SEC Form 10-Q filed by Proto Labs Inc.

5/2/25 4:03:47 PM ET

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q


			(Mark One)

þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2025


o			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. þYes oNo

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). þYes oNo

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þNo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 23,770,640 shares of Common Stock, par value $0.001 per share, were outstanding at April 25, 2025.

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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	16
3.	Quantitative and Qualitative Disclosures about Market Risk	24
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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Proto Labs, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)



	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	82,692	$	89,071
Short-term marketable securities	14,154		14,019
Accounts receivable, net of allowance for doubtful accounts of $2,103 and $1,975 as of March 31, 2025, and December 31, 2024, respectively	73,904		66,504
Inventory	13,202		12,305
Income taxes receivable	864		2,906
Prepaid expenses and other current assets	9,594		10,049
Total current assets	194,410		194,854
Property and equipment, net	221,207		227,263
Goodwill	273,991		273,991
Other intangible assets, net	20,775		21,422
Long-term marketable securities	19,425		17,773
Operating lease assets	2,461		2,993
Finance lease assets	625		692
Other long-term assets	4,556		4,524
Total assets	$	737,450	$	743,512

Liabilities and shareholders' equity
Current liabilities
Accounts payable	$	16,288	$	15,504
Accrued compensation	18,554		16,550
Accrued liabilities and other	24,172		19,621
Current operating lease liabilities	1,132		1,287
Current finance lease liabilities	312		309
Income taxes payable	1,634		—
Total current liabilities	62,092		53,271
Long-term operating lease liabilities	1,491		1,633
Long-term finance lease liabilities	207		287
Long-term deferred tax liabilities	12,062		13,565
Other long-term liabilities	4,797		4,605
Total liabilities	80,649		73,361

Shareholders' equity
Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of March 31, 2025, and December 31, 2024	—		—
Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 23,770,640 and 24,226,088 shares as of March 31, 2025, and December 31, 2024, respectively	23		24
Additional paid-in capital	447,115		453,705
Retained earnings	236,554		244,406
Accumulated other comprehensive loss	(26,891)		(27,984)
Total shareholders' equity	656,801		670,151
Total liabilities and shareholders' equity	$	737,450	$	743,512

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

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Proto Labs, Inc.

Consolidated Statements of Comprehensive Income

(In thousands, except share and per share amounts)

(Unaudited)



	Three Months Ended March 31,
	2025		2024

Statements of Operations:
Revenue	$	126,205	$	127,890
Cost of revenue	70,507		70,423
Gross profit	55,698		57,467
Operating expenses
Marketing and sales	23,749		23,160
Research and development	10,609		11,167
General and administrative	16,848		16,313
Benefits related to exit and disposal activities	(39)		—
Total operating expenses	51,167		50,640
Income from operations	4,531		6,827
Other income, net	1,454		899
Income before income taxes	5,985		7,726
Provision for income taxes	2,386		2,458
Net income	$	3,599	$	5,268

Net income per share:
Basic	$	0.15	$	0.21
Diluted	$	0.15	$	0.20

Shares used to compute net income per share:
Basic	24,135,320		25,624,949
Diluted	24,435,844		25,784,987

Comprehensive Income (net of tax)
Comprehensive income	$	4,692	$	4,436

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

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Proto Labs, Inc.

Consolidated Statements of Shareholders' Equity

(In thousands, except share amounts)



	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount

Balance at December 31, 2024	24,226,088	$	24	$	453,705	$	244,406	$	(27,984)	$	670,151
Common shares issued on exercise of options and other, net of shares withheld for tax obligations	58,291	—		(961)		—		—		(961)
Stock-based compensation expense	—	—		3,992		—		—		3,992
Repurchases of common stock and other	(513,739)	(1)		(9,621)		(11,451)		—		(21,073)
Net income	—	—		—		3,599		—		3,599
Other comprehensive income
Foreign currency translation adjustment	—	—		—		—		1,003		1,003
Net unrealized gains on investments in securities	—	—		—		—		90		90
Comprehensive income										4,692
Balance at March 31, 2025	23,770,640	$	23	$	447,115	$	236,554	$	(26,891)	$	656,801


