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Proto Labs Inc - Quarter Report: 2023 March (Form 10-Q)

prlb20230331c_10q.htm
 

 

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, 2023

 

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)

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 Per Share

PRLB

New York Stock Exchange

 

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 every Interactive Data File required to be submitted 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 such files).  ☑Yes ☐No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☐    

 

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: 26,202,723 shares of Common Stock, par value $0.001 per share, were outstanding at May 2, 2023.

 

 

 
 

Proto Labs, Inc.

TABLE OF CONTENTS

 

Item

 

Description

 

Page

 

 

 

 

 

PART I

1.

 

Financial Statements

 

2

2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

15

3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

23

4.

 

Controls and Procedures

 

24

PART II

1.

 

Legal Proceedings

 

25

1A.

 

Risk Factors

 

25

2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

25

3.

 

Defaults Upon Senior Securities

 

25

4.

 

Mine Safety Disclosures

 

25

5.

 

Other Information

 

25

6.

 

Exhibits

 

26

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Proto Labs, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

 


 

  

March 31,

  

December 31,

 
  2023  2022 
  

(Unaudited)

     

Assets

        

Current assets

        

Cash and cash equivalents

 $62,051  $56,558 

Short-term marketable securities

  22,851   23,568 

Accounts receivable, net of allowance for doubtful accounts of $1,932 and $1,706 as of March 31, 2023, and December 31, 2022, respectively

  77,619   76,225 

Inventory

  14,273   13,578 

Income taxes receivable

  821   4,042 

Prepaid expenses and other current assets

  11,101   12,597 

Total current assets

  188,716   186,568 

Property and equipment, net

  253,616   257,785 

Goodwill

  273,991   273,991 

Other intangible assets, net

  29,869   31,250 

Long-term marketable securities

  19,824   26,419 

Operating lease assets

  3,315   3,844 

Finance lease assets

  17,266   17,532 

Other long-term assets

  4,776   4,779 

Total assets

 $791,373  $802,168 
         

Liabilities and shareholders' equity

        

Current liabilities

        

Accounts payable

 $19,854  $17,356 

Accrued compensation

  14,695   12,743 

Accrued liabilities and other

  23,156   22,384 

Current operating lease liabilities

  1,295   1,561 

Current finance lease liabilities

  17,452   17,537 

Income taxes payable

  1,928   - 

Total current liabilities

  78,380   71,581 

Long-term operating lease liabilities

  1,983   2,255 

Long-term deferred tax liabilities

  23,258   26,322 

Other long-term liabilities

  4,615   4,362 

Total liabilities

  108,236   104,520 
         

Shareholders' equity

        

Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of March 31, 2023, and December 31, 2022

  -   - 

Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 26,202,723 and 26,888,425 shares as of March 31, 2023, and December 31, 2022, respectively

  26   27 

Additional paid-in capital

  465,185   473,740 

Retained earnings

  251,420   258,236 

Accumulated other comprehensive loss

  (33,494)  (34,355)

Total shareholders' equity

  683,137   697,648 

Total liabilities and shareholders' equity

 $791,373  $802,168 

 


 

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)

 


 

   

Three Months Ended

 
   

March 31,

 
   

2023

   

2022

 
                 

Statements of Operations:

               

Revenue

  $ 125,859     $ 124,168  

Cost of revenue

    72,083       68,364  

Gross profit

    53,776       55,804  

Operating expenses

               

Marketing and sales

    22,451       20,586  

Research and development

    10,677       10,557  

General and administrative

    16,833       16,771  

Closure of Japan business

    66       -  

Total operating expenses

    50,027       47,914  

Income from operations

    3,749       7,890  

Other income (loss), net

    1,290       (300 )

Income before income taxes

    5,039       7,590  

Provision for income taxes

    2,380       2,495  

Net income

  $ 2,659     $ 5,095  
                 

Net income per share:

               

Basic

  $ 0.10     $ 0.19  

Diluted

  $ 0.10     $ 0.19  
                 

Shares used to compute net income per share:

               

Basic

    26,580,279       27,502,941  

Diluted

    26,605,787       27,510,477  
                 

Comprehensive Income (Loss) (net of tax)

               

Comprehensive income (loss)

  $ 3,520     $ (393 )

 


 

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

 

 

 

 

Proto Labs, Inc.

Consolidated Statements of Shareholders' Equity

(In thousands, except share amounts)

 


 

   

Common Stock

   

Additional

           

Accumulated Other

         
                   

Paid-In

   

Retained

   

Comprehensive

         
   

Shares

   

Amount

   

Capital

   

Earnings

   

Loss

   

Total

 
                                                 

Balance at December 31, 2022

    26,888,425       27       473,740       258,236       (34,355 )     697,648  

Common shares issued on exercise of options and other, net of shares withheld for tax obligations

    26,798       -       (401 )     -       -       (401 )

Stock-based compensation expense

    -       -       3,695       -       -       3,695  

Repurchases of common stock and other

    (712,500 )     (1 )     (11,849 )     (9,475 )     -       (21,325 )

Net income

    -       -       -       2,659       -       2,659  

Other comprehensive loss

                                               

Foreign currency translation adjustment

    -       -       -       -       527       527  

Net unrealized gains (losses) on investments in securities

    -       -       -       -       334       334  

Comprehensive loss

                                    3,520  

Balance at March 31, 2023

    26,202,723     $ 26     $ 465,185     $ 251,420     $ (33,494 )   $ 683,137  

 

   

Common Stock

   

Additional

           

Accumulated Other

         
                   

Paid-In

   

Retained

   

Comprehensive

         
   

Shares

   

Amount

   

Capital

   

Earnings

   

Loss

   

Total

 
                                                 

Balance at December 31, 2021

    27,465,945       28       468,548       376,734       (16,817 )     828,493  

Common shares issued on exercise of options and other, net of shares withheld for tax obligations

    27,716       -       (462 )     -       -       (462 )

