Effective In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes,” to enhance and simplify various aspects of the income tax accounting guidance. The amendment removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments are effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures; however, we anticipate the adoption of the guidance will not have a material impact to our consolidated financial statements and related disclosures. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Marketable Securities We have no short-term or long-term marketable securities as of March 31, 2020. As of December 31, 2019, the estimated fair value of our short-term marketable securities, classified as available for sale, are as follows (in thousands): December 31, 2019 Amortized Gross Gross Fair Value Corporate bonds 210,891 142 (27) 211,006 U.S. government treasury bonds 70,587 65 (2) 70,650 U.S. government agency bonds 22,085 17 (1) 22,101 Commercial paper 14,426 — — 14,426 Certificates of deposit 19 — — 19 Total marketable securities, short-term $ 318,008 $ 224 $ (30) $ 318,202 We had no long-term marketable securities as of December 31, 2019. Cash equivalents are not included in the tables above as the gross unrealized gains and losses are not material. We have no short-term marketable securities that have been in a continuous material unrealized loss position for greater than twelve months as of December 31, 2019. Amounts reclassified to earnings from accumulated other comprehensive income (loss), net related to unrealized gains or losses were not material for the three months ended March 31, 2020 and 2019. For the three months ended March 31, 2020 and 2019, realized gains or losses were not material. Our fixed-income securities investment portfolio consists of investments that can have a maximum effective maturity of up to 40 months on any individual security. The securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss which are primarily due to changes in interest rates and credit spreads. We expect to realize the full value of all these investments upon maturity or sale. The weighted average remaining duration of these securities was approximately seven months as of December 31, 2019. As the carrying value approximates the fair value for our short-term marketable securities shown in the table above, the fair value of our short-term marketable securities as of December 31, 2019 had a contractual maturity one year or less. Fair Value Measurements The following tables summarize our financial assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands): Description Balance as of Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 36,683 $ 36,683 $ — $ — Prepaid expenses and other current assets: Israeli funds 3,293 — 3,293 — Current unsecured promissory note 27,914 — — 27,914 $ 67,890 $ 36,683 $ 3,293 $ 27,914 Description Balance as of December 31, 2019 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 236,923 $ 236,923 $ — $ — Short-term investments: Corporate bonds 211,006 — 211,006 — Commercial paper 14,426 — 14,426 — U.S. government treasury bonds 70,650 70,650 — — U.S. government agency bonds 22,101 — 22,101 — Certificates of deposit 19 — 19 — Prepaid expenses and other current assets: Israeli funds 3,226 — 3,226 — Current unsecured promissory note 25,005 — — 25,005 Other assets: Long-term unsecured promissory note 7,328 — — 7,328 $ 590,684 $ 307,573 $ 250,778 $ 32,333 The unsecured promissory note that was entered into in 2019 is classified as Level 3 in our fair value hierarchy as financial information of third parties may not be timely available and consequently we estimate the fair value based on the best available information at the measurement date. The original amount of the note was $54.2 million which has decreased due to payments received. Refer to Note 4 “Equity Method Investments” of the Notes to Condensed Consolidated Financial Statements for more information. Investments in Privately Held Companies Our investments in equity securities of privately held companies without readily determinable fair values were $3.0 million and $5.9 million as of March 31, 2020 and December 31, 2019, respectively, and are reported as nonrecurring investments within other assets in our Condensed Consolidated Balance Sheet. Our investments in equity securities are considered Level 3 in the fair value hierarchy since the investments are in private companies without quoted market prices and we adjust the carrying value based on observable price changes. During the three months ended March 31, 2020 and March 31, 2019, we recorded impairment losses of $2.9 million and $4.0 million, respectively, resulting from observable price changes. Derivatives Not Designated as Hedging Instruments Recurring foreign currency forward contracts We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on certain trade and intercompany receivables and payables. These forward contracts are classified within Level 2 of the fair value hierarchy. The net gain from the settlement of foreign currency forward contracts during the three months ended March 31, 2020 was $15.6 million and the net gain from the settlement of foreign currency forward contracts during the three months ended March 31, 2019 was not material. As of March 31, 2020 and December 31, 2019, the fair value of foreign exchange forward contracts outstanding was not material. The following table presents the gross notional value of all our foreign exchange forward contracts outstanding as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Local Currency Amount Notional Contract Amount (USD) Euro €67,500 $ 74,274 Chinese Yuan ¥517,000 72,825 Canadian Dollar C$47,000 33,103 British Pound £23,200 28,894 Brazilian Real R$150,000 28,765 Japanese Yen ¥2,685,000 24,916 Israeli Shekel ILS26,000 7,349 Mexican Peso M$160,000 6,840 Australian Dollar A$5,500 3,375 $ 280,341 December 31, 2019 Local Currency Amount Notional Contract Amount (USD) Euro €97,000 $ 108,870 Chinese Yuan ¥431,000 60,702 Canadian Dollar C$52,000 39,802 British Pound £28,000 36,770 Brazilian Real R$130,000 32,185 Japanese Yen ¥3,000,000 27,604 Israeli Shekel ILS63,700 18,439 Mexican Peso M$140,000 7,398 Australian Dollar A$3,000 2,101 $ 333,871 Other foreign currency forward contract During the three months ended March 31, 2020, in anticipation for the closing of the exocad Global Holdings GmbH ("exocad") acquisition on April 1, 2020, we entered into a Euro foreign currency forward contract with a notional contract amount of €376.0 million. During the three months ended March 31, 2020, we recognized an unrealized loss of $9.2 million within other income (expense), net in our Condensed Consolidated Statement of Operation as a result of the forward contract's fair value as of March 31, 2020. |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments On July 25, 2016, we acquired a 17% equity interest, on a fully diluted basis, in SmileDirectClub, LLC (“SDC”) for $46.7 million. Concurrently with the investment, we also entered into a supply agreement to manufacture clear aligners for SDC, which expired on December 31, 2019. The sale of aligners to SDC and the income from the supply agreement are reported in our Clear Aligner business segment. On July 24, 2017, we purchased an additional 2% equity interest in SDC for $12.8 million. The investment was accounted for as an equity method investment and recorded in our Condensed Consolidated Balance Sheet. We recorded our proportional share of SDC’s losses within equity in losses of investee, net of tax, in our Condensed Consolidated Statement of Operations. As a result of the arbitrator’s decision regarding SDC announced on March 5, 2019, we were ordered to tender our SDC equity interest by April 3, 2019 for a purchase price equal to the “capital account” balance as of October 31, 2017 under the terms of the investment. In April 2019, based on the “capital account” value provided by SDC, we entered into an unsecured promissory note with SDC to receive $54.2 million through February 1, 2021 in exchange for the tender of our membership interests. As a result, we derecognized the equity method investment balance of $38.4 million in exchange for an unsecured promissory note of $54.2 million and we recorded the difference of $15.8 million as a gain in the second quarter of 2019 in other income in our Condensed Consolidated Statement of Operations. Although we tendered our membership interests pursuant to the arbitrator’s decision, the parties did not agree on the amount of the “capital account” balance as of October 31, 2017 or the appropriate repurchase price for the membership units. On July 3, 2019, we filed a demand for arbitration regarding SDC’s calculation of the “capital account” balance. The arbitration proceeding remains pending (Refer to Note 8 “Legal Proceedings” of the Notes to Condensed Consolidated Financial Statements |
Goodwill and Long-lived Assets
Goodwill and Long-lived Assets | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The change in the carrying value of goodwill for the three months ended March 31, 2020, all attributable to our Clear Aligner reporting unit, is as follows (in thousands): Total Balance as of December 31, 2019 $ 63,924 Adjustments 1 (640) Balance as of March 31, 2020 $ 63,284 1 Adjustments were related to foreign currency translation within the measurement period. During the fourth quarter of fiscal 2019, we performed the annual goodwill impairment testing and found no impairment as the fair value of our Clear Aligner reporting unit was significantly in excess of the carrying value. Intangible Long-Lived Assets Acquired intangible long-lived assets are being amortized as follows (in thousands): Weighted Average Amortization Period Gross Carrying Amount as of March 31, 2020 Accumulated Amortization Accumulated Impairment Loss Net Carrying Trademarks 15 $ 7,100 $ (2,080) $ (4,179) $ 841 Existing technology 13 12,600 (5,972) (4,328) 2,300 Customer relationships 11 33,500 (18,870) (10,751) 3,879 Reacquired rights 3 7,500 (7,500) — — Patents 8 6,796 (3,377) — 3,419 Other 2 618 (590) — 28 Total intangible assets $ 68,114 $ (38,389) $ (19,258) $ 10,467 Weighted Average Amortization Period Gross Carrying Accumulated Amortization Accumulated Impairment Loss Net Carrying Trademarks 15 $ 7,100 $ (2,045) $ (4,179) $ 876 Existing technology 13 12,600 (5,831) (4,328) 2,441 Customer relationships 11 33,500 (18,405) (10,751) 4,344 Reacquired rights 3 7,500 (7,059) — 441 Patents 8 6,796 (3,165) — 3,631 Other 2 618 (583) — 35 Total intangible assets $ 68,114 $ (37,088) $ (19,258) $ 11,768 The total estimated annual future amortization expense for these acquired intangible assets as of March 31, 2020 is as follows (in thousands): Fiscal Year Ending December 31, Amortization Remainder of 2020 $ 2,544 2021 3,372 2022 2,116 2023 1,495 2024 555 Thereafter 385 Total $ 10,467 Amortization expense for the three months ended March 31, 2020 and 2019 was $1.3 million and $1.5 million, respectively. |
Credit Facilities