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount

Balance at December 31, 2023	25,721,957	$	26	$	466,884	$	256,398	$	(28,013)	$	695,295
Common shares issued on exercise of options and other, net of shares withheld for tax obligations	29,974	—		(533)		—		—		(533)
Stock-based compensation expense	—	—		4,276		—		—		4,276
Repurchases of common stock	(435,861)	—		(7,912)		(8,252)		—		(16,164)
Net income	—	—		—		5,268		—		5,268
Other comprehensive income
Foreign currency translation adjustment	—	—		—		—		(925)		(925)
Net unrealized gains on investments in securities	—	—		—		—		93		93
Comprehensive income										4,436
Balance at March 31, 2024	25,316,070	$	26	$	462,715	$	253,414	$	(28,845)	$	687,310

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

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Proto Labs, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Three Months Ended March 31,
	2025		2024

Operating activities
Net income	$	3,599	$	5,268
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,694		9,103
Stock-based compensation expense	3,992		4,276
Deferred taxes	(1,552)		(2,247)
Interest on finance lease obligations	6		10


Impairments related to exit and closure of facilities	219		—
Gain on disposal of property and equipment	—		(22)
Other	43		63
Changes in operating assets and liabilities:
Accounts receivable	(7,405)		(5,654)
Inventories	(698)		802
Prepaid expenses and other	517		(359)
Income taxes	3,702		5,457
Accounts payable	758		(138)
Accrued liabilities and other	6,504		4,779
Net cash provided by operating activities	18,379		21,338

Investing activities
Purchases of property, equipment and other capital assets	(1,262)		(2,587)
Proceeds from sales of property, equipment and other capital assets	—		22
Purchases of marketable securities	(6,552)		—

Proceeds from call redemptions and maturities of marketable securities	4,905		6,984
Net cash (used in) provided by investing activities	(2,909)		4,419

Financing activities
Proceeds from issuance of common stock from equity plans	287		—
Purchases of shares withheld for tax obligations	(1,248)		(533)
Repurchases of common stock	(20,890)		(16,013)
Principal repayments of finance lease obligations	(76)		(73)
Net cash used in financing activities	(21,927)		(16,619)
Effect of exchange rate changes on cash and cash equivalents	78		(124)
Net (decrease) increase in cash and cash equivalents	(6,379)		9,014
Cash and cash equivalents, beginning of period	89,071		83,790
Cash and cash equivalents, end of period	$	82,692	$	92,804

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

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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, 2024, as filed with the Securities and Exchange Commission (SEC) on February 21, 2025.

The accompanying Consolidated Balance Sheet as of December 31, 2024 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, 2025 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.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The Company is required to adopt this guidance for its annual year ending December 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating ASU 2024-03 to determine the impact on the Company's disclosures.

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. Anti-dilutive options were excluded from the calculation of diluted weighted average shares outstanding and were 436,669 and 421,937 for the three months ended March 31, 2025 and 2024, respectively.

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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)	2025		2024
Net income	$	3,599	$	5,268

Basic - weighted-average shares outstanding:	24,135,320		25,624,949
Effect of dilutive securities:
Employee stock options and other	300,524		160,038
Diluted - weighted-average shares outstanding:	24,435,844		25,784,987
Net income per share:
Basic	$	0.15	$	0.21
Diluted	$	0.15	$	0.20

Note 4 – Goodwill and Other Intangible Assets

There were no changes in the carrying amount of goodwill during the three months ended March 31, 2025.

Intangible assets other than goodwill at March 31, 2025 and December 31, 2024 were as follows:



	March 31, 2025						December 31, 2024						Useful Life (in years)	Weighted Average Useful Life Remaining (in years)
(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Intangible assets with finite lives:
Non-compete agreement	$	829	$	(739)	$	90	$	819	$	(703)	$	116	2.0 - 5.0	0.6
Software technology	13,229		(9,465)		3,764		13,229		(9,123)		4,106		10.0	2.8
Software platform	26,119		(9,198)		16,921		25,657		(8,457)		17,200		12.0	7.8
Total intangible assets	$	40,177	$	(19,402)	$	20,775	$	39,705	$	(18,283)	$	21,422

Intangible assets allocated to the Protolabs Network 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 unrealized losses related to intangible assets were $1.6 million and $2.2 million as of March 31, 2025 and December 31, 2024, respectively. Amortization expense for intangible assets was $0.9 million and $1.0 million for each of the three months ended March 31, 2025 and 2024, respectively.