Stock-based compensation expense

    -       -       4,397       -       -       4,397  

Repurchases of common stock

    -       -       -       -       -       -  

Net income

    -       -       -       5,095       -       5,095  

Other comprehensive loss

                                               

Foreign currency translation adjustment

    -       -       -       -       (4,972 )     (4,972 )

Net unrealized gains (losses) on investments in securities

    -       -       -       -       (516 )     (516 )

Comprehensive loss

                                    (393 )

Balance at March 31, 2022

    27,493,661     $ 28     $ 472,483     $ 381,829     $ (22,305 )   $ 832,035  

 


 

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

 

 

 

 

Proto Labs, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 


 

  

Three Months Ended

 
  

March 31,

 
  

2023

  

2022

 
         

Operating activities

        

Net income

 $2,659  $5,095 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  9,388   10,232 

Stock-based compensation expense

  3,695   4,397 

Deferred taxes

  (3,096)  (3,213)

Interest on finance lease obligations

  287   - 

Other

  (46)  79 

Changes in operating assets and liabilities:

        

Accounts receivable

  (2,328)  (6,329)

Inventories

  (641)  (675)

Prepaid expenses and other

  1,464   1,110 

Income taxes

  5,160   4,519 

Accounts payable

  2,536   (326)

Accrued liabilities and other

  3,500   2,894 

Net cash provided by operating activities

  22,578   17,783 
         

Investing activities

        

Purchases of property, equipment and other capital assets

  (3,441)  (3,069)

Proceeds from sales of property, equipment and other capital assets

  194   - 

Purchases of marketable securities

  -   (29,366)

Proceeds from call redemptions and maturities of marketable securities

  7,630   6,600 

Net cash provided by (used in) investing activities

  4,383   (25,835)
         

Financing activities

        

Proceeds from exercises of stock options

  -   6 

Purchases of shares withheld for tax obligations

  (401)  (468)

Repurchases of common stock

  (21,119)  - 

Principal repayments of finance lease obligations

  (82)  (139)

Net cash used in financing activities

  (21,602)  (601)

Effect of exchange rate changes on cash and cash equivalents

  134   (37)

Net increase (decrease) in cash and cash equivalents

  5,493   (8,690)

Cash and cash equivalents, beginning of period

  56,558   65,929 

Cash and cash equivalents, end of period

 $62,051  $57,239 

 


 

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

 

 

Notes to Consolidated Financial Statements

 

 

Note 1 – Basis of Presentation

 

The unaudited interim Consolidated Financial Statements of Proto Labs, Inc. (Protolabs, the Company, we, us or our) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying financial statements reflect all adjustments necessary for a fair presentation of the Company’s statements of financial position, results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, these adjustments consist of normal, recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

 

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. For further information, refer to the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended  December 31, 2022, as filed with the Securities and Exchange Commission (SEC) on February 21, 2023.

 

The accompanying Consolidated Balance Sheet as of December 31, 2022 was derived from the audited Consolidated Financial Statements but does not include all disclosures required by U.S. GAAP for a full set of financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Consolidated Financial Statements and Notes included in the Company's Annual Report on Form 10-K filed on February 21, 2023 as referenced above.

 

 

Note 2 – Recent Accounting Pronouncements

 

The Company did not recently adopt any accounting pronouncements that had a material impact on the Company's Consolidated Financial Statements.  There are no pending accounting pronouncements that are expected to have a material impact on the Company's Consolidated Financial Statements.

 

 

Note 3 – Net Income per Common Share

 

Basic net income per share is computed based on the weighted-average number of common shares outstanding. Diluted net income per share is computed based on the weighted-average number of common shares outstanding, increased by the number of additional shares that would have been outstanding had potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include stock options and other stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan. Performance stock units are excluded from the calculation of dilutive potential common shares until the performance conditions have been satisfied. For the three months ended March 31, 2023 and 2022, 382,906 and 233,380 anti-dilutive options were excluded from the calculation of diluted weighted average shares outstanding, respectively. 

 

The table below sets forth the computation of basic and diluted net income per share:

 


 

  

Three Months Ended

 
  

March 31,

 

(in thousands, except share and per share amounts)

 

2023

  

2022

 

Net income

 $2,659  $5,095 
         

Basic - weighted-average shares outstanding:

  26,580,279   27,502,941 

Effect of dilutive securities:

        

Employee stock options and other

  25,508   7,536 

Diluted - weighted-average shares outstanding:

  26,605,787   27,510,477 

Net income per share:

        

Basic

 $0.10  $0.19 

Diluted

 $0.10  $0.19 

 


 

6

 

 

 

Note 4 – Goodwill and Other Intangible Assets

 

There were no changes in the carrying amount of goodwill during the three months ended March 31, 2023.

 

Intangible assets other than goodwill at  March 31, 2023 and December 31, 2022 were as follows:

 


 

  

March 31, 2023

  

December 31, 2022

  

Useful

  

Weighted Average

 

(in thousands)

 

Gross

  

Accumulated Amortization

  

Net

  

Gross

  

Accumulated Amortization

  

Net

  

Life (in years)

  

Useful Life Remaining (in years)

 

Intangible assets with finite lives:

                              

Marketing assets

  

$ 930

   

$ (829)

   

$ 101

   

$ 930

   

$ (806)

   

$ 124

  10.0  1.1 

Non-compete agreement

 831  (516) 315  828  (487) 341  2.0 - 5.0  1.9 

Software technology

 13,229  (6,725) 6,504  13,229  (6,383) 6,846  10.0  4.8 

Software platform

 26,200  (4,886) 21,314  26,054  (4,337) 21,717  12.0  9.8 

Tradenames

 352  (256) 96  350  (227) 123  3.0  0.8 

Customer relationships

 12,209  (10,670) 1,539  12,197  (10,098) 2,099  3.0 - 9.0  0.6 

Total intangible assets

 $53,751  $(23,882) $29,869  $53,588  $(22,338) $31,250       

 


 

Intangible assets allocated to the acquired Hubs entities consisted of intangible assets of €11.6 million in Europe and $16.6 million in the United States as of the date of the acquisition. The Euro denominated intangible assets are translated at the end of each period using the current exchange rates resulting in a foreign currency translation adjustment that is recorded as a component of Other Comprehensive Income. Foreign currency losses related to intangible assets were $1.5 million and $1.7 million as of March 31, 2023 and December 31, 2022, respectively. Amortization expense for intangible assets was $1.5 million for each of the three months ended  March 31, 2023 and 2022.