Credit Facilities | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Credit Facilities | Credit FacilityOn February 27, 2018, we entered into a credit facility for a $200.0 million revolving line of credit, with a $50.0 million letter of credit sublimit, and a maturity date of February 27, 2021. The credit facility requires us to comply with specific financial conditions and performance requirements. The loans bear interest, at our option, at either a rate based on the reserve adjusted LIBOR for the applicable interest period or a base rate, in each case plus a margin. The base rate is the highest of the credit facility’s publicly announced prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.0%. The margin ranges from 1.25% to 1.75% for LIBOR loans and 0.25% to 0.75% for base rate loans. Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period (and at three month intervals if the interest period exceeds three months) in the case of LIBOR loans. Principal, together with accrued and unpaid interest, is due on the maturity date. As of March 31, 2020, we had no outstanding borrowings under this credit facility and were in compliance with the conditions and performance requirements. |
Impairments and Other (Gains) C
Impairments and Other (Gains) Charges | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Impairments and Other (Gains) Charges | Impairments and Other Charges On March 5, 2019, we announced the outcome of the arbitration regarding SDC (Refer to Note 8 “Legal Proceedings” of the Notes to Condensed Consolidated Financial Statements for SDC legal proceedings discussion) which required Align to close its Invisalign stores and tender Align’s equity interest in SDC by April 3, 2019. Accordingly, Align evaluated the ongoing value of the Invisalign stores’ operating lease right-of-use assets and related leasehold improvements and other fixed assets in accordance with ASC 360, Property, Plant and Equipment . Based on the evaluation, Align determined that the carrying value of these assets were not recoverable. Align evaluated the fair value of these assets in accordance with ASC 820, Fair Value Measurement, and we considered the market participant’s ability to generate economic benefits by using these assets in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. As a result, in the first quarter of 2019, we recorded impairment losses of $14.2 million for operating lease right-of-use assets and $14.3 million of leasehold improvements and other fixed assets. In addition, we also recorded $1.3 million of employee severance costs and other charges. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2020 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Legal Proceedings 2018 Securities Class Action Lawsuit On November 5, 2018, a class action lawsuit against Align and three of our executive officers was filed in the U.S. District Court for the Northern District of California on behalf of a purported class of purchasers of our common stock between July 25, 2018 and October 24, 2018. The complaint generally alleges claims under the federal securities laws and seeks monetary damages in an unspecified amount and costs and expenses incurred in the litigation. On December 12, 2018, a similar lawsuit was filed in the same court on behalf of a purported class of purchasers of our common stock between April 25, 2018 and October 24, 2018 (together with the first lawsuit, the “Securities Actions”). On May 10, 2019, the lead plaintiff filed a consolidated complaint against Align and four of our executive officers alleging similar claims as the initial complaints on behalf of a purported class of purchasers of our common stock between April 25, 2018 and October 24, 2018. On June 24, 2019, defendants filed a motion to dismiss the consolidated complaint. On October 29, 2019, that motion to dismiss was granted with leave to amend. On November 29, 2019, the lead plaintiff filed an amended consolidated complaint against Align and two of our executive officers alleging similar claims as the initial complaints on behalf of a purported class of purchasers of our common stock from May 23, 2018 and October 24, 2018. Defendants’ motion to dismiss the amended consolidated complaint was filed on January 17, 2020. A hearing on the motion to dismiss is scheduled for June 4, 2020. Align believes these claims are without merit and intends to vigorously defend itself. Align is currently unable to predict the outcome of these lawsuits and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. Shareholder Derivative Lawsuit In January 2019, three derivative lawsuits were filed in the U.S. District Court for the Northern District of California, purportedly on behalf of Align, naming as defendants the members of our Board of Directors along with certain of our executive officers. The allegations in the complaints are similar to those presented in the Securities Actions, but the complaints assert various state law causes of action including for breaches of fiduciary duty, insider trading, and unjust enrichment, among others. The complaints seek unspecified monetary damages on behalf of Align, which is named solely as a nominal defendant against whom no recovery is sought, as well as disgorgement and the costs and expenses associated with the litigation, including attorneys’ fees. On February 26, 2019, the three lawsuits were consolidated. On April 10, 2019, the court stayed the consolidated action pending final disposition of the Securities Actions. On April 12, 2019, a derivative lawsuit was also filed in California Superior Court for Santa Clara County, purportedly on behalf of Align, naming as defendants the members of our Board of Directors along with certain of our executive officers. The allegations in this complaint are similar to those in the derivative suits described above. On May 16, 2019, the court stayed this action pending final disposition of the Securities Actions. On February 22, 2019, a purported stockholder sent a letter to Align pursuant to 8 Del. C. § 220 demanding certain books and records for the stated purpose of investigating potential breaches of duty, corporate mismanagement, and alleged wrongdoing by fiduciaries of the Company. On April 16, 2019, Align responded and refused the demand on several legal grounds. On June 10, 2019, the purported stockholder petitioned the Superior Court of the State of California, County of Santa Clara, to issue a writ of mandate commanding Align to provide the books and records requested. On August 23, 2019, Align filed a demurrer seeking to dismiss the petition, and on October 28, 2019, the Court issued an order sustaining Align’s demurrer and dismissing the petition without an opportunity to amend. On December 19, 2019, the same purported stockholder filed a complaint in the Superior Court of California, County of Santa Clara, seeking an order from the Court compelling Align to permit the inspection of the same books and records that were previously requested, as well as requesting attorneys’ fees. Align filed a demurrer seeking to dismiss this new complaint on March 12, 2020. Plaintiff has indicated it will file an amended complaint by May 18, 2020. Align is currently unable to predict the outcome of this demand or of these lawsuits and therefore cannot determine the likelihood of loss nor estimate a range of possible loss . 2020 Securities Class Action Lawsuit On March 2, 2020, a class action lawsuit against Align and two of our executive officers was filed in the U.S. District Court for the Southern District of New York on behalf of a purported class of purchasers of our common stock between April 24, 2019 and July 24, 2019. The complaint filed in the Southern District of New York alleges claims under the federal securities laws and seeks monetary damages in an unspecified amount and costs and expenses incurred in the litigation. The court entered an order approving a stipulation of the parties that defendants will have no obligation to respond to the complaint, until after the appointment of a lead plaintiff. On April 16, 2020, the Court approved the parties’ stipulation to transfer the case to the U.S. District Court for the Northern District of California. No lead plaintiff has been appointed to date. Align believes these claims are without merit and intends to vigorously defend itself. Align is currently unable to predict the outcome of this lawsuit and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. 2020 Shareholder Derivative Lawsuit On May 4, 2020, a derivative lawsuit was filed in the U.S. District Court for the Northern District of California, purportedly on behalf of Align, naming as defendants the members of our Board of Directors along with certain of our executive officers. The allegations in the complaint are similar to those presented in the 2020 Securities Class Action Lawsuit, but this complaint asserts state law claims for breach of fiduciary duty and insider trading. The complaint seeks unspecified monetary damages on behalf of Align, which is named solely as a nominal defendant against whom no recovery is sought, as well as disgorgement and the costs and expenses associated with the litigation, including attorneys’ fees. Align is currently unable to predict the outcome of this lawsuit and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. 3Shape Litigation On November 14, 2017, Align filed six patent infringement lawsuits asserting 26 patents against 3Shape, a Danish corporation, and a related U.S. corporate entity, asserting that 3Shape’s Trios intraoral scanning system and Dental System software infringe Align patents. Align filed two Section 337 complaints with the U.S. International Trade Commission (“ITC”) alleging that 3Shape violates U.S. trade laws by selling for importation and importing its infringing Trios intraoral scanning system and Dental System software. Align’s ITC complaints sought cease and desist orders and exclusion orders prohibiting the importation of 3Shape’s Trios scanning system and Dental System software products into the U.S. The ITC conducted hearings in the Section 337 investigations in September and November 2018. On March 1, 2019, the Administrative Law Judge issued an Initial Determination in one of the Section 337 investigations, finding no violation of Section 337 by 3Shape. On April 26, 2019, the Administrative Law Judge issued an Initial Determination in the second Section 337 investigation, finding no violation of Section 337 by 3Shape. On August 20, 2019, the Commission vacated one Initial Determination and terminated the investigation. On November 22, 2019, the Commission affirmed a finding of no violation on modified grounds in the other investigation. In addition to the two ITC Section 337 complaints, in November 2017, Align also filed four separate complaints in the U.S. District Court for the District of Delaware alleging patent infringement by 3Shape’s Trios intraoral scanning system and Dental System software. Two of those cases were stayed pending the ITC determinations, while the