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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 2025	$	2,728
2026	3,537
2027	3,528
2028	2,161
2029	2,161
Thereafter	6,660
Total estimated amortization expense	$	20,775

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, 2025 and December 31, 2024 measured at fair value on a recurring basis:



	March 31, 2025						December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Financial Assets:
Cash	$	81,162	$	—	$	—	$	86,366	$	—	$	—
Money market mutual fund	1,530		$	—	—		2,705		—		—
Marketable securities	18,211		15,368		—		17,261		14,531		—
Total	$	100,903	$	15,368	$	—	$	106,332	$	14,531	$	—

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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, 2025 and December 31, 2024:



	March 31, 2025
(in thousands)	Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government agency securities	$	5,325	$	—	$	(4)	$	5,321
Corporate debt securities	15,882		—		(38)		15,844
U.S. municipal securities	11,425		13		(26)		11,412
U.S. treasury bonds	1,000		2		—		1,002
Total marketable securities	$	33,632	$	15	$	(68)	$	33,579



	December 31, 2024
(in thousands)	Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government agency securities	$	8,323	$	—	$	(22)	$	8,301
Corporate debt securities	15,852		—		(82)		15,770
U.S. municipal securities	6,762		—		(38)		6,724
U.S. treasury bonds	1,000		—		(3)		997
Total marketable securities	$	31,937	$	—	$	(145)	$	31,792

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, 2025 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.



(in thousands)	March 31, 2025
Due in one year or less	$	14,154
Due after one year through five years	19,425
Total marketable securities	$	33,579

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.

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



(in thousands)	March 31, 2025		December 31, 2024
Total inventory	$	13,889	$	12,989
Allowance for obsolescence	(687)		(684)
Inventory, net of allowance	$	13,202	$	12,305

Note 8 – Stock-Based Compensation

On July 8, 2022, the board of directors approved the Proto Labs, Inc. 2022 Long-Term Incentive Plan, which was approved by the Company's shareholders at a Special Meeting of Shareholders on August 29, 2022, and subsequently amended and restated by the Company's shareholders at the Annual Meeting of Shareholders on May 23, 2024 (as amended and restated, the 2022 Plan) to increase the number of shares available for issuance pursuant to awards under the 2022 Plan by an additional 430,000 shares, add a minimum vesting requirement, and extend the expiration date so that the term of the 2022 Plan runs for ten years from the date of the shareholder approval. 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 and talent 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 and talent 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.

The Company also has outstanding awards under the 2012 Long-Term Incentive Plan, as amended (the 2012 Plan), although the plan expired in February 2022 and no additional awards have since been or will be made under the 2012 Plan. The 2012 Plan provided the Company the ability to grant stock options, SARs, restricted stock, restricted stock units, other stock-based awards and cash incentive awards. Awards under the 2012 Plan that subsequently expired, were forfeited or cancelled, or settled in cash after August 29, 2022 became available for awards under the 2022 Plan.

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 $4.0 million and $4.3 million for the three months ended March 31, 2025 and 2024, respectively.

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Stock Options

The following table summarizes stock option activity during the three months ended March 31, 2025:



	Stock Options	Weighted- Average Exercise Price
Options outstanding at December 31, 2024	445,136	$	51.34
Granted	77,606	39.61
Exercised	(8,502)	33.79
Forfeited	(1,404)	32.63
Expired	(13,136)	92.09
Options outstanding at March 31, 2025	499,700	$	48.80

Exercisable at March 31, 2025	220,489	$	63.63

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, 2025 was $22.07.

The following table provides the assumptions used in the Black-Scholes pricing model valuation of options during the three months ended March 31, 2025 and 2024:



	Three Months Ended March 31,
	2025	2024
Risk-free interest rate	4.13%	4.28%
Expected life (years)	6.25	6.25
Expected volatility	52.99%	50.62%
Expected dividend yield	0%	0%

As of March 31, 2025, there was $4.8 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.9 years.

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.

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The following table summarizes restricted stock activity during the three months ended March 31, 2025:



	Restricted Stock	Weighted- Average Grant Date Fair Value Per Share
Restricted stock at December 31, 2024	763,261	$	38.25
Granted	63,120	39.61
Restrictions lapsed	(44,523)	44.82
Forfeited	(11,502)	35.31
Restricted stock at March 31, 2025	770,356	$	38.02

As of March 31, 2025, there was $18.1 million of unrecognized compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 2.7 years.

