Table of Contents

 

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                        

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2018

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to

Commission File Number: 001-35435

 

 Proto Labs, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota		41-1939628
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5540 Pioneer Creek Drive
Maple Plain, Minnesota		55359
(Address of principal executive offices)		(Zip Code)

 

(763) 479-3680

(Registrant’s telephone number, including area code)

 

                   Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☑Yes ☐No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☑Yes ☐No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐    (Do not check if a smaller reporting company)
Smaller reporting company	☐	Emerging growth company	☐

    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☑No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 26,934,901 shares of Common Stock, par value $0.001 per share, were outstanding at April 26, 2018. 

 

 

Proto Labs, Inc.

TABLE OF CONTENTS

 

Item		Description		Page
PART I
1.		Financial Statements		1
2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		14
3.		Quantitative and Qualitative Disclosures about Market Risk		22
4.		Controls and Procedures		23
PART II
1.		Legal Proceedings		24
1A.		Risk Factors		24
2.		Unregistered Sales of Equity Securities and Use of Proceeds		24
3.		Defaults Upon Senior Securities		24
4.		Mine Safety Disclosures		24
5.		Other Information		24
6.		Exhibits		25

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements  

 

Proto Labs, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

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The accompanying notes are an integral part of these consolidated financial statements.

 

 

Proto Labs, Inc.

Consolidated Statements of Comprehensive Income

(In thousands, except share and per share amounts)

(Unaudited)

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The accompanying notes are an integral part of these consolidated financial statements.

 

 

Proto Labs, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

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The accompanying notes are an integral part of these consolidated financial statements.

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2017.

 

Forward-Looking Statements

 

Statements contained in this report regarding matters that are not historical or current facts are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our results to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K as filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on our future results. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, we expressly disclaim any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.

 

Overview

 

We are the world’s largest and fastest digital manufacturer of custom prototypes and on-demand production parts. We manufacture prototypes and low-volume production parts for companies worldwide, who are under increasing pressure to bring their finished products to market faster than their competition. We utilize injection molding, computer numerical control (CNC) machining, 3D printing and sheet metal fabrication to manufacture custom parts for our customers. Our proprietary technology eliminates most of the time-consuming and expensive skilled labor conventionally required to quote and manufacture parts. Our customers conduct nearly all of their business with us over the Internet. We target our products to the millions of product developers and engineers who use three-dimensional computer-aided design (3D CAD) software to design products across a diverse range of end-markets.

 

Our primary manufacturing product lines currently include Injection Molding, CNC Machining, 3D Printing and Sheet Metal. We continually seek to expand the range of sizes and geometric complexity of the parts we can make with these processes, to extend the variety of materials we are able to support and to identify additional manufacturing processes to which we can apply our technology in order to better serve the evolving preferences and needs of product developers and engineers.

 

 Injection Molding

 

Our Injection Molding product line uses our 3D CAD-to-CNC machining technology for the automated design and manufacture of molds, which are then used to produce custom plastic and liquid silicone rubber injection-molded parts and over-molded and insert-molded injection-molded parts on commercially available equipment. Our Injection Molding product line works best for on-demand production, bridge tooling, pilot runs and functional prototyping. Our affordable aluminum molds and quick turnaround times help reduce design risk and limit overall production costs for product developers and engineers. Prototype quantities typically range from 25 to 100 parts. Because we retain possession of the molds, customers who need short-run production often come back to Protolabs’ Injection Molding product line for additional quantities. They do so to support pilot production for product testing, while their tooling for high-volume production is being prepared, because they need on-demand manufacturing due to disruptions in their manufacturing process, because their product requires limited annual quantity or because they need end-of-life production support. In 2017, we launched an on-demand manufacturing injection molding service. This service utilizes our existing processes, but is designed to fulfill the needs of customers with on-going production needs, typically in annual volumes of less than 10,000 parts.

 

 CNC Machining

 

Our CNC Machining product line uses commercially available CNC machines to offer milling and turning. CNC milling is a manufacturing process that cuts plastic and metal blocks into one or more custom parts based on the 3D CAD model uploaded by the product developer or engineer. CNC turning with live tooling combines both lathe and mill capabilities to machine parts with cylindrical features from metal rod stock. Our efficiencies derive from the automation of the programming of these machines and a proprietary fixturing process.