other two cases proceeded. Trials in the latter two cases have been scheduled to begin on August 5, 2020 in one case and November 30, 2020 in the other. In a Delaware case corresponding to one of the terminated ITC investigations, the District Court lifted the stay and scheduled trial to begin on November 8, 2021. Certain of Align’s asserted patents in the Delaware actions were found invalid by the District Court judge. On May 9, 2018, 3Shape filed a complaint in the U.S. District Court for the District of Delaware alleging patent infringement by Align’s iTero Element scanner of a single 3Shape patent. On June 14, 2018, 3Shape filed another complaint in the U.S. District Court for the District of Delaware alleging patent infringement by Align’s iTero Element scanner of another 3Shape patent. On August 19, 2019, the Court consolidated the two actions, and on August 30, 2019, 3Shape filed an amended complaint alleging infringement of an additional patent. In that same case, Align asserted counterclaims against 3Shape for infringement of three additional Align patents, which have been severed and added to another patent infringement action brought by Align (described below). The case is active and in the early discovery phase, with trial scheduled to begin on April 12, 2021. In December 2018, Align filed three additional patent infringement lawsuits asserting 10 additional patents against 3Shape as follows: On December 10, 2018, Align filed one Section 337 complaint with the ITC alleging that 3Shape violates U.S. trade laws by selling for importation and importing the infringing TRIOS intraoral scanning system, Trios Lab Scanners and TRIOS software, TRIOS Module software, Dental System software, and Ortho System Software. The ITC instituted the investigation, and an evidentiary hearing was held at the end of October 2019 before an Administrative Law Judge (“ALJ”). On April 30, 2020, the ALJ issued an initial determination. The ALJ determined that 3Shape has infringed on 7 of the 9 patent claims asserted by Align, found valid 6 of the 9 claims asserted by Align, and found a violation of Section 337 stemming from 3Shape’s infringement of 4 claims in 2 of Align's asserted patents. The ALJ recommended an exclusion order and cease and desist order be entered against 3Shape’s unlawful importation. The Initial Determination is now subject to review by the Commissioners at the ITC. Align may file a contingent petition for review of any findings it believes are incorrect. 3Shape may also petition for review of the Initial Determination. The Commission will then decide whether to review portions of or the entire Initial Determination. In addition to the December 10, 2018 ITC Complaint, on December 11, 2018, Align filed two separate complaints in the U.S. District Court for the District of Delaware alleging patent infringement by 3Shape's Trios intraoral scanning system, Lab Scanners and Dental and Ortho System Software. One of the District Court cases was stayed pending the parallel ITC investigation. The remaining District Court case is in the early stages of discovery and pretrial proceedings. Align has dismissed without prejudice three previously-asserted patents from this case, and added the three patents previously asserted as counterclaims in the case filed by 3Shape in 2018 referenced above. Trial is scheduled for February 7, 2022. On November 5, 2019, Align filed a complaint for patent infringement asserting an additional patent against 3Shape. On January 7, 2020, Align voluntarily dismissed the suit without prejudice, and Align currently asserts the patent in another existing litigation against 3Shape. 3Shape has sought to invalidate certain of Align’s patents through petitions for inter partes review proceedings. Align disputes 3Shape’s positions and intends to vigorously defend the validity of its patent rights. Each of the District Court patent infringement complaints seek monetary damages and injunctive relief against further infringement. On August 28, 2018, 3Shape filed a complaint against Align in the U.S. District Court for the District of Delaware alleging antitrust violations and seeking monetary damages and injunctive relief relating to Align’s alleged market activities, including Align’s assertion of its patent portfolio, in alleged clear aligner and intraoral scanning markets, and the Court scheduled trial to begin on May 10, 2021. Align filed a motion to dismiss 3Shape’s complaint on October 17, 2018. Align also moved to stay the litigation pending the outcome of its motion to dismiss. The court granted Align’s motion to stay. On August 15, 2019, the Magistrate Judge recommended that Align’s motion to dismiss be granted, and, on September 26, 2019, the District Court Judge adopted the Magistrate Judge’s Report and Recommendation, granted Align’s motion to dismiss, and dismissed 3Shape’s complaint with leave to amend. On October 28, 2019, 3Shape filed an amended complaint, and Align again moved to dismiss the complaint. A hearing on Align’s motion to dismiss was held on February 13, 2020 before the Magistrate Judge, who will issue a written Report and Recommendation to the District Court judge. Align is currently unable to predict the outcome of these lawsuits and therefore cannot determine the likelihood of loss, if any, nor estimate a range of possible loss. Simon & Simon On March 14, 2019, a dental practice named Simon and Simon, PC d/b/a City Smiles brought an antitrust action in the United States District Court for the District of Delaware on behalf of itself and a putative class of similarly situated practices seeking monetary damages and injunctive relief relating to Align’s alleged market activities in alleged clear aligner and intraoral scanning markets. Align filed a motion to dismiss the complaint on April 5, 2019. On October 15, 2019, the Magistrate Judge issued a Report and Recommendation recommending that Align’s motion be granted and that the plaintiffs’ complaint be dismissed without prejudice. On October 29, 2019, Simon and Simon filed objections to the Magistrate Judge’s Report and Recommendation, and Align responded on November 12, 2019. The Court ordered supplemental briefing, which was completed by April 10, 2020. On April 24, 2020, the Magistrate Judge issued a revised Report and Recommendation again recommending that Align’s motion be granted and that the plaintiffs’ complaint be dismissed without prejudice. On May 4, 2020, the plaintiff filed a notice of voluntary dismissal and stated an intent to file an amended complaint in a different jurisdiction. Align believes the plaintiffs’ claims are without merit and intends to vigorously defend itself. Align is currently unable to predi ct the outcome of this lawsuit and therefore cannot determine the likelihood of loss, if any, nor estimate a range of possible loss. SDC Dispute In February 2018, Align received a communication on behalf of SDC Financial LLC, SmileDirectClub LLC, and the Members of SDC Financial LLC other than the Company (collectively, the “SDC Entities”) alleging that the launch and operation of the Invisalign store pilot program constituted a breach of non-compete provisions applicable to the members of SDC Financial LLC, including Align. As a result of this alleged breach, SDC Financial LLC notified us that its members (other than Align) sought to exercise a right to repurchase all of Align's SDC Financial LLC membership interests for a purchase price equal to the current “capital account” balance of Align. The SDC Entities’ communication also alleged that Align breached confidentiality provisions applicable to the SDC Financial LLC members and demanded that Align cease all activities related to the Invisalign store pilot project, close existing Invisalign stores and cease using SDC’s confidential information. In April 2018, the SDC Entities instigated confidential arbitration proceedings and filed a complaint in the Chancery Court of Davidson County, State of Tennessee that sought, among other forms of relief, to preliminarily and permanently enjoin all activities related to the Invisalign store pilot project, require Align to close existing Invisalign stores, prohibit Align from opening any additional stores, and allow the SDC Entities to exercise a right to repurchase all of Align’s SDC Financial LLC membership interests for a purchase price equal to Align’s current “capital account” balance. On June 29, 2018, the Chancery Court of Davidson County, State of Tennessee denied the SDC Entities’ request for a temporary injunction to prevent Align from opening additional Invisalign stores. During December 2018, the parties participated in binding arbitration proceedings and presented closing arguments on January 23, 2019. The arbitrator issued his decision on March 4, 2019. The arbitrator found that Align breached the non-compete provision applicable to the members of SDC Financial LLC and that Align misused the SDC Entities’ confidential information and violated fiduciary duties to SDC Financial LLC. The arbitrator ordered Align to close its Invisalign stores by April 3, 2019, and enjoined Align from opening new Invisalign stores or providing certain services in physical retail establishments in connection with the marketing and sale of clear aligners, and enjoined Align from using the SDC Entities’ confidential information. The arbitrator extended the expiration date of specified aspects of the non-compete provision to August 18, 2022. The arbitrator also ordered Align to tender its SDC Financial LLC membership interests to the SDC Entities for a purchase price equal to the “capital account” balance as of October 31, 2017, to be determined in accordance with the applicable provisions of the SDC Operating Agreements. No financial damages were awarded to the SDC Entities. The SDC Entities filed a motion to confirm the Award, which Align did not oppose, in the Circuit Court for Cook County, Illinois. The motion to confirm the Award was granted on April 29, 2019. As required by the Award, on April 3, 2019, Align had closed its Invisalign stores, returned SDC’s alleged confidential information, and tendered its membership interests for a purchase price that SDC claims to be Align’s “capital account” balance as of October 31, 2017. Align disputes that the SDC Entities properly determined the value of Align’s “capital account” balance as of October 31, 2017 as required by the SDC Operating Agreements and the Award. Consequently, on July 3, 2019, Align filed a confidential demand for arbitration challenging the propriety of the SDC Entities’ determination of Align’s “capital account” balance as of October 31, 2017. That arbitration proceeding remains pending and a hearing date is expected to be set once the sheltering restrictions associated with the COVID-19 pandemic are lifted. Relatedly, the SDC Entities filed a contempt petition with the Illinois court which confirmed the Award, asserting that Align had no right to contest the “capital account” determination as made by the SDC Entities. On