ALIGN TECHNOLOGY INC 10-Q

Item 1. Financial Statements. ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended March 31, 2024 2023 Net revenues $ 997,431 $ 943,147 Cost of net revenues 299,615 282,493 Gross profit 697,816 660,654 Operating expenses: Selling, general and administrative 451,822 439,691 Research and development 91,859 87,447 Total operating expenses 543,681 527,138 Income from operations 154,135 133,516 Interest income and other income (expense), net: Interest income 4,392 2,337 Other income (expense), net ( 141 ) ( 1,229 ) Total interest income and other income (expense), net 4,251 1,108 Net income before provision for income taxes 158,386 134,624 Provision for income taxes 53,358 46,826 Net income $ 105,028 $ 87,798 Net income per share: Basic $ 1.40 $ 1.14 Diluted $ 1.39 $ 1.14 Shares used in computing net income per share: Basic 75,175 76,921 Diluted 75,322 77,111 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) Three Months Ended March 31, 2024 2023 Net income $ 105,028 $ 87,798 Other comprehensive income (loss): Change in foreign currency translation adjustment, net of tax ( 2,932 ) 10,474 Change in unrealized gains (losses) on investments, net of tax 203 1,645 Other comprehensive income (loss) ( 2,729 ) 12,119 Comprehensive income $ 102,299 $ 99,917 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (unaudited) March 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 865,805 $ 937,438 Marketable securities, short-term 33,101 35,304 Accounts receivable, net of allowance for doubtful accounts of $ 16,026 and $ 14,893 , respectively 950,738 903,424 Inventories 280,076 296,902 Prepaid expenses and other current assets 349,594 273,550 Total current assets 2,479,314 2,446,618 Marketable securities, long-term 3,619 8,022 Property, plant and equipment, net 1,281,709 1,290,863 Operating lease right-of-use assets, net 118,996 117,999 Goodwill 458,235 419,530 Intangible assets, net 121,424 82,118 Deferred tax assets 1,570,626 1,590,045 Other assets 121,831 128,682 Total assets $ 6,155,754 $ 6,083,877 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 117,238 $ 113,125 Accrued liabilities 496,601 525,780 Deferred revenues 1,409,202 1,427,706 Total current liabilities 2,023,041 2,066,611 Income tax payable 121,314 116,744 Operating lease liabilities 95,092 96,968 Other long-term liabilities 156,447 173,065 Total liabilities 2,395,894 2,453,388 Commitments and contingencies (Note 7 and Note 8) Stockholders’ equity: Preferred stock, $ 0.0001 par value ( 5,000 shares authorized; none issued) — — Common stock, $ 0.0001 par value ( 200,000 shares authorized; 75,281 and 75,075 issued and outstanding, respectively) 7 7 Additional paid-in capital 1,238,739 1,162,140 Accumulated other comprehensive income (loss), net 18,439 21,168 Retained earnings 2,502,675 2,447,174 Total stockholders’ equity 3,759,860 3,630,489 Total liabilities and stockholders’ equity $ 6,155,754 $ 6,083,877 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total Three Months Ended March 31, 2024 Shares Amount Balance as of December 31, 2023 75,075 $ 7 $ 1,162,140 $ 21,168 $ 2,447,174 $ 3,630,489 Net income — — — — 105,028 105,028 Net change in unrealized gains (losses) from investments — — — 203 — 203 Net change in foreign currency translation adjustment — — — ( 2,932 ) — ( 2,932 ) Issuance of common stock relating to employee equity compensation plans 328 — 14,339 — — 14,339 Tax withholdings related to net share settlements of equity awards ( 86 ) — ( 26,055 ) — — ( 26,055 ) Common stock repurchased and retired ( 36 ) — — — — — Equity forward contract related to accelerated stock repurchase — 49,527 — ( 49,527 ) — Stock-based compensation — — 38,788 — 38,788 Balance as of March 31, 2024 75,281 $ 7 $ 1,238,739 $ 18,439 $ 2,502,675 $ 3,759,860 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total Three Months Ended March 31, 2023 Shares Amount Balance as of December 31, 2022 77,267 $ 8 $ 1,044,946 $ ( 10,284 ) $ 2,566,688 $ 3,601,358 Net income — — — — 87,798 87,798 Net change in unrealized gains (losses) from investments — — — 1,645 — 1,645 Net change in foreign currency translation adjustment — — — 10,474 — 10,474 Issuance of common stock relating to employee equity compensation plans 1 191 — 14,256 — — 14,256 Tax withholdings related to net share settlements of equity awards — — ( 20,857 ) — — ( 20,857 ) Common stock repurchased and retired ( 942 ) — ( 11,387 ) — ( 280,973 ) ( 292,360 ) Equity forward contract related to accelerated stock repurchase — — 40,000 — — 40,000 Stock-based compensation — — 37,735 — — 37,735 Balance as of March 31, 2023 76,516 $ 8 $ 1,104,693 $ 1,835 $ 2,373,513 $ 3,480,049 1 Includes tax withholding shares related to net share settlements of equity awards. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited ) Three Months Ended March 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 105,028 $ 87,798 Adjustments to reconcile net income to net cash provided by operating activities: Deferred taxes 18,047 ( 18,417 ) Depreciation and amortization 32,946 35,820 Stock-based compensation 38,788 37,735 Non-cash operating lease cost 9,612 7,755 Other non-cash operating activities ( 2,359 ) 11,586 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable ( 69,589 ) ( 32,734 ) Inventories 15,573 24,008 Prepaid expenses and other assets ( 79,160 ) ( 26,850 ) Accounts payable 4,100 5,993 Accrued and other long-term liabilities ( 34,473 ) 37,420 Long-term income tax payable 4,570 2,119 Deferred revenues ( 14,419 ) 27,662 Net cash provided by operating activities 28,664 199,895 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net of cash acquired ( 77,075 ) — Purchase of property, plant and equipment ( 9,369 ) ( 64,119 ) Purchase of marketable securities — ( 2,371 ) Proceeds from maturities of marketable securities 6,035 10,870 Proceeds from sales of marketable securities 831 2,785 Other investing activities ( 6 ) 6 Net cash used in investing activities ( 79,584 ) ( 52,829 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 14,339 14,256 Common stock repurchases — ( 292,360 ) Activity for equity forward contracts related to accelerated stock repurchase agreements, net — 40,000 Payroll taxes paid upon the vesting of equity awards ( 26,055 ) ( 20,857 ) Net cash used in financing activities ( 11,716 ) ( 258,961 ) Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 9,004 ) 2,221 Net decrease in cash, cash equivalents, and