DENTSPLY SIRONA Inc. (XRAY) Earnings Call Transcript & Summary

Good morning and welcome to today's conference call regarding Dentsply Sirona's acquisition of Byte. I'd like to remind everyone that a supplementary presentation will be used during today's call, which can be downloaded from the Dentsply Sirona's Investor Relations website. Now I'd like to turn the call over to John Sweeney, Vice President of Investor Relations for Dentsply Sirona.

Good morning, and welcome, everyone, to our joint Dentsply Sirona and Byte conference call regarding the Dentsply Sirona acquisition of Byte. This morning, we issued a press release announcing that we had acquired Byte and all cash transaction, and the press release is available in the Investors section of our website. I'd like to remind everyone that today's call may include forward-looking statements such as comments about our plans, expectations and projections. Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Please note that we assume no obligation to update these forward-looking statements, except as required by applicable law, even if actual results or future expectations change materially. Please refer to our SEC filings for a detailed discussion of these risks and uncertainties and for more information on risks associated with the acquisition, please see the press release issued today. Joining me on the call today are Don Casey, Chief Executive Officer of Dentsply Sirona; Jorge Gomez, Chief Financial Officer of Dentsply Sirona; and Neeraj Gunsagar, Chief Executive Officer of Byte. And now I'd like to turn the call over to Don Casey, Dentsply Sirona's CEO. Don?

Thanks, John. Happy New Year to everyone, and thank you for joining us on short notice to discuss today's announcement. First, let me say, we are excited for both Dentsply Sirona and Byte. Earlier today, we announced that Dentsply Sirona has acquired Byte, a leading direct-to-consumer, doctor-directed clear aligner company. Jorge and I are happy to be joined this morning by Neeraj Gunsagar, Byte's CEO. If you don't know Byte, he will give you a crash course on the company and why it's such a great platform in a few minutes. After our prepared remarks, we will open the call to take some questions. Before I go any further, I should quickly highlight our strategy and vision and why this transaction makes sense for Dentsply Sirona. As you know, our strategy has been based on taking advantage of the unique global breadth and depth of our company to create more meaningful solutions for dental professionals. To achieve this vision, the company is focused on 3 core priorities over the last 2 years: growth, improving our margins and simplifying our organization. By acquiring Byte, we are taking an important step to enhance the continued growth of Dentsply Sirona. It also directly supports our focus on innovation. As you've heard me say before, there is a strong R&D engine here. The improvements around SureSmile, the launch of Primescan, Primemill, SureFil one and Axeos are just a few examples of recent launches. But we also believe that we can be opportunistic in tapping into external innovation, and Byte is a great example. Turning now to Slide 6. The combination of Dentsply Sirona and Byte is compelling, both strategically and financially, and will create real value for our shareholders. We believe that the clear aligner market has become one of the most important categories in dental. It is fast-growing, profitable and is driving the acceleration of the dental digital dentistry. With this transaction, we are significantly enhancing our scale in this critical category. We will now have 2 leading assets: SureSmile, our innovative in-office clear aligner system, in one of the most attractive markets within dentistry and now, Byte. We also believe the transaction has the potential to increase access to quality dental care for additional patients, which we will discuss further in a minute. And from a financial perspective, the transaction is very compelling in both the first year and over the longer term. It's expected to be accretive to non-GAAP earnings per share in 2021 and to our longer-term financial targets. Jorge will provide more details on this later in the presentation. If you now turn to Slide 7, I'd like to walk through the way Byte fits into our business and the benefits of our enhanced clear aligner portfolio. Let's first take a look at what Dentsply Sirona brings to the table. As you know, Dentsply Sirona's global Dental Solutions platform has a strong network of dental professionals. And going forward, we believe we can expand Byte into this area as well as into international markets. As I mentioned earlier, we have a strong R&D capability, and we will bring that passion for innovation to Byte, expanding its portfolio. Our company has an extensive global supply chain and logistics platform. Utilizing that platform, there can be improvements in the efficiency of Byte, lowering its cost and further improving margins. And Dentsply Sirona also has SureSmile, our advanced root-to-crown clear aligner system that will focus -- that will remain the focus in our professional channel. We have been very pleased with how this business is developing and expect that business to continue to drive growth for the company. In short, Dentsply Sirona brings a global reach and unmatched resources that we believe will help drive continued success and growth at Byte. Now on to Byte. Byte employs a direct-to-consumer approach, which has worked to increase patient access to dental care. Byte's advanced technology provides quality care for patients and gives them the gift of an improved smile. And Byte has a strong consumer brand and comes with a robust marketing and data analytics platform to support it. To summarize, when we think about this transaction, it offers multiple strategic benefits. The first is the increase in scale in the clear aligner space; second, leveraging each of Dentsply Sirona and Byte's unique capabilities, the combined clear aligner business is well positioned to unlock additional growth and profitability. Next, this combination will now have both in-office and at-home solutions and will allow us to expand our total addressable market and extend access to additional patients. As Neeraj will speak to more, Byte aspires to expand access to oral health care as they serve many patients who do not regularly attend a dentist office today. Furthermore, by combining Byte's direct-to-consumer marketing expertise with Dentsply Sirona's focus on dental clinicians, we will broaden our reach to improve the outcome for more patients. And at the end of the day, that's why we do what we do. Finally, we believe this acquisition will deepen our connection with dental professionals and consumers worldwide. As Byte patients start purchasing orthodontic products, it is both our, as well as Byte's belief, that they will look to engage with dental professionals for their overall oral health care needs. This has the potential to drive more opportunities to introduce dentist-driven solutions to the addressable market. All of this gets our team very excited about the possibilities going forward. Before concluding my section, I did want to acknowledge the hard work and dedication of the Dentsply Sirona team, both throughout 2020 and most recently completing this transaction. It is a real privilege to work with this passionate, committed group every day. And with that, I would now like to turn the call over to Byte's CEO, Neeraj Gunsagar, to talk a little bit more in-depth about Byte and why we are so enthusiastic to bring them into the Dentsply Sirona family. Neeraj?

