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,~~June 30, 2021

☐	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: ~~27,689,746~~27,761,063 shares of Common Stock, par value $0.001 per share, were outstanding at ~~May 5,~~July 29, 2021.

Table of Contents

Proto Labs, Inc.

TABLE OF CONTENTS

Item		Description	Page		Description	Page

PART I	PART I			PART I
1.		Financial Statements	2		Financial Statements	2
2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	16		Management's Discussion and Analysis of Financial Condition and Results of Operations	16
3.		Quantitative and Qualitative Disclosures about Market Risk	24		Quantitative and Qualitative Disclosures about Market Risk	26
4.		Controls and Procedures	25		Controls and Procedures	27
PART II	PART II			PART II
1.		Legal Proceedings	26		Legal Proceedings	28
1A.		Risk Factors	26		Risk Factors	28
2.		Unregistered Sales of Equity Securities and Use of Proceeds	26		Unregistered Sales of Equity Securities and Use of Proceeds	28
3.		Defaults Upon Senior Securities	26		Defaults Upon Senior Securities	28
4.		Mine Safety Disclosures	26		Mine Safety Disclosures	28
5.		Other Information	26		Other Information	28
6.		Exhibits	27		Exhibits	29

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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,*			*December 31,*			*June 30,*			*December 31,*
	*2021*			*2020*			*2021*			*2020*
	(Unaudited)						(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	43,774		$	127,603		$	41,909		$	127,603
Short-term marketable securities		19,592			34,088			18,341			34,088
Accounts receivable, net of allowance for doubtful accounts of $2,011 and $1,781 as of March 31, 2021 and December 31, 2020, respectively		74,666			57,877
Accounts receivable, net of allowance for doubtful accounts of $1,997 and $1,781 as of June 30, 2021 and December 31, 2020, respectively								83,470			57,877
Inventory		9,918			10,862			9,111			10,862
Income taxes receivable		1,763			540			4,575			540
Prepaid expenses and other current assets		8,803			11,032			10,107			11,032
Total current assets		158,516			242,002			167,513			242,002
Property and equipment, net		279,901			282,666			288,495			282,666
Goodwill		399,426			128,752			407,191			128,752
Other intangible assets, net		46,883			14,350			41,674			14,350
Long-term marketable securities		29,760			59,357			28,700			59,357
Operating lease assets		12,819			9,855			8,801			9,855
Finance lease assets		2,271			2,396			2,147			2,396
Other long-term assets		4,872			4,826			4,769			4,826
Total assets	$	934,448		$	744,204		$	949,290		$	744,204

Liabilities and shareholders' equity
Current liabilities
Accounts payable	$	21,846		$	18,248		$	26,038		$	18,248
Accrued compensation		11,745			11,989			14,930			11,989
Accrued liabilities and other		16,705			16,193			15,072			16,193
Current contingent consideration		5,221			0			2,936			0
Current operating lease liabilities		2,732			3,272			2,847			3,272
Current finance lease liabilities		553			552			554			552
Income taxes payable		1,047			0			40			0
Total current liabilities		59,849			50,254			62,417			50,254
Long-term contingent consideration		4,789			0			2,693			0
Long-term operating lease liabilities		11,534			7,586			7,097			7,586
Long-term finance lease liabilities		1,779			1,919			1,639			1,919
Long-term deferred tax liabilities		36,899			33,854			36,898			33,854
Other long-term liabilities		6,167			6,235			6,569			6,235
Total liabilities		121,017			99,848			117,313			99,848

Shareholders' equity
Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of March 31, 2021 and December 31, 2020		0			0
Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 27,689,746 and 26,776,796 shares as of March 31, 2021 and December 31, 2020, respectively		28			27
Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of June 30, 2021 and December 31, 2020								0			0
Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 27,761,063 and 26,776,796 shares as of June 30, 2021 and December 31, 2020, respectively								28			27
Additional paid-in capital		456,886			284,848			461,597			284,848
Retained earnings		366,613			362,901			378,467			362,901
Accumulated other comprehensive loss		(10,096	)		(3,420	)		(8,115	)		(3,420	)
Total shareholders' equity		813,431			644,356			831,977			644,356
Total liabilities and shareholders' equity	$	934,448		$	744,204		$	949,290		$	744,204

