ALIGN TECHNOLOGY INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibit and Financial Statement Schedules.
(a)Financial Statements
- Consolidated financial statements
The following documents are filed as part of this Annual Report on Form 10-K:
| Report of Independent Registered Public Accounting Firm | 56 |
|---|---|
| Consolidated Statements of Operations for the year ended December 31, 2024, 2023 and 2022 | 58 |
| Consolidated Statements of Comprehensive Income for the year ended December 31, 2024, 2023 and 2022 | 59 |
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 60 |
| Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2024, 2023 and 2022 | 61 |
| Consolidated Statements of Cash Flows for the year ended December 31, 2024, 2023 and 2022 | 62 |
| Notes to Consolidated Financial Statements | 63 |
- The following financial statement schedule is filed as part of this Annual Report on Form 10-K:
Schedule II—Valuation and Qualifying Accounts and Reserves for the year ended December 31, 2024, 2023 and 2022
All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| Balance atBeginningof Period | Additions(Reductions)to Costs andExpenses | WriteOffs | Balance atEnd of Period | |
|---|---|---|---|---|
| (in thousands) | ||||
| Allowance for doubtful accounts: | ||||
| Year Ended December 31, 2022 | $9,245 | $4,102 | $(3,004) | $10,343 |
| Year Ended December 31, 2023 | $10,343 | $8,002 | $(3,452) | $14,893 |
| Year Ended December 31, 2024 | $14,893 | $8,282 | $(4,044) | $19,131 |
| Valuation allowance for deferred tax assets: | ||||
| Year Ended December 31, 2022 | $12,938 | $10,348 | $— | $23,286 |
| Year Ended December 31, 2023 | $23,286 | $(8,295) | $— | $14,991 |
| Year Ended December 31, 2024 | $14,991 | $4,399 | $— | $19,390 |
(b)The following exhibits are included in this Annual Report on Form 10-K:
| ExhibitNumber | Description | Form | Date | ExhibitNumberIncorporatedby Referenceherein | Filedherewith |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of Align Technology, Inc | S-1/A (File No. 333-49932) | 12/28/2000 | 3.1 | |
| 3.1A | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Align Technology, Inc. | 8-K | 5/20/2016 | 3.01 | |
| 3.1B | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Align Technology, Inc. | 10-Q | 8/4/2023 | 3.1B | |
| 3.2 | Amended and Restated Bylaws of Align Technology, Inc. | 8-K | 1/17/2024 | 3.1 | |
| 4.1 | Form of Specimen Common Stock Certificate | S-1/A (File No. 333-49932) | 1/17/2001 | 4.1 | |
| 4.2 | Description of the Registered Securities of Align Technology, Inc. | * | |||
| 10.1A† | Align Technology, Inc. 2010 Employee Stock Purchase Plan (as amended and restated as of May 19, 2021) | 8-K | 5/20/2021 | 10.1 | |
| 10.2† | Align Technology, Inc. 2005 Incentive Plan (as amended and restated May 17, 2023) | 8-K | 5/18/2023 | 10.1 | |
| 10.3† | Form of RSU Agreement under 2005 Incentive Plan (Officer Form for officers appointed after September 2016) | 10-K | 2/28/2020 | 10.3 | |
| 10.3A† | Form of RSU Agreement under 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016) | 10-K | 2/28/2020 | 10.3A | |
| 10.4†# | Form of RSU Agreement (CEO) | * | |||
| 10.5† | Form of RSU Agreement under Registrant's 2005 Incentive Plan (Non-employee Director Form) | 10-K | 2/28/2020 | 10.5 | |
| 10.6† | Align 2019 Global RSU Agreement | 10-K | 2/28/2019 | 10.6 | |
| 10.7†# | Form of Restricted Stock Unit Agreement under 2005 Incentive Plan (CEO Form) | * | |||
| 10.8† | Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) | 10-Q | 5/5/2023 | 10.2 | |
| 10.9† | Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016) | 10-Q | 5/5/2023 | 10.3 | |
| 10.10† | Form of Option Award Agreement under Registrant's 2005 Incentive Plan | 10-Q | 8/4/2005 | 10.4 | |
| 10.11† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed after September 2016) | 10-K | 2/28/2020 | 10.8 | |
| 10.11A† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed prior to September 2016) | 10-K | 2/28/2020 | 10.8A | |
| 10.12† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed after September 2016) | 10-K | 2/26/2021 | 10.9 | |
| 10.12A† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed prior to September 2016) | 10-K | 2/26/2021 | 10.9A | |