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. The Company’s PSUs 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, 2025:



	Performance Stock	Weighted- Average Grant Date Fair Value Per Share
Performance stock at December 31, 2024	180,173	$	60.75
Granted	66,592	62.36
Restrictions lapsed	(32,977)	96.41
Performance change	—	—
Forfeited	—	—
Performance stock at March 31, 2025	213,788	$	55.75

The following table provides the assumptions used in the Monte Carlo pricing model valuation of PSUs during the three months ended March 31, 2025 and 2024:



	Three Months Ended March 31,
	2025	2024
Risk-free interest rate	4.08%	4.37%
Expected life (years)	2.85	2.88
Expected volatility	52.40%	51.40%
Expected dividend yield	0%	0%

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As of March 31, 2025, there was $7.5 million of unrecognized compensation expense related to non-vested performance stock, which is expected to be recognized over a weighted-average period of 2.3 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, 2025 and 2024:



	Three Months Ended March 31,
	2025	2024
Risk-free interest rate	4.29%	5.16%
Expected life (months)	6.00	6.00
Expected volatility	65.60%	47.92%
Expected dividend yield	0%	0%

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, 2025 and 2024:



	Three Months Ended March 31,
(in thousands)	2025		2024

Balance at beginning of period	$	(27,984)	$	(28,013)
Foreign currency translation adjustments
Other comprehensive income (loss) before reclassifications	1,003		(925)
Amounts reclassified from accumulated other comprehensive loss	—		—
Net current-period other comprehensive income (loss)	1,003		(925)
Net unrealized gains on investments in securities
Other comprehensive income before reclassifications	90		93
Amounts reclassified from accumulated other comprehensive loss	—		—
Net current-period other comprehensive income	90		93
Balance at end of period	$	(26,891)	$	(28,845)

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, 2025 and 2024, 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, 2025 was 39.9 percent compared to 31.8 percent in the same period of the prior year. The effective tax rate increased by 8.1 percent for the three months ended March 31, 2025 when compared to the same period in 2024, primarily due to a one-time release of tax reserves arising from a successful audit closure in 2024 that did not repeat in 2025.

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The effective income tax rate for the three months ended March 31, 2025 differs from the U.S. federal statutory rate of 21.0 percent due to various factors, including operating in multiple state and foreign jurisdictions partially offset by tax credits for which the Company qualifies.

The Company had unrecognized tax benefits totaling $3.5 million as of March 31, 2025 and $3.4 million as of December 31, 2024, 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.

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 Company’s reportable segments are based upon geographic region, consisting of the United States and Europe. The Corporate Unallocated 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.

The following table summarizes selected financial information by reportable segments:


Quarter Ended March 31 2025,
(in thousands)
	United States		Europe		Corporate Unallocated		Total
Revenue	$	100,267	$	25,938	$	—	$	126,205
Segment expenses1	74,770		29,800		17,143		121,713
Exit, Disposal and Goodwill impairment benefit	—		(39)		—		(39)
Income (Loss) from Operations	$	25,497	$	(3,823)	$	(17,143)	$	4,531


Quarter Ended March 31 2024,
(in thousands)
	United States		Europe		Corporate Unallocated		Total
Revenue	$	101,481	$	26,409	$	—	$	127,890
Segment expenses1	75,149		28,853		17,061		121,063
Exit, Disposal and Goodwill impairment costs	—		—		—		—
Income (Loss) from Operations	$	26,332	$	(2,444)	$	(17,061)	$	6,827

1 Segment expenses consist primarily of raw materials, equipment depreciation, employee compensation including benefits, commissions and stock-based compensation, facilities costs and overhead allocations associated with the manufacturing process for molds and custom parts, marketing programs such as electronic, print and pay-per-click advertising and trade shows and other related costs for our United States and Europe reportable segments. Segment expenses for our Corporate Unallocated reportable segment consist primarily of personnel and outside service costs related to the development of new processes and product lines, enhancements of existing product lines, software developed for internal use, maintenance of internally developed software, quality assurance and

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testing and employee compensation including benefits, stock-based compensation, professional service fees related to accounting, tax and legal, and other related overhead costs.

Total long-lived assets, expenditures for additions to long-lived assets, and depreciation and amortization expense were as follows:



(in thousands)	March 31, 2025		December 31, 2024
Total long-lived assets:
United States	$	176,428	$	181,291
Europe	44,779		45,972
Total Long-lived Assets	$	221,207	$	227,263



	Three Months Ended March 31,
(in thousands)	2025		2024
Expenditures for additions to long-lived assets:
United States	$	1,168	$	834
Europe	94		1,753
Total expenditures for additions to long-lived assets	$	1,262	$	2,587



	Three Months Ended March 31,
(in thousands)	2025		2024
Depreciation and Amortization:
United States	$	7,009	$	7,325
Europe	1,606		1,744
Corporate Unallocated	79		34
Total depreciation and amortization	$	8,694	$	9,103

Revenue by product line the three months ended March 31, 2025 and 2024 were as follows:



	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Revenue:
Injection Molding	$	48,723	$	52,663
CNC Machining	52,843		49,932
3D Printing	20,194		21,582
Sheet Metal	4,211		3,553
Other Revenue	234		160
Total Revenue	$	126,205	$	127,890

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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, 2024.