September 4, 2019, the Illinois court denied in its entirety the contempt petition filed by the SDC Entities. The SDC Entities have appealed the denial of the contempt petition, and that appeal remains pending. On August 19, 2019, the SDC Entities filed a separate confidential arbitration proceeding alleging that Align has violated the non-compete provisions applicable to the members of the SDC Entities by virtue of Align’s alleged dealings with a third-party claimed to be a competitor of the SDC Entities. On March 20, 2020, the SDC Entities requested leave to amend their arbitration demand in order to assert new claims. Align has opposed the pending request to amend and has denied and intends to vigorously defend itself against all asserted allegations. The SDC Entities have yet to identify the range of damages they may seek to recover in the course of this arbitration and no hearing date has yet been set. Align is currently unable to predict the outcome of these disputes and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. In addition to the above, in the course of Align’s operations, Align is involved in a variety of claims, suits, investigations, and proceedings, including actions with respect to intellectual property claims, patent infringement claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these proceedings can have an adverse impact on us because of defense costs, diversion of management resources, and other factors. Although the results of complex legal proceedings are difficult to predict and Align’s view of these matters may change in the future as litigation and events related thereto unfold; Align currently does not believe that these matters, individually or in the aggregate, will materially affect Align’s financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Summary of Stock-Based Compensation Expense As of March 31, 2020, the 2005 Incentive Plan (as amended) has a total reserve of 27,783,379 shares of which 4,662,468 shares are available for issuance. Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and may be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards and employee stock purchases for the three months ended March 31, 2020 and 2019 is as follows (in thousands): Three Months Ended 2020 2019 Cost of net revenues $ 1,347 $ 1,112 Selling, general and administrative 18,130 16,890 Research and development 3,450 3,042 Total stock-based compensation $ 22,927 $ 21,044 Restricted Stock Units (“RSUs”) The fair value of RSUs is based on our closing stock price on the date of grant. A summary for the three months ended March 31, 2020 is as follows: Number of Shares Underlying RSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2019 696 $ 190.60 Granted 251 272.24 Vested and released (259) 145.91 Forfeited (11) 233.45 Unvested as of March 31, 2020 677 $ 237.27 1.8 $ 117,738 As of March 31, 2020, we expect to recognize $133.4 million of total unamortized compensation cost, net of estimated forfeitures, related to RSUs over a weighted average period of 2.7 years. Market-performance Based Restricted Stock Units (“MSUs”) We grant MSUs to our executive officers. Each MSU represents the right to one share of Align’s common stock. The actual number of MSUs which will be eligible to vest will be based on the performance of Align’s stock price relative to the performance of a stock market index over the vesting period, and certain MSU grants are also based on Align’s stock price at the end of the performance period. The maximum number of MSUs which will be eligible to vest range fr om 250% to 300% of the MSUs initially granted and the vesting period is three years. A summary for the three months ended March 31, 2020 is as follows: Number of Shares Underlying MSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2019 244 $ 331.35 Granted 156 242.04 Vested and released (173) 120.39 Unvested as of March 31, 2020 227 $ 430.50 1.9 $ 39,529 As of March 31, 2020, we expect to recognize $52.9 million of total unamortized compensation cost, net of estimated forfeitures, related to MSUs over a weighted average period of 1.9 years. Employee Stock Purchase Plan (“ESPP”) In May 2010, our shareholders approved the 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”) which will continue until terminated by either the Board of Directors or its administrator. The maximum number of shares available for purchase under the 2010 Purchase Plan is 2,400,000 shares. As of March 31, 2020, we have 379,304 shares available for future issuance. The fair value of the option component of the 2010 Purchase Plan shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended 2020 2019 Expected term (in years) 1.0 1.4 Expected volatility 41.7 % 48.6 % Risk-free interest rate 1.5 % 2.5 % Expected dividends — — Weighted average fair value at grant date $ 80.54 $ 90.36 As of March 31, 2020, there was $8.4 million of total unamortized compensation costs related to employee stock purchases which we expect to be recognized over a weighted average period of 0.7 year. |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Common Stock Repurchase Program Additional Information [Abstract] | |
Common Stock Repurchase Programs | Common Stock Repurchase Program In May 2018, we announced that our Board of Directors had authorized a plan to repurchase up to $600.0 million of our common stock (“May 2018 Repurchase Program”). In 2018, we repurchased on the open marke t approximately 0.1 million shares of our common stock at an average price of $356.54 per share, including commissions, for an aggregate purchase price of approximately $50.0 million. In 2018, we entered into an accelerated stock repurchase agreement (“ASR”) to repurchase $50.0 million of our common stock which was completed in December 2018. We received a total of approximately 0.2 million shares for an average share price of $213.18. In 2019, we repurchased on the open market approximately 0.8 million shares of our common stock at an average price of $264.93 per share, including commissions, for an aggregate purchase price of $200.0 million. We also entered into an ASR to repurchase $200.0 million of our common stock which was completed in September 2019. We received a total of 1.1 million shares for an average share price of $176.61. As of March 31, 2020, we hav e $100.0 million available for repurchase under the May 2018 Repurchase Program. |
Accounting for Income Taxes
Accounting for Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Accounting for Income Taxes | Accounting for Income Taxes During the three months ended March 31, 2020, we completed an intra-entity transfer of certain intellectual property rights and fixed assets to our Swiss subsidiary, where our EMEA regional headquarters is located beginning January 1, 2020. The transfer of intellectual property rights did not result in a taxable gain; however, it did result in a step-up of the Swiss tax deductible basis in the transferred assets, and accordingly, created a temporary difference between the book basis and the tax basis of such intellectual property rights. Consequently, this transaction resulted in the recognition of a deferred tax asset and related one-time tax benefit of approximately $1,493.5 million during the three months ended March 31, 2020, which is the net impact of the deferred tax asset recognized as a result of the additional Swiss tax deductible basis in the transferred assets and certain costs related to the transfer of fixed assets and inventory. Our benefit from income taxes was $1,464.8 million for the three months ended March 31, 2020 and our provision for income taxes was $8.8 million for the three months ended March 31, 2019, representing effective tax rates of (2,745.3)% and 10.4%, respectively. Our effective tax rate differs from the statutory federal income tax rate of 21% for the three months ended March 31, 2020 mainly as a result of the aforementioned intra-entity transfer and the recognition of excess tax benefits related to stock-based compensation, partially offset by state income taxes and unrecognized tax benefits associated with certain foreign payments. Our effective tax rate differs from the statutory federal income tax rate of 21% for the three months ended March 31, 2019 mainly as a result of the recognition of excess tax benefits related to stock-based compensation and certain foreign earnings, primarily from the Netherlands and Costa Rica, being taxed at lower tax rates. The decrease in our effective tax rate for the three months ended March 31, 2020 compared to the same period in 2019 is primarily attributable to the recognition of a deferred tax asset related to the intra-entity transfer of certain intellectual property rights during the three months ended March 31, 2020. We exercise significant judgment in regards to estimates of future market growth, forecasted earnings and projected taxable income in determining the provision for income taxes and for purposes of assessing our ability to utilize any future benefit from deferred tax assets. We continue to assess the realizability of the deferred tax assets as we take into account new information. We file U.S. federal, U.S. state, and non-U.S. income tax returns. Our major tax jurisdictions include U.S. federal, the State of California and Switzerland. For U.S. federal and state tax returns, we are no longer subject to tax examinations for years before 2015. We are currently under examination by the IRS for tax years 2015 and 2016. With few exceptions, we are no longer subject to examination by foreign tax authorities for years before 2013. Our total gross unrecognized tax benefits, excluding interest and penalties, was $51.1 million and $46.7 million as of March 31, 2020 and December 31, 2019, respectively, a material amount of which would impact our effective tax rate if recognized. Our total interest and penalties accrued as of March 31, 2020 was not material. We have elected to recognize interest and penalties related to unrecognized tax benefits as a component of income taxes. The timing and resolution of income tax examinations is uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although it is possible that our balance of gross unrecognized tax benefits could materially change in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, we are unable to estimate the full range of possible adjustments to this balance. As of December 31, 2019, undistributed earnings of our foreign subsidiaries totaled $452.6 million and substantially all of the earnings previously determined to be not indefinitely reinvested have been repatriated. Under the Global Intangible Low-Taxed Income provisions of the Tax Cuts and Jobs Act, U.S. income taxes have already been provided on the undistributed earnings that is indefinitely reinvested in our international operations; therefore, the tax impact upon distribution is limited to mainly state income and withholding taxes and is not significant. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income per ShareBasic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock, adjusted for any dilutive effect of potential common stock. Potential common stock, computed using the treasury stock method, includes RSUs, MSUs and our ESPP. The following table sets forth the computation of basic and diluted net income per share attributable to common stock (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator: Net income $ 1,518,131 $ 71,848 Denominator: Weighted average common shares outstanding, basic 78,592 79,860 Dilutive effect of potential common stock 436 827 Total shares, diluted 79,028 80,687 Net income per share, basic $ 19.32 $ 0.90 Net income per share, diluted $ 19.21 $ 0.89 |