Thanks, Don, and good morning, everyone. First, I'd like to say that on behalf of the entire Byte team, we're thrilled to be joining Dentsply Sirona. Since Byte was founded, we focused on one goal, meet the needs of millions of people around the world by providing them an opportunity to improve their smile. Today, we've achieved a major milestone in that journey, and we couldn't be more thrilled to partner with Dentsply Sirona and accelerate our mission of changing the world, one smile at a time. For those of you who may not be familiar with Byte, here's a quick primer. We were founded in 2017, with headquarters in Los Angeles and rapidly growing offices in both Utah and Costa Rica. In fact, we've grown our employee base over 500% since the beginning of 2020 and don't see that slowing down anytime soon. Our mission since Day 1 has always been clear, increased access and affordability to dental care for patients with our easy-to-use aligner system. Our nationwide consumer experience provides fast and convenient aligners with effective treatment planning, that is overseen by an extensive network of licensed dentists and orthodontists. As our customer base grew in 2020, our mission became a reality as our platform extended access to a patient population, historically prohibited proper oral care due to high costs. The majority of our current customer base either has not visited the dentist's office recently or never had any dental procedures in their past. We've been thrilled to see that our consumer-friendly experiences and convenient clear aligner system has resonated with so many new dental patients. Furthermore, since the majority of our existing customer base is without a dental professional relationship, we see a real opportunity through this transaction to transition our customers over to a local professional for the long-term care of our customers' oral care needs, true incrementality of new customers into dental offices across the U.S. and abroad. We've also established highly effective marketing capabilities that help drive customer acquisition. Not only are we doing this successfully, we believe we have an untapped opportunity to drive these patients towards an oral care relationship with a local professional, whether that be aligners, braces, brackets or cleaning. Through our customer engagement tools, we have found strong interests from customers and potential customers to meet with a professional, if Byte presented the opportunity for an in-person consult. Byte has also assembled a great leadership team and employee base, and I'm pleased that our team will be joining Dentsply Sirona as we continue to drive Byte forward. I'm proud to note that Byte was always built around the concepts of profitability and responsible growth. We've continued that foundation by building a solid financial profile with operational excellence across all parts of our company, resulting in strong revenue and profitability metrics and a great future. Turning to Slide 10. You'll see why we're so confident in our platform and why we've been able to address unmet needs in dental care. Byte addresses some of the most important facets of a successful clear aligner experience. Not only do we offer fast results for mild-to-moderate orthodontic needs, our doctor-directed care and focus on customer service drive excellent patient outcomes. Our system also offers 100% approval financing onshore customer services and many other advantages. Taken together, we have established a differentiated clear aligner platform that our patients appreciate and value. Looking ahead, we see a number of opportunities to leverage Dentsply Sirona's global resources and capabilities to enhance our growth and help even more patients to access quality dental care. With that, I'll turn the call over to Dentsply Sirona's CFO, Jorge Gomez.