 

 

Quick-turn CNC machining works best for prototyping, form and fit testing, jigs and fixtures and functional components for end-use applications. The CNC Machining product line is well suited to produce small quantities, typically in the range of one to 200 parts.

 

     3D Printing

 

Our 3D Printing product line includes stereolithography, selective laser sintering, direct metal laser sintering, Multi Jet Fusion and PolyJet processes, which offers customers a wide-variety of high-quality, precision rapid prototyping and low-volume production. These processes create parts with a high level of accuracy, detail, strength and durability. Industrial 3D Printing is best suited for functional prototypes, complex designs and end-use applications. 3D Printing is well suited to produce small quantities, typically in the range of one to 50 parts.

 

     Sheet Metal

 

Our Sheet Metal product line includes quick-turn and e-commerce-enabled custom sheet metal parts, which provides customers with prototype and low-volume production parts. The rapid prototype sheet metal process is most often used when form, fit and function are all a priority. Our manufacturing process uses customer 3D CAD models uploaded by the product developer or engineer to fabricate quick-turn prototype sheet metal or short-run production parts. The Sheet Metal product line is well suited to produce quantities in the range of one to 500 parts.

 

Key Financial Measures and Trends

 

Revenue

 

Our operations are comprised of three geographic operating segments in the United States, Europe and Japan. Revenue is derived from our Injection Molding, CNC Machining, 3D Printing and Sheet Metal product lines. Injection Molding revenue consists of sales of custom injection molds and injection-molded parts. CNC Machining revenue consists of sales of CNC-machined custom parts. 3D Printing revenue consists of sales of 3D-printed parts. Sheet Metal revenue consists of sales of fabricated sheet metal custom parts. Our historical and current efforts to increase revenue have been directed at gaining new customers and selling to our existing customer base by increasing marketing and selling activities, including:

 

	●	the introduction of our 3D Printing product line through our acquisition of FineLine in 2014;
	●	expanding internationally through our acquisition of Alphaform in October 2015;
	●	the introduction of our Sheet Metal product line through our acquisition of RAPID in 2017;
	●	continuously improving the usability of our product lines such as our web-centric applications; and
	●	expanding the breadth and scope of our products by adding more sizes and materials to our offerings.

 

During the three months ended March 31, 2018, we served 18,057 unique product developers and engineers who purchased our products through our web-based customer interface, an increase of 22.0% over the same period in 2017. The information does not include 3D Printing, Injection Molding and Sheet Metal customers who do not utilize our web-based interface; these customers are principally related to our recent acquisitions.

 

Cost of Revenue, Gross Profit and Gross Margin

 

Cost of revenue consists primarily of raw materials, equipment depreciation, employee compensation, benefits, stock-based compensation, facilities costs and overhead allocations associated with the manufacturing process for molds and custom parts. We expect cost of revenue to increase in absolute dollars, but remain relatively constant as a percentage of total revenue.

 

We define gross profit as our revenue less our cost of revenue, and we define gross margin as gross profit expressed as a percentage of revenue. Our gross profit and gross margin are affected by many factors, including our mix of revenue by product line, pricing, sales volume and manufacturing costs, the costs associated with increasing production capacity, the mix between domestic and foreign revenue sources and foreign exchange rates.

 

 

Operating Expenses

 

Operating expenses consist of marketing and sales, research and development and general and administrative expenses. Personnel-related costs are the most significant component in each of these categories.

 

Our recent growth in operating expenses is mainly due to recent acquisitions and higher headcounts to support our growth and expansion, and we expect that trend to continue. Our business strategy is to continue to be a leading online and technology-enabled manufacturer of quick-turn, on-demand injection-molded, CNC-machined, CNC-turned, 3D-printed and sheet metal custom parts for prototyping and low-volume production. In order to achieve our goals, we anticipate continued substantial investments in technology and personnel, resulting in increased operating expenses.