| 10.13† | Form of Market Stock Unit Agreement for CEO (Focal grants) | 10-K | 2/28/2020 | 10.9 | |
| 10.14† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (CEO Form) | 10-Q | 5/5/2023 | 10.4 | |
| 10.15† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) | 10-Q | 5/5/2023 | 10.5 | |
| ExhibitNumber | Description | Form | Date | ExhibitNumberIncorporatedby Referenceherein | Filedherewith |
|---|---|---|---|---|---|
| 10.16† | Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016) | 10-Q | 5/5/2023 | 10.6 | |
| 10.17† | Form of Employment Agreement entered into by and between Align Technology, Inc. and each executive officer (non-CEO Form) (for executive officers appointed prior to September 2016) | 10-Q | 5/8/2008 | 10.3 | |
| 10.18† | Form of Employment Agreement entered into by and between Align Technology, Inc. and each executive officer (non-CEO Form) (for executive officers appointed after September 2016) | 10-K | 2/28/2017 | 10.8 | |
| 10.19† | Amended and Restated Chief Executive Officer Employment Agreement, dated as of April 16, 2025, between Align Technology, Inc. and Joseph Hogan | 10-Q | 5/1/2015 | 10.30 | |
| 10.20† | Employment Agreement, dated as of April 16, 2025, between Align Technology, Inc. and John F. Morici | 10-Q | 11/8/2016 | 10.2 | |
| 10.21† | .Form of Indemnification Agreement by and between Align Technology, Inc. and its Board of Directors and its executive officers | S-1/A (File No. 333-49932) | 1/17/2001 | 10.15 | |
| 10.22 | Credit Agreement between Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 | 10-Q | 10/30/2020 | 10.1 | |
| 10.23 | First Amendment, dated April 21, 2022, to Credit Agreement between Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 | 10-K | 2/27/2023 | 10.18 | |
| 10.24 | Second Amendment, dated December 23, 2022, to Credit Agreement between Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 | 10-K | 2/27/2023 | 10.19 | |
| 10.25 | Fixed Dollar Accelerated Share Repurchase Transaction between Citibank, N.A and Align Technology, Inc. dated October 26, 2023 | 10-K | 2/28/2024 | 10.26 | |
| 10.26 | Subscription Agreement, dated as of April 24, 2023 between Align Technology, Inc. and Heartland Dental Holding Corporation | 10-Q | 8/4/2023 | 10.1 | |
| 10.27 | Stockholders' Agreement, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Agreement and Align Technology, Inc. | 10-Q | 8/4/2023 | 10.2 | |
| 10.28 | Side Letter, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Stockholders' Agreement and Align Technology, Inc. | 10-Q | 8/4/2023 | 10.3 | |
| 10.29 | Share Purchase Agreement, dated September 1, 2023, between Align Holdings GMBH, Align Technology Switzerland GMBH and the Sellers provided therein | 10-Q | 11/3/2023 | 10.1 | |
| 10.30** | Subscription Agreement, dated as of April 22, 2024, between Align Technology, Inc. and Heartland Dental Holding Corporation | 10-Q | 8/2/2024 | 10.1 | |
| 19.1 | Align Technology, Inc. Insider Trading Policy | * | |||
| 21.1 | Subsidiaries of Align Technology, Inc. | * | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | * | |||
| 31.1 | Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | * | |||
| 31.2 | Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 | * | |||
| ExhibitNumber | Description | Form | Date | ExhibitNumberIncorporatedby Referenceherein | Filedherewith |
|---|---|---|---|---|---|
| 32.1t · Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 · * | |||||
| 97.1 | Align Technology, Inc. Clawback Policy | 10-K | 2/28/2024 | 97.1 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | * | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | * | |||
| ** | Portions of the exhibit, marked by brackets and asterisks [***], have been omitted because the omitted information is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is information that the registrant treats as private or confidential. |
|---|---|
| † | Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K. |
| t | Furnished herewith |
| # | This corrected version of the exhibit supersedes the prior version previously filed with the SEC. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.