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*					*Three Months Ended*				*Six Months Ended*
	*March 31,*					*June 30,*				*June 30,*
	*2021*			*2020*		*2021*		*2020*		*2021*			*2020*

Statements of Operations:
Revenue	$	116,126		$	115,108	$	123,048	$	106,575	$	239,174		$	221,683
Cost of revenue		60,796			57,008		66,423		54,119		127,219			111,127
Gross profit		55,330			58,100		56,625		52,456		111,955			110,556
Operating expenses
Marketing and sales		19,480			18,180		21,044		16,936		40,524			35,116
Research and development		12,181			8,987		11,060		8,648		23,241			17,635
General and administrative		19,408			14,108		8,417		12,521		27,825			26,629
Total operating expenses		51,069			41,275		40,521		38,105		91,590			79,380
Income from operations		4,261			16,825		16,104		14,351		20,365			31,176
Other (loss) income, net		(313	)		1,054
Other income (loss), net							137		767		(176	)		1,821
Income before income taxes		3,948			17,879		16,241		15,118		20,189			32,997
Provision for income taxes		236			3,895		3,326		2,511		3,562			6,406
Net income	$	3,712		$	13,984	$	12,915	$	12,607	$	16,627		$	26,591

Net income per share:
Basic	$	0.14		$	0.52	$	0.47	$	0.47	$	0.60		$	1.00
Diluted	$	0.13		$	0.52	$	0.47	$	0.47	$	0.60		$	0.99

Shares used to compute net income per share:
Basic		27,464,136			26,776,806		27,735,732		26,660,498		27,600,684			26,718,652
Diluted		27,698,195			26,929,640		27,744,870		26,760,866		27,741,464			26,837,938

Comprehensive (Loss) Income (net of tax)
Comprehensive (loss) income	$	(2,964	)	$	11,004
Comprehensive Income (net of tax)
Comprehensive income						$	14,896	$	12,971	$	11,932		$	23,975

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

Balance at January 1, 2021		26,776,796		27		284,848			362,901		(3,420	)		644,356			26,776,796			27		284,848			362,901			(3,420	)		644,356
Common shares issued on exercise of options and other, net of shares withheld for tax obligations		48,955		0		(290	)		0		0			(290	)		48,955			0		(290	)		0			0			(290	)
Common shares issued for 3D Hubs acquisition		863,995		1		166,708			0		0			166,709
Common shares issued for Hubs acquisition																	863,995			1		166,708			0			0			166,709
Stock-based compensation expense		-		0		5,620			0		0			5,620			-			0		5,620			0			0			5,620
Repurchases of common stock		0		0		0			0		0			0			0			0		0			0			0			0
Net income		-		0		0			3,712		0			3,712			-			0		0			3,712			0			3,712
Other comprehensive loss
Foreign currency translation adjustment		-		0		0			0		(6,842	)		(6,842	)		-			0		0			0			(6,842	)		(6,842	)
Net unrealized gains (losses) on investments in securities		-		0		0			0		166			166			-			0		0			0			166			166
Comprehensive loss														(2,964	)																(2,964	)
Balance at March 31, 2021		27,689,746	$	28	$	456,886		$	366,613	$	(10,096	)	$	813,431			27,689,746		$	28	$	456,886		$	366,613		$	(10,096	)	$	813,431
Common shares issued on exercise of options and other, net of shares withheld for tax obligations																	85,317			0		(81	)		0			0			(81	)
Stock-based compensation expense																	-			0		4,941			0			0			4,941
Repurchases of common stock																	(14,000	)		0		(149	)		(1,061	)		0			(1,210	)
Net income																	-			0		0			12,915			0			12,915
Other comprehensive income
Foreign currency translation adjustment																	-			0		0			0			2,030			2,030
Net unrealized gains (losses) on investments in securities																	-			0		0			0			(49	)		(49	)
Comprehensive income																															14,896
Balance at June 30, 2021																	27,761,063		$	28	$	461,597		$	378,467		$	(8,115	)	$	831,977