Thanks, Neeraj, and good morning, everyone. Turning now to Slide 12. I'd like to provide an overview of the transaction and discuss some of the strong financial merits of this deal. Under the terms of this transaction, Dentsply Sirona has acquired 100% of Byte for $1.04 billion. The acquisition was fully funded with cash on hand. As Don mentioned, this acquisition is compelling both strategically and financially. Clear aligners is a fast-growing segment within the broader dental market. The addition of Byte is expected to expand Dentsply Sirona's product offerings, customer base and access to new markets. Utilizing Dentsply Sirona's global reach, R&D capabilities and deep commercial expertise, we expect to further enhance Byte's growth, both domestically and globally. As we have stated previously, our targeted long-term revenue growth rate is 3% to 4%. Byte is expected to be accretive. And therefore, our long-term revenue growth rate is now expected to trend above the previous target. We also expect the transaction to be accretive to Dentsply Sirona's 2021 non-GAAP earnings per share and to improve in years thereafter. We are thrilled that Neeraj and the existing Byte management team will continue to operate the Byte business as part of Dentsply Sirona. They have done a remarkable job building a fast-growing, profitable business over the last few years. Lastly, this transaction closed on December 31, 2020. Going forward, we will report Byte within the digital dentistry business of the Technologies & Equipment segment. Slide 13 shows the key financial highlights of this acquisition, both from a short-term and a long-term perspective. We expect Byte's 2021 run rate sales to come in at approximately $200 million and to be accretive to our 3-year -- to our 3% to 4% long-term revenue target. Combined with our SureSmile business, Dentsply Sirona's clear aligner portfolio is expected to generate an annual revenue run rate in excess of $300 million in the fourth quarter of this year. Byte is also expected to be accretive to earnings in fiscal '21 and the years thereafter. I should also note that the cash tax benefits, this transaction unlocks, are expected to have a net present value of approximately $160 million. Moving on to Slide 14. We are excited to take another important step to drive growth and value for all of our stakeholders. Byte is a high-growth and profitable business that fits well into our strategy and key business objectives. On this page, you can see the restructuring pillars and execution KPIs we announced in 2018. First, grow revenues. To achieve this, our teams have revamped our innovation engine, improved our demand-creation capabilities and expanded our footprint in growing markets. Second, improve margins. To execute on this pillar, we integrate it into a single global supply chain; implemented disciplined cost management programs; completed 6 portfolio shaping initiatives and expanded operating profit margin by more than 4 percentage points. And third, simplify the organization. To achieve this, we implemented an operating structure that utilizes our global scale, met headcount reduction goals and reduced costs by over $140 million as of the end of Q3 2020, and are on track to achieve $250 million in cost savings by the end of 2021. With our continued focus on these initiatives, as a backdrop, we assessed the potential benefits of this transaction. We are confident that the acquisition of Byte will help deliver on the execution of our strategic plan. Furthermore, Dentsply Sirona's strengthened R&D and commercial platforms are well-positioned to support Byte expansion. The combined clear aligner portfolio of Byte and SureSmile will drive revenue growth, more patient access and will further support our dental partners. Dentsply Sirona is now better positioned to capitalize on this high-growth dental category. Turning to Slide 15. Let me recap the key strategic and financial benefits from this transition. First, it significantly enhances our scale in the important clear aligner market. Second, it increases access to quality dental care for additional patients. And third, it provides accretion to our long-term financial targets and non-GAAP EPS in 2021. Before I open up the call for Q&A, I want to thank all of Dentsply Sirona's employees who worked tirelessly to complete this transaction. I also want to welcome all Byte employees to Dentsply Sirona. With that, we will open the call for questions. Operator, please go ahead.

[Operator Instructions] Our first question comes from Michael Cherny with Bank of America.

Congratulations on the transaction. One quick clarification. Just regarding the margin targets. Jorge,so I hear you correctly? I just want to make sure I have the slides correctly that you're reaffirming the 22% target for 2022?

Yes. Michael, good morning, and thanks for the question. As we said, I mean, COVID is -- has provided a lot of challenges in the short term. We -- assuming that there are no major financial impacts from COVID going forward, we believe we have a very good shot at hitting the 22% by '22. In addition to that, frankly, Byte is going to help us in that direction as well. So we remain confident. But again, there's still a lot of uncertainty around COVID. But we should be able to get there.

Understood. And then just -- when thinking about Byte and the dynamic and bifurcation of the direct-to-consumer market versus the professional market, how do you think about the relationship you already have with the orthodontists on the professional side, and the push in the marketing pull that you'll have in terms of the 2 separate platforms on a long-term basis?

Yes. Michael, Happy New Year, and thanks for the question. Look, we think a couple of things. First, we -- by participating in both channels, we think we're going to be able to actually create a lot more patient interest. And some of that patient interest is going to be with people with Class II and Class III occlusions, which are not appropriate for us to treat with Byte. So we can drive those into the orthodontist area as well as general dentists and push a mature smiles. So we think that's a clear benefit. The second thing is we, at SureSmile, really think that ultimately to be competitive, we were going to have to add some DTC capabilities, and now we have the opportunity to do that. And just -- look, the last issue is, as we really focus on expanding what Byte's portfolio is, we think we can potentially bring that to dental -- to dentist office all around, whether that's orthodontists or general practitioners, in such a way that says, "Hey, look, people would really prefer to get potentially a scan or they would like to create a relationship with a dentist because we're really dealing with an underserved population here, where a significant percentage of the people who are interacting with Byte today don't have a regular dentist." So our story to the dentist's office is going to be, "Hey, what a great opportunity you have to begin to build a relationship with people who aren't necessarily accessing oral health care professionals today."

Our next question comes from Erin Wright with Crédit Suisse.

Can you speak to the manufacturing strategy for Byte versus SureSmile? And where you stand now with capacity when you'll be building out capacity to support any sort of upcoming demand? And can you give us kind of a framework of sort of the opportunity to improve Byte's profitability on that front?