 

Estimated aggregated amortization expense based on the current carrying value of the amortizable intangible assets and current exchange rates is as follows:

 


 

(in thousands)

 

Estimated Amortization Expense

 

Remaining 2023

 $4,376 

2024

  3,746 

2025

  3,648 

2026

  3,546 

2027

  3,537 

Thereafter

  11,016 

Total estimated amortization expense

 $29,869 

 


 

7

 
 

Note 5 – Fair Value Measurements

 

Accounting Standards Codification, Fair Value Measurement (ASC 820), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

 

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The Company's assets and liabilities that are required to be measured or disclosed at fair value on a recurring basis include cash and cash equivalents and marketable securities. The Company’s cash consists of bank deposits and cash equivalents consist primarily of money market mutual funds. The Company determines the fair value of these investments using Level 1 inputs. The Company's marketable securities consist of short-term and long-term agency, municipal, corporate and other debt securities. Fair value for the corporate debt securities is primarily determined based on quoted market prices (Level 1). Fair values for the U.S. municipal securities, U.S. government agency securities, certificates of deposit and U.S. treasury securities are primarily determined using dealer quotes or quoted market prices for similar securities (Level 2).

 

The following table summarizes financial assets as of  March 31, 2023 and December 31, 2022 measured at fair value on a recurring basis: 

 


 

   

March 31, 2023

   

December 31, 2022

 

(in thousands)

 

Level 1

   

Level 2

   

Level 3

   

Level 1

   

Level 2

   

Level 3

 

Financial Assets:

                                               

Cash

  $ 50,165     $ -     $ -     $ 38,862     $ -     $ -  

Money market mutual fund

    11,886       -       -       17,696       -       -  

Marketable securities

    11,344       31,331       -       9,881       40,106       -  

Total

  $ 73,395     $ 31,331     $ -     $ 66,439     $ 40,106     $ -  

 


 

 

Note 6 – Marketable Securities

 

The Company invests in short-term and long-term agency, municipal, corporate and other debt securities. The securities are categorized as available-for-sale and are recorded at fair value. The following table summarizes information regarding the Company’s short-term and long-term marketable securities as of  March 31, 2023 and December 31, 2022:

 


 

   

March 31, 2023

 

(in thousands)

 

Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

U.S. municipal securities

  $ 14,377     $ -     $ (330 )   $ 14,047  

Corporate debt securities

    6,567       -       (153 )     6,414  

U.S. government agency securities

    22,282       -       (558 )     21,724  

Certificates of deposit/time deposits

    494       -       (4 )     490  

Total marketable securities

  $ 43,720     $ -     $ (1,045 )   $ 42,675  

 


 

8

 

 

  

December 31, 2022

 

(in thousands)

 

Cost

  

Unrealized Gains

  

Unrealized Losses

  

Fair Value

 

U.S. municipal securities

 $15,574  $-  $(417) $15,157 

Corporate debt securities

  9,578   -   (205)  9,373 

U.S. government agency securities

  25,275   -   (750)  24,525 

Certificates of deposit/time deposits

  939   -   (7)  932 

Total marketable securities

 $51,366  $-  $(1,379) $49,987 

 


 

Fair values for the corporate debt securities are primarily determined based on quoted market prices (Level 1). Fair values for the U.S. municipal securities, U.S. government agency securities, certificates of deposit and U.S. treasury securities are primarily determined using dealer quotes or quoted market prices for similar securities (Level 2).

 

Classification of marketable securities as current or non-current is based upon the security’s maturity date as of the date of these financial statements.

 

The  March 31, 2023 balance of available-for-sale debt securities by contractual maturity is shown in the following table at fair value. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

 


 

   

March 31,

 

(in thousands)

  2023  

Due in one year or less

  $ 22,851  

Due after one year through five years

    19,824  

Total marketable securities

  $ 42,675  

 


 

 

Note 7 – Inventory

 

Inventory consists primarily of raw materials, which are recorded at the lower of cost and net realizable value using the standard cost method, which approximates first-in, first-out (FIFO) cost. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts.

 

The Company’s inventory consisted of the following as of the dates indicated:

 


 

   

March 31,

   

December 31,

 

(in thousands)

  2023     2022  

Total inventory

  $ 14,692     $ 13,965  

Allowance for obsolescence

    (419 )     (387 )

Inventory, net of allowance

  $ 14,273     $ 13,578  

 


 

9

 
 

Note 8 – Stock-Based Compensation

 

Under the Company’s 2012 Long-Term Incentive Plan, as amended (the 2012 Plan), the Company had the ability to grant stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, other stock-based awards and cash incentive awards through February 23, 2022. On July 8, 2022, the board of directors approved the Proto Labs, Inc. 2022 Long-Term Incentive Plan (the 2022 Plan), which was approved by the Company's shareholders at a Special Meeting of Shareholders on August 29, 2022. No awards were granted from February 23, 2022 to August 29, 2022. Awards outstanding under the 2012 Plan as of August 29, 2022 will continue to be subject to the terms of the 2012 Plan, but if those awards subsequently expire, are forfeited or cancelled or are settled in cash, the shares subject to those awards will become available for awards under the 2022 Plan. Under the 2022 Plan, the Company has the ability to grant stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, other stock-based awards and cash incentive awards. Awards under the 2022 Plan have a maximum term of ten years from the date of grant. The compensation committee may provide that the vesting or payment of any award will be subject to the attainment of specified performance measures in addition to the satisfaction of any continued service requirements and the compensation committee will determine whether such measures have been achieved. The per-share exercise price of stock options and SARs granted under the 2022 Plan generally may not be less than the fair market value of a share of our common stock on the date of the grant.