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

Balance at January 1, 2020		26,786,459			27		268,059			324,722			(7,018	)		585,790			26,786,459			27		268,059			324,722			(7,018	)		585,790
Common shares issued on exercise of options and other, net of shares withheld for tax obligations		23,525			0		(902	)		0			0			(902	)		23,525			0		(902	)		0			0			(902	)
Stock-based compensation expense		-			0		3,033			0			0			3,033			-			0		3,033			0			0			3,033
Repurchases of common stock		(161,460	)		0		(1,616	)		(9,569	)		0			(11,185	)		(161,460	)		0		(1,616	)		(9,569	)		0			(11,185	)
Net income		-			0		0			13,984			0			13,984			-			0		0			13,984			0			13,984
Other comprehensive income
Foreign currency translation adjustment		-			0		0			0			(2,980	)		(2,980	)		-			0		0			0			(2,980	)		(2,980	)
Comprehensive income																11,004																	11,004
Balance at March 31, 2020		26,648,524		$	27	$	268,574		$	329,137		$	(9,998	)	$	587,740			26,648,524		$	27	$	268,574		$	329,137		$	(9,998	)	$	587,740
Common shares issued on exercise of options and other, net of shares withheld for tax obligations																			96,186			0		400			0			0			400
Stock-based compensation expense																			-			0		3,639			0			0			3,639
Repurchases of common stock																			(38,154	)		0		(382	)		(3,119	)		0			(3,501	)
Net income																			-			0		0			12,607			0			12,607
Other comprehensive income
Foreign currency translation adjustment																			-			0		0			0			364			364
Comprehensive income																																	12,971
Balance at June 30, 2020																			26,706,556		$	27	$	272,231		$	338,625		$	(9,634	)	$	601,249

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*						*Six Months Ended*
	*March 31,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*

Operating activities
Net income	$	3,712		$	13,984		$	16,627		$	26,591
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,059			7,958			20,127			15,855
Stock-based compensation expense		5,620			3,033			10,561			6,672
Deferred taxes		(69	)		3,392			419			5,651
Amortization of marketable securities		137			55			261			129
Realized gain on available-sale-securities		(166	)		0			(117	)		0
Fair value of contingent consideration								(7,763	)		0
Other		155			(644	)		125			(854	)
Changes in operating assets and liabilities:
Accounts receivable		(14,558	)		(5,084	)		(23,296	)		(4,292	)
Inventories		917			(537	)		1,727			(801	)
Prepaid expenses and other		2,696			(1,240	)		1,810			(1,068	)
Income taxes		(183	)		(841	)		(4,015	)		(1,341	)
Accounts payable		669			1,739			5,011			1,082
Accrued liabilities and other		(2,564	)		595			(748	)		5,793
Net cash provided by operating activities		6,425			22,410			20,729			53,417

Investing activities
Purchases of property, equipment and other capital assets		(6,546	)		(13,421	)		(23,929	)		(33,305	)
Cash used for acquisitions, net of cash acquired		(127,709	)		0			(127,413	)		0
Purchases of other assets and investments		0			(3,000	)		0			(3,000	)
Purchases of marketable securities		(8,227	)		(37,629	)		(15,159	)		(57,212	)
Proceeds from sales of marketable securities		45,194			0			47,694			0
Proceeds from maturities of marketable securities		7,155			10,700			13,725			28,225
Net cash used in investing activities		(90,133	)		(43,350	)		(105,082	)		(65,292	)

Financing activities
Proceeds from exercises of stock options		1,704			135			3,838			2,855
Purchases of shares withheld for tax obligations		(1,994	)		(1,048	)		(4,209	)		(3,367	)
Repurchases of common stock		0			(11,185	)		(1,210	)		(14,686	)
Principal repayments of finance lease obligations		(137	)		0			(275	)		0
Net cash used in financing activities		(427	)		(12,098	)		(1,856	)		(15,198	)
Effect of exchange rate changes on cash and cash equivalents		306			(282	)		515			(149	)
Net decrease in cash and cash equivalents		(83,829	)		(33,320	)		(85,694	)		(27,222	)
Cash and cash equivalents, beginning of period		127,603			125,225			127,603			125,225
Cash and cash equivalents, end of period	$	43,774		$	91,905		$	41,909		$	98,003

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

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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, 2020 as filed with the Securities and Exchange Commission (SEC) on February 19, 2021.