Segments and Geographical Infor
Segments and Geographical Information | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Segments and Geographical Information | Segments and Geographical Information Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. We report segment information based on the management approach. The management approach designates the internal reporting used by CODM for decision making and performance assessment as the basis for determining our reportable segments. The performance measures of our reportable segments include net revenues, gross profit and income from operations. Income from operations for each segment includes all geographic revenues, related cost of net revenues and operating expenses directly attributable to the segment. Certain operating expenses are attributable to operating segments and each allocation is measured differently based on the specific facts and circumstances of the costs being allocated. Costs not specifically allocated to segment income from operations include various corporate expenses such as stock-based compensation and costs related to IT, facilities, human resources, accounting and finance, legal and regulatory, and other separately managed general and administrative costs outside the operating segments. We group our operations into two reportable segments: Clear Aligner segment and Scanner segment. • Our Clear Aligner segment consists of Comprehensive Products, Non-Comprehensive Products and Non-Case revenues as defined below: ▪ Comprehensive Products include, but are not limited to, Invisalign Comprehensive and Invisalign First. ▪ Non-Comprehensive Products include, but are not limited to, Invisalign Moderate, Lite and Express packages and Invisalign Go. ▪ Non-Case includes, but not limited to, Vivera retainers along with our training and ancillary products for treating malocclusion. • Our Scanner segment consists of intraoral scanning systems, which includes a single hardware platform and restorative or orthodontic software options, additional services and ancillary products. This segment includes our iTero scanner and OrthoCAD services. These reportable operating segments are based on how our CODM views and evaluates our operations as well as allocation of resources. The following information relates to these segments (in thousands): Three Months Ended 2020 2019 Net revenues Clear Aligner $ 481,611 $ 469,205 Scanner 69,352 79,766 Total net revenues $ 550,963 $ 548,971 Gross profit Clear Aligner $ 351,492 $ 351,358 Scanner 42,864 50,738 Total gross profit $ 394,356 $ 402,096 Income from operations Clear Aligner $ 166,388 $ 158,641 Scanner 14,389 28,259 Unallocated corporate expenses (110,859) (99,199) Total income from operations $ 69,918 $ 87,701 Depreciation and amortization Clear Aligner $ 10,121 $ 9,090 Scanner 1,785 1,508 Unallocated corporate depreciation and amortization 8,832 7,718 Total depreciation and amortization $ 20,738 $ 18,316 Impairments and other charges Clear Aligner $ — $ 29,782 Total impairments and other charges $ — $ 29,782 The following table reconciles total segment income from operations in the table above to net income before provision for (benefit from) income taxes and equity losses of investee (in thousands): Three Months Ended 2020 2019 Total segment income from operations $ 180,777 $ 186,900 Unallocated corporate expenses (110,859) (99,199) Total income from operations 69,918 87,701 Interest income 1,986 2,633 Other income (expense), net (18,549) (5,746) Net income before provision for (benefit from) income taxes and equity in losses of investee $ 53,355 $ 84,588 Geographical Information Net revenues are presented below by geographic area (in thousands): Three Months Ended 2020 2019 Net revenues 1 : United States $ 271,705 $ 279,005 Switzerland 2 184,317 — The Netherlands 2 — 174,744 China 19,725 42,616 Other International 75,216 52,606 Total net revenues $ 550,963 $ 548,971 1 Net revenues are attributed to countries based on the location of where revenues are recognized by our legal entities. 2 During the first quarter of 2020, we implemented a new international corporate structure. This changed the structure of our international procurement and sales operations from the Netherlands to Switzerland. Tangible long-lived assets, which includes Property, plant and equipment, net, and Operating lease right-of-use assets, net, are presented below by geographic area (in thousands): March 31, December 31, 2019 Long-lived assets 1 : Switzerland 2 $ 229,010 $ 7,755 United States 182,131 164,451 Costa Rica 85,573 82,083 China 84,127 73,174 The Netherlands 2 1,504 226,286 Other International 151,512 134,225 Total long-lived assets $ 733,857 $ 687,974 1 Long-lived assets are attributed to countries based on the location of our entity that owns or leases the assets. 2 As a result of the new international corporate structure changes, most of the long-lived assets were transferred from our Netherlands entity to our Switzerland entity during the first quarter of 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventOn March 3, 2020, we entered into a Sale and Purchase Agreement with CETP III Ivory S.a.r.1., Luxembourg to purchase all of the issued and outstanding shares of capital stock of exocad, a German dental computer-aided design/computer-aided manufacturing software company that offers fully integrated workflows to dental labs and dental practices. On April 1, 2020, we completed the acquisition for a purchase price of approximately $430.0 million in cash, subject to certain adjustments, and exocad became a wholly owned subsidiary. We are in the process of determining the preliminary allocation of the purchase price to exocad's tangible assets and liabilities assumed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Align Technology, Inc. (“we”, “our”, or “Align”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and contains all adjustments, including normal recurring adjustments, necessary to state fairly our results of operations for the three months ended March 31, 2020 and 2019, our comprehensive income for the three months ended March 31, 2020 and 2019, our financial position as of March 31, 2020, our stockholders’ equity for the three months ended March 31, 2020 and 2019, and our cash flows for the three months ended March 31, 2020 and 2019. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from the December 31, 2019 audited financial statements. It does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other future period, and we make no representations related thereto. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the U.S. requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, useful lives of intangible assets and property and equipment, long-lived assets and goodwill, income taxes and contingent liabilities, the fair values of financial instruments, stock-based compensation, unsecured promissory note receivable, and valuation of investments in privately held companies among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements (i) New Accounting Updates Recently Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, “ Financial Instruments - Credit Losses ” (Topic 326) to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, “ Codification Improvements to Topic 326, Financial Instruments - Credit Losses ” which clarifies the scope of guidance in the ASU 2016-13 . The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. We adopted this standard in the first quarter of fiscal year 2020 which did not have a material impact on our condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amendments in this update, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis. We adopted this standard in the first quarter of fiscal year 2020 which did not have any impact on our condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis. We adopted this standard in the first quarter of fiscal year 2020 which did not have any impact on our condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” to clarify the guidance on the costs of implementing a cloud computing hosting arrangement that is a service contract. Under the amendments in this update, the entity is required to follow the guidance in Subtopic 350-40, Internal-Use Software , to determine which implementation costs under the service contract to be capitalized as an asset and which costs to expense. The updated guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019 either on a retrospective or prospective basis. We adopted this standard in the first quarter of fiscal year 2020 on a prospective basis which did not have any impact on our condensed consolidated financial statements and related disclosures. (ii) Recent Accounting Updates Not Yet Effective In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes,” to enhance and simplify various aspects of the income tax accounting guidance. The amendment removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments are effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures; however, we anticipate the adoption of the guidance will not have a material impact to our consolidated financial statements and related disclosures. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Short-Term And Long-Term Marketable Securities | As of December 31, 2019, the estimated fair value of our short-term marketable securities, classified as available for sale, are as follows (in thousands): December 31, 2019 Amortized Gross Gross Fair Value Corporate bonds 210,891 142 (27) 211,006 U.S. government treasury bonds 70,587 65 (2) 70,650 U.S. government agency bonds 22,085 17 (1) 22,101 Commercial paper 14,426 — — 14,426 Certificates of deposit 19 — — 19 Total marketable securities, short-term $ 318,008 $ 224 $ (30) $ 318,202 |
Investments Classified by Contractual Maturity Date | As the carrying value approximates the fair value for our short-term marketable securities shown in the table above, the fair value of our short-term marketable securities as of December 31, 2019 had a contractual maturity one year or less. |
