Forward-Looking Statements
In addition to historical information, this quarterly report on Form 10-Q
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements include, among other things, our expectations and intentions
regarding our strategic objectives and the means to achieve them, our
expectations regarding the near and long-term implications of the COVID-19
pandemic on the global and regional economies, our beliefs and expectations
regarding macroeconomic conditions, including inflation, customer and consumer
sentiments, our expectations regarding the impact of the military conflict in
Ukraine generally and specifically regarding our operations and assets in
Russia, including the potential ramifications of sanctions and regarding
relations with other countries, our marketing and efforts to build our brand
awareness, our beliefs regarding digital dentistry and its potential to impact
our business, our intentions regarding expanding our business, our expectations
regarding the utilization rates for our products, including the impact of
marketing on those rates and causes for periodic fluctuations of the rates, our
expectation regarding customer and consumer purchasing behavior, including
expectations related to consumer demand for digital solutions, our expectations
for future investments in and benefits from sales and marketing activities, our
preparedness and our customers' preparedness to react to changing circumstances
and demand, results of operations and financial condition, our expectations for
our expenses and capital obligations and expenditures in particular, our
intentions to control spending and for investments, our intentions regarding the
investment of our international earnings from operations, our belief regarding
the sufficiency of our cash balances and borrowing capacity, our judgments
regarding the estimates used in our revenue recognition and assessment of
goodwill and intangible assets, our expectations regarding our tax positions and
the judgments we make related to our tax obligations, our predicted level of
operating expenses and gross margins and other factors beyond our control, our
expectations regarding staying in compliance with laws and regulations currently
applicable to, or which may become applicable to, our business both in the
United States and internationally, including sanctions and retaliatory sanctions
related to the military conflict in Ukraine, as well as other statements
regarding our future operations, financial condition and prospects and business
strategies. These statements may contain words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," or other words indicating future
results. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and in particular, the risks discussed below in Part
II, Item 1A "Risk Factors." We undertake no obligation to revise or update these
forward-looking statements. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.
The following discussion and analysis of our financial condition and results of
operations should be read together with our condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on
Form 10-Q and with our audited consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2021 as filed with
the Securities and Exchange Commission (the "SEC").
Executive Overview of Results
Trends and Uncertainties
Our business strategic priorities remain focused on four principal pillars of
growth: (i) international expansion; (ii) general practitioner dentists
adoption; (iii) patient demand and conversion; and (iv) orthodontic utilization.
Below is a discussion of the significant trends and uncertainties that could
impact to our operations:
COVID-19 Pandemic Update
The COVID-19 pandemic continues to cause significant volatility and uncertainty
in the global and regional economies, leading to changes in consumer and
business behavior, market fluctuations, materials and product shortages and
restrictions on business and individual activities, all of which are materially
impacting supply and demand in broad sectors of the world markets. As the
pandemic continues and new variants of the virus emerge, we are seeing a
resurgence of measures to prevent its spread and, consequently, continuing
fluctuations in the numbers of patients seeking treatment for dental services
and the number of doctors providing services and treatments in other markets.
Vaccinations and pandemic containment measures are driving the pace of economic
recovery unevenly in various regions. These preventative measures and ongoing
consumer concerns regarding the virus have continued to impact our results of
operations, sometimes materially, and may continue to impact our results in
future periods. Therefore, comparing our financial results for the reporting
periods of 2022 to the same reporting periods of 2021 or earlier may not be a
useful means by which to evaluate the health of our business and our results of
operations.
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Our top priority remains the health and safety of our employees and their
families, our customers and their staff, and we are taking prudent measures to
safeguard them while remaining flexible in our operational efforts. Concerns
regarding the spread and impact of the virus have lessened in many countries in
which we operate, including the U.S., and consequently, we expect to
substantially reopen our offices in those countries in the second quarter of
2022 and are adopting a flexible hybrid schedule that will allow many of our
employees the opportunity to collaborate and connect with others in the office
three days per week while having the option to work remotely other days. We
believe that this added flexibility will benefit employees and Align overall.