The accompanying Consolidated Balance Sheet as of December 31, 2020 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 Form 10-Q should be read in conjunction with the Company’s Consolidated Financial Statements and Notes included in the Annual Report on Form 10-K filed on February 19, 2021 as referenced above.

Note 2 – Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. The Company adopted ASU 2019-12 on January 1, 2021 and there was no material impact on the Company’s consolidated financial statements.

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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, restricted stock units and restricted stock 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.

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

	*Three Months Ended*				*Three Months Ended*				*Six Months Ended*
	*March 31,*				*June 30,*				*June 30,*
(in thousands, except share and per share amounts)	*2021*		*2020*		*2021*		*2020*		*2021*		*2020*
Net income	$	3,712	$	13,984	$	12,915	$	12,607	$	16,627	$	26,591

Basic - weighted-average shares outstanding:		27,464,136		26,776,806		27,735,732		26,660,498		27,600,684		26,718,652
Effect of dilutive securities:
Employee stock options and other		234,059		152,834		9,138		100,368		140,780		119,286
Diluted - weighted-average shares outstanding:		27,698,195		26,929,640		27,744,870		26,760,866		27,741,464		26,837,938
Net income per share:
Basic	$	0.14	$	0.52	$	0.47	$	0.47	$	0.60	$	1.00
Diluted	$	0.13	$	0.52	$	0.47	$	0.47	$	0.60	$	0.99

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Note 4 – Business Combinations

On January 22, 2021, the Company acquired all outstanding shares of 3D Hubs, Inc. (~~“3D~~(“Hubs”), for ~~$294.4~~$294.1 million, consisting of ~~$127.7~~$127.4 million in cash and 863,995 shares of the Company's common stock valued at $166.7 million on the date of close. Up to an additional $52.8 million of contingent consideration is payable after closing, subject to the satisfaction of performance-based targets during fiscal year 2021 and fiscal year 2022, consisting of up to $25.0 million in cash and up to 143,983 shares of the Company's common stock valued at $27.8 million on the date of close.

3DHubs is based in Amsterdam, Netherlands and is a leading online manufacturing platform that provides customers with on-demand access to a global network of ~~approximately~~ ~~240~~premium manufacturing partners. The acquisition enhances the Company’s ~~customer~~ value proposition by expanding the customer offerings, enabling the Company to more holistically serve ~~customers~~its customers.

The fair value of the consideration paid for this acquisition has been allocated on a preliminary basis to the assets purchased and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill. The goodwill associated with the acquisition represents both the strategic and growth opportunities by significantly expanding the customer offering with a network of premium manufacturing partners. The goodwill related to the acquisition is not deductible for tax purposes.

~~On a preliminary basis, the~~The Company recorded a contingent consideration liability of ~~$10.3~~$13.6 million as of the acquisition date representing the estimated fair value of the amounts payable to former shareholders, as outlined under the terms of the merger agreement, payable subject to the satisfaction of performance-based targets during fiscal year 2021 and fiscal year 2022, consisting of up to $25.0 million in cash and up to 143,983 shares of the Company's common stock valued at $27.8 million on the date of close. The fair value of the contingent consideration (Level 3) is determined using a Monte Carlo pricing model. ~~Once final, subsequent changes in~~In thesecond quarter of 2021, the Company recorded a $7.8 million decrease to the estimated fair value of the contingent consideration liabilities, ~~will be recorded~~which was included as a decrease in general and administrative expense in the Consolidated Statements of Comprehensive Income. Fluctuations due to foreign currency translation ~~will be~~have been recorded in the Consolidated Statements of Shareholders’ Equity.