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, fastest and most comprehensive digital manufacturers of custom parts. Our vision is accelerating innovation by revolutionizing manufacturing. Our mission is to shape the future by bringing customer ideas to life across every stage of their product cycle. We accomplish this by offering a variety of manufacturing capabilities fulfilled through a combination of owned manufacturing factories and a worldwide network of premium manufacturing partners. Our automated quoting and manufacturing systems are highly integrated with our manufacturing and fulfillment systems, which allow us to offer a vast array of manufacturing technologies in a variety of materials across a continuum of lead times and prices. Our technology-enabled digital engineering and manufacturing applications enable us to produce commercial-grade plastic, metal, and liquid silicone rubber parts in as fast as one day.

Our customers conduct the majority of their business with us via our Internet-based eCommerce platform. 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, to the procurement and supply chain professionals seeking to easily and efficiently source custom parts on-demand, and to a wide variety of customers seeking to purchase custom parts. We believe our use of advanced technologies enable 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.

We have established our operations in the United States and Europe. On October 21, 2024, the Company's board of directors approved a plan related to the Company's manufacturing facilities in Germany. The plan includes the closure of the Company's prototype injection molding manufacturing facility in Eschenlohe, Germany, and the discontinuation of Direct Metal Laser Sintering 3D printing services through its 3D printing facility in Putzbrunn, Germany. The Company expects to substantially complete the plan during fiscal year 2025. The Company intends to continue offering all of its manufacturing services to customers across Europe, including injection molding and metal 3D printing. These services will be fulfilled through internal manufacturing facilities and a network of manufacturing partners.

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 or incorporate into our manufacturing network in order to better serve the evolving preferences and needs of our customers. With the addition of the Protolabs Network in 2021, our global network of premium manufacturing partners significantly expands the breadth and depth of our manufacturing capabilities, enabling us to offer customers a wider variety of lead times and pricing options, and an expanded envelope of parts (complexity, size, etc.).

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Key Financial Measures and Trends

Revenue

Our operations are comprised of two geographic operating segments in the United States and Europe. On October 21, 2024, the Company's board of directors approved a plan related to the Company's manufacturing facilities in Germany. The plan includes the closure of the Company's prototype injection molding manufacturing facility in Eschenlohe, Germany, and the discontinuation of Direct Metal Laser Sintering 3D printing services through its 3D printing facility in Putzbrunn, Germany. The Company expects to substantially complete the plan during fiscal year 2025. The Company intends to continue offering all of its manufacturing services to customers across Europe, including injection molding and metal 3D printing. These services will be fulfilled through internal manufacturing facilities and a network of manufacturing partners.

Revenue is derived from the sale or parts fulfilled through our owned manufacturing factories and worldwide network of premium manufacturing partners. Our product lines consist of Injection Molding, CNC Machining, 3D Printing and Sheet Metal. 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 revenue is generated from a diverse customer base and 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.

The following table summarizes our unique customer contacts and revenue per customer contact:



	Three Months Ended March 31,
	2025		2024
Revenue (in thousands)	$	126,205	$	127,890
Customer contacts	21,627		22,466
Revenue per customer contact1	$5,836		$5,693

1 Revenue per customer contact is calculated using the revenue recognized during the respective period divided by the actual number of customer contacts served during the same period. Customer contacts are product developers, engineers, procurement and supply chain professionals and other individuals who place an order, and that order is shipped and invoiced during the period. The Company believes revenue per customer contact is useful to investors in evaluating the underlying business trends and ongoing operating performance of the Company.

Cost of Revenue, Gross Profit and Gross Margin

Cost of revenue consists primarily of raw materials, equipment depreciation, employee compensation including benefits and stock-based compensation, facilities costs, overhead allocations associated with the manufacturing process for molds and custom parts, and costs to procure parts through our network of premium manufacturing partners. 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.

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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 produced in our internal manufacturing operations and outsourced to our external manufacturing partners, pricing, sales volume, manufacturing costs, the costs associated with increasing production capacity, the mix between domestic and foreign revenue sources, the mix of revenue by product line, 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 fabricated 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 demand generation costs 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 demand generation costs 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. We expect general and administrative expense to increase in the future as we continue to grow and expand as a global organization.