Financial Assets Measured At Fair Value On Recurring Basis | The following tables summarize our financial assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands): Description Balance as of Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 36,683 $ 36,683 $ — $ — Prepaid expenses and other current assets: Israeli funds 3,293 — 3,293 — Current unsecured promissory note 27,914 — — 27,914 $ 67,890 $ 36,683 $ 3,293 $ 27,914 Description Balance as of December 31, 2019 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 236,923 $ 236,923 $ — $ — Short-term investments: Corporate bonds 211,006 — 211,006 — Commercial paper 14,426 — 14,426 — U.S. government treasury bonds 70,650 70,650 — — U.S. government agency bonds 22,101 — 22,101 — Certificates of deposit 19 — 19 — Prepaid expenses and other current assets: Israeli funds 3,226 — 3,226 — Current unsecured promissory note 25,005 — — 25,005 Other assets: Long-term unsecured promissory note 7,328 — — 7,328 $ 590,684 $ 307,573 $ 250,778 $ 32,333 |
Notional value of derivative instruments | The following table presents the gross notional value of all our foreign exchange forward contracts outstanding as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Local Currency Amount Notional Contract Amount (USD) Euro €67,500 $ 74,274 Chinese Yuan ¥517,000 72,825 Canadian Dollar C$47,000 33,103 British Pound £23,200 28,894 Brazilian Real R$150,000 28,765 Japanese Yen ¥2,685,000 24,916 Israeli Shekel ILS26,000 7,349 Mexican Peso M$160,000 6,840 Australian Dollar A$5,500 3,375 $ 280,341 December 31, 2019 Local Currency Amount Notional Contract Amount (USD) Euro €97,000 $ 108,870 Chinese Yuan ¥431,000 60,702 Canadian Dollar C$52,000 39,802 British Pound £28,000 36,770 Brazilian Real R$130,000 32,185 Japanese Yen ¥3,000,000 27,604 Israeli Shekel ILS63,700 18,439 Mexican Peso M$140,000 7,398 Australian Dollar A$3,000 2,101 $ 333,871 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Summary of Goodwill by Reportable Segment | The change in the carrying value of goodwill for the three months ended March 31, 2020, all attributable to our Clear Aligner reporting unit, is as follows (in thousands): Total Balance as of December 31, 2019 $ 63,924 Adjustments 1 (640) Balance as of March 31, 2020 $ 63,284 1 Adjustments were related to foreign currency translation within the measurement period. |
Schedule of Amortized Intangible Assets | Acquired intangible long-lived assets are being amortized as follows (in thousands): Weighted Average Amortization Period Gross Carrying Amount as of March 31, 2020 Accumulated Amortization Accumulated Impairment Loss Net Carrying Trademarks 15 $ 7,100 $ (2,080) $ (4,179) $ 841 Existing technology 13 12,600 (5,972) (4,328) 2,300 Customer relationships 11 33,500 (18,870) (10,751) 3,879 Reacquired rights 3 7,500 (7,500) — — Patents 8 6,796 (3,377) — 3,419 Other 2 618 (590) — 28 Total intangible assets $ 68,114 $ (38,389) $ (19,258) $ 10,467 Weighted Average Amortization Period Gross Carrying Accumulated Amortization Accumulated Impairment Loss Net Carrying Trademarks 15 $ 7,100 $ (2,045) $ (4,179) $ 876 Existing technology 13 12,600 (5,831) (4,328) 2,441 Customer relationships 11 33,500 (18,405) (10,751) 4,344 Reacquired rights 3 7,500 (7,059) — 441 Patents 8 6,796 (3,165) — 3,631 Other 2 618 (583) — 35 Total intangible assets $ 68,114 $ (37,088) $ (19,258) $ 11,768 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The total estimated annual future amortization expense for these acquired intangible assets as of March 31, 2020 is as follows (in thousands): Fiscal Year Ending December 31, Amortization Remainder of 2020 $ 2,544 2021 3,372 2022 2,116 2023 1,495 2024 555 Thereafter 385 Total $ 10,467 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stock-based Compensation Expense | The stock-based compensation related to all of our stock-based awards and employee stock purchases for the three months ended March 31, 2020 and 2019 is as follows (in thousands): Three Months Ended 2020 2019 Cost of net revenues $ 1,347 $ 1,112 Selling, general and administrative 18,130 16,890 Research and development 3,450 3,042 Total stock-based compensation $ 22,927 $ 21,044 |
Summary Of Restricted Stock Units | A summary for the three months ended March 31, 2020 is as follows: Number of Shares Underlying RSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2019 696 $ 190.60 Granted 251 272.24 Vested and released (259) 145.91 Forfeited (11) 233.45 Unvested as of March 31, 2020 677 $ 237.27 1.8 $ 117,738 |
Summary Of Market-performance Based Restricted Stock Units | A summary for the three months ended March 31, 2020 is as follows: Number of Shares Underlying MSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2019 244 $ 331.35 Granted 156 242.04 Vested and released (173) 120.39 Unvested as of March 31, 2020 227 $ 430.50 1.9 $ 39,529 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of the option component of the 2010 Purchase Plan shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended 2020 2019 Expected term (in years) 1.0 1.4 Expected volatility 41.7 % 48.6 % Risk-free interest rate 1.5 % 2.5 % Expected dividends — — Weighted average fair value at grant date $ 80.54 $ 90.36 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted | The following table sets forth the computation of basic and diluted net income per share attributable to common stock (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator: Net income $ 1,518,131 $ 71,848 Denominator: Weighted average common shares outstanding, basic 78,592 79,860 Dilutive effect of potential common stock 436 827 Total shares, diluted 79,028 80,687 Net income per share, basic $ 19.32 $ 0.90 Net income per share, diluted $ 19.21 $ 0.89 |
Segments and Geographical Inf_2
Segments and Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes To Financial Statements [Abstract] | |
Schedule of Segment Reporting Information, by Segment | These reportable operating segments are based on how our CODM views and evaluates our operations as well as allocation of resources. The following information relates to these segments (in thousands): Three Months Ended 2020 2019 Net revenues Clear Aligner $ 481,611 $ 469,205 Scanner 69,352 79,766 Total net revenues $ 550,963 $ 548,971 Gross profit Clear Aligner $ 351,492 $ 351,358 Scanner 42,864 50,738 Total gross profit $ 394,356 $ 402,096 Income from operations Clear Aligner $ 166,388 $ 158,641 Scanner 14,389 28,259 Unallocated corporate expenses (110,859) (99,199) Total income from operations $ 69,918 $ 87,701 Depreciation and amortization Clear Aligner $ 10,121 $ 9,090 Scanner 1,785 1,508 Unallocated corporate depreciation and amortization 8,832 7,718 Total depreciation and amortization $ 20,738 $ 18,316 Impairments and other charges Clear Aligner $ — $ 29,782 Total impairments and other charges $ — $ 29,782 The following table reconciles total segment income from operations in the table above to net income before provision for (benefit from) income taxes and equity losses of investee (in thousands): Three Months Ended 2020 2019 Total segment income from operations $ 180,777 $ 186,900 Unallocated corporate expenses (110,859) (99,199) Total income from operations 69,918 87,701 Interest income 1,986 2,633 Other income (expense), net (18,549) (5,746) Net income before provision for (benefit from) income taxes and equity in losses of investee $ 53,355 $ 84,588 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Net revenues are presented below by geographic area (in thousands): Three Months Ended 2020 2019 Net revenues 1 : United States $ 271,705 $ 279,005 Switzerland 2 184,317 — The Netherlands 2 — 174,744 China 19,725 42,616 Other International 75,216 52,606 Total net revenues $ 550,963 $ 548,971 1 Net revenues are attributed to countries based on the location of where revenues are recognized by our legal entities. 2 During the first quarter of 2020, we implemented a new international corporate structure. This changed the structure of our international procurement and sales operations from the Netherlands to Switzerland. Tangible long-lived assets, which includes Property, plant and equipment, net, and Operating lease right-of-use assets, net, are presented below by geographic area (in thousands): March 31, December 31, 2019 Long-lived assets 1 : Switzerland 2 $ 229,010 $ 7,755 United States 182,131 164,451 Costa Rica 85,573 82,083 China 84,127 73,174 The Netherlands 2 1,504 226,286 Other International 151,512 134,225 Total long-lived assets $ 733,857 $ 687,974 1 Long-lived assets are attributed to countries based on the location of our entity that owns or leases the assets. |
Investments and Fair Value Me_3
Investments and Fair Value Measurements Short-Term and Long-Term Marketable Securities (Details) - Fair Value, Measurements, Recurring - Short-term Investments $ in Thousands | Dec. 31, 2019USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | $ 318,008 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 224 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (30) |
Available-for-sale Securities, Total | 318,202 |
Corporate Bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | 210,891 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 142 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (27) |
Available-for-sale Securities, Total | 211,006 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | 14,426 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities, Total | 14,426 |
U.S. government treasury bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | 70,587 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 65 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (2) |
Available-for-sale Securities, Total | 70,650 |
U.S. government agency bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | 22,085 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 17 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (1) |
Available-for-sale Securities, Total | 22,101 |
Certificates of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis, Total | 19 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities, Total | $ 19 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements Additional Information (Details) $ in Thousands, € in Millions | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020EUR (€) |
Derivative [Line Items] | ||||
Unrealized loss on settlement of foreign currency contracts | $ 9,200 | |||
Original maturity of highly liquid investments included in cash and cash equivalents | 40 months | |||
Weighted average maturity | 7 months | |||
Equity Securities without Readily Determinable Fair Value, Amount | $ 5,900 | $ 3,000 | ||
Impairments on long-lived assets | 2,900 | $ 3,975 | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 15,600 | |||
Forward Contracts | ||||
Derivative [Line Items] | ||||
Notional amount | € | € 376 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements Investments in Privately Held Companies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Impairments on long-lived assets | $ 2,900 | $ 3,975 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | $ 0 | $ 318,202 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 67,890 | 590,684 |
Fair Value, Measurements, Recurring | Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents: | 36,683 | 236,923 |