 

Employee Stock Purchase Plan

 

The Company’s 2012 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase a variable number of shares of the Company’s common stock each offering period at a discount through payroll deductions of up to 15 percent of their eligible compensation, subject to plan limitations. The ESPP provides for six-month offering periods with a single purchase period ending May 15 and November 15, respectively. At the end of each offering period, employees are able to purchase shares at 85 percent of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period.

 

Stock-Based Compensation Expense

 

Stock-based compensation expense was $3.7 million and $4.4 million for the three months ended  March 31, 2023 and 2022, respectively.

 

Stock Options

 

The following table summarizes stock option activity during the three months ended March 31, 2023:

 


 

           

Weighted-

 
           

Average

 
   

Stock Options

   

Exercise Price

 

Options outstanding at December 31, 2022

    263,992     $ 79.07  

Granted

    134,647       33.84  

Exercised

    -       -  

Forfeited

    (15,061 )     73.17  

Expired

    (672 )     108.33  

Options outstanding at March 31, 2023

    382,906     $ 63.34  
                 

Exercisable at March 31, 2023

    120,344     $ 89.42  

 


 

The outstanding options generally have a term of ten years. For employees, options granted become exercisable ratably over the vesting period, which is generally a period of four years, beginning on the first anniversary of the grant date, subject to the employee’s continuing service to the Company.

 

The weighted-average grant date fair value of options that were granted during the three months ended March 31, 2023 was $16.21.

 

The following table provides the assumptions used in the Black-Scholes pricing model valuation of options during the three months ended March 31, 2023 and 2022:

 


 

   

Three Months Ended March 31,

 
   

2023

   

2022

 

Risk-free interest rate

   

3.90% - 4.55%

     

1.94%

 

Expected life (years)

    2.00 - 6.25       6.25  

Expected volatility

   

49.23% - 55.92%

     

45.95%

 

Expected dividend yield

   

0%

     

0%

 

 


 

As of March 31, 2023, there was $5.3 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.8 years.

 

10

 

Restricted Stock

 

Restricted stock awards are share-settled awards and restrictions lapse ratably over the vesting period, which is generally a period from three to four years, beginning on the first anniversary of the grant date, subject to the employee's continuing service to the Company. For the board of directors, restrictions generally lapse in full on the first anniversary of the grant date. 

 

The following table summarizes restricted stock activity during the three months ended March 31, 2023:

 


 

           

Weighted-

 
           

Average

 
           

Grant Date

 
   

Restricted

   

Fair Value

 
   

Stock

   

Per Share

 

Restricted stock at December 31, 2022

    478,596     $ 70.36  

Granted

    88,658       33.84  

Restrictions lapsed

    (37,528 )     111.56  

Forfeited

    (23,807 )     75.18  

Restricted stock at March 31, 2023

    505,919     $ 60.57  

 


 

As of March 31, 2023, there was $20.0 million of unrecognized compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 2.5 years. 

 

11

 

Performance Stock

 

Performance stock units (PSUs) are expressed in terms of a target number of PSUs, with anywhere between 0 percent and 200 percent of that target number capable of being earned and vesting at the end of a three-year performance period depending on the Company’s performance in the final year of the performance period and the award recipient’s continued employment. Certain PSUs granted by the Company in 2021 are based on performance conditions and the related compensation cost is based on the probability that the performance conditions will be achieved. The Company’s PSUs granted in 2020, 2022, 2023 and certain PSUs granted in 2021 are based on market conditions and the related compensation cost is based on the fair value at grant date calculated using a Monte Carlo pricing model.

 

The following table summarizes performance stock activity during the three months ended March 31, 2023:

 


 

           

Weighted-

 
           

Average

 
           

Grant Date

 
   

Performance

   

Fair Value

 
   

Stock

   

Per Share

 

Performance stock at December 31, 2022

    35,802     $ 77.91  

Granted

    71,295       57.79  

Restrictions lapsed

    -       -  

Performance change

    -       -  

Forfeited

    -       -  

Performance stock at March 31, 2023

    107,097     $ 74.08  

 


 

The following table provides the assumptions used in the Monte Carlo pricing model valuation of PSUs during the three months ended March 31, 2023 and 2022

 


 

   

Three Months Ended March 31,

 
   

2023

   

2022

 

Risk-free interest rate

   

4.35%

     

1.76%

 

Expected life (years)

    2.88       2.87  

Expected volatility

   

58.00%

     

53.50%

 

Expected dividend yield

   

0%

     

0%

 

 


 

As of March 31, 2023, there was $6.1 million of unrecognized compensation expense related to non-vested performance stock, which is expected to be recognized over a weighted-average period of 2.5 years. 

 

Employee Stock Purchase Plan

 

The following table presents the assumptions used to estimate the fair value of the ESPP during the three months ended March 31, 2023 and 2022

 


 

   

Three Months Ended March 31,

 
   

2023

   

2022

 

Risk-free interest rate

   

4.60%

     

0.17%

 

Expected life (months)

    6.00       6.00  

Expected volatility

   

67.84%

     

53.44%

 

Expected dividend yield

   

0%

     

0%

 

 


 

12

 
 

 Note 9 – Accumulated Other Comprehensive Income (Loss)

 

Other comprehensive income (loss) is comprised of foreign currency translation adjustments and net unrealized gains (losses) on investments in securities. The following table presents the changes in accumulated other comprehensive income (loss) balances during the three months ended March 31, 2023 and 2022:

 


 

  

Three Months Ended

 
  

March 31,

 

(in thousands)

 

2023

  

2022

 
         

Balance at beginning of period

 $(34,355) $(16,817)

Foreign currency translation adjustments

        

Other comprehensive income (loss) before reclassifications

  527   (4,972)

Amounts reclassified from accumulated other comprehensive loss

  -   - 

Net current-period other comprehensive income (loss)