 

Marketing and sales. Marketing and sales expense consists primarily of employee compensation, benefits, commissions, stock-based compensation, marketing programs such as electronic, print and pay-per-click advertising, trade shows and other related overhead. We expect sales and marketing expense to increase in the future as we increase the number of marketing and sales professionals and marketing programs targeted to increase our customer base and grow revenue.

 

Research and development. Research and development expense consists primarily of personnel and outside service costs related to the development of new processes and product lines, enhancement of existing product lines, development of software for internal use, maintenance of internally developed software, quality assurance and testing. All of our internal research and development costs have been expensed as incurred. We expect research and development expense to increase in the future as we seek to enhance and expand our product line offerings and supporting business systems.

 

General and administrative. General and administrative expense consists primarily of employee compensation, benefits, stock-based compensation, professional service fees related to accounting, tax and legal and other related overhead. We expect general and administrative expense to increase in the future as we continue to grow and expand as a global organization.

 

Other Income, net

 

Other income, net primarily consists of foreign currency-related gains and losses and interest income on cash balances and investments. Our foreign currency-related gains and losses will vary depending upon movements in underlying exchange rates. Our interest income will vary each reporting period depending on our average cash balances during the period, composition of our marketable security portfolio and the current level of interest rates.

 

Provision for Income Taxes

 

Provision for income taxes is comprised of federal, state, local and foreign taxes based on pre-tax income. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law in the United States. As a result, many provisions will affect our tax rate in future years. Some provisions, such as the reduction to the U.S. corporate tax rate from 35% to 21%, beginning in 2018, will reduce our effective tax rate in future years. Other provisions taken in isolation, such as the elimination of the Domestic Production Activities Deduction, will likely result in an increase to our tax rate. Overall, we anticipate our effective tax rate will be lower in 2018 and beyond than in recent periods based on the current tax laws. 

 

 

 

Results of Operations

 

The following table summarizes our results of operations and the related changes for the periods indicated. The results below are not necessarily indicative of the results for future periods. 

 

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		Three Months Ended March 31,																Change
(dollars in thousands)		2018								2017								$				%
Revenue		$	107,745				100.0			$	80,167				100.0	%		$	27,578				34.4
Cost of revenue			49,837				46.3				34,894				43.5				14,943				42.8
Gross profit			57,908				53.7				45,273				56.5				12,635				27.9
Operating expenses:
Marketing and sales			16,572				15.4				12,987				16.2				3,585				27.6
Research and development			6,665				6.2				5,823				7.3				842				14.5
General and administrative			12,943				12.0				8,781				10.9				4,162				47.4
Total operating expenses			36,180				33.6				27,591				34.4				8,589				31.1
Income from operations			21,728				20.2				17,682				22.1				4,046				22.9
Other income (expense), net			178				0.2				315				0.3				(137	)			(43.5	)
Income before income taxes			21,906				20.4				17,997				22.4				3,909				21.7
Provision for income taxes			3,855				3.6				5,797				7.2				(1,942	)			(33.5	)
Net income		$	18,051				16.8	%		$	12,200				15.2	%		$	5,851				48.0	%

 

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 Stock-based compensation expense included in the statements of operations data above for the three months ended March 31, 2018 and 2017 was as follows:

 

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		Three Months Ended March 31,
(dollars in thousands)		2018				2017
Stock awards		$	2,153			$	1,566
Employee stock purchase plan			154				150
Total stock-based compensation expense		$	2,307			$	1,716
Cost of revenue		$	287			$	197
Operating expenses:
Marketing and sales			377				269
Research and development			314				222
General and administrative			1,329				1,028
Total stock-based compensation expense		$	2,307			$	1,716

 

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Comparison of Three Months Ended March 31, 2018 and 2017

 

Revenue

 

Revenue by reportable segment and the related changes for the three months ended March 31, 2018 and 2017 was as follows:

 

		Three Months Ended March 31,
		2018								2017								Change
(dollars in thousands)		$				% of Total Revenue				$				% of Total Revenue				$				%
Revenue
United States		$	84,167				78.1	%		$	60,176				75.1	%		$	23,991				39.9	%
Europe			19,945				18.5				16,999				21.2				2,946				17.3
Japan			3,633				3.4				2,992				3.7				641				21.4
Total revenue		$	107,745				100.0	%		$	80,167				100.0	%		$	27,578				34.4	%