Further discussion of the impact of the COVID-19 pandemic on our business may be
found in Part II, Item 1A of this Quarterly Report on Form 10-Q under the
heading "Risk Factors."
Macroeconomic Challenges and Military Conflict in Ukraine
Our revenues and costs are also susceptible to fluctuations in macroeconomic
conditions, in line with changes in customer and consumer sentiment and demand,
capital equipment seasonality, inflation and slowing economic growth and
contractions, increasing prices for commodities and services and transportation
costs, disruptions in the manufacturing, supply and distribution operations of
us and our suppliers. These factors are further exacerbated by projections for
slowing economic growth and contractions in the future. The nature and extent of
the impact of these factors varies by region and remain uncertain and
unpredictable.
The military conflict between Russia and Ukraine is increasing the
unpredictability of the already uncertain macroeconomic conditions. We are
deeply concerned about the devastating events unfolding in Ukraine and the
significant humanitarian, economic and societal tragedy unfolding there. Our top
priority is ensuring the safety and security of our employees and their
families, particularly those most directly impacted by the hostilities and the
resulting sanctions and retaliatory sanctions. We employ a significant number of
research and development personnel in Russia as well as sales and marketing
personnel. We do not have employees in Ukraine. We have taken extraordinary
efforts to support our team members in the region, including helping them
financially and working to maintain their safety and security. Our leadership
continues to closely monitor the situation and evaluate ways in which we can
support local leadership and employees.
Although immaterial to our consolidated financial statements, our commercial
business operations in Russia have been significantly impacted by the conflict.
In February 2022, after the military conflict commenced, our primary shipping
vendor, UPS, ceased deliveries into Russia and shortly thereafter, we suspended
all commercial activities. Our current focus is on providing continuity of care
consistent with our values and ethical responsibility to patients, who are in
treatment. In doing so, we are also focused on managing compliance with global
sanctions applicable to our business, including significant restrictions imposed
by countries on both sides of the conflict targeting business entities, persons
and certain activities. The pace at which sanctions are being imposed and the
expanding number and breadth of the sanctions enacted are creating significant
global and regional economic challenges that bring significant uncertainty and
unpredictability to our operations.
Moreover, many of our international operations are denominated in currencies
other than the U.S. dollar and any weakening of the foreign currencies against
the U.S. dollar could have a negative impact on our financial condition and
results of operations. During the first quarter of 2022, primarily due to the
military conflict between Russia and Ukraine and the significant sanctions that
followed, Russia's currency, the ruble, weakened against the U.S. dollar. While
the weakening did not materially impact our financial results in the first
quarter of 2022, we continue to monitor the situation for future risks.
Overall, we expect the ramifications from the impacts of COVID-19, unpredictable
macroeconomic conditions, and the military conflict in Ukraine to persist,
creating uncertainty and unpredictability for consumers, global and regional
economies as well as our business and the businesses of our customers and
suppliers. We strive to manage the challenges by focusing on improving our
operations, building efficiencies in our processes, and adjusting our business
models to the changing circumstances. Specifically, we are managing cost impacts
through pricing actions and implementing cost saving measures and averting
supply chain shortages and delays by proactively communicating with our
suppliers and distributors and modifying our purchase order commitments to
mitigate the risks of production interruptions and maintaining inventory levels
greater than historically required. We have also increased our cybersecurity
measures to detect, protect and recover against potential incidents. We are
actively monitoring the impact of COVID-19 cases and restrictions, macroeconomic
challenges and the conflict in Ukraine and assessing various means to
potentially mitigate material unfavorable impacts on our future results.
Key Financial and Operating Metrics
We measure our performance against these strategic priorities by the achievement
of key financial and operating metrics.