restricted cash ( 71,640 ) ( 109,674 ) Cash, cash equivalents, and restricted cash at beginning of the period 938,519 942,355 Cash, cash equivalents, and restricted cash at end of the period $ 866,879 $ 832,681 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents ALIGN TECHNOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1. Summary of Significant Accounting Policies Basis of Presentation and Preparation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Align Technology, Inc. (“we”, “our”, the "Company", or “Align”) on a consistent basis with the audited Consolidated Financial Statements for the year ended December 31, 2023, and contain all adjustments, including normal recurring adjustments, necessary to fairly state the information set forth herein. These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and, therefore, omit certain information and footnote disclosures necessary to present the unaudited Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S.”). 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, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other future period, and we make no representations related thereto. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the U.S. requires 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, contingent liabilities, the fair values of financial instruments, stock-based compensation and the 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 We are subject to risks including, but not limited to, global and regional economic market conditions, inflation, fluctuations in foreign currency exchange rates, changes in consumer confidence and demand, increased competition, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with regulations of the U.S. Food and Drug Administration (“FDA”) and similar international agencies. Our cash and investments are held primarily by five financial institutions. Financial instruments which potentially expose us to concentrations of credit risk consist primarily of cash equivalents and marketable securities. We invest excess cash primarily in money market funds, corporate bonds, asset-backed securities, municipal and U.S. government agency bonds and treasury bonds and periodically evaluate them for credit losses. Such credit losses have not been material to our financial statements. We purchase certain inventory from sole suppliers. Additionally, we rely on a limited number of hardware manufacturers. The inability of any supplier or manufacturer to fulfill our supply requirements could materially and adversely impact our future operating results. Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Effective On November 27, 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures. ” The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. For public business entities, the provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Companies must apply the guidance retrospectively to all prior periods presented in the financial statements. The 8 Table of Contents Company expects this pronouncement to result in changes to the nature of our reportable segment disclosures; however, we do not expect this new guidance to impact our financial results. On December 14, 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures. ” The amendments in this ASU require a public entity to disclose in tabular format, using both percentages and reporting currency amounts, specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. The amendments in this ASU also require taxes paid (net of refunds received) to be disaggregated by federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. For public business entities, the provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the effect of this pronouncement on its annual consolidated financial statements. Note 2. Financial Instruments Cash, Cash Equivalents and Marketable Securities The following tables summarize our cash and cash equivalents, and marketable securities on our Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (in thousands): Reported as: March 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable securities, short-term Marketable securities, long-term Cash $ 816,224 $ — $ — $ 816,224 $ 816,224 $ — $ — Money market funds 49,581 — — 49,581 49,581 — — Corporate bonds 26,535 3 ( 417 ) 26,121 — 24,551 1,570 U.S. government treasury bonds 4,871 — ( 101 ) 4,770 — 2,721 2,049 Asset-backed securities 586 — ( 1 ) 585 — 585 — U.S. government agency bonds 5,264 — ( 20 ) 5,244 — 5,244 — Total $ 903,061 $ 3 $ ( 539 ) $ 902,525 $ 865,805 $ 33,101 $ 3,619 Reported as: December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable securities, short-term Marketable securities, long-term Cash $ 887,682 $ — $ — $ 887,682 $ 887,682 $ — $ — Money market funds 49,756 — — 49,756 49,756 — — Corporate bonds 31,943 5 ( 676 ) 31,272 — 28,704 2,568 U.S. government treasury bonds 4,855 — ( 99 ) 4,756 — — 4,756 Asset-backed securities 1,416 2 ( 1 ) 1,417 — 719 698 Municipal bonds 702 — ( 2 ) 700 — 700 — U.S. government agency bonds 5,215 — ( 34 ) 5,181 — 5,181 — Total $ 981,569 $ 7 $ ( 812 ) $ 980,764 $ 937,438 $ 35,304 $ 8,022 The following table summarizes the fair value of our available-for-sale marketable securities classified by contractual maturity as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Due in 1 year or less $ 32,515 $ 34,617 Due in 1 year through 5 years 4,205 8,709 Total $ 36,720 $ 43,326 9 Table of Contents 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. Our unrealized losses as of March 31, 2024 and December 31, 2023 are primarily due to changes in interest rates and credit spreads. The following tables summarize the fair value and gross unrealized losses as of March 31, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): As of March 31, 2024 Less than 12 months 12 Months of Greater Total March 31, 2024 Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 1,006 $ ( 3 ) $ 22,805 $ ( 414 ) $ 23,811 $ ( 417 ) U.S. government treasury bonds 2,049 ( 26 ) 2,721 ( 75 ) 4,770 ( 101 ) Asset-backed securities 535 ( 1 ) — — 535 ( 1 ) Municipal bonds — — — — — — U.S. government agency bonds 4,051 ( 9 ) 1,193 ( 11 ) 5,244 ( 20 ) Total $ 7,641 $ ( 39 ) $ 26,719 $ ( 500 ) $ 34,360 $ ( 539 ) As of December 31, 2023 Less than 12 months 12 Months of Greater Total December 31, 2023 Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ — $ — $ 27,939 $ ( 676 ) $ 27,939 $ ( 676 ) U.S. government