 

Our revenue increased $27.6 million, or 34.4%, for the three months ended March 31, 2018 compared to the same period in 2017. By reportable segment, revenue in the United States increased $24.0 million, or 39.9% for the three months ended March 31, 2018 compared to the same period in 2017. Revenue growth in the United States was partially attributable to the acquisition of RAPID in November 2017. Revenue in Europe increased $3.0 million, or 17.3%, and revenue in Japan increased $0.6 million, or 21.4%, in each case for the three months ended March 31, 2018 compared to the same period in 2017.

  

Our revenue growth during the three months ended March 31, 2018 was the result of an increase in the volume of the product developers and engineers we served through our web-based customer interface. During the three months ended March 31, 2018, we served 18,057 unique product developers and engineers through our web-based customer interface, an increase of 22.0% over the same period in 2017.

 

Our revenue increases were primarily driven by increases in sales personnel and marketing activities. Our sales personnel focus on gaining new customer accounts and expanding the depth and breadth of existing customer accounts. Our marketing personnel focus on marketing activities that result in the greatest number of customer leads to support sales activity. International revenue was positively impacted by $2.7 million during the three months ended March 31, 2018 compared to the same period in 2017 as a result of foreign currency movements, primarily the strengthening of the British Pound relative to the Dollar.

 

Revenue by product line and the related changes for the three months ended March 31, 2018 and 2017 was as follows:

 

		Three Months Ended March 31,
		2018								2017								Change
(dollars in thousands)		$				% of Total Revenue				$				% of Total Revenue				$				%
Revenue
Injection Molding		$	51,343				47.7	%		$	47,916				59.8	%		$	3,427				7.2	%
CNC Machining			36,731				34.1				21,972				27.4				14,759				67.2
3D Printing			12,325				11.4				10,085				12.6				2,240				22.2
Sheet Metal			6,241				5.8				-				-				6,241				*
Other Revenue			1,105				1.0				194				0.2				911				*
Total revenue		$	107,745				100.0	%		$	80,167				100.0	%		$	27,578				34.4	%

*Percentage change not meaningful

 

By product line, our revenue growth was driven by a 7.2% increase in Injection Molding revenue, a 67.2% increase in CNC Machining revenue and a 22.2% increase in 3D Printing revenue, as well as a $0.9 million increase in Other Revenue, in each case for the three months ended March 31, 2018 compared to the same period in 2017. Revenue growth in our CNC Machining, Sheet Metal and Other product lines was partially attributable to the acquisition of RAPID in November 2017.

 

 

Cost of Revenue, Gross Profit and Gross Margin

 

Cost of Revenue. Cost of revenue increased $14.9 million, or 42.8%, for the three months ended March 31, 2018 compared to the same period in 2017, which was faster than the rate of revenue increase of 34.4% for the three months ended March 31, 2018 compared to the same period in 2017. The increase in cost of revenue resulted from the growth of the business, including via the RAPID acquisition, and was due to raw material and production cost increases of $4.7 million, an increase in direct labor headcount resulting in personnel and related cost increases of $8.0 million and equipment and facility-related cost increases of $2.2 million to support increased sales volumes.

 

Gross Profit and Gross Margin. Gross profit increased from $45.3 million in the three months ended March 31, 2017 to $57.9 million in the three months ended March 31, 2018 primarily due to an increase in revenue. Gross margin decreased from 56.5% in the three months ended March 31, 2017 to 53.7% in the three months ended March 31, 2018 due to the timing and mix of revenue, which impacted the increase in cost of revenue discussed above. Despite costs incurred related to the integration of RAPID, gross margins remained similar for the three months ended March 31, 2018 compared to the same period in 2017.

 

Operating Expenses, Other Income, net and Provision for Income Taxes

 

Marketing and Sales. Marketing and sales expenses increased $3.6 million, or 27.6%, during the three months ended March 31, 2018 compared to the same period in 2017 due primarily to an increase in headcount resulting in personnel and related cost increases of $3.1 million as well as marketing program cost increases of $0.5 million.