The results of3D Hubs since the date of acquisition have been included with Protolabs' results. Pro forma disclosures of the consolidated results of the Company with the full year effects of 3DHubs, as if the acquisition had occurred on January 1, 2020, are not required and have not been separately presented since the impact to the Company's results of operations was not material.

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. In the second quarter of 2021, the Company recorded adjustments to the preliminary allocation, including a $3.9 million decrease to intangible assets, a $6.4 million increase to goodwill, a $3.3 million increase to contingent consideration, a $0.5 million decrease to deferred tax liabilities, and a decrease to cash paid of $0.3 million. The adjustments were driven by changes to the preliminary valuation and finalization of the working capital calculation. As of ~~March 31,~~June 30, 2021, the allocation of purchase price to assets and liabilities is preliminary. The purchase price allocation will be finalized in 2021. The preliminary allocation is as follows:

(in thousands)	3D Hubs Acquisition			*Acquisition*
Assets acquired:
Current assets	$	2,497		$	2,497
Intangible assets		34,670			30,770
Goodwill		275,438			281,845
Other long-term assets		1,139			1,139
Total assets acquired		313,744			316,251

Liabilities assumed:
Current contingent consideration		5,372			7,093
Current liabilities		5,666			5,666
Long-term contingent consideration		4,928			6,507
Long-term deferred tax liabilities					2,608
Other long-term liabilities		3,360			255
Total liabilities assumed		19,326			22,129
Net assets acquired		294,418			294,122

Cash paid		134,143			133,847
Cash acquired		(6,434	)		(6,434	)
Net cash consideration		127,709			127,413
Equity portion of purchase price		166,709			166,709
Total purchase consideration	$	294,418		$	294,122

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Note 5 – Goodwill and Other Intangible Assets

~~Goodwill at~~The changes in the carrying amount of goodwill during the ~~March 31,~~six months ended June 30, 2021 ~~and~~ ~~December 31, 2020~~ ~~was~~were as follows:

(in thousands)	*Three Months Ended March 31, 2021*			*Six Months Ended June 30, 2021*
Balance as of the beginning of the period	$	128,752		$	128,752
Goodwill acquired during the period		275,438			281,845
Foreign currency translation adjustments		(4,764	)		(3,406	)
Balance as of the end of the period	$	399,426		$	407,191

Goodwill increased ~~$275.4~~$281.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021as a result of our acquisition of3D Hubs. Goodwill has been allocated to the acquired 3DHubs entities consisting of goodwill of €~~104.0~~106.5 million in Europe and ~~$148.8~~$152.2 million in the United States as of the date of the acquisition. The Euro denominated goodwill is 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. ~~The goodwill related to the acquisition is~~ ~~not~~ ~~deductible for tax purposes.~~

Intangible assets other than goodwill at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	*March 31, 2021*							*December 31, 2020*							*Useful*	*Weighted Average*	*June 30, 2021*							*December 31, 2020*							*Useful*	*Weighted Average*
(in thousands)	*Gross*		*Accumulated Amortization*			*Net*		*Gross*		*Accumulated Amortization*			*Net*		*Life (in years)*	*Useful Life Remaining (in years)*	*Gross*		*Accumulated Amortization*			*Net*		*Gross*		*Accumulated Amortization*			*Net*		*Life (in years)*	*Useful Life Remaining (in years)*
Intangible assets with finite lives:
Marketing assets	$	930	$	(643	)	$	287	$	930	$	(620	)	$	310	10.0	3.0	$930		$(667		)	$263		$930		$(620		)	$310		10.0	2.8
Non-compete agreement		850		(264	)		586		270		(238	)		32	2.0 - 5.0	3.5	853		(297		)	556		270		(238		)	32		2.0 - 5.0	3.3
Software technology		13,229		(3,987	)		9,242		13,229		(3,645	)		9,584	10.0	7.3	13,229		(4,330		)	8,899		13,229		(3,645		)	9,584		10.0	7.0
Software platform		30,916		(598	)		30,318		0		0			0	10.0	9.8	27,170		(1,089		)	26,081		0		0			0		10.0	9.6
Tradenames		364		(23	)		341		0		0			0	3.0	2.8	365		(51		)	314		0		0			0		3.0	2.6
Customer relationships		12,281		(6,172	)		6,109		10,070		(5,646	)		4,424	3.0 - 9.0	2.6	12,292		(6,731		)	5,561		10,070		(5,646		)	4,424		3.0 - 9.0	2.3
Total intangible assets	$	58,570	$	(11,687	)	$	46,883	$	24,499	$	(10,149	)	$	14,350			$	54,839	$	(13,165	)	$	41,674	$	24,499	$	(10,149	)	$	14,350