treasury bonds 2,044 ( 11 ) 2,712 ( 88 ) 4,756 ( 99 ) Asset-backed securities 1,018 ( 1 ) 83 — 1,101 ( 1 ) Municipal bonds — — 700 ( 2 ) 700 ( 2 ) U.S. government agency bonds 4,003 ( 11 ) 1,178 ( 23 ) 5,181 ( 34 ) Total $ 7,065 $ ( 23 ) $ 32,612 $ ( 789 ) $ 39,677 $ ( 812 ) Accounts Receivable Factoring We enter into factoring transactions on a non-recourse basis with financial institutions to sell certain of our non-U.S. accounts receivable. We account for these transactions as sales of accounts receivables and include the cash proceeds as a part of our cash flows from operations in the Condensed Consolidated Statements of Cash Flows. Total accounts receivable sold under the factoring arrangements was $ 14.6 million during the three months ended March 31, 2024 and $ 8.0 million during the three months ended March 31, 2023. Factoring fees on the sales of receivables were recorded in other income (expense), net in our Condensed Consolidated Statement of Operations and were not material. Fair Value Measurements Fair value is an exit price, representing the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use the GAAP fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value: Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. We obtain fair values for our Level 2 investments. Our custody bank and asset managers independently use 10 Table of Contents professional pricing services to gather pricing data which may include quoted market prices for identical or comparable financial instruments, or inputs other than quoted prices that are observable either directly or indirectly, and we are ultimately responsible for these underlying estimates. Level 3 — Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. The following tables summarize our financial assets measured at fair value as of March 31, 2024 and December 31, 2023 (in thousands): Description Balance as of March 31, 2024 Level 1 Level 2 Cash equivalents: Money market funds $ 49,581 $ 49,581 $ — Short-term investments: U.S. government agency bonds 5,244 — 5,244 U.S. government treasury bonds 2,721 — 2,721 Corporate bonds 24,551 — 24,551 Asset-backed securities 585 — 585 Long-term investments: U.S. government treasury bonds 2,049 — 2,049 Corporate bonds 1,570 — 1,570 $ 86,301 $ 49,581 $ 36,720 Description Balance as of December 31, 2023 Level 1 Level 2 Cash equivalents: Money market funds $ 49,756 $ 49,756 $ — Short-term investments: Corporate bonds 28,704 — 28,704 Municipal bonds 700 — 700 U.S. government agency bonds 5,181 — 5,181 Asset-backed securities 719 — 719 Long-term investments: U.S. government treasury bonds 4,756 — 4,756 Corporate bonds 2,568 — 2,568 Asset-backed securities 698 — 698 $ 93,082 $ 49,756 $ 43,326 Investments in Privately Held Companies Our investments in privately held companies in which we cannot exercise significant influence and do not own a majority equity interest or otherwise control are accounted for as an investment in equity securities. We have elected to account for all investments in equity securities in accordance with the measurement alternative. Under the measurement alternative, we record the value of our investments in equity securities at cost, minus impairment, if any. Additionally, we adjust the carrying value of our investments in equity securities to fair value for observable transactions for identical or similar investments of the same issuer. On April 24, 2023, we entered into a Subscription Agreement (the "April 2023 Subscription Agreement") with Heartland Dental Holding Corporation (“Heartland”). Pursuant to the Subscription Agreement we acquired less than a 5 % equity interest through the purchase of Class A Common Stock for $ 75 million. We are not the primary beneficiary of nor are we able to 11 Table of Contents exercise significant influence over Heartland. As such, we are accounting for our investment in Heartland as an investment in equity securities. Similar to our other investments in equity securities, Heartland is accounted for under the measurement alternative. Based on review of our investment in Heartland, we determined that no adjustments to the carrying value were necessary; therefore, it is properly reflected on our Condensed Consolidated Balance Sheet in Other assets at $ 75 million. Investments in equity securities are reported on our Condensed Consolidated Balance Sheet as Other assets. We record upward and downward adjustments in carrying value or impairment, if any, in our investments in equity securities, in other income (expense), net in our Condensed Consolidated Statement of Operations. The carrying value of our investments in equity securities, exclusive of Heartland, were not material as of March 31, 2024 and the associated adjustments to the carrying values, if any, of the investments were not material during the three month periods ended March 31, 2024 and 2023. Our investments in privately held companies in which we can exercise significant influence are accounted for as equity method investments. We have elected to account for our equity method investments under the fair value option. The carrying value of our equity method investments are reported on our Condensed Consolidated Balance Sheet as other assets and are not material as of March 31, 2024 and December 31, 2023. Derivatives Not Designated as Hedging Instruments We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on certain assets and liabilities. These forward contracts are classified within Level 2 of the fair value hierarchy. As a result of the settlement of foreign currency forward contracts, we recognized a net gain of $ 19.7 million during the three months ended March 31, 2024 and a net loss of $ 6.4 million during the three months ended March 31, 2023. Recognized gains and losses from the settlement of foreign currency forward contracts are recorded to Other income (expense), net in our Condensed Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the fair value of foreign exchange forward contracts outstanding were no t material. 