Fair Value, Measurements, Recurring | Short-term Investments | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 211,006 | |
Fair Value, Measurements, Recurring | Short-term Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 14,426 | |
Fair Value, Measurements, Recurring | Short-term Investments | U.S. government treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 70,650 | |
Fair Value, Measurements, Recurring | Short-term Investments | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 22,101 | |
Fair Value, Measurements, Recurring | Short-term Investments | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 19 | |
Fair Value, Measurements, Recurring | Prepaid expenses and other current assets: | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 27,914 | 25,005 |
Fair Value, Measurements, Recurring | Prepaid expenses and other current assets: | Israeli Severance Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Israeli funds | 3,293 | 3,226 |
Fair Value, Measurements, Recurring | Other Assets | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 7,328 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 36,683 | 307,573 |
Fair Value, Measurements, Recurring | Level 1 | Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents: | 36,683 | 236,923 |
Fair Value, Measurements, Recurring | Level 1 | Short-term Investments | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Short-term Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Short-term Investments | U.S. government treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 70,650 | |
Fair Value, Measurements, Recurring | Level 1 | Short-term Investments | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Short-term Investments | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Prepaid expenses and other current assets: | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Prepaid expenses and other current assets: | Israeli Severance Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Israeli funds | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Other Assets | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 3,293 | 250,778 |
Fair Value, Measurements, Recurring | Level 2 | Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Short-term Investments | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 211,006 | |
Fair Value, Measurements, Recurring | Level 2 | Short-term Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 14,426 | |
Fair Value, Measurements, Recurring | Level 2 | Short-term Investments | U.S. government treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 2 | Short-term Investments | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 22,101 | |
Fair Value, Measurements, Recurring | Level 2 | Short-term Investments | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 19 | |
Fair Value, Measurements, Recurring | Level 2 | Prepaid expenses and other current assets: | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Prepaid expenses and other current assets: | Israeli Severance Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Israeli funds | 3,293 | 3,226 |
Fair Value, Measurements, Recurring | Level 2 | Other Assets | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 27,914 | 32,333 |
Fair Value, Measurements, Recurring | Level 3 | Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Short-term Investments | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Short-term Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Short-term Investments | U.S. government treasury bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Short-term Investments | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Short-term Investments | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Prepaid expenses and other current assets: | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | 27,914 | 25,005 |
Fair Value, Measurements, Recurring | Level 3 | Prepaid expenses and other current assets: | Israeli Severance Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Israeli funds | $ 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Other Assets | Current unsecured promissory note | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Other assets: | $ 7,328 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements Derivative Notional Instruments (Details) - Level 2 - Other current assets - Foreign Exchange Forward € in Thousands, ₪ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | Mar. 31, 2020ILS (₪) | Mar. 31, 2020AUD ($) | Mar. 31, 2020GBP (£) | Mar. 31, 2020BRL (R$) | Mar. 31, 2020USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2020MXN ($) | Mar. 31, 2020CNY (¥) | Mar. 31, 2020JPY (¥) | Dec. 31, 2019ILS (₪) | Dec. 31, 2019AUD ($) | Dec. 31, 2019GBP (£) | Dec. 31, 2019BRL (R$) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2019MXN ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2019JPY (¥) |
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | $ 280,341 | $ 333,871 | ||||||||||||||||||
Euro Member Countries, Euro | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | 74,274 | € 67,500 | 108,870 | € 97,000 | ||||||||||||||||
Chinese Yuan | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | 72,825 | ¥ 517,000 | 60,702 | ¥ 431,000 | ||||||||||||||||
British Pound | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | ₪ 26,000 | 7,349 | ₪ 63,700 | 18,439 | ||||||||||||||||
Brazilian Real | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | £ 23,200 | 28,894 | £ 28,000 | 36,770 | ||||||||||||||||
Japanese Yen | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | 33,103 | $ 47,000 | 39,802 | $ 52,000 | ||||||||||||||||
Israeli Shekel | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | R$ 150000 | 28,765 | R$ 130000 | 32,185 | ||||||||||||||||
Japanese Yen | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | 24,916 | ¥ 2,685,000 | 27,604 | ¥ 3,000,000 | ||||||||||||||||
Mexican Peso | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | 6,840 | $ 160,000 | 7,398 | $ 140,000 | ||||||||||||||||
Australian Dollar | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Notional amount | $ 5,500 | $ 3,375 | $ 3,000 | $ 2,101 |
Balance Sheet Components Invent
Balance Sheet Components Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Notes To Financial Statements [Abstract] | ||
Raw materials | $ 59,136 | $ 54,947 |
Work in process | 35,627 | 30,974 |
Finished goods | 26,214 | 26,130 |
Total inventories | $ 120,977 | $ 112,051 |
Balance Sheet Components Prepai
Balance Sheet Components Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Tax related receivables | $ 50,866 | $ 41,252 |
Current promissory note and related interest receivable | 27,914 | 25,005 |
Current promissory note 1 | 4,262 | 4,428 |
Other prepaid expenses and current assets | 29,182 | 7,128 |
Other current receivables | 19,624 | 24,637 |
Total prepaid expenses and other current assets | $ 131,848 | $ 102,450 |
Balance Sheet Components Accrue
Balance Sheet Components Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Notes To Financial Statements [Abstract] | ||
Accrued payroll and benefits | $ 87,526 | $ 162,486 |
Accrued expenses | 50,669 | 55,529 |
Operating Lease, Liability, Current | 20,225 | 15,737 |
Others | 18,781 | 9,167 |
Other Accrued Liabilities, Current | 54,196 | 52,499 |
Total accrued liabilities | 259,459 | 319,958 |
Accrued Income Taxes | 15,324 | 14,130 |
Accrued Professional Fees | $ 12,738 | $ 10,410 |
Balance Sheet Components Deferr
Balance Sheet Components Deferred Revenues (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Notes To Financial Statements [Abstract] | ||
Deferred revenues - current | $ 578,537 | $ 563,762 |
Deferred revenues - long-term | $ 36,628 | $ 35,503 |
Balance Sheet Components Narrat
Balance Sheet Components Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Net revenues | $ 550,963 | $ 548,971 |
Revenue, remaining performance obligation | $ 619,700 | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years | |
Deferred Revenue | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Contract with Customer, Liability | $ 95,500 | $ 68,400 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating leases: | ||
Operating lease right-of-use assets, net | $ 70,366 | $ 56,244 |
Operating Lease, Liability, Current | 20,225 | 15,737 |
Operating Lease, Liability, Noncurrent | $ 53,745 | $ 43,463 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | Jul. 24, 2017 | Jul. 25, 2016 | Jun. 30, 2019 | Apr. 30, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, gain | $ 15.8 | |||
SDC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership | 2.00% | 17.00% | ||
Payments to acquire | $ 12.8 | $ 46.7 | ||
SDC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Derecognized equity method investment | $ 38.4 | |||
Notes Receivable [Member] | SDC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Promissory note receivable | $ 54.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Carrying Value of Goodwill (Details) - Clear Aligner $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2019 | $ 63,924 |
Adjustments | (640) |
Balance as of March 31, 2020 | $ 63,284 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, beginning balance | $ 68,114 | $ 68,114 |
Accumulated Amortization | (38,389) | (37,088) |
Accumulated Impairment Loss | (19,258) | (19,258) |
Net Carrying Value, ending balance | $ 10,467 | $ 11,768 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 15 years | 15 years |
Gross Carrying Amount, beginning balance | $ 7,100 | $ 7,100 |
Accumulated Amortization | (2,080) | (2,045) |
Accumulated Impairment Loss | (4,179) | (4,179) |
Net Carrying Value, ending balance | $ 841 | $ 876 |
Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 13 years | 13 years |
Gross Carrying Amount, beginning balance | $ 12,600 | $ 12,600 |
Accumulated Amortization | (5,972) | (5,831) |
Accumulated Impairment Loss | (4,328) | (4,328) |
Net Carrying Value, ending balance | $ 2,300 | $ 2,441 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 11 years | 11 years |
Gross Carrying Amount, beginning balance | $ 33,500 | $ 33,500 |
Accumulated Amortization | (18,870) | (18,405) |
Accumulated Impairment Loss | (10,751) | (10,751) |
Net Carrying Value, ending balance | $ 3,879 | $ 4,344 |
Reacquired rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | 3 years |
Gross Carrying Amount, beginning balance | $ 7,500 | $ 7,500 |
Accumulated Amortization | (7,500) | (7,059) |
Accumulated Impairment Loss | 0 | 0 |
Net Carrying Value, ending balance | $ 0 | $ 441 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 8 years | 8 years |
Gross Carrying Amount, beginning balance | $ 6,796 | $ 6,796 |
Accumulated Amortization | (3,377) | (3,165) |
Accumulated Impairment Loss | 0 | 0 |
Net Carrying Value, ending balance | $ 3,419 | $ 3,631 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 2 years | 2 years |
Gross Carrying Amount, beginning balance | $ 618 | $ 618 |
Accumulated Amortization | (590) | (583) |
Accumulated Impairment Loss | 0 | 0 |