  527   (4,972)

Net unrealized gains (losses) on investments in securities

        

Other comprehensive income (loss) before reclassifications

  334   (516)

Amounts reclassified from accumulated other comprehensive loss

  -   - 

Net current-period other comprehensive income (loss)

  334   (516)

Balance at end of period

 $(33,494) $(22,305)

 


 

 

Note 10 – Income Taxes

 

The Company is subject to income tax in multiple jurisdictions and the use of estimates is required to determine the provision for income taxes. For the three months ended  March 31, 2023 and 2022, the Company recorded an income tax provision of $2.4 million and $2.5 million, respectively. The income tax provision is based on the estimated annual effective tax rate for the year applied to pre-tax income. The effective income tax rate for the three months ended  March 31, 2023 was 47.2 percent compared to 32.9 percent in the same period of the prior year. The effective tax rate increased by 14.3 percent for the three months ended  March 31, 2023 when compared to the same period in 2022, primarily due to a decrease in tax benefits from the vesting of restricted stock, the cancellation of performance stock units and the exercise of stock options, as well as an increase in the rate impact of losses in jurisdictions that are not eligible for tax benefits due to valuation allowances.

 

The effective income tax rate for the three months ended March 31, 2023 differs from the U.S. federal statutory rate of 21.0 percent due to various factors, including operating in multiple state and foreign jurisdictions and tax credits for which the Company qualifies.

 

The Company had unrecognized tax benefits totaling $4.7 million as of March 31, 2023 and $4.5 million as of  December 31, 2022, respectively, that if recognized would result in a reduction of the Company’s effective tax rate. The liabilities are classified as other long-term liabilities in the accompanying consolidated balance sheets. The Company recognizes interest and penalties related to income tax matters in income tax expense and reports the liability in current or long-term income taxes payable as appropriate. 

 

13

 
 

Note 11 – Segment Reporting

 

The Company’s reportable segments are based on the internal reporting used by the Company’s Chief Executive Officer, who is the chief operating decision maker (CODM), to assess operating performance and make decisions about the allocation of resources. The Corporate Unallocated and Japan category includes non-reportable segments, as well as research and development and general and administrative costs, that the Company does not allocate directly to its operating segments.

 

Intercompany transactions primarily relate to intercontinental activity and have been eliminated and are excluded from the reported amounts. The difference between income from operations and pre-tax income relates to foreign currency-related gains and losses and interest income on cash balances and investments, which are not allocated to business segments. 

 

Revenue and income from operations by reportable segment for the three months ended March 31, 2023 and 2022 were as follows:

 


 

   

Three Months Ended March 31,

 

(in thousands)

 

2023

   

2022

 

Revenue:

               

United States

  $ 97,746     $ 95,496  

Europe

    28,113       24,586  

Japan

    -       4,086  

Total revenue

  $ 125,859     $ 124,168  

 


 

   

Three Months Ended March 31,

 

(in thousands)

 

2023

   

2022

 

Income (Loss) from Operations:

               

United States

  $ 20,481     $ 22,524  

Europe

    (2,483 )     (1,679 )

Corporate Unallocated and Japan

    (14,249 )     (12,955 )

Total Income from Operations

  $ 3,749     $ 7,890  

 


 

Total long-lived assets at  March 31, 2023 and December 31, 2022 were as follows:

 


 

   

March 31,

   

December 31,

 

(in thousands)

  2023     2022  

Total long-lived assets:

               

United States

  $ 199,381     $ 203,816  

Europe

    54,101       53,835  

Japan

    134       134  

Total Long-lived Assets

  $ 253,616     $ 257,785  

 


 

Revenue by product line for the three months ended March 31, 2023 and 2022 were as follows:

 


 

   

Three Months Ended March 31,

 

(in thousands)

 

2023

   

2022

 

Revenue:

               

Injection Molding

  $ 51,948     $ 53,398  

CNC Machining

    48,104       46,098  

3D Printing

    21,325       19,672  

Sheet Metal

    4,248       4,687  

Other Revenue

    234       313  

Total revenue

  $ 125,859     $ 124,168  

 


 

14

 
 

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, 2022.

 

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 this Form 10-Q, as well as our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (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 one of the world’s largest and fastest digital manufacturers of custom prototypes and on-demand production parts. Our mission is to empower companies to bring new ideas to market by offering the fastest and most comprehensive digital manufacturing service in the world. Our automated quoting and manufacturing systems allow us to produce commercial-grade plastic, metal, and liquid silicone rubber parts in as fast as one day. We manufacture prototype 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. For most of our offerings, 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. In addition, we serve procurement and supply chain professionals seeking to manufacture custom parts on-demand. Through the acquisition of Hubs (formerly 3D Hubs, Inc.) (Hubs) in 2021, we are able to provide our customers access to a global network of premium manufacturing partners who reside across North America, Europe and Asia, complementing our in-house manufacturing. We believe our use of advanced technology enables us to offer significant advantages at competitive prices to many customers and is the primary reason we have become a leading supplier of custom parts.

 

On May 27, 2022, our board of directors approved a plan for the closure of our manufacturing facility in Japan and announced an intention to cease operations in the region. Affected employees in Japan will receive severance and other transition assistance that meet or exceed local requirements. We expect to complete the closure plan within the year. 

 

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. In 2021, we augmented our internal manufacturing operations through our acquisition of Hubs to expand the envelope of custom parts we can provide to our customers through a network of premium manufacturing partners in each of our product lines.

 

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 molds and quick turnaround times help reduce design risk and limit overall production costs for product developers and engineers. Because we retain possession of the molds, customers who need short-run production often come back to Proto Labs’ 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.

 

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 customer. CNC turning is a subtractive manufacturing process that rotates a metal rod while a cutting tool is used to remove material and create final parts. Quick-turn CNC machining works best for prototyping, form and fit testing, jigs and fixtures and functional components for end-use applications.