Intangible assets increased ~~$34.7~~$30.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021as a result of our acquisition of3D Hubs. Intangible assets have been allocated to the acquired 3DHubs entities consisting of intangible assets of €~~13.1~~11.6 million in Europe and ~~$18.7~~$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 ~~$0.6~~$0.4 million as of ~~March 31,~~June 30, 2021. There was 0 foreign currency translation impact as of December 31, 2020. Amortization expense for intangible assets was $1.5 million and $0.8 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $3.0 million and $1.5 million for the six months ended June 30, 2021 and 2020, respectively.

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*		*Estimated Amortization Expense*
Remaining 2021	$	5,311	$	3,130
2022		7,082		6,259
2023		6,879		6,056
2024		4,665		3,832
2025		4,577		3,750
Thereafter		18,369		18,647
Total estimated amortization expense	$	46,883	$	41,674

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Note 6 – 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, marketable securities and contingent consideration. The Company’s cash consists of bank deposits. The Company’s cash equivalents measured at fair value consist 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 Company's contingent consideration is the current fair value estimate of amounts owed to the former shareholders of3D Hubs and is determined using the Monte Carlo pricing model (Level 3).

The following table summarizes financial assets as of ~~March 31,~~June 30, 2021 and December 31, 2020 measured at fair value on a recurring basis:

	*March 31, 2021*						*December 31, 2020*						*June 30, 2021*						*December 31, 2020*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Level 1*		*Level 2*		*Level 3*		*Level 1*		*Level 2*		*Level 3*		*Level 1*		*Level 2*		*Level 3*
Financial Assets:
Cash and cash equivalents													$	40,694	$	0	$	0	$	72,225	$	0	$	0
Money market mutual fund	$	103	$	0	$	0	$	55,378	$	0	$	0		1,215		0		0		55,378		0		0
Marketable securities		22,807		26,545		0		0		0		0		17,951		29,090		0		0		0		0
Total	$	22,910	$	26,545	$	0	$	55,378	$	0	$	0	$	59,860	$	29,090	$	0	$	127,603	$	0	$	0
Financial Liabilities:
Contingent consideration	$	0	$	0	$	10,010	$	0	$	0	$	0	$	0	$	0	$	5,629	$	0	$	0	$	0
Total	$	0	$	0	$	10,010	$	0	$	0	$	0	$	0	$	0	$	5,629	$	0	$	0	$	0

In the first quarter of 2021, the Company sold held-to-maturity securities in order to partially fund the acquisition of 3D Hubs. As a result of the sale, all remaining marketable securities were reclassified to available-for-sale securities and reported at fair value.

The Company recorded a contingent consideration liability at the acquisition date of 3D Hubs representing the amounts payable to former shareholders, as outlined under the terms of the merger agreement, payable subject to the satisfaction of performance-based targets during fiscal year 2021 and fiscal year 2022, consisting of up to $25.0 million in cash and up to 143,983 shares of the Company's common stock valued at $27.8 million on the date of close. The fair value of the contingent consideration (Level 3)3) is determined using a Monte Carlo pricing model. Subsequent changes in the fair value of the contingent consideration liabilities ~~will be~~have been recorded in the Consolidated Statements of Comprehensive Income. Fluctuations due to foreign currency translation ~~will be~~have been recorded in the Consolidated Statements of Shareholders’ Equity.