Yes. Thanks, Erin. Happy New Year. It's interesting. We had discussed kind of in our last call, when we were giving some detail around SureSmile, that we had actually spent a lot of time in 2020 expanding the capacity and modernizing kind of the supply chain around SureSmile. And we felt that we had to expand capacity just to handle SureSmile demand, and we feel very good that we are able to achieve that. One of the things, as we were evaluating going through this transaction is, do we have an opportunity to expand our global supply chain to really help Byte out? And whether it's the impression material or obviously, whether it's potential synergies as we look at treatment planning or whether it's manufacturing, we think that, a, we have the capacity to do that. We kind of built out the capacity when we were doing the SureSmile work in 2020 to basically take on something like Byte. But one of the things that we're learning with Byte, they have a pretty global manufacturing apparatus today. And it's going to give us a great benchmark. Look, we would like to bring everything inside because obviously we have fixed assets and fixed capital that we can really do a good job leveraging. But now we have a benchmark outside. So one of the challenges that we've thrown out to our team is how do we improve internal, how do we improve external? But I would tell you, Erin, without getting into too much specificity, we think there's a significant opportunity to improve margin by virtue of taking full advantage of our global supply chain, whether that's, again, just manufacturing, treatment planning and logistics. We -- it's a clear opportunity for us.

Okay. Great. And then do you have any sort of metrics on the conversion rates for the at-home kids or the percentage of customers using the Byte Pay, the financing and component or even just the general kind of turnaround times and differences between what you have on SureSmile versus Byte or another DTC offering?

Yes. Erin, without getting into a huge amount of specifics, look, SureSmile tends to be a little bit of a slower sell. I mean, that's interacting with dentists. The dentist is going to work through. I mean, with Byte, it's really a 2-step operation, which is you basically are looking to drive customers to purchase the impression kits. And then from the impression kits, once they send it, we have to make an evaluation from a treatment planning perspective. Is it appropriate for Byte treatment? Do they want to do night Byte? Or do they want to do the day treatment? We're not, at this point, going to provide a huge amount of specificity on S1 to -- what we call S1 to S2 conversion, but it's something that we've been very happy with as we did our diligence. We think it's an area that we can continue to improve. They do a great job today, but as we get bigger and better, and we can put more resources, we think we have an opportunity to improve it. But SureSmile is a longer sell and it's interaction multiple times with the dentist. And by the way, we continue to be really happy with what's going on in SureSmile. This gives us a different avenue to a different group of consumers. It works a little bit faster than what we see typically on the SureSmile side.

Our next question comes from Glen Santangelo with Guggenheim.

Don and Neeraj, I'd love to hear from your perspective. And I'm sorry if I missed this. So all the revenues at Byte today domestic? And Don, it kind of sounds like one of the strategies here is to leverage your global footprint. And to that point, Neeraj, I'm kind of curious to get your take on why you thought a merger with Dentsply was the best course of action for your company versus, say, a traditional IPO in terms of how you best monetize what you all have built at Byte?

Yes. I'll start, and we'll let Neeraj answer why Dentsply Sirona is so much of a better home than an IPO. Look, the vast majority of revenue today is U.S.-based. There's a little bit in Australia, and there's a little bit in Canada. But look, one of the opportunities for Dentsply Sirona is global. And whether that's when we think about our global supply chain footprint that will facilitate moving this around the world or our commercial, we're in 100 countries. Does that mean tomorrow morning, we're going to pick up Byte and run it around the world? No. I mean, we think we've got significant opportunities to expand it in the market today. Just expanding the product offering, expanding this into the dental professional area, gives us a lot of opportunities. But look, when we built the model out and one of the reasons we're excited about this thing is basically creating a much more complete portfolio. So when we do look to go globally, we feel that we're going to have multichannel opportunities. So we -- stay tuned for the pace at which we globalize this business, but that's clearly on that schedule.

Yes. Thanks for the question, this is Neeraj again. When we looked at the future at Byte, there's a couple of things that we thought about really, really deeply from a mission perspective. One is, we want to be able to bridge the Byte experience to consumers on an access and affordability scale quickly. And the second piece was we truly believe in the concept of innovating and elevating for the entire industry. And so I wanted to make sure and my team wanted to make sure that we connected with a company that had really powerful relationships with the dental industry today. And so one of the things that you'll hear loud and clear from us going forward is we believe the concept of direct-to-consumer aligners, coupled with an in-office offering as well, which we see from a bunch of patients coming through our experience today, is the way to really build out this business. So as you know, Dentsply Sirona is a leader in the concept of building out a real professional channel. They've got dentists and orthodontists across the entire globe. And the way we thought about it, from a perspective of an IPO or an acquisition by Dentsply, is this accelerates our mission much quicker than anything we could have done on our own. And so we're super excited about the growth of Byte over the coming years. And once again, just resonating our mission about changing the world one smile at a time, it allows us to do this quicker than ever. So that's one of the major reasons why we decided on going the route with Dentsply.