Benefits or costs related to disposal and exit activities. Costs related to disposal and exit activities is driven by our decision to close certain manufacturing facilities in Germany. The expenses consist primarily of operating expenses, including employee severance, write-down of fixed assets and facility-related charges. Benefits may result from adjustments to initial estimates regarding the nature and timing of disposal and exit activities.

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 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 2025 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.

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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)	2025				2024				$		%
Revenue	$	126,205	100.0		$	127,890	100.0		$	(1,685)	(1.3)
Cost of revenue	70,507		55.9		70,423		55.1		84		0.1
Gross profit	55,698		44.1		57,467		44.9		(1,769)		(3.1)
Operating expenses
Marketing and sales	23,749		18.8		23,160		18.1		589		2.5
Research and development	10,609		8.4		11,167		8.7		(558)		(5.0)
General and administrative	16,848		13.4		16,313		12.8		535		3.3
Benefits related to exit and disposal activities	(39)		—		—		—		(39)		(100.0)
Total operating expenses	51,167		40.5		50,640		39.6		527		1.0
Income from operations	4,531		3.6		6,827		5.3		(2,296)		(33.6)
Other income, net	1,454		1.2		899		0.7		555		61.7
Income before income taxes	5,985		4.7		7,726		6.0		(1,741)		(22.5)
Provision for income taxes	2,386		1.9		2,458		1.9		(72)		(2.9)
Net income	$	3,599	2.9	%	$	5,268	4.1	%	$	(1,669)	(31.7)	%

Stock-based compensation expense included in the statements of operations data above for the three months ended March 31, 2025 and 2024 were as follows:



	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Stock options, restricted stock and performance stock	$	3,661	$	3,955
Employee stock purchase plan	331		321
Total stock-based compensation expense	$	3,992	$	4,276

Cost of revenue	$	460	$	459
Operating expenses:
Marketing and sales	778		832
Research and development	625		693
General and administrative	2,129		2,292
Total stock-based compensation expense	$	3,992	$	4,276

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Comparison of Three Months Ended March 31, 2025 and 2024

Revenue

Revenue by reportable segment and the related changes for the three months ended March 31, 2025 and 2024 were as follows:



	Three Months Ended March 31,
	2025				2024				Change
(dollars in thousands)	$		% of Total Revenue		$		% of Total Revenue		$		%
Revenue:
United States	$	100,267	79.4	%	$	101,481	79.4	%	$	(1,214)	(1.2)	%
Europe	25,938		20.6	%	26,409		20.6	%	(471)		(1.8)
Total revenue	$	126,205	100.0	%	$	127,890	100.0	%	$	(1,685)	(1.3	%)

Our revenue decreased $1.7 million, or 1.3%, for the three months ended March 31, 2025 compared to the same period in 2024. The decline in revenue was primarily driven by the leap year in 2024, resulting in a decrease in the number of operating days in the three months ended March 31, 2025 compared to the same period in 2024. By reportable segment, revenue in the United States decreased $1.2 million, or 1.2%, for the three months ended March 31, 2025 compared to the same period in 2024. Revenue in Europe decreased $0.5 million, or 1.8%, for the three months ended March 31, 2025 compared to the same period in 2024. International revenue was negatively impacted by $0.5 million during the three months ended March 31, 2025 compared to the same period in 2024 as a result of foreign currency movements, primarily due to the weakening of the British Pound and Euro relative to the United States Dollar.

During the three months ended March 31, 2025, we served 21,627 unique customer contacts, which is a decrease of 3.7% from the same period in 2024. Our customer contacts served decreased at a rate higher than our decrease in revenue. This was primarily due to our mix of customers served in the quarter as compared to the same period in 2024 and our strategic focus to earn larger orders from our customers as we strive to be their supplier of choice by serving their custom parts needs through the comprehensive offer of our factory and the Protolabs Network. Our revenue per customer contact grew 2.5% for the three months ended March 31, 2025 compared to the same period in 2024.