For the three months ended March 31, 2022, we achieved the following:
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•Revenues of $973.2 million, an increase of 8.8% year-over-year;
•Clear Aligner revenues of $809.7 million, an increase of 7.5% year-over-year
reflecting the expanding opportunity for Invisalign system treatment among
adults globally, as well as the underlying orthodontic market as we continue to
build awareness of the Invisalign brand and drive utilization among teens and
younger patients through increased consumer marketing
•Americas Clear Aligner revenues of $376.2 million, an increase of 5.2%
year-over-year;
•International Clear Aligner revenues of $371.1 million, an increase of 5.0%
year-over-year;
•Clear Aligner volume increase of 0.5% year-over-year and Clear Aligner volume
increase for teenage patients of 6.0% year-over-year;
•Imaging Systems and CAD/CAM Services revenues of $163.5 million, an increase of
15.6% year-over-year primarily as a result of higher iTero service revenues
mostly due to a larger scanner install base;
•Income from operations of $198.1 million and operating margin of 20.4%;
•Effective tax rate of 28.4%;
•Net income of $134.3 million with diluted net income per share of $1.70;
•Cash, cash equivalents and marketable securities of $1,120.6 million as of
March 31, 2022;
•Operating cash flow of $30.5 million;
•Capital expenditures of $87.3 million, predominantly related to increases in
our manufacturing capacity and facilities; and
•Number of employees was 23,625 as of March 31, 2022, an increase of 24.5%
year-over-year.
Other Statistical Data and Trends
•As of March 31, 2022, approximately 12.8 million people worldwide have been
treated with our Invisalign system, approximately 73,000 iTero scanners have
been sold and approximately 49,000 exocad software licenses have been installed.
Management measures these results by comparing to the millions of people who can
benefit from straighter teeth and dental practices that could use intraoral
scanners and uses this data to target opportunities to expand the market for
orthodontics by educating consumers about the benefits of straighter teeth using
the Invisalign system, dental professionals and/or labs and service providers to
use iTero intraoral scanners, and dental labs and practitioners to install
exocad CAD/CAM software.
•For the first quarter of 2022, total Invisalign cases submitted with a digital
scanner in the Americas increased to 90.6%, up from 85.5% in the first quarter
of 2021 and international scans increased to 82.8%, up from 75.1% in the first
quarter of 2021. For the first quarter of 2022, 97.1% of Invisalign cases
submitted by North American orthodontists were submitted digitally.
•Total utilization rate in the first quarter of 2022 decreased to 7.3 cases per
doctor compared to 7.6 cases per doctor in the first quarter of 2021.
Utilization rates in North America and our International locations were as
follows:
?North America: Utilization rate among our North American orthodontist customers
remained consistent at 26.8 cases per doctor in both the first quarter of 2022
and 2021 and the utilization rate among our North American GP customers
increased to 5.0 cases per doctor in the first quarter of 2022 compared to 4.8
cases per doctor in the first quarter of 2021.
?International: International doctor utilization rate was 6.4 cases per doctor
in the first quarter of 2022 compared to 6.8 cases per doctor in the first
quarter of 2021.
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* Invisalign utilization rates are calculated by the number of cases shipped
divided by the number of doctors to whom cases were shipped. Our International
region includes Europe, Middle East and Africa ("EMEA") and Asia Pacific
("APAC"). Latin America ("LATAM") is excluded from the International region
based on its immateriality to the quarter, however is included in the Total
utilization.
Results of Operations
Net Revenues by Reportable Segment
We group our operations into two reportable segments: Clear Aligner segment and
Systems and Services 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 and Invisalign Go Plus.
?Non-Case products include, but are not limited to, retention products,
Invisalign training, adjusting tools used by dental professionals during the
course of treatment and, more recently, Consumer Products that are complementary
to our doctor-prescribed principal products such as aligner cases (clamshells),
teeth whitening products, cleaning solutions (crystals, foam and other material)
and other oral health products available in certain e-commerce channels in
select markets. We also offer in the U.S. and Canada, a Doctor Subscription
Program which is a monthly subscription program based on the doctor's monthly
need for retention or limited treatment. The program allows doctors the
flexibility to order both "touch-up" or retention aligners within their
subscribed tier and is designed for a segment of experienced Invisalign doctors
who are currently not regularly using our retainers or low-stage aligners.