12 Table of Contents The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Local Currency Amount Notional Contract Amount (USD) Euro € 262,300 $ 283,818 British Pound £ 121,800 153,937 Canadian Dollar C$ 96,500 71,174 Polish Zloty PLN 276,400 $ 69,117 Chinese Yuan ¥ 322,800 44,536 Japanese Yen ¥ 4,300,000 28,547 Brazilian Real R$ 88,600 17,650 Mexican Peso M$ 270,000 16,265 Israeli Shekel ILS 48,200 13,137 Swiss Franc CHF 7,000 7,776 New Zealand Dollar NZ$ 9,900 5,912 New Taiwan Dollar NT$ 98,000 3,064 Australian Dollar A$ 4,700 3,061 Czech Koruna Kč 44,600 1,905 Korean Won ₩ 2,300,000 1,708 $ 721,607 December 31, 2023 Local Currency Amount Notional Contract Amount (USD) Euro € 337,780 $ 373,705 Canadian Dollar C$ 108,900 82,166 Polish Zloty PLN 276,900 70,393 British Pound £ 45,590 58,005 Chinese Yuan ¥ 244,500.00 34,361 Swiss Franc CHF 28,600 34,132 Japanese Yen ¥ 3,577,000 25,347 Israeli Shekel ILS 78,700 21,800 Brazilian Real R$ 80,500 16,563 Mexican Peso M$ 230,000 13,593 New Zealand Dollar NZ$ 6,600 4,161 Australian Dollar A$ 4,300 2,921 New Taiwan Dollar NT$ 89,000 2,919 Czech Koruna Kč 60,200 2,687 Korean Won ₩ 2,200,000 1,709 $ 744,462 13 Table of Contents Note 3. Balance Sheet Components Inventories consist of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 134,305 $ 145,492 Work in process 92,518 91,259 Finished goods 53,253 60,151 Total inventories $ 280,076 $ 296,902 Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2024 December 31, 2023 Value added tax receivables $ 206,915 $ 143,728 Prepaid expenses 72,187 52,487 Other current assets 70,492 77,335 Total prepaid expenses and other current assets $ 349,594 $ 273,550 Accrued liabilities consist of the following (in thousands): March 31, 2024 December 31, 2023 Accrued payroll and benefits $ 191,904 $ 220,862 Accrued expenses 76,540 71,109 Accrued sales and marketing expenses 42,933 34,035 Accrued income taxes 38,942 38,103 Current operating lease liabilities 31,324 29,651 Accrued property, plant and equipment 16,093 23,618 Other accrued liabilities 98,865 108,402 Total accrued liabilities $ 496,601 $ 525,780 Accrued warranty, which is included in the "Other accrued liabilities" category of the accrued liabilities table above, consists of the following activity (in thousands): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 22,426 $ 17,873 Charged to cost of net revenues 5,449 4,532 Actual warranty expenditures ( 3,312 ) ( 3,476 ) Balance at end of period $ 24,563 $ 18,929 Deferred revenues consist of the following (in thousands): March 31, 2024 December 31, 2023 Deferred revenues - current $ 1,409,202 $ 1,427,706 Deferred revenues - long-term 1 $ 115,400 $ 138,000 1 Included in Other long-term liabilities within our Condensed Consolidated Balance Sheet. During the three months ended March 31, 2024 and 2023, we recognized $ 997.4 million and $ 943.1 million of net revenues, respectively, of which $ 236.8 million and $ 205.7 million was included in the deferred revenues balance at December 31, 2023 and 2022, respectively. 14 Table of Contents Our unfulfilled performance obligations, including deferred revenues and backlog, as of March 31, 2024 were $ 1,533.1 million. These performance obligations are expected to be fulfilled over the next six months to five years . Note 4 . Business Combination On January 2, 2024 (the “Acquisition Date”), we completed the acquisition of privately-held Cubicure GmbH (“Cubicure”) (the "Acquisition") . Cubicure is an Austrian company and specializes in direct 3D printing solutions for polymer additive manufacturing that develops, produces, and distributes innovative materials, equipment, and processes for 3D printing solutions. The acquisition of Cubicure is intended to support and scale our strategic innovation roadmap and strengthen the Align Digital Platform. In fiscal year 2021, we acquired an 9.04 % equity interest in Cubicure. Subsequently, on the Acquisition Date, we acquired the remaining equity of Cubicure. Prior to the acquisition, we also had technology license and joint development agreements with Cubicure. The fair value of consideration transferred in the acquisition is shown in the table below (in thousands): Cash paid to Cubicure stockholders $ 80,142 Fair value of pre-existing equity interest ownership 7,968 Settlement of pre-existing relationship - accounts payable $ ( 2,316 ) Total purchase consideration paid $ 85,794 The Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations ( “ASC 805”) that was achieved in stages. As a result of the acquisition, we remeasured our pre-existing equity interest in Cubicure at fair value prior to the acquisition. Based on the fair value of this equity interest, derived from the purchase price, we estimated the fair value of our 9.04 % pre-existing investment in Cubicure to be approximately $ 8.0 million. The remeasurement resulted in the recognition of a pre-tax gain of $ 4.1 million, which was reflected as a component of Other income (expense), net within our Condensed Consolidated Statement of Operations. In 2021, we initiated Joint development (“JDA”) and Technology license agreements (“TLA”) to provide us with access to Cubicure's technology. The settlement of the JDA and TLA were concluded to be at market terms on the Acquisition Date; therefore, no gain or loss was recorded related to the settlement of these contracts. We also had accounts payable from the pre-existing arrangements with Cubicure of $ 2.3 million, which were effectively settled and reduced from the purchase consideration of the Acquisition. The preliminary allocation of purchase price to assets acquired and liabilities assumed which is subject to change within the measurement period is as follows (in thousands): Working capital $ 1,039 Property & equipment 975 Developed technology 47,000 Other non-current asset 1,386 Other liabilities ( 12,279 ) Goodwill $ 47,673 Total $ 85,794 Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and represents the value associated future technology, future customer relationships, and the knowledge and experience of the workforce in place. None of this goodwill is deductible for tax purposes. We allocated all goodwill to our Clear Aligner reporting unit. The following table presents details of the identified intangible assets acquired (in thousands, except years): Weighted Average Amortization Period (in years) Developed technology 13 $ 47,000 15 Table of Contents The fair value of developed technology was estimated under the Multi-Period Excess Earnings Method and the fair value estimates for developed technology include significant assumptions in the prospective financial information which include, but are not limited, to the projected future cash flows associated with the technology, asset's life cycle and the present value factor. Acquisition related costs are recognized separately from the