 

 

Industrial 3D Printing

 

Our Industrial 3D Printing product line includes SL, SLS, DMLS, MJF, PolyJet, Carbon DLS and fused deposition modeling (FDM) 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.

 

Sheet Metal

 

Our Sheet Metal product line includes quick-turn and e-commerce-enabled custom sheet metal parts, providing 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 customer to fabricate rapid prototyping sheet metal or end-use production parts and assemblies.

 

 

Key Financial Measures and Trends

 

Revenue

 

Our operations are comprised of three geographic operating segments in the United States, Europe and Japan. On May 27, 2022, our board of directors approved a plan for the closure of our manufacturing facility in Japan and announced an intention to cease operations in the region. 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:

 

 

expanding the breadth and scope of our products by adding more sizes and materials to our offerings;

 

 

 

 

the introduction of our 3D Printing product line through our acquisition of FineLine in 2014;

 

 

 

 

expanding 3D Printing to Europe through our acquisition of Alphaform in 2015;

 

 

 

 

the introduction of our Sheet Metal product line through our acquisition of Rapid Manufacturing Group, LLC in 2017;

 

 

 

 

continuously improving the usability of our product lines such as our web-centric applications; and

     
  providing customers with on-demand access to a global network of premium manufacturing partners through our acquisition of Hubs in 2021.

 

During the three months ended March 31, 2023, we served 23,287 unique product developers and engineers who purchased our products through our web-based customer interface, which is consistent with the same period in 2022. 

 

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 customer parts. We expect our personnel-related costs to increase in order to retain and attract top talent and remain competitive in the market. Overall, we expect cost of revenue to increase in absolute dollars.

 

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, manufacturing costs, the costs associated with increasing production capacity, the mix between domestic and foreign revenue sources, the mix between revenue produced in our internal manufacturing operations and outsourced to our external manufacturing partners, the mix between premium expedited manufacturing and longer lead times, and foreign currency 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 business strategy is to continue to be a leading online and technology-enabled manufacturer of quick-turn, on-demand injection-molded, CNC-machined, 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 in the future.

 

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, which includes an allocation of information technology expense including amortization of Protolabs 2.0 software assets. 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. Costs for internal use software are evaluated by project and capitalized where appropriate under ASC 350-40, Intangibles — Goodwill and Other, Internal-Use Software. We expect research and development expense to increase in the future as we seek to enhance our e-commerce interface technology, internal software and supporting business systems, and continue to expand our product lines.

 

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, which includes an allocation of information technology expense including amortization of Protolabs 2.0 software assets. We expect general and administrative expense to increase in the future as we continue to grow and expand as a global organization.

 

Closure of Japan business. Closure of Japan business expense is driven by our decision to close the Japan manufacturing facility and exit the Japan market. The expenses consist primarily of operating expense, including employee severance, write-down of fixed assets, facility-related charges and goodwill impairment charges.

 

Other Income (Loss), net

 

Other income (loss), 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 foreign currency 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. Overall, our effective tax rate for 2023 and beyond may differ from historical effective tax rates due to increases in losses in foreign operations that are not eligible for tax benefits on account of valuation allowances, as well as any future tax law changes that may impact our effective tax rate.

 

 

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. 

 


 

   

Three Months Ended March 31,

   

Change

 

(dollars in thousands)

 

2023

   

2022

         

$%

 

Revenue

  $ 125,859       100.0     $ 124,168       100.0     $ 1,691       1.4  

Cost of revenue

    72,083       57.3       68,364       55.1       3,719       5.4  

Gross profit

    53,776       42.7       55,804       44.9       (2,028 )     (3.6 )

Operating expenses:

                                               

Marketing and sales

    22,451       17.8       20,586       16.6       1,865       9.1  

Research and development

    10,677       8.5       10,557       8.5       120       1.1  

General and administrative

    16,833       13.4       16,771       13.5       62       0.4  

Closure of Japan business

    66       0.1       -       -       66       100.0  

Total operating expenses

    50,027       39.7       47,914       38.6       2,113       4.4  

Income from operations

    3,749       3.0       7,890       6.3       (4,141 )     (52.5 )

Other income (loss), net

    1,290       1.0       (300 )     (0.2 )     1,590       (530.0 )

Income before income taxes

    5,039       4.0       7,590       6.1       (2,551 )     (33.6 )

Provision for income taxes

    2,380       1.9       2,495       2.0       (115 )     (4.6 )

Net income

  $ 2,659       2.1 %   $ 5,095       4.1 %   $ (2,436 )     (47.8 )%

 


 

Stock-based compensation expense included in the statements of operations data above for the three months ended March 31, 2023 and 2022 were as follows:

 


 

   

Three Months Ended March 31,

 

(dollars in thousands)

 

2023

   

2022

 

Stock options, restricted stock and performance stock

  $ 3,321     $ 4,006  

Employee stock purchase plan

    374       391  

Total stock-based compensation expense

  $ 3,695     $ 4,397  
                 

Cost of revenue

  $ 466     $ 587  

Operating expenses:

               

Marketing and sales

    693       737  

Research and development

    572       629  

General and administrative

    1,964       2,444  

Total stock-based compensation expense

  $ 3,695     $ 4,397  

 


 

 

Comparison of Three Months Ended March 31, 2023 and 2022

 

Revenue

 

Revenue by reportable segment and the related changes for the three months ended March 31, 2023 and 2022 were as follows:

 


 

   

Three Months Ended March 31,

                 
   

2023

   

2022

   

Change

 

(dollars in thousands)

 

$

   

% of Total Revenue

   

$

   

% of Total Revenue

   

$

   

%

 

Revenue

                                               

United States

  $ 97,746       77.7 %   $ 95,496       76.9 %   $ 2,250       2.4 %

Europe

    28,113       22.3       24,586       19.8       3,527       14.3  

Japan

    -       -       4,086       3.3       (4,086 )     (100.0 )

Total revenue

  $ 125,859       100.0 %   $ 124,168       100.0 %   $ 1,691       1.4 %

 