•Our Systems and Services segment consists of our iTero intraoral scanning
systems, which includes a single hardware platform and restorative or
orthodontic software options. Our services include subscription software,
disposables, rentals, pay per scan services, as well as exocad's CAD/CAM
software solutions that integrate workflows to dental labs and dental practices.
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Net revenues for our Clear Aligner and Systems and Services segments by region
for the three months ended March 31, 2022 and 2021 are as follows (in millions):
Three Months Ended
March 31,
Net Revenues 2022 2021 Change
Clear Aligner net revenues:
Americas $ 376.2 $ 357.5 $ 18.8 5.2 %
International 371.1 353.3 17.8 5.0 %
Non-case 62.4 42.5 19.9 46.8 %
Total Clear Aligner net revenues $ 809.7 $ 753.3 $ 56.4 7.5 %
Systems and Services net revenues
163.5 141.5 22.0 15.6 %
Total net revenues $ 973.2 $ 894.8 $ 78.4 8.8 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Case volume data which represents Clear Aligner case shipments for the three
months ended March 31, 2022 and 2021 is as follows (in thousands):
Three Months Ended
March 31,
2022 2021 Change
Total case volume 598.8 595.8 3.0 0.5 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
For the three months ended March 31, 2022, total net revenues increased by $78.4
million as compared to the same period in 2021, primarily due to an increase in
Clear Aligner ASP, an increase in Clear Aligner non-case revenues, and increased
service revenues.
Clear Aligner - Americas
For the three months ended March 31, 2022, Americas net revenues increased by
$18.8 million as compared to the same period in 2021, primarily due to an
increase in ASP which increased net revenues by $24.3 million. Higher ASP was
mainly due to processing fees charged on most clear aligner orders and price
increases in certain markets which increased revenues by $11.6 million and lower
net deferrals which increased net revenues by $9.8 million. Higher ASP was
partially offset by 1.5% decrease in case volume, which resulted in lower net
revenues of $5.5 million.
Clear Aligner - International
For the three months ended March 31, 2022, International net revenues increased
by $17.8 million as compared to the same period in 2021, primarily due to a 3.0%
increase in case volume, which resulted in higher net revenues of $10.7 million.
Higher ASP increased net revenues by $7.1 million largely due to lower net
deferrals which increased net revenues by $20.6 million, and processing fees
charged on most clear aligner orders which increased net revenues by $13.9
million. The increase in ASP were partially offset by unfavorable exchange rates
which decreased net revenues by $22.9 million.
Clear Aligner - Non-Case
For the three months ended March 31, 2022, non-case net revenues increased by
$19.9 million as compared to the same period in 2021, due to increased volume
for retention products across all regions primarily driven by Vivera retainers.
Systems and Services
For the three months ended March 31, 2022, Systems and Services net revenues
increased by $22.0 million as compared to the same period in 2021 primarily due
to higher service revenues which increased $17.1 million mostly due to a larger
install base. Net revenues also increased $4.9 million mainly due to a higher
number of scanners sold.
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Cost of net revenues and gross profit (in millions):
Three Months Ended
March 31,
2022 2021 Change
Clear Aligner
Cost of net revenues $ 204.0 $ 168.7 $ 35.3
% of net segment revenues 25.2 % 22.4 %
Gross profit $ 605.7 $ 584.5 $ 21.2
Gross margin % 74.8 % 77.6 %
Systems and Services
Cost of net revenues $ 59.9 $ 48.9 $ 10.9
% of net segment revenues 36.6 % 34.6 %
Gross profit $ 103.7 $ 92.6 $ 11.1
Gross margin % 63.4 % 65.4 %
Total cost of net revenues $ 263.9 $ 217.7 $ 46.2
% of net revenues 27.1 % 24.3 %
Gross profit $ 709.3 $ 677.1 $ 32.2
Gross margin % 72.9 % 75.7 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Cost of net revenues includes personnel-related costs including payroll and
stock-based compensation for staff involved in the production process, the cost
of materials, packaging, freight and shipping related costs, depreciation on
capital equipment and facilities used in the production process, amortization of
acquired intangible assets and training costs.