Revenue by product line and the related changes for the three months ended March 31, 2025 and 2024 were as follows:



	Three Months Ended March 31,
	2025				2024				Change
(dollars in thousands)	$		% of Total Revenue		$		% of Total Revenue		$		%
Revenue:
Injection Molding	$	48,723	38.6	%	$	52,663	41.2	%	$	(3,940)	(7.5)	%
CNC Machining	52,843		41.9	%	49,932		39.0	%	2,911		5.8
3D Printing	20,194		16.0	%	21,582		16.9	%	(1,388)		(6.4)
Sheet Metal	4,211		3.3	%	3,553		2.8	%	658		18.5
Other Revenue	234		0.2	%	160		0.1	%	74		46.3
Total Revenue	$	126,205	100.0	%	$	127,890	100.0	%	$	(1,685)	(1.3)	%

By product line, our revenue decrease was driven by a 7.5% decrease in Injection Molding revenue and a 6.4% decrease in 3D Printing revenue, partially offset by a 5.8% increase in CNC Machining revenue, an 18.5% increase in Sheet Metal

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revenue and a 46.3% increase in Other Revenue, in each case for the three months ended March 31, 2025 compared to the same period in 2024.

Cost of Revenue, Gross Profit and Gross Margin

Cost of Revenue. Cost of revenue increased $0.1 million, or 0.1%, for the three months ended March 31, 2025 compared to the same period in 2024, while revenue decreased 1.3% for the three months ended March 31, 2025 compared to the same period in 2024. The increase in the cost of revenue of $0.1 million was primarily driven by increases of $0.4 million in personnel and related costs during the three months ended March 31, 2025 compared to the same period in 2024, partially offset by decreases in equipment and facility-related costs of $0.3 million.

Gross Profit and Gross Margin. Gross profit decreased $1.8 million, or 3.1% for the three months ended March 31, 2025 compared to the same period in 2024. Gross margin decreased from 44.9% in the three months ended March 31, 2024 to 44.1% in the three months ended March 31, 2025.

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

Marketing and Sales. Our marketing and sales expenses increased $0.6 million during the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in personnel and related costs of $0.4 million primarily due to merit increases and incentive compensation related to commissions and $0.2 million in marketing program costs.

Research and Development. Our research and development expenses decreased $0.6 million, or 5.0%, during the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in personnel and related costs of $0.4 million primarily due largely to lower contract labor spend and $0.4 million in professional services, partially offset by increases of $0.2 million in operating costs.

General and Administrative. Our general and administrative expenses increased $0.5 million, or 3.3%, during the three months ended March 31, 2025 compared to the same period in 2024 primarily due to by increases of $1.0 million in administrative costs, partially offset by decreases in personnel and related costs of $0.2 million primarily due to lower headcount and $0.3 million in stock based compensation.

Benefits related to exit and disposal. Our decision to exit and close certain operations in Germany resulted in less than $0.1 million in personnel and related cost benefits during the three months ended March 31, 2025. The benefit is the result of timing of employee separation payments and changes from estimated amounts accrued in 2024. We had no costs related to exit and disposal activities during the three months ended March 31, 2024.

Other income, net. We recognized other income, net of $1.5 million for the three months ended March 31, 2025, an increase of $0.6 million compared to other income, net of $0.9 million for the three months ended March 31, 2024. Other income, net for the three months ended March 31, 2025 primarily consisted of $1.4 million in interest income on investments and other income. Other income, net for the three months ended March 31, 2024 primarily consisted of $1.1 million in interest income on investments and other income, partially offset by $0.2 million of foreign currency losses.

Provision for Income Taxes. Our effective tax rate of 39.9% for the three months ended March 31, 2025 increased 8.1% compared to 31.8% for the same period in 2024. The increase in the effective tax rate was primarily due to a one-time release of tax reserves arising from a successful audit closure in 2024, that did not repeat in 2025. Our income tax provision of $2.4 million for the three months ended March 31, 2025 decreased $0.1 million as compared to our income tax provision of $2.5 million for the same period in 2024.

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Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows during the three months ended March 31, 2025 and 2024:



	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Net cash provided by operating activities	$	18,379	$	21,338
Net cash (used in) provided by investing activities	(2,909)		4,419
Net cash used in financing activities	(21,927)		(16,619)
Effect of exchange rate changes on cash and cash equivalents	78		(124)
Net (decrease) increase in cash and cash equivalents	$	(6,379)	$	9,014

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 $82.7 million as of March 31, 2025, a decrease of $6.4 million from December 31, 2024. The decrease in our cash was primarily due to $1.3 million for purchases of property, equipment and other capital assets, $6.6 million for purchases of marketable securities and $20.9 million in repurchases of common stock, which were partially offset by cash provided by operating activities of $18.4 million and proceeds from call redemptions and maturities of marketable securities of $4.9 million.