business combination and are expensed as incurred. Acquisition related costs were not material. Our consolidated financial statements include the operating results of Cubicure from the Acquisition Date. Separate post-acquisition operating results and pro forma results of operations for this acquisition have not been presented as the effect is not material to our consolidated financial results. Note 5 . Goodwill and Intangible Assets Goodwill The change in the carrying value of goodwill for the three months ended March 31, 2024, categorized by reportable segments, is as follows (in thousands): Clear Aligner Systems and Services Total Balance as of December 31, 2023 $ 111,086 $ 308,444 $ 419,530 Additions from acquisition 47,673 — 47,673 Foreign currency translation adjustments ( 2,180 ) ( 6,788 ) ( 8,968 ) Balance as of March 31, 2024 $ 156,579 $ 301,656 $ 458,235 Finite-Lived Intangible Assets Acquired finite-lived intangible assets were as follows, excluding intangibles that were fully amortized, is as follows (in thousands): Weighted Average Amortization Period (in years) Gross Carrying Amount as of March 31, 2024 Accumulated Amortization Accumulated Impairment Loss Net Carrying Value as of March 31, 2024 Existing technology 11 $ 159,051 $ ( 49,183 ) $ ( 4,328 ) $ 105,540 Customer relationships 10 21,500 ( 8,600 ) — 12,900 Trademarks and tradenames 10 16,600 ( 7,990 ) ( 4,122 ) 4,488 Patents 12 480 ( 250 ) — 230 $ 197,631 $ ( 66,023 ) $ ( 8,450 ) 123,158 Foreign currency translation adjustments ( 1,734 ) Total intangible assets, net 1 $ 121,424 1 Includes $ 34.3 million of fully amortized intangible assets related to customer relationships and trademarks. Weighted Average Amortization Period (in years) Gross Carrying Amount as of December 31, 2023 Accumulated Amortization Accumulated Impairment Loss Net Carrying Value as of December 31, 2023 Existing technology 10 $ 112,051 $ ( 45,331 ) $ ( 4,328 ) $ 62,392 Customer relationships 10 21,500 ( 8,063 ) — 13,437 Trademarks and tradenames 10 16,600 ( 7,605 ) ( 4,122 ) 4,873 Patents 8 6,511 ( 6,082 ) — 429 $ 156,662 $ ( 67,081 ) $ ( 8,450 ) 81,131 Foreign currency translation adjustments 987 Total intangible assets, net 1 $ 82,118 16 Table of Contents 1 Includes $ 34.3 million of fully amortized intangible assets related to customer relationships and trademarks. Of the $ 159.1 million recorded as existing technology intangible assets as of March 31, 2024, $ 47.0 million was acquired during the first quarter of 2024 as part of our acquisition of Cubicure. The existing technology acquired in the Cubicure acquisition had an estimated useful life of 13 years, which had the effect of increasing the weighted average amortization period from approximately 10 years as of December 31, 2023 to approximately 11 years as of March 31, 2024. Refer to Note 4. Business Combination . The total estimated annual future amortization expense for these acquired intangible assets as of March 31, 2024, is as follows (in thousands): Fiscal Year Ending December 31, Amortization Remainder of 2024 $ 13,977 2025 18,574 2026 17,969 2027 15,607 2028 14,505 Thereafter 42,526 Total $ 123,158 Amortization expense for the three months ended March 31, 2024 and 2023 was $ 5.0 million and $ 4.1 million, respectively. Note 6 . Credit Facility We have a credit facility that provides for a $ 300.0 million unsecured revolving line of credit, along with a $ 50.0 million letter of credit. On December 23, 2022, we amended certain provisions in our credit facility which included extending the maturity date on the facility to December 23, 2027 and replacing the interest rate from the existing LIBOR with SOFR (“2022 Credit Facility”). The 2022 Credit Facility requires us to comply with specific financial conditions and performance requirements. Loans under the 2022 Credit Facility bear interest, at our option, at either a rate based on the SOFR for the applicable interest period or a base rate, in each case plus a margin. As of March 31, 2024, we had no outstanding borrowings under the 2022 Credit Facility and were in compliance with the conditions and performance requirements in all material respects. Note 7. Legal Proceedings 2019 Shareholder Derivative Lawsuit In January 2019, three derivative lawsuits were filed in the U.S. District Court for the Northern District of California which were later consolidated, purportedly on our behalf, naming as defendants the then current members of our Board of Directors along with certain of our executive officers. The complaints assert various state law causes of action, including for breaches of fiduciary duty, insider trading, and unjust enrichment. The complaints seek unspecified monetary damages on our behalf, 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. The consolidated action is currently stayed. Defendants have not yet responded to the complaints. On April 12, 2019, a derivative lawsuit was also filed in California Superior Court for Santa Clara County, purportedly on our behalf, 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 in the derivative suits described above. The matter is currently stayed. Defendants have not yet responded to the complaint. In the first quarter of 2024, the parties to these actions entered into a settlement agreement whereby, subject to court approval, plaintiffs will dismiss the lawsuits and release their claims. In the settlement agreement, Align and the defendants deny any wrongdoing and are not making any monetary payments, other than a potential award of $ 575,000 in attorney ’ s fees to plaintiffs ’ counsel, covered by insurance. On March 1, 2024, the plaintiffs filed a motion for preliminary approval of the 17 Table of Contents settlement with the U.S. District Court for the Northern District of California. The hearing on the motion for preliminary approval is currently set for May 21, 2024. Antitrust Class Actions On June 5, 2020, a dental practice named Simon and Simon, PC doing business as City Smiles brought an antitrust action in the U.S. District Court for the Northern District of California on behalf of itself and a putative class of similarly situated practices seeking treble monetary damages, interest, costs, attorneys’ fees, and injunctive relief relating to our alleged market activities in alleged clear aligner and intraoral scanner markets. Plaintiff filed an amended complaint and added VIP Dental Spas as a plaintiff on August 14, 2020. On