I appreciate that. Maybe if I could just ask one quick follow-up to Jorge. Jorge, I just wanted to ask if you could elaborate on the tax benefits of $160 million? How quickly do you think the company will realize those benefits? And I'm trying to put that into context of the valuation that was paid for Byte.

Yes. Glen, thanks for the question. This tax benefit is the typical deductibility of intangible assets amortization. So a real cash benefit that happens over 15 years is actually more front-ended than back-ended. So meaning the benefits in the first years are greater, and they kind of diminish over time. And the -- we estimate -- and I think there's probably a conservative estimate of benefits of about $160 million, real cash, real NPV.

Our next question comes from Tycho Peterson with JPMorgan.

Wondering if you could talk about competitive positioning in the DTC channel. How does Byte differentiate versus SmileDirect, Candid, or some of the other direct-to-consumer companies?

First, Tycho, happy new year. A couple of things. If you really look at the market, clear aligner market, there's a couple of channels, and there's a couple of approaches. And let me kind of tell you how we think about it. I'm sure they would have additional perspective. Obviously, Invisalign tends to be a direct-to-consumer professional channel. SmileDirect has been -- started as much more of a retail and a direct-to-consumer business. Byte was built from the beginning around a direct-to-consumer business with a full network of licensed professionals involved. It's really interesting when you deal with a digitally native company and the analytics and that go along with how they built the model and they basically built it to be profitable from Day 1, offering a range of products and financing and other things that made us very, very competitive. Where we are today obviously COVID changed some of the dynamics about retail. You have companies that are trying to move much more digitally native, if you will. We're already there. We feel our product lineup is terrific between Byte, night Byte and we have a product called HyperByte, which is one of the key differentiators for us, which is -- it's basically a vibration system that relieves some of the initial irritation that comes along with clear aligners, and we believe can help accelerate compliance, which leads to better outcomes. So we feel pretty good about that. One of the things we look forward to going into the future, Tycho, is what we have been doing a ton of R&D on the SureSmile side that we can bring over to Byte. And there's some stuff that Byte does that we can bring over to SureSmile. So the opportunity now to have a platform that gives you both a direct-to-dentist channel as well as the direct-to-consumer channel with 2 different brands, you're leveraging the R&D over those 2 brands. But right now, look, we feel that Byte is one of the leaders. If you look at kind of the direct-to-consumer space, whether it's a Candid, whether it's a SmileDirect. We feel we're extremely competitive from a product as well as a customer experience offering.

Okay. And the pricing model. I mean, you mentioned the HyperByte, I think that's $700 on the website. I mean, should we think about you guys being kind of comparable to some of the other direct-to-consumer providers or added premium?

Yes. Thanks for the question. This is Neeraj again. No, it's -- I mean, the pricing is at par with everybody else. HyperByte is included in the aligner system offering that the consumer gets. It's an added benefit that you get in Byte versus anybody else. So we find ourselves very competitive, if not, a much better value and experience for the consumers. I mean, first and foremost, our experience is differentiated across every single review platform out there. And so we're very, very, very keen on making sure we maintain that differentiation, and that comes from the product offering and the experience consumers have, but it also comes from the Byte DNA perspective. And we spend a lot of time and effort understanding our consumers, understanding their journey, understanding what parts of the journey they need to have elevated and what parts of the journey we do really well. And so one of the reasons why Dentsply Sirona is really, really interesting to us is consumers do want to have that dental professional relationship, either on the front end of this or on the back end of this, if you think about teeth cleaning. And one of the first things consumers come to us, after they go through the Byte experiences, I just spent some money on improving my smile. Now I actually want to maintain it. And that's when we have a really big opportunity to bring these incremental patients in dental offices in the U.S. at a scale not seen in quite some time in the dental industry. So that's how we think about Byte from a pricing and a differentiation standpoint in the industry today.

Okay. That's helpful. And then just one follow-up for Jorge. On the accretion -- $0.05 accretion on $200 million in sales next year -- or sorry, this year. How should we think about it in kind of year 2? Presumably, there's a heavy element of DTC spending here that's maybe weighing down on the accretion. But can you just give us a sense of what your 2 accretions might look like?

Yes. Thanks, Tycho. Yes, you're correct. In the first year, the margin rate is going to be lower than probably the overall Dentsply Sirona's operating profit margin because of the impact we will be making in year 1. But beginning in the year 2, year 3, this is going to be -- this transaction is expected to be accretive to our margin targets that we have stated for the company. So that is the trajectory we're expecting for this business.

Our next question comes from Jeff Johnson with Baird.

Congratulations on the deal. Jorge, maybe just following up a couple of questions there. You talked about profitability. Help us out at the gross margin line. I hope I didn't miss this, but did you talk at all about gross margin with the Byte product? And maybe put it in the context of Dentsply's gross margin in the upper 50s? The line runs kind of low 70s, kind of anything between those card rails you can help us out on?

Yes. Josh, we didn't talk about the gross margin rate for this business. But it's very attractive. It's consistent with gross margin rates in the category. And Don talked about manufacturing strategy. And there's a couple of things we are working on that will be part of the accretion that this transaction is going to bring for us. So very happy about the overall P&L profile of Byte and how it is going to be accretive to our overall P&L.