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 $18.4 million during the three months ended March 31, 2025 and primarily consisted of net income of $3.6 million, adjusted for certain non-cash items, including depreciation and amortization of $8.7 million, stock-based compensation expense of $4.0 million, changes in operating assets and liabilities and other items totaling $3.4 million and an impairment of a leased facility of $0.2 million, which were partially offset by deferred taxes of $1.6 million. Cash flows from operating activities were $21.3 million during the three months ended March 31, 2024 and primarily consisted of net income of $5.3 million, adjusted for certain non-cash items, including depreciation and amortization of $9.1 million, stock-based compensation expense of $4.3 million and changes in operating assets and liabilities and other items totaling $4.9 million, which were partially offset by deferred taxes of $2.2 million.

Cash flows from operating activities decreased $3.0 million during the three months ended March 31, 2025 compared to the same period in 2024, primarily due to decreases in depreciation and amortization of $0.4 million, decreases in stock-based compensation of $0.3 million, decreases in net income of $1.7 million and changes in operating assets and liabilities totaling $1.5 million, which were partially offset by increases in deferred taxes of $0.7 million, and other property and equipment adjustments of $0.2 million.

Cash Flows from Investing Activities

Cash used in investing activities was $2.9 million during the three months ended March 31, 2025, consisting of $1.3 million for net purchases of property, equipment and other capital assets and $1.6 million of purchases of marketable securities, net of proceeds from call redemptions and maturities.

Cash provided by investing activities was $4.4 million during the three months ended March 31, 2024, consisting of $7.0 million in proceeds from call redemptions and maturities of marketable securities, which were partially offset by $2.6 million for net purchases of property, equipment and other capital assets.

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Cash Flows from Financing Activities

Cash used in financing activities was $21.9 million during the three months ended March 31, 2025, consisting of $20.9 million in repurchases of common stock, $1.2 million in purchases of shares withheld for tax obligations associated with equity transactions and $0.1 million for repayments of finance lease obligations, which were partially offset by $0.3 million in proceeds related the exercise of non-qualified stock options.

Cash used in financing activities was $16.6 million during the three months ended March 31, 2024, consisting of $16.0 million in repurchases of common stock, $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 Part II, Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025.

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.

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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 and sourcing costs and operating expenses in British Pounds and Euros.

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 $0.2 million for the three months ended March 31, 2025 and 2024, respectively. The changes in foreign exchange rates had an adverse impact on consolidated revenue of $0.5 million for the three months ended March 31, 2025 compared to the same period in 2024.

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, as amended (the 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.

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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, 2024 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 4, 2025, our board of directors authorized a share repurchase program (the February 2025 Program). The February 2025 Program is open-ended and authorizes repurchases of shares of our common stock from time to time on the open market or in privately negotiated purchases, with a total stock repurchase authorized of up to $100 million. We have $79.1 million remaining under this authorization. The February 2025 Program does not obligate us to acquire any particular amount of shares of our common stock and remains in effect until the total authorized amount is expended or until further action by our board of directors. The actual timing, manner, number and value of shares repurchased under the February 2025 Program will be determined by our management in its discretion and will depend on several factors, including the market price of the Company's common stock, general market and economic conditions, applicable requirements, and other considerations.

During the three months ended March 31, 2025, we repurchased 513,739 shares of our common stock at a total purchase price of $20.9 million under this program. Common stock repurchase activity through March 31, 2025 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, 2025 through January 31, 2025	—	$	—	—	$	—
February 1, 2025 through February 28, 2025	340,430	$	41.96	340,430	$	85,714
March 1, 2025 through March 31, 2025	173,309	$	38.02	173,309	$	79,125
	513,739	$	40.63	513,739	$	79,125

Item 3. Defaults Upon Senior Securities

No matters to disclose.

Item 4. Mine Safety Disclosures

No matters to disclose.

Item 5. Other Information

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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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.

**Furnished herewith.

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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 2, 2025			/s/ Robert Bodor
			Robert Bodor
			President and Chief Executive Officer (Principal Executive Officer)

Date: May 2, 2025			/s/ Daniel Schumacher
			Daniel Schumacher
			Chief Financial Officer (Principal Financial Officer)

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Date	Price Target	Rating	Analyst
6/5/2024	$44.00	Overweight	Cantor Fitzgerald
8/4/2023		Sell → Hold	Craig Hallum
2/13/2023		Hold → Buy	The Benchmark Company
11/29/2022	$29.00	Buy	Lake Street
11/4/2022		Hold → Sell	Craig Hallum
11/4/2022		Buy → Hold	Craig Hallum
10/29/2021		Buy → Hold	Benchmark
10/29/2021		Buy → Hold	The Benchmark Company

SEC Form 10-Q filed by Proto Labs Inc.

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