December 18, 2023, the court certified a class of persons or entities that purchased Invisalign directly from Align between January 1, 2019 and March 31, 2022. The court denied Plaintiffs’ motion to certify a class of purchasers of scanners. On February 21, 2024, the court granted Align’s motion for summary judgment on all claims brought by the plaintiffs. The court entered judgment on March 22, 2024. Plaintiffs have noticed appeal of the district court’s summary judgment ruling. On May 3, 2021, an individual named Misty Snow brought an antitrust action in the U.S. District Court for the Northern District of California on behalf of herself and a putative class of similarly situated individuals seeking treble monetary damages, interest, costs, attorneys’ fees, and injunctive relief relating to our alleged market activities in alleged clear aligner and intraoral scanner markets based on Section 2 of the Sherman Act. Plaintiffs have filed several amended complaints adding new plaintiffs, various state law claims, and allegations based on Section 1 of the Sherman Act. On November 29, 2023, the court certified a class of indirect purchasers of Invisalign between July 1, 2018 and December 31, 2023 and a class of indirect purchasers of Invisalign seeking injunctive relief. On February 21, 2024, the court granted Align’s motion for summary judgment on the claims related to Section 2 allegations. The court entered judgment for the Section 2 and related state law claims on March 22, 2024. Plaintiffs have noticed appeal of the district court’s summary judgment ruling. A jury trial is scheduled to begin in this matter on January 21, 2025 for issues related to Section 1 allegations. We believe the plaintiffs’ claims are without merit and we intend to vigorously defend ourselves. We are currently unable to predict the outcome of these lawsuits and therefore we cannot determine the likelihood of loss, if any, nor estimate a range of possible loss. SDC Dispute On August 27, 2020, we initiated a confidential arbitration proceeding against SmileDirectClub LLC (“SDC”) before the American Arbitration Association in San Jose, California. This arbitration relates to the Strategic Supply Agreement (“Supply Agreement”) entered into between the parties in 2016. The complaint alleges that SDC breached the Supply Agreement ’ s terms, causing damages to us in an amount to be determined. On January 19, 2021, SDC filed a counterclaim alleging that we breached the Supply Agreement. On May 3, 2022, SDC filed an additional counterclaim alleging that we breached the Supply Agreement. We denied SDC's allegations in the counterclaims. On October 27, 2022, the arbitrator issued an interim award on our claims and SDC’s first counterclaim finding that SDC breached the Supply Agreement, we did not breach the Supply Agreement, and SDC caused harm to us. Based on these findings, the arbitrator awarded us an interim award of $ 63 million in damages. On May 18, 2023, the arbitrator issued a final award on SDC ’ s second counterclaim, finding that Align did not breach the Supply Agreement. The final award subsumed the interim award on our claims and SDC ’ s first counterclaim and concluded the Supply Agreement arbitration proceedings. On March 6, 2023, Align filed a petition to confirm the arbitrator ’ s interim award in the Superior Court for Santa Clara County. On May 30, 2023, Align filed a petition to confirm the final award in the Superior Court of Santa Clara County. On August 21, 2023, the Superior Court issued an order confirming the Interim and Final Awards. On September 8, 2023, the Superior Court entered judgment in Align ’s favor for $ 63 million in damages . On September 29, 2023, SDC and certain affiliates filed bankruptcy petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas. On January 26, 2024, SDC’s bankruptcy cases were converted from cases under chapter 11 of the Bankruptcy Code to cases under chapter 7 of the Bankruptcy Code. In conjunction therewith, Allison D. Byman was appointed as the chapter 7 trustee in SDC’s bankruptcy cases. The extent to which Align will be able to collect any or all of its $ 63 million judgment through SDC ’s bankruptcy proceedings is unknown. 18 Table of Contents Straumann Litigation On April 11, 2024, we filed a lawsuit in the U.S. District Court for the Western District of Texas against ClearCorrect Operating, LLC, ClearCorrect Holdings, Inc., and Institut Straumann AG. The complaint asserts claims of false advertising, unfair competition, civil conspiracy, and infringement of Align patents related to aligner material, treatment planning, and intraoral scanner technologies. Among other things, the complaint seeks relief enjoining the defendants’ infringement of multiple Align multilayer material patents through defendants’ manufacture, sale and offer for sale of aligners made with Zendura FLX/ClearQuartz materials. Defendants have not yet filed a response to the complaint. In addition to the above, in the ordinary course of our operations, we are 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 our view of these matters may change in the future as litigation and events related thereto unfold; we currently do not believe that these matters, individually or in the aggregate, will materially affect our financial position, results of operations or cash flows. Note 8 . Commitments and Contingencies Tax Matter B eginning in the third quarter of 2023 and continuing through the first quarter of 2024, the Company has received cumulative assessments of approximately $ 95 million from His Majesty’s Revenue and Customs (“HMRC”) for unpaid value added tax (“VAT”) related to certain clear aligner sales made during the period of October 2019 through May 2023. We are required to pay these assessments prior to contesting or litigating in statutory appeal. The Company has historically asserted and continues to assert that doctor prescribed clear aligners sold by dentists for the orthodontic treatment of patient malocclusions are exempt from VAT, that the Company has reasonably relied upon statements and guidance by HMRC and that the Company’s interpretation of United Kingdom legislation is appropriate. However, it is not possible at this stage to accurately evaluate the likelihood of an unfavorable outcome of any legal challenges brought by the Company against HMRC disputing this initial assessment and any assessments for other past periods. Accordingly, the Company has determined that a potential loss related to unpaid VAT is not probable. As such, we have not recorded a contingent loss for these assessments in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2024. The Company acknowledges that this matter poses risks of litigation and the ultimate resolution of this matter could result in an unfavorable ruling, which consequently could lead to a significant loss to the Company. As of March 31, 2024, if an unfavorable ruling is issued, we estimate a potential exposure of approximately $ 115 million, depending on fluctuations of foreign currency exchange rates, excluding interest and penalties. 