 

Research and Development. Our research and development expenses increased $0.8 million, or 14.5%, during the three months ended March 31, 2018 compared to the same period in 2017 due to an increase in headcount resulting in personnel and related cost increases of $0.8 million.

 

General and Administrative. Our general and administrative expenses increased $4.2 million, or 47.4%, during the three months ended March 31, 2018 compared to the same period in 2017 due to an increase in headcount resulting in personnel and related cost increases of $1.4 million, stock based compensation cost increases of $0.3 million, administrative cost increases of $2.1 million and professional services cost increases of $0.4 million.

  

Other Income, net. We recognized other income, net of $0.2 million for the three months ended March 31, 2018, a decrease of $0.1 million compared to other income, net of $0.3 million for the three months ended March 31, 2017. Other income, net decreased primarily due to a decrease of $0.1 million in interest income on investments.

 

Provision for Income Taxes. Our effective tax rate of 17.6% for the three months ended March 31, 2018 decreased 14.6% compared to 32.2% for the same period in 2017. The decrease in the effective tax rate is primarily due to the Tax Cuts and Jobs Act that went into effect in 2018 and benefits from the exercise of stock options. Our income tax provision decreased by $1.9 million to $3.9 million for the three months ended March 31, 2018 compared to our income tax provision of $5.8 million for the three months ended March 31, 2017.

 

 

Liquidity and Capital Resources

 

Cash Flows

 

The following table summarizes our cash flows during the three months ended March 31, 2018 and 2017:

 

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		Three Months Ended March 31,
(dollars in thousands)		2018				2017
Net cash provided by operating activities		$	26,145			$	18,792
Net cash used in investing activities			(15,441	)			(13,577	)
Net cash used in financing activities			(2,748	)			(2,468	)
Effect of exchange rates on cash and cash equivalents			432				346
Net increase in cash and cash equivalents		$	8,388			$	3,093

 

Sources of Liquidity

 

Historically, we have primarily financed our operations and capital expenditures through cash flow from operations. We also have a line of credit facility in place, which we recently utilized in connection with our acquisitions at the end of 2017, and repaid in the three months ended March 31, 2018. We had cash and cash equivalents of $45.1 million as of March 31, 2018, an increase of $8.4 million from December 31, 2017. The increase in our cash was primarily due to cash generated through operations and proceeds from maturities of marketable securities, which were partially offset by investing activity and payments on debt.

 

Cash Flows from Operating Activities

 

Cash flows from operating activities were $26.1 million during the three months ended March 31, 2018 and primarily consisted of net income of $18.1 million, adjusted for certain non-cash items, including depreciation and amortization of $6.3 million, stock-based compensation expense of $2.3 million, deferred taxes of $0.6 million and amortization of held-to-maturity securities of $0.2 million. Cash flows from operating activities increased $7.4 million during the three months ended March 31, 2018 compared to the same period in 2017, primarily due to increases in net income of $5.9 million mostly driven by general growth of the business and a benefit from the decrease in our effective tax rate, depreciation and amortization of $2.0 million driven by an increase in capital investments, an increase in stock-based compensation expense of $0.6 million, an increase in deferred taxes of $0.2 million and an increase in other adjustments of $0.2 million primarily due to changes in foreign currency. These increases were partially offset by a decrease in amortization of held-to-maturity securities of $0.1 million and by changes in operating assets and liabilities of $1.4 million driven by general growth of the business and timing of cash receipts and payments.

 

Cash flows from operating activities were $18.8 million during the three months ended March 31, 2017 and primarily consisted of net income of $12.2 million, adjusted for certain non-cash items, including depreciation and amortization of $4.3 million, stock-based compensation expense of $1.7 million, deferred taxes of $0.4 million and amortization of held-to-maturity securities of $0.3 million, which were partially offset by other adjustments of $0.1 million. 

 

Cash Flows from Investing Activities

 

Cash used in investing activities was $15.4 million during the three months ended March 31, 2018, consisting of $25.5 million for the purchases of property and equipment, $3.4 million for the purchases of marketable securities, and $0.1 million in cash used for acquisitions, which were partially offset by $13.6 million in proceeds from maturities of marketable securities.