 

Our revenue increased $1.7 million, or 1.4%, for the three months ended March 31, 2023 compared to the same period in 2022. By reportable segment, revenue in the United States increased $2.3 million, or 2.4%, for the three months ended March 31, 2023 compared to the same period in 2022. Revenue in Europe increased $3.5 million, or 14.3%, and revenue in Japan decreased $4.1 million, or 100.0%, in each case for the three months ended March 31, 2023 compared to the same period in 2022. The decrease in Japan revenue was driven by our decision in the second quarter of 2022 to close our Japan operations. Our acquisition of Hubs provided revenue of $9.4 million and $4.8 million in the United States, and $7.8 million and $5.5 million in Europe, for each of the three months ended March 31, 2023 and 2022. International revenue was negatively impacted by $2.5 million during the three months ended March 31, 2023 compared to the same period in 2022 as a result of foreign currency movements, primarily the weakening of the British Pound and Euro relative to the United States Dollar.

 

During the three months ended March 31, 2023, we served 23,287 unique product developers and engineers, which is consistent with the same period in 2022. Our growth in product developers and engineers served increased at a lesser rate than our revenue growth, resulting in an increase in the average spend per product developer and engineer. 

 

Revenue by product line and the related changes for the three months ended March 31, 2023 and 2022 were as follows:

 


 

   

Three Months Ended March 31,

                 
   

2023

   

2022

   

Change

 

(dollars in thousands)

 

$

   

% of Total Revenue

   

$

   

% of Total Revenue

   

$

   

%

 

Revenue

                                               

Injection Molding

  $ 51,948       41.3 %   $ 53,398       43.0 %   $ (1,450 )     (2.7 )%

CNC Machining

    48,104       38.2       46,098       37.1       2,006       4.4  

3D Printing

    21,325       16.9       19,672       15.8       1,653       8.4  

Sheet Metal

    4,248       3.4       4,687       3.8       (439 )     (9.4 )

Other Revenue

    234       0.2       313       0.3       (79 )     (25.2 )

Total revenue

  $ 125,859       100.0 %   $ 124,168       100.0 %   $ 1,691       1.4 %

 


 

By product line, our revenue increase was driven by a 4.4% increase in CNC Machining revenue and an 8.4% increase in 3D Printing revenue, which was partially offset by a 2.7% decrease in Injection Molding revenue, a 9.4% decrease in Sheet Metal revenue and a 25.2% decrease in Other Revenue, in each case for the three months ended March 31, 2023 compared to the same period in 2022.

 

 

Cost of Revenue, Gross Profit and Gross Margin

 

Cost of Revenue. Cost of revenue increased $3.7 million, or 5.4%, for the three months ended March 31, 2023 compared to the same period in 2022, which was higher than the rate of revenue increase of 1.4% for the three months ended March 31, 2023 compared to the same period in 2022. Cost of revenue decreased $1.9 million in our digital manufacturing business, which was driven by decreases in overtime and contract labor expense and led to lower personnel and related costs of $2.1 million, and an increase in raw material and product costs of $0.2 million. Hubs provided a $5.6 million increase in cost of revenue due to higher revenue volume for the three months ended March 31, 2023 compared to the same period in 2022.

 

Gross Profit and Gross Margin. Gross profit decreased from $55.8 million in the three months ended March 31, 2022 to $53.8 million in the three months ended March 31, 2023. Gross margin decreased from 44.9% in the three months ended March 31, 2022 to 42.7% in the three months ended March 31, 2023.

 

Operating Expenses, Other Income (Loss), net and Provision for Income Taxes

 

Marketing and Sales. Marketing and sales expenses increased $1.9 million, or 9.1%, during the three months ended March 31, 2023 compared to the same period in 2022. The increase was driven by marketing program cost increases in our digital manufacturing business of $0.2 million and increases in Hubs' marketing and sales expenses of $1.7 million during the three months ended March 31, 2023 when compared to the same period in 2022.

 

Research and Development. Our research and development expenses increased $0.1 million, or 1.1%, during the three months ended March 31, 2023 compared to the same period in 2022 primarily due to increases of $0.7 million in Hubs' research and development expenses, which were partially offset by personnel and related cost decreases of $0.2 million and decreases in professional services and other operating costs of  $0.4 million in our digital manufacturing business.

 

General and Administrative. Our general and administrative expenses increased $0.1 million, or 0.4%, during the three months ended March 31, 2023 compared to the same period in 2022 primarily due to an increase of $0.3 million in personnel and related costs, an increase of professional services of $0.4 million, an increase in stock based compensation costs of $0.1 million, which were partially offset by a decrease of $0.5 million in administrative costs and decreases of $0.2 million in Hubs' general and administrative expenses.

 

Closure of Japan business. Our decision to close our Japan business resulted in $0.1 million in operating expenses during the three months ended March 31, 2023. We had no expenses related to the closure of our Japan business in the three months ended March 31, 2022.

 

Other income (loss), net. We recognized other income, net of $1.3 million for the three months ended March 31, 2023, an increase of $1.6 million compared to other loss, net of $0.3 million for the three months ended March 31, 2022. Other income, net for the three months ended March 31, 2023 primarily consisted of a $0.1 million gain on foreign currency and $1.2 million in interest income on investments and other income. Other income, net for the three months ended March 31, 2022 primarily consisted of a $0.3 million loss on foreign currency.

 

Provision for Income Taxes. Our effective tax rate of 47.2% for the three months ended March 31, 2023 increased 14.3% compared to 32.9% for the same period in 2022. The increase in the effective tax rate is primarily due to a decrease in tax benefits from the vesting of restricted stock, the cancellation of performance stock units and the exercise of stock options, as well as an increase in the rate impact of losses in jurisdictions that are not eligible for tax benefits due to valuation allowances. Our income tax provision of $2.4 million for the three months ended March 31, 2023 decreased $0.1 million compared to our income tax provision of $2.5 million for the three months ended March 31, 2022.