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 of future payments, if any, 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, 2024, we did not have any material indemnification claims that were probable or reasonably possible. 19 Table of Contents Note 9. Stockholders’ Equity As of March 31, 2024, the 2005 Incentive Plan, as amended, has a total reserve of 32,168,895 shares of which 3,393,482 shares are available for issuance. Summary of Stock-Based Compensation Expense The stock-based compensation related to our stock-based awards and employee stock purchase plan for the three months ended March 31, 2024 and 2023 is as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of net revenues $ 2,064 $ 1,807 Selling, general and administrative 28,494 28,691 Research and development 8,230 7,237 Total stock-based compensation $ 38,788 $ 37,735 Restricted Stock Units (“RSUs”) The fair value of RSUs is based on our closing stock price on the date of grant. RSUs granted generally vest over a period of four years . A summary for the three months ended March 31, 2024 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, 2023 736 $ 367.63 Granted 610 311.35 Vested and released ( 231 ) 377.91 Forfeited ( 20 ) 377.56 Unvested as of March 31, 2024 1,095 $ 333.90 2.0 $ 359,130 As of March 31, 2024, we expect to recognize $ 311.9 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 3.2 years. Market-Performance Based Restricted Stock Units (“MSUs”) We grant MSUs to members of senior management. Each MSU represents the right to one share of our 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. MSUs vest over a period of three years and the maximum number eligible to vest in the future is 250 % of the MSUs initially granted. The following table summarizes the MSU performance activity for the three months ended March 31, 2024: 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, 2023 158 $ 811.06 Granted 83 617.79 Vested and released 1 ( 32 ) 1,102.09 Forfeited ( 5 ) 1,102.09 Unvested as of March 31, 2024 204 $ 679.52 2.1 $ 66,889 1 Includes MSUs vested during the period below 100% of the original grant as actual shares released is based on Align ’ s stock performance over the vesting period. As of March 31, 2024, we expect to recognize $ 82.2 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 2.1 years. 20 Table of Contents Restricted Stock Units with Performance Conditions (“PSUs”) During the three months ended March 31, 2024, we did not grant any PSUs to any employees. In the fourth quarter of 2022, we granted PSUs to certain employees which are eligible to vest based on the achievement of project-based milestones over a term of 2.2 years. Total PSUs granted were 4,728 and the weighted average grant date fair value for the PSUs was $ 201.63 . Compensation costs related to PSUs is not material to our operating results. Employee Stock Purchase Plan As of March 31, 2024, we have 1,931,910 shares available for future issuance under our Amended and Restated 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”). 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 March 31, 2024 2023 Expected term (in years) 0.9 1.8 Expected volatility 56.0 % 58.6 % Risk-free interest rate 4.8 % 4.8 % Expected dividends — — Weighted average fair value at grant date $ 100.10 $ 138.13 As of March 31, 2024, we expect to recognize $ 14.1 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.8 years. Note 10. Common Stock Repurchase Programs In May 2021, our Board of Directors authorized a plan to repurchase up to $ 1.0 billion of our common stock (“May 2021 Repurchase Program”), which was completed in March 2023. In January 2023, our Board of Directors authorized a new plan to repurchase up to $ 1.0 billion of our common stock (“January 2023 Repurchase Program”). The January 2023 Repurchase Program does not have an expiration date. 21 Table of Contents Accelerated Share Repurchase Agreements (“ASRs”) During the three months ended March 31, 2023, we entered into or completed ASRs providing for the repurchase of our common stock based on the volume-weighted average price during the term of the agreement, less an agreed upon discount. We did not enter into any new ASRs during the three months ended March 31, 2024; however, we did settle and obtain final delivery of shares for the ASR contract entered in the fourth quarter of 2023. The following table summarizes the information regarding repurchases of our common stock under the ASRs for the three months ended March 31, 2024 and 2023: Agreement Date Repurchase Program Amount Paid (in millions) Completion Date Total Shares Received Average Price per Share Q4 2022 May 2021 $ 200.0 Q1 2023 984,714 $ 203.10 Q1 2023 May 2021 $ 250.0 Q1 2023 805,908 $ 310.21 Q4 2023 January 2023 $ 250.0 Q1 2024 1,086,334 $ 230.13 Open Market Common Stock Repurchases During the three months ended March 31, 2024 and 2023 we did not repurchase any shares in the open market. During the three months ended December 31, 2023, we repurchased $ 100.0 million of our common stock through open market repurchases under the January 2023 Repurchase Program. As of March 31, 2024, $ 650.0 million remains available for repurchases under the January 2023 Repurchase Program. Subsequent to the first quarter, on April 26, 2024, we announced a plan to repurchase $ 150.0 million of our common stock through open market repurchases under the January 2023 Repurchase Program. Note 11. Accounting for Income Taxes Our provision for income taxes was $ 53.4 million and $ 46.8 million for the three months ended March 31, 2024 and 2023, respectively, representing effective tax rates of 33.7 % and 34.8 %, respectively. Our effective tax rate differs from the statutory federal income tax rate of 21% for the three months ended March 31, 2024 and 2023 primarily due to the recognition of additional tax expense resulting from U.S. taxes on foreign earnings, foreign income taxed at different rates, state income taxes, and non-deductible expenses in the U.S. 