Clear Aligner
For the three months ended March 31, 2022, our gross margin percentage decreased
as compared to the same period in 2021, primarily due to a higher mix of
additional aligners, higher freight costs and manufacturing spend. These factors
were offset in part by higher ASP.
Systems and Services
For the three months ended March 31, 2022, our gross margin percentage decreased
as compared to the same period in 2021, primarily due to manufacturing
inefficiencies driven by lower production volumes which was offset in part by
higher service revenues and ASP.
Selling, general and administrative (in millions):
Three Months Ended
March 31,
2022 2021 Change
Selling, general and administrative $ 439.5 $ 397.1 $ 42.3
% of net revenues
45.2 % 44.4 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Selling, general and administrative expense generally includes personnel-related
costs, including payroll, stock-based compensation and commissions for our sales
force, marketing and advertising expenses including media, market research,
marketing materials, clinical education, trade shows and industry events, legal
and outside service costs, equipment, software and maintenance costs,
depreciation and amortization expense and allocations of corporate overhead
expenses including facilities and Information Technology ("IT").
For the three months ended March 31, 2022, selling, general and administrative
expense increased compared to the same period in 2021, primarily due to higher
compensation related costs of $18.4 million from higher salaries and fringe
benefits due to increased headcount as we continue to invest in sales and
marketing to penetrate into new markets. Additionally, we also incurred higher
advertising and marketing costs of $27.8 million during the three months ended
March 31, 2022.
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Research and development (in millions):
Three Months Ended
March 31,
2022 2021 Change
Research and development $ 71.8 $ 54.5 $ 17.3
% of net revenues 7.4 % 6.1 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Research and development expense generally includes personnel-related costs,
including payroll and stock-based compensation, outside service costs associated
with the research and development of new products and enhancements to existing
products, software, equipment, material and maintenance costs, depreciation and
amortization expense and allocations of corporate overhead expenses including
facilities and IT.
For the three months ended March 31, 2022, research and development expense
increased compared to the same period in 2021, primarily due to higher
compensation costs from higher salaries and fringe benefits driven mainly by
increased headcount as we continue to focus our investments in innovation and
research.
Income from operations (in millions):
Three Months Ended
March 31,
2022 2021 Change
Clear Aligner
Income from operations $ 312.7 $ 327.5 $ (14.7)
Operating margin % 38.6 % 43.5 %
Systems and Services
Income from operations $ 50.8 $ 47.2 $ 3.6
Operating margin % 31.1 % 33.4 %
Total income from operations 1 $ 198.1 $ 225.4 $ (27.4)
Operating margin %
20.4 % 25.2 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
1 Refer to Note 13 "Segments and Geographical Information" of the Notes to
Condensed Consolidated Financial Statements for details on unallocated corporate
expenses and the reconciliation to Condensed Consolidated Income from
Operations.
Clear Aligner
For the three months ended March 31, 2022, our operating margin percentage
decreased compared to the same period in 2021, primarily due to lower gross
margins in addition to higher operating expenses as a percentage of revenues.
Systems and Services
For the three months ended March 31, 2022, our operating margin percentage
decreased compared to the same period in 2021, primarily due to lower gross
margins.
Interest income (in millions):
Three Months Ended
March 31,
2022 2021 Change
Interest income $ 0.7 $ 1.6 $ (1.0)
% of net revenues 0.1 % 0.2 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Interest income generally includes interest earned on cash, cash equivalents and
investment balances.
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For the three months ended March 31, 2022, interest income decreased compared to
the same period in 2021 mainly due to interest earned from the SDC arbitration
award in the first quarter of 2021.
Other income (expense), net (in millions):
Three Months Ended
March 31,
2022 2021 Change
Other income (expense), net $ (11.3) $ 34.5 $ (45.8)
% of net revenues (1.2) % 3.9 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Other income (expense), net, generally includes foreign exchange gains and
losses, gains and losses on foreign currency forward contracts, interest
expense, gains and losses on equity investments and other miscellaneous charges.