 

Cash used in investing activities was $13.6 million during the three months ended March 31, 2017, consisting of $7.8 million for the purchases of property and equipment and $16.5 million for the purchases of marketable securities, which were partially offset by $10.8 million in proceeds from maturities of marketable securities.

 

 

Cash Flows from Financing Activities

 

Cash used in financing activities was $2.7 million during the three months ended March 31, 2018, consisting of proceeds from exercises of stock options of $2.3 million, which were partially offset by payments on debt of $5.0 million.

 

Cash used in financing activities was $2.5 million during the three months ended March 31, 2017, consisting of proceeds from exercises of stock options of $0.2 million and repurchases of common stock of $2.7 million. 

 

Off-Balance Sheet Arrangements

 

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

 

Critical Accounting Policies and Use of Estimates

 

We have adopted various accounting policies to prepare the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Our significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. See Note 3 to the Consolidated Financial Statements appearing in Part I, Item 1 in this Quarterly Report on Form 10-Q for significant changes to the Company’s accounting policies as a result of adopting ASC 606.

 

Recent Accounting Pronouncements

 

For information on recent accounting pronouncements, see Note 2 to the Consolidated Financial Statements appearing in Part I, Item 1 in this Quarterly Report on Form 10-Q.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Currency Risk

 

As a result of our foreign operations, we have revenue, expenses, assets and liabilities that are denominated in foreign currencies. We generate revenue and incur production costs and operating expenses in British Pounds, Euros and Japanese Yen.

 

Our operating results and cash flows are adversely impacted when the United States Dollar appreciates relative to foreign currencies. Additionally, our operating results and cash flows are adversely impacted when the British Pound appreciates relative to the Euro. As we expand internationally, our results of operations and cash flows will become increasingly subject to changes in foreign currency exchange rates.

 

We have not used forward contracts or currency borrowings to hedge our exposure to foreign currency risk. Foreign currency risk can be assessed by estimating the change in results of operations or financial position resulting from a hypothetical 10% adverse change in foreign exchange rates. We believe such a change would generally not have a material impact on our financial position, but could have a material impact on our results of operations. We recognized foreign currency losses of $0.1 million in each of the three months ended March 31, 2018 and 2017.

 

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures are effective and provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time frames specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we are subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Although the results of litigation and claims cannot be predicted with certainty, as of the date of these financial statements, we do not believe we are party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. 

 

Item 1A. Risk Factors

 

There have been no material changes from the risk factors we previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On February 9, 2017, we announced that our board of directors had authorized the repurchase of shares of our common stock from time to time on the open market or in privately negotiated purchases, at an aggregate purchase price of up to $50 million. The timing and amount of any share repurchases will be determined by our management based on market conditions and other factors. The term of the program runs through December 31, 2021.

 

During the three months ended March 31, 2018, we did not repurchase shares of our common stock.

 

Item 3. Defaults Upon Senior Securities

 

No matters to disclose.

 

Item 4. Mine Safety Disclosures

 

No matters to disclose.

 

Item 5. Other Information

 

No matters to disclose.

 

 

 

Item 6. Exhibits

 

The following documents are filed as part of this report:

 

Exhibit Number		Description of Exhibit
3.1(1)		Third Amended and Restated Articles of Incorporation of Proto Labs, Inc.
3.2(2)		Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015
3.3(3)		Second Amended and Restated By-Laws of Proto Labs, Inc., as amended through November 8, 2016
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)	Previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(2)	Previously filed as Exhibit 3.1 to the Company’s Form 8-K (File No. 001-35435), filed with the Commission on May 21, 2015, and incorporated by reference herein.
(3)	Previously filed as Exhibit 3.1 to the Company’s Form 8-K (File No. 001-35435), filed with the Commission on November 8, 2016, and incorporated by reference herein.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Proto Labs, Inc.
Date: May 1, 2018		/s/ Victoria M. Holt
		Victoria M. Holt
		President and Chief Executive Officer (Principal Executive Officer)

 

Date: May 1, 2018		/s/ John A. Way
		John A. Way
		Chief Financial Officer (Principal Financial Officer)

 

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