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. Our total gross unrecognized tax benefits, excluding interest and penalties, were $ 150.8 million and $ 149.2 million as of March 31, 2024 and December 31, 2023, respectively, a material amount of which would impact our effective tax rate if recognized. The increase in our unrecognized tax benefits relates primarily to positions taken on income tax return calculations finalized during the three months ended March 31, 2024 . 22 Table of Contents Note 12 . Net Income per Share 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 March 31, 2024 2023 Numerator: Net income $ 105,028 $ 87,798 Denominator: Weighted average common shares outstanding, basic 75,175 76,921 Dilutive effect of potential common stock 147 190 Total shares, diluted 75,322 77,111 Net income per share, basic $ 1.40 $ 1.14 Net income per share, diluted $ 1.39 $ 1.14 Anti-dilutive potential common shares 1 571 578 1 Represents approximately 569 thousand RSU and 2 thousand ESPP weighted-average outstanding common stock equivalent shares that are excluded from the calculation of diluted net income per share as the effect would have been anti-dilutive. Note 13 . Supplemental Cash Flow Information The supplemental cash flow information consists of the following (in thousands): Three Months Ended March 31, 2024 2023 Non-cash investing and financing activities: Acquisition of property, plant and equipment in accounts payable and accrued liabilities $ 21,284 $ 30,907 Final settlement of prior year stock repurchase forward contract 50,000 — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,998 $ 7,871 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 10,568 $ 5,559 Note 14 . Segments and Geographical Information Segment Information We report segment information based on the management approach. The management approach designates the internal reporting used by our Chief Operating Decision Maker 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 reportable segment. Certain operating expenses are not directly attributable to a reportable segment and must be allocated. Each allocation is measured differently based on the nature of the cost being allocated. Certain other operating expense are not specifically allocated to segment income from operations and generally include various corporate expenses such as stock-based compensation and costs related to IT, facilities, human resources, accounting and finance, legal and regulatory, other separately managed general and administrative costs outside the reportable segments and restructuring costs. We group our operations into two reportable segments: Clear Aligner segment and Imaging Systems and CAD/CAM services (“Systems and Services”) segment. 23 Table of Contents Summarized financial information by segment is as follows (in thousands): Three Months Ended March 31, 2024 2023 Net revenues Clear Aligner $ 817,251 $ 789,804 Systems and Services 180,180 153,343 Total net revenues $ 997,431 $ 943,147 Gross profit Clear Aligner $ 579,146 $ 566,139 Systems and Services 118,670 94,515 Total gross profit $ 697,816 $ 660,654 Income from operations Clear Aligner $ 286,238 $ 277,521 Systems and Services 49,693 35,576 Unallocated corporate expenses ( 181,796 ) ( 179,581 ) Total income from operations $ 154,135 $ 133,516 Stock-based compensation Clear Aligner $ 3,764 $ 4,654 Systems and Services 359 321 Unallocated corporate expenses 34,665 32,760 Total stock-based compensation $ 38,788 $ 37,735 Depreciation and amortization Clear Aligner $ 14,433 $ 16,398 Systems and Services 6,838 8,146 Unallocated corporate expenses 11,675 11,276 Total depreciation and amortization $ 32,946 $ 35,820 The following table reconciles total segment income from operations in the table above to net income before provision for income taxes (in thousands): Three Months Ended March 31, 2024 2023 Total segment income from operations $ 335,931 $ 313,097 Unallocated corporate expenses ( 181,796 ) ( 179,581 ) Total income from operations 154,135 133,516 Interest income 4,392 2,337 Other income (expense), net ( 141 ) ( 1,229 ) Net income before provision for income taxes $ 158,386 $ 134,624 Our Chief Operating Decision Maker does not regularly review total assets at the reportable segment level; however, we have provided geographical information related to our long-lived assets below. 24 Table of Contents Geographical Information Net revenues are presented below by geographic area (in thousands): Three Months Ended March 31, 2024 2023 Net revenues 1 : U.S. $ 432,101 $ 411,138 Switzerland 251,758 313,131 Other International 313,572 218,878 Total net revenues $ 997,431 $ 943,147 1 Net revenues are attributed to countries based on the location of where revenues are recognized by our legal entities. 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, 2024 December 31, 2023 Long-lived assets 1 : Switzerland $ 573,000 $ 575,432 U.S. 210,283 210,275 Other International 617,422 623,155 Total long-lived assets $ 1,400,705 $ 1,408,862 1 Long-lived assets are attributed to countries based on the location of our entity that owns or leases the assets. Note 15. Restructuring and Other Charges During the fourth quarter of 2023, we initiated a restructuring plan to increase efficiencies across the organization and incurred approximately $ 14.0 million in restructuring expenses, of which $ 5.3 million remained unpaid and were included in Accrued liabilities as of December 31, 2023. During the first quarter of 2024 , we reduced our December 31, 2023 restructuring liability by approximately $ 3.9 million, primarily due to cash payments. As of March 31, 2024, we had a remaining balance of $ 1.4 million recorded in Accrued liabilities. Note 16. Subsequent Event Subsequent to our quarter end, on April 22, 2024, we entered into a new Subscription Agreement (the "April 2024 Subscription Agreement") with Heartland. The April 2024 Subscription Agreement provided for us, among other items, to acquire an additional equity interest in Heartland through the purchase of Class A Common Stock for $ 75 million. In total, we have invested $ 150.0 million and acquired less than a 5 % equity interest in Heartland. 25 Table of Contents