For the three months ended March 31, 2022, other income (expense), net decreased
compared to the same period in 2021 primarily due to a $43.4 million gain
related to the SDC arbitration award recognized in the first quarter of 2021.
Provision for income taxes (in millions):
Three Months Ended
March 31,
2022 2021 Change
Provision for income taxes $ 53.2 $ 61.2 $ (8.1)
Effective tax rates 28.4 % 23.4 %
Changes and percentages are based on actual values. Certain tables may not sum
or recalculate due to rounding.
Our effective tax rate differs from the statutory federal income tax rate of 21%
for both the three months ended March 31, 2022 and 2021, primarily due to the
recognition of additional tax expense resulting from foreign income taxed at
different rates, state income taxes, and non-deductible expenses in the U.S.
partially offset by the recognition of excess tax benefits related to
stock-based compensation. Additionally, a change in U.S. tax laws effective
January 1, 2022 which requires capitalization and amortization of research and
development expenses incurred after December 31, 2021 has increased our
effective tax rate for the three months ended March 31, 2022.
The increase in our effective tax rate for the three months ended March 31, 2022
compared to the same period in 2021 is primarily attributable to foreign income
taxed at different rates, capitalization and amortization of research and
development expenses in 2022, and lower excess tax benefits from stock-based
compensation.
Liquidity and Capital Resources
Liquidity and Trends
As of March 31, 2022 and December 31, 2021, we had the following cash and cash
equivalents and short-term and long term marketable securities (in thousands):
March 31, 2022 December 31, 2021
Cash and cash equivalents $ 926,119 $ 1,099,370
Marketable securities, short-term 86,749 71,972
Marketable securities, long-term 107,695 125,320
Total $ 1,120,563 $ 1,296,662
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As of March 31, 2022 and December 31, 2021, approximately $667.6 million and
$713.8 million of cash, cash equivalents and marketable securities were held by
our foreign subsidiaries, respectively. Our intent is to permanently reinvest
our earnings from our international operations going forward, and our current
plans do not require us to repatriate them to fund our U.S. operations as we
generate sufficient domestic operating cash flow and have access to external
funding under our $300.0 million revolving line of credit. We believe that our
current cash balances and the borrowing capacity under our credit facility, if
necessary, will be sufficient to fund our business for at least the next 12
months.
The geopolitical situation between Russia and Ukraine and the imposition of
sanctions against Russian banks or international bank messaging systems could
impact our ability to access our cash in Russia but would not materially impact
our liquidity position. As of March 31, 2022, cash and cash equivalents
domiciled in Russia represent approximately 5.0% of our total cash, cash
equivalents and marketable securities which is required to fund their working
capital.
Our material cash requirements are as follows:
•For 2022, we expect our investments in capital expenditures to exceed
$300.0 million. Capital expenditures primarily relate to building construction
and improvements as well as additional manufacturing capacity to support our
international expansion. This includes our investment in an aligner fabrication
facility in Wroclaw, Poland which is expected to begin serving doctors in the
second quarter of 2022, as a part of our strategy to bring operational
facilities closer to customers. As we continue growing, we intend to expand our
investments in research and development, manufacturing, treatment planning,
sales and marketing operations to meet actual and anticipated local and regional
demands.
•As of March 31, 2022, we have $649.9 million available for repurchase under the
stock repurchase program authorized by our Board of Directors in May 2021. Refer
to Note 9 "Common Stock Repurchase Program" of the Notes to Condensed
Consolidated Financial Statements for details on our stock repurchase programs.
Subsequent to the first quarter, on April 29, 2022, we entered into an
accelerated stock repurchase agreement to repurchase $200.0 million under the
program.
•There have been no material changes to the purchase commitments for goods and
services and future operating lease payments during the period covered by this
10-Q outside the normal course of business compared to the disclosures in Part
II, Item 7 of our Annual Report on Form 10-K for the year ended December 31,
2021.
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