Okay. And then you did talk about it being accretive to margin targets. I assumed, even by 2022, I think, was your answer to Tycho. So just confirming, do you think the SG&A burden, you can kind of get under control by next year and have it accretive to that '22 by end of '22 target? And then does this do anything to your balance sheet capacity? A little bit net debt-to-EBITDA now probably a little over 3x after this deal, are you comfortable there? And how to think about kind of future balance sheet utilization over the next year or 2?

Yes. On your first question about the trends in the P&L over time. Your description is correct. That is aligned with our expectations. With respect to balance sheet capacity, we have a very healthy balance sheet. We did this transaction with 100% cash on hand. In the short term, the debt-to-EBITDA ratio is going to be a little bit high. But given our consistent cash flow generation, all the cash that we generated in 2020, we expect to be within a much lower debt-to-EBITDA ratio soon. And I think that keeps us in a good position. We like the credit rating that we have. We are very committed to our investment-grade rating. Because over time, as we generate cash, and we want to always have financial flexibility to manage our capital deployment strategies over time.

Our next question comes from Elizabeth Anderson with Evercore.

Congrats on the transaction. My question is I want to understand a little bit better how you see sort of merging the technology. Like what parts of the Byte technology do you see could be like an early win for SureSmile, either on just number of cases -- additional cases in terms of data on teeth moving or something else? And then if that answer changes over the longer term?

Yes. Thanks, Elizabeth, and happy new year to you as well. Look, there's a couple of things that we look at on the Byte side that can be transferred over to the Dentsply Sirona side pretty quickly. I mean, one is HyperByte. We've got some work to do around that, but that's a clear opportunity. The other thing is, we've talked a lot about digital dentistry. And one of the things about digital dentistry is the need for data. And the more data that you get, the more intelligent you get, whether it's AI or other things. So the fact that we're going to have treatment planning out of Byte. And again, think about Byte comes in, and while we do a good job there targeting people with mild to moderate occlusion, there are people that don't necessarily fit into that mold. So again, if -- I'm not disclosing exactly what that percentage looks like, if 10 patients come in and we can treat some of them with Byte, we still have all 10 in the treatment planning thing. So over time, you begin to build up a very, very impressive number of cases that you're reviewing. And the more cases you have, the smarter your treatment planning gets over time. So we think that's very positive. And the other thing, Elizabeth, that I was trying to get through in the prepared remarks, maybe didn't come off as clearly as we'd like. When we do R&D into the clear aligner space, whether it's about materials, whether it's about manufacturing, whether it's about additives, whitening and other stuff, when you're doing that for 2 brands right now, you're basically leveraging your R&D expenses over 2 different places. So that should make our R&D spending a lot more efficient, if you will, into this space. And whether that's physical -- again, the materials, how quickly can you move people through the process and -- or whether it's in the software side, treatment planning, it's very, very beneficial to create scale here.

Our next question comes from John Block with Stifel.

Just 2 questions. Neeraj, I'll start with you. Byte being profitable at this revenue run rate is certainly impressive. And I believe you found a way to grow the business quickly at a very effective CAC. And maybe if you could just elaborate on that a bit, the CAC? And how you kept that down? And Don, is that CAC formula something that you may accelerate due to arguably, your deeper pockets over at Dentsply Sirona?

Yes. Thanks for the question. Yes. So we spent a lot of time really understanding the customer journey. So I think, first and foremost, from a digital acquisition perspective, when you have a larger ticket purchase like this, you really have to understand that the customer journey is not linear. So we spend a lot of time understanding that customer journey. We work with our partners at Google and Facebook and other places. And when you focus from the ground up on customer experience, customer experience is just -- it can be really relayed on the digital side in conversions, right? So as you get more and more powerful customer experiences, you have higher, higher conversion levels, which just kind of steamroll on top of each other as you think about a referral business that becomes bigger and bigger and bigger. And so I think from a CAC perspective, I took a lot of the stuff that I learned in my previous job over at TrueCar, from a digital acquisition perspective, brought that over to the Byte team that has already been doing an incredible job, and really focused on scaling the business the right way, which is making sure that we kept a real strong eye on CAC, while making sure that was anchored in customer experience and profitability. So we don't -- we won't spend a ton of more money just to drive growth if that growth comes at the expense of either customer experience or profitability, and I think you can do both. And once you do those properly, and you understand the different channels and how they work together in a nonlinear fashion, you end up being able to acquire customers for CAC and maintain that CAC as you scale into, I think, well, $1 billion in the coming years, that's kind of how we think about the business, and that's what we brought over to the Dentsply team when we met with them early on. And so we're very confident about where our CAC is today. We believe we can continue to scale that. We still think we're in the early innings of awareness in the category. So I think consumers are just becoming more and more aware of the concept of being able to do this from the comfort of their home. So if you think about SEO and other opportunities we have there on the content side of building this business out, like I said -- I think I told Don this when I first came, I think we're still in the first inning of a really long run of consumers having more access to the concepts and around this, not just in the U.S., but globally. And we'll be able to be the leader of this with Dentsply and Byte coming together and building this in the future. So that's how we think about customer acquisition costs and the ability to maintain those as we scale to a much larger base than we are today.