 

 

Liquidity and Capital Resources

 

Cash Flows

 

The following table summarizes our cash flows during the three months ended March 31, 2023 and 2022:

 


 

   

Three Months Ended March 31,

 

(dollars in thousands)

  2023     2022  

Net cash provided by operating activities

  $ 22,578     $ 17,783  

Net cash provided by (used in) investing activities

    4,383       (25,835 )

Net cash used in financing activities

    (21,602 )     (601 )

Effect of exchange rates on cash and cash equivalents

    134       (37 )

Net increase (decrease) in cash and cash equivalents

  $ 5,493     $ (8,690 )

 


 

Sources of Liquidity

 

Historically, we have primarily financed our operations and capital expenditures through cash flow from operations. We had cash and cash equivalents of $62.1 million as of March 31, 2023, an increase of $5.5 million from December 31, 2022. The increase in our cash was primarily due to cash provided by operating activities of $22.6 million and proceeds from call redemptions and maturities of marketable securities of $7.7 million, which were partially offset by $3.4 million for purchases of property, equipment and other capital assets, and $21.1 million in repurchases of common stock.

 

We believe that our existing cash and cash equivalents together with cash generated from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.

 

Cash Flows from Operating Activities

 

Cash flows from operating activities were $22.6 million during the three months ended March 31, 2023 and primarily consisted of net income of $2.7 million, adjusted for certain non-cash items, including depreciation and amortization of $9.4 million, stock-based compensation expense of $3.7 million, interest on finance lease obligations of $0.3 million and changes in operating assets and liabilities and other items totaling $9.6 million, which were partially offset by deferred taxes of $3.1 million. Cash flows from operating activities were $17.8 million during the three months ended March 31, 2022 and primarily consisted of net income of $5.1 million, adjusted for certain non-cash items, including depreciation and amortization of $10.2 million and stock-based compensation expense of $4.4 million, which were partially offset by changes in operating assets and liabilities and other items totaling $1.9 million.

 

Cash flows from operating activities increased $4.8 million during the three months ended March 31, 2023 compared to the same period in 2022, primarily due to increases in interest on finance lease obligations of $0.3 million and changes in operating assets and liabilities totaling $8.4 million, which were partially offset by decreases in net income of $2.4 million, stock-based compensation of $0.7 million, and depreciation and amortization of $0.8 million.

 

Cash Flows from Investing Activities

 

Cash provided by investing activities was $4.4 million during the three months ended March 31, 2023, consisting of $7.7 million in proceeds from call redemptions and maturities of marketable securities, which were partially offset by $3.3 million for net purchases of property, equipment and other capital assets.

 

Cash used in investing activities was $25.8 million during the three months ended March 31, 2022, consisting of $22.7 million for net purchases of marketable securities and $3.1 million for the purchases of property, equipment and other capital assets.

 

 

Cash Flows from Financing Activities

 

Cash used in financing activities was $21.6 million during the three months ended March 31, 2023, consisting of $21.1 million in repurchases of common stock, $0.4 million in purchases of shares withheld for tax obligations associated with equity transactions, and $0.1 million for repayments of finance lease obligations.

 

Cash used in financing activities was $0.6 million during the three months ended March 31, 2022, consisting of $0.5 million in purchases of shares withheld for tax obligations associated with equity transactions, and $0.1 million for repayments of finance lease obligations.

 

Critical Accounting 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). The preparation of these financial statements requires us to make estimates, judgements and assumptions. Our significant accounting policies and estimates are disclosed in Note 2 to the Consolidated Financial Statements included Pat II, Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2023.

 

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 gains of $0.1 million and foreign currency losses of $0.3 million during the three months ended March 31, 2023 and 2022, respectively.  The changes in foreign exchange rates had a negative impact on consolidated revenue of $2.5 million for the three months ended March 31, 2023 as compared to the same period in 2022.

 

 

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

 

Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 includes a discussion of our risk factors. There have been no material changes from the risk factors described in our Form 10-K.

 

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

 

On February 9, 2017, our board of directors 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. On May 16, 2019, we announced that our board of directors approved a $50 million increase in our authorized stock repurchase program and extended the term of the program through December 31, 2023, which increased the stock repurchase program to $100 million. On December 8, 2021, our board of directors approved another $50 million increase in our authorized stock repurchase program, which increased the total repurchases authorized to $150 million. On November 17, 2022, our board of directors approved a $50 million increase in our authorized stock repurchase program, which increased the total repurchases authorized to $200 million and extended the term of the program through December 31, 2024. On February 7, 2023 our board of directors approved a $50 million increase in our authorized stock repurchase program, which increased the stock repurchase authorized to $250 million. We have $111.2 million remaining under this authorization. The timing and amount of any share repurchases will be determined by our management based on market conditions and other factors.

 

During the three months ended March 31, 2023, we repurchased 672,500 shares of our common stock at a total purchase price of $21.1 million under this program.  Common stock repurchase activity through March 31, 2023 was as follows:

 

Period

 

Total Number of Shares Purchased

   

Average Price Paid per Share

   

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

   

Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (1)

 

January 1, 2023 through January 31, 2023

    200,000     $ 27.58       200,000     $ 76,757  

February 1, 2023 through February 28, 2023

    292,500     $ 32.59       292,500     $ 117,224  

March 1, 2023 through March 31, 2023

    180,000     $ 33.60       180,000     $ 111,176  
      672,500     $ 31.37       672,500     $ 111,176  

 

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

 

Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012).

3.2

  Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, filed with the Commission on May 21, 2015).

3.3

 

Third Amended and Restated By-Laws of Proto Labs, Inc., as amended through November 15, 2022 (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K, filed on November 15, 2022).

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   Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*     Filed herewith.

 

 

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 5, 2023

 

/s/ Robert Bodor

 

 

 

Robert Bodor

 

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Date: May 5, 2023

 

/s/ Daniel Schumacher

 

 

 

Daniel Schumacher

 

 

 

Chief Financial Officer

(Principal Financial Officer)

 

 

 

27