Net Carrying Value, ending balance | $ 28 | $ 35 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Total Estimated Annual Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Disclosure Total Estimated Annual Future Amortization Expense For Acquired Intangible Assets [Abstract] | ||
Remainder of 2020 | $ 2,544 | |
2020 | 3,372 | |
2021 | 2,116 | |
2022 | 1,495 | |
2023 | 555 | |
Thereafter | 385 | |
Net Carrying Value, ending balance | $ 10,467 | $ 11,768 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairments and other charges | $ 0 | ||
Amortization | $ 1,300,000 | $ 1,500,000 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Details) - USD ($) | Feb. 27, 2018 | Mar. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Line of credit, available borrowings | $ 200,000,000 | |
Current borrowing capacity | $ 50,000,000 | |
Outstanding borrowings | $ 0 | |
Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 0.50% | |
London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 1.00% | |
Minimum | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 0.25% | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 1.25% | |
Maximum | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 0.75% | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis Spread on Variable Rate | 1.75% |
Impairments and Other (Gains)_2
Impairments and Other (Gains) Charges (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Abstract] | |
Lease impairment | $ 14.2 |
Leasehold improvement impairment | 14.3 |
Employee severance cost | $ 1.3 |
Legal Proceedings - Narrative (
Legal Proceedings - Narrative (Details) | Apr. 30, 2020claimpatentviolation | Aug. 30, 2019patent | Dec. 11, 2018patentfloor | Nov. 14, 2017patentfloor | Jul. 24, 2017Lawsuit | Dec. 31, 2018patentLawsuit |
Loss Contingencies [Line Items] | ||||||
Number of lawsuits/complaints | Lawsuit | 6 | 3 | ||||
Patents Allegedly Infringed upon | 3 | 3 | 10 | |||
Gain Contingency, Patents Found Infringed upon, Number | 2 | |||||
Number Of Section 337 Violations | violation | 4 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Number of Claims Found Valid | claim | 6 | |||||
Gain Contingency, Patents Found Infringed upon, Number | 7 | |||||
Number Of Claims Asserted | claim | 9 | |||||
Lawsuit Against 3Shape AS | ||||||
Loss Contingencies [Line Items] | ||||||
Patents Allegedly Infringed upon | 26 | |||||
Violation Of Trade Laws 3Shape | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits/complaints | floor | 2 | |||||
Patent Infringement By 3Shape | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits/complaints | floor | 2 | 4 |
Commitments and Contingencies -
Commitments and Contingencies - Other Commitments (Details) | Jan. 15, 2019USD ($)floor | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)floor | Mar. 31, 2019USD ($) | Oct. 03, 2019USD ($) |
Property, Plant and Equipment [Line Items] | |||||
Number of floors purchased | floor | 5 | 1 | |||
Purchase price of property | $ 27,000,000 | $ 46,085,000 | $ 24,400,000 | $ 35,261,000 | |
Number of floors with the option to purchase | floor | 3 | 3 | |||
Amount of total Promotional Rights Agreement | $ 36,000,000 | ||||
Building Floor [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-term Purchase Commitment, Amount | $ 21,400,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Incentive Plan 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for issuance | 27,783,379 |
Number of shares available for issuance | 4,662,468 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unamortized compensation cost | $ | $ 133.4 |
Weighted average period of total unamortized cost (in years) | 2 years 8 months 12 days |
Market Performance Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unamortized compensation cost | $ | $ 52.9 |
Weighted average period of total unamortized cost (in years) | 1 year 10 months 24 days |
Vesting period of granted market-performance based restricted stock units | 3 years |
Market Performance Based Restricted Stock Units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of market-performance based restricted stock units eligible to vest over the vesting period | 300.00% |
Market Performance Based Restricted Stock Units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of market-performance based restricted stock units eligible to vest over the vesting period | 250.00% |
Employee Stock Purchase Plan 2010 | ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for issuance | 2,400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 379,304 |
Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unamortized compensation cost | $ | $ 8.4 |
Weighted average period of total unamortized cost (in years) | 8 months 12 days |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense Related to All Stock-Based Awards and Employee Stock Purchases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 22,927 | $ 21,044 |
Cost of net revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,347 | 1,112 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 18,130 | 16,890 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 3,450 | $ 3,042 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Nonvested Shares (Details) - Restricted Stock Units (RSUs) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Number of Shares Underlying RSUs | |
Unvested as of December 31, 2019 | shares | 696 |
Granted | shares | 251 |
Vested and released | shares | (259) |
Forfeited | shares | (11) |
Unvested as of March 31, 2020 | shares | 677 |
Weighted Average Grant Date Fair Value | |
Unvested as of December 31, 2019 | $ / shares | $ 190.60 |
Granted | $ / shares | 272.24 |
Vested and released | $ / shares | 145.91 |
Forfeited | $ / shares | 233.45 |
Unvested as of March 31, 2020 | $ / shares | $ 237.27 |
Aggregate Intrinsic Value | |
Unvested as of March 31, 2020 | $ | $ 117,738 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 9 months 18 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of MSU Performance (Details) - Market Performance Based Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Number of Shares Underlying MSUs | |
Unvested as of December 31, 2019 | shares | 244 |
Granted | shares | 156 |
Vested and released | shares | (173) |
Unvested as of March 31, 2020 | shares | 227 |
Weighted Average Grant Date Fair Value | |
Unvested as of December 31, 2019 | $ / shares | $ 331.35 |
Granted | $ / shares | 242.04 |
Vested and released | $ / shares | 120.39 |
Unvested as of March 31, 2020 | $ / shares | $ 430.50 |
Aggregate Intrinsic Value | |
Unvested as of March 31, 2020 | $ | $ 39,529 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 10 months 24 days |
Stockholders' Equity - Stock-_2
Stockholders' Equity - Stock-based Compensation Employee Stock Purchase Plan (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Class of Stock [Line Items] | ||
Expected term (in years) | 1 year | 1 year 4 months 24 days |
Expected volatility | 41.70% | 48.60% |
Risk-free interest rate | 1.50% | 2.50% |
Expected dividends | 0.00% | 0.00% |
Weighted average fair value at grant date (USD per Share) | $ 80.54 | $ 90.36 |
Accounting for Income Taxes - A
Accounting for Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Provision for (benefit from) income taxes | $ (1,464,776) | $ 8,796 | |
Effective income tax rate, continuing operations | (2745.30%) | 10.40% | |
Unrecognized tax benefits | $ 51,100 | $ 46,700 | |
Undistributed earnings of foreign subsidiaries | $ 452,600 | ||
Transferred Assets [Member] | |||
Income Tax Contingency [Line Items] | |||
Provision for (benefit from) income taxes | $ (1,493,500) |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share Attributable to Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 1,518,131 | $ 71,848 |
Weighted average common shares outstanding, basic | 78,592 | 79,860 |
Dilutive effect of potential common stock | 436 | 827 |
Total shares, diluted | 79,028 | 80,687 |
Net income per share, basic | $ 19.32 | $ 0.90 |
Net income per share, diluted | $ 19.21 | $ 0.89 |
Retained Earnings | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 1,518,131 | $ 71,848 |
Segments and Geographical Inf_3
Segments and Geographical Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Disclosure Segments And Geographical Information Additional Information [Abstract] | |
Number of reportable segments | 2 |
Segments and Geographical Inf_4
Segments and Geographical Information - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 550,963 | $ 548,971 |
Gross profit | 394,356 | 402,096 |
Income from operations | 69,918 | 87,701 |
Interest income | 1,986 | 2,633 |
Impairments and other charges | 0 | 29,782 |
Depreciation and amortization | 20,738 | 18,316 |
Other income (expense), net | (18,549) | (5,746) |
Net income before provision for income taxes and equity in losses of investee | 53,355 | 84,588 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Income from operations | 180,777 | 186,900 |
Clear Aligner | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 481,611 | 469,205 |
Gross profit | 351,492 | 351,358 |
Income from operations | 166,388 | 158,641 |
Impairments and other charges | 0 | 29,782 |
Depreciation and amortization | 10,121 | 9,090 |
Scanner | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 69,352 | 79,766 |
Gross profit | 42,864 | 50,738 |
Income from operations | 14,389 | 28,259 |
Depreciation and amortization | 1,785 | 1,508 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Income from operations | (110,859) | (99,199) |
Unallocated corporate expenses | ||
Segment Reporting Information [Line Items] | ||
Income from operations | (110,859) | (99,199) |
Depreciation and amortization | $ 8,832 | $ 7,718 |
Segments and Geographical Inf_5
Segments and Geographical Information - Net Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 550,963 | $ 548,971 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 271,705 | 279,005 |
The Netherlands | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 0 | 174,744 |
China | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 19,725 | 42,616 |
Other International | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 75,216 | 52,606 |
SWITZERLAND | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 184,317 | $ 0 |
Segments and Geographical Inf_6
Segments and Geographical Information - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 733,857 | $ 687,974 |
The Netherlands | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 1,504 | 226,286 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 182,131 | 164,451 |
Costa Rica | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 85,573 | 82,083 |
China | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 84,127 | 73,174 |
Other International | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 151,512 | 134,225 |
SWITZERLAND | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 229,010 | $ 7,755 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Apr. 01, 2020USD ($) |
Subsequent Event | exocad GmbH | |
Subsequent Event [Line Items] | |
Payments to Acquire Businesses, Net of Cash Acquired | $ 430 |