And John, as we look at it, one of the things that we're going to be exploring is there's lots of opportunities to grow Byte. We can grow domestically. We can bring it into the professional network. We can expand it globally. There's new products that you can add, there's aftercare and a whole lot of things. So whether -- how we think about investing in this business is, first, we think it's a profitable business. We think the category is going to grow. We'd like to think we're going to gain share in that category over time. And we will do -- one of the things we love about this business, we can measure CAC almost daily. And the analytics that come along let us really see the effectiveness of different investments that we want to make. So we expect this to be an investment area for us in the future. And again, whether it's putting more into different elements of the marketing mix, or whether that's new products, or whether that's looking at location, or whether that's expanding channel, lots of opportunities to continue to accelerate this business.

Okay. Great. A lot of helpful color. Follow-up is, look, I think it's certainly an interesting deal. It could aid the long-term revenue trajectory. It puts the balance sheet to work. But there is something I'm struggling a little bit with, and that's the potential channel conflict. And I get it. I mean, you guys talked about, ideally, some of the Byte patients would then go to a general dentist for dental care. I mean, they haven't yet, but ideally, they would. But from the Byte acquisition, Don, you're validating, I believe, the disintermediation of the dentists for clear aligner is a highly lucrative area for them. And are you worried about their reaction to this, their potential pushback, and how that may impact other parts of your business? Pardon me, but are a little bit more meat to in nature, for example, a part of your consumable business?

Yes. It's interesting. We obviously did a lot of research among dentists about this idea and whatnot. And what we found makes us very, very comfortable. If you think about it, Jon, the clear aligner category is probably the fastest-growing category in all of dental. And one of the reasons is this kind of direct-to-consumer demand cushion activity, whether it was from Invisalign or whether it's SmileDirect, or others, has really created a category. Now what dentists are seeing is right now, they -- the dental direct clear aligner market continues to grow 20% to 25%. And there -- it continues to be a very, very lucrative market. So basically, what we were finding in our research is that dentists were saying, "Hey, the more awareness of clear aligners, the better." And that's part 1. Part 2 is we don't look at this as a disintermediation. I mean, the important issue for us is, hey, look, the numbers of people that are actually coming into the Byte network, most of them do not have a primary care dentist. And if they're going to shell out close to $2,000 to fix their smile, they've indicated a high level of interest in creating a relationship with the dentist to preserve their investment, and actually go in. So we think we have a tremendous opportunity, kind of a unique opportunity within the category because we do have such an extensive network with dentists today to sit there and say, "Hey, look, we're seeing X number of patients. We can treat X number here. We can refer these patients to people in our dental network. So we think it's a net addition to what the professionals are going to see." And Jon, the last point, you've been around in health care for a long time. I mean, it's one of these arguments. If you go back in the Dentsply history and you look at Endo, and it's like: "Gee, you're letting general dentist do endo procedures. Is that going to mean that the endodontist is going to lose business?" No. You always see kind of the specialists continue to rise with -- over time, as more and more people access treatment. So that's kind of how we look at this. Yes, are we going to be careful in how we communicated it? Absolutely. But it's really funny. As we've talked to our KOLs in advance about this transaction, once they see the opportunities we have to expand the number of patients, not only in the U.S., but hopefully, globally over the longer term, that are coming into the dental network after experiencing Byte, they get pretty excited.

Our next question comes from Steve Beuchaw with Wolfe Research.

Happy new Year. Just a couple of clarifications, and then a couple of strategic points, if I may. One is the $1.04 billion price on the transaction, is it a gross price? Or is that net of the NPV of the tax loss carryforwards?

Steve, that is the gross amount. That was the cash we paid out of pocket. And then the tax benefit will happen over time.

Got it. And then you've given an objective for revenue from the Byte product suite for 2021. Can you give us a rough sense, even preliminary, appreciating here, it's on January 4 of '21, a rough sense of what that number might have been for 2020?

At this point, we don't have any numbers for Q4 for Byte or for Dentsply Sirona. So we'll talk about 2020 numbers when we have our earnings call in February.

Okay. Got it. And then I guess two -- I suppose for Don and for Neeraj. One is, is this -- was this a competitive process? And then two, maybe this is for Neeraj. As you look at your R&D objectives, do you think there is a point, I don't know, 3, 5 years out or more, where sort of moderate and higher complexity cases are possible through DTC?

Thanks, Steve. We believe it was a competitive process. I'll let Neeraj comment on that. But in our mind, that's irrelevant because we're announcing the transaction today. As we think about the future, what can clear aligners treat safely, look, clear aligners are terrific. We think that we have a great product that goes through the dental channels that can handle Class I, Class II, Class III with SureSmile. And a lot of that is going to be governed by what we think is the best clinical outcome for the patient. On the Byte side, we're very focused on mild to moderate occlusion. Do we see that line moving? That's really going to be up to the local dental associations because one of the things that we're very proud of is that we are very, very compliant. We have a network that lets us operate in all 50 states. We'll work in a -- appropriate fashion as we expand this outside the U.S., and we really think we'll work collaboratively to make sure that people are getting the right care. So if over time, the technology gets better and local dental associations feel that the treatment paradigm can be altered, terrific. But that's not something that we're going to be pushing.

Yes. From a process perspective, as anything, we were weighing multiple options of what we could do, and Dentsply Sirona was the best fit for us. I mean, there's a bunch of different things that we've been talking about on this call today that were very important for us in the long run, be it the manufacturing, be it global, be it the SureSmile piece. And so I think when we think about the future and echoing what Don just said, it's about customer experience, right? So if customers come in, I mean, we have a significant amount of traffic that still falls off of our experience because of a variety of reasons of not converting. That could be the severity of the case. That could be the comfort of wanting to go into a dental office. We want to be able to -- one of the things that I've pushed my team on, and I've talked to Don and his team about, is we want to make sure customers are met where they feel comfortable being met. And that could be in a dental office sitting in a chair. That could be from the comfort of their home with an impression kit at home. And so we're going to spend a lot of time and effort understanding that journey, and making sure that we give those options to consumers. And we've got -- one of the things I never understood is I didn't want to get into the retail side of the business because I've got 150,000-plus dental offices sitting out there that would love these customers and the incrementality of them and bringing them into their offices at scale. And so we're going to be able to work with dental offices over the next -- over the coming years and be able to -- with a combination of SureSmile technology and Byte technology, figure out what's the right thing for both sides of the supply and demand curve, which is the consumers and the GPs or the orthodontists. So that's how we think about the future, and we're just very excited about doing this with Dentsply Sirona.

Our next question comes from Kevin Caliendo with UBS.

Congrats on the deal. Just a quick one. Most of you've handled most of them already, but with the financing that Byte does now, are you guys going to bring that in-house? Are you still going to do a third-party financing? How are you expected to handle sort of the consumer financing portion of the Byte business?

Kevin, at this point, we don't have any plans to bring the financing in-house. It's one of those things that we will assess over time. It's a great tool that Byte uses today to increase sales. And so we will take a look-and-see approach. We're happy with what we saw during due diligence, but things can change over time.

Can you talk a little bit about what you saw in terms of their loss ratios or any other credit stats?

No. I mean, those are details that we're not going to disclose at this point. But I can tell you, we were very satisfied with the outcomes of our due diligence.

We have a question from Jason Bednar with Piper Sandler.

Don or Jorge, it's maybe tough to peel apart, but that $200 million run rate target for Byte by 4Q '21, is this a target arguably you would have been hit without the combination with Dentsply? Or is that revenue target already reflecting some incremental contribution you think Dentsply is going to be bringing to the table here this year?

At this point, Jason, we're not factoring in any major synergies from a revenue perspective. So based on our due diligence and the trending of that business, they would have gotten to that number, most likely. I mean, hard to -- but I think that's probably right. They would have gotten to that number already. I think over time, there will be some synergies that we'll create. But at this point, we are not -- we're not factoring those in our short-term forecast.

Okay. That's fair. And then just from a capacity standpoint, I'm sorry if I missed this, but the case in revenue growth here for Byte and SureSmile have been pretty impressive the last several quarters. But I mean, can you speak to manufacturing and support capacity -- personnel support capacity as it exists today? And is additional capacity a factor we should consider with respect to your CapEx plans in the next couple of years? Or are you already in a pretty solid position as we sit here today?

Yes. Thanks, Jason. Happy new year. Yes, we had done a lot of work on SureSmile over the last 6 to 9 months, where we were kind of revamping the supply chain as well as kind of the IT infrastructure to allow us to do that. We did that with the idea that we should be able to handle a pretty aggressive growth rate on SureSmile. So we feel the physical manufacturing facility that we put into Mexicali is -- gives us a lot of flexibility in freedom. Today, Byte is actually all external. So bringing that internal is a clear opportunity, and we believe that we built the infrastructure that will let us do that in a very efficient manner.

Yes. I would add that this acquisition should not change our estimated capital expenditure targets for the foreseeable future. We, as Don said, for SureSmile, we had actually already captured that into our long-term plan. And so you should not expect to see any major changes to our capital expenditure patterns as a result of this acquisition.

Thank you. And there are no further questions at this time. I'd like to turn the call back to Don Casey for closing comments.

All right. So first, happy new year. It's -- we're very excited that we're starting it off the right way, focusing on growth and about the future potential of Dentsply Sirona. We're very optimistic that this transaction makes a ton of sense for us, both strategically and financially. And we look forward to maintaining an ongoing dialogue about this exciting transaction. So have a great day, and let's all hope that 2021 is a lot more straightforward than 2020. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.