Note 7 – Marketable Securities

The Company invests in short-term and long-term agency, municipal, corporate and other debt securities. As of ~~March 31,~~June 30, 2021 the securities are categorized as available-for-sale and are recorded at fair value. As of December 31, 2020, the securities were categorized as held-to-maturity and were recorded at amortized cost, net of an allowance for credit losses. The change in categorization was a result of the sale of securities in the first quarter of 2021 in order to partially fund the acquisition of 3DHubs and did not have a material impact on our financial statements. The following table summarizes information regarding the Company’s short-term and long-term marketable securities as of ~~March 31,~~June 30, 2021 and December 31, 2020:

	*March 31, 2021*									*June 30, 2021*
(in thousands)	*Cost*		*Unrealized Gains*		*Unrealized Losses*			*Fair Value*		*Cost*		*Unrealized Gains*		*Unrealized Losses*			*Fair Value*
U.S. municipal securities	$	19,281	$	51	$	(5	)	$	19,327	$	20,968	$	43	$	(17	)	$	20,994
Corporate debt securities		20,010		78		(30	)		20,058		19,062		68		(29	)		19,101
U.S. government agency securities		3,500		1		(2	)		3,499		1,500		0		(2	)		1,498
Certificates of deposit/time deposits		5,395		73		0			5,468		5,394		54		0			5,448
Commercial paper		1,000		0		0			1,000
Total marketable securities	$	49,186	$	203	$	(37	)	$	49,352	$	46,924	$	165	$	(48	)	$	47,041

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	*December 31, 2020*
(in thousands)	*Cost*		*Unrealized Gains*		*Unrealized Losses*			*Fair Value*
U.S. municipal securities	$	25,003	$	83	$	(2	)	$	25,084
Corporate debt securities		42,048		211		(11	)		42,248
U.S. government agency securities		18,500		6		(10	)		18,496
Certificates of deposit/time deposits		5,395		93		0			5,488
Commercial paper		2,499		0		0			2,499
Total marketable securities	$	93,445	$	393	$	(23	)	$	93,815

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).

During the first quarter of 2020, the Company adopted the FASB ASU 2016-13, Financial Instruments – Credit Losses. The Company calculated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded the adoption of the guidance had no material impact on its consolidated financial statements.

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,~~June 30, 2021 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,*		*June 30,*
(in thousands)	*2021*		*2021*
Due in one year or less	$	19,592	$	18,341
Due after one year through five years		29,760		28,700
Total marketable securities	$	49,352	$	47,041

Note 8 – Inventory

Inventory consists primarily of raw materials, which are recorded at the lower of cost or market 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,*			*June 30,*			*December 31,*
(in thousands)	*2021*			*2020*			*2021*			*2020*
Total inventory	$	10,267		$	11,122		$	9,395		$	11,122
Allowance for obsolescence		(349	)		(260	)		(284	)		(260	)
Inventory, net of allowance	$	9,918		$	10,862		$	9,111		$	10,862

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Note 9 – Stock-Based Compensation

Under the Company’s 2012 Long-Term Incentive Plan, as amended (the 2012 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 2012 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 2012 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 ~~$5.6~~$4.9 million and ~~$3.0~~$3.6 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $10.6 million and $6.7 million for the six months ended June 30, 2021 and 2020, respectively.

Stock Options

The following table summarizes stock option activity during the ~~three~~six months ended ~~March 31,~~June 30, 2021:

				*Weighted-*					*Weighted-*
				*Average*					*Average*
	*Stock Options*			*Exercise Price*		*Stock Options*			*Exercise Price*
Options outstanding at December 31, 2020		229,531		$	86.46		229,531		$	86.46
Granted		25,642			169.32		57,901			128.14
Exercised		(28,991	)		58.78		(28,991	)		58.78
Forfeited		(8,097	)		101.21		(8,547	)		101.65
Options outstanding at March 31, 2021		218,085		$	99.34
Options outstanding at June 30, 2021							249,894		$	98.81

Exercisable at March 31, 2021		100,932		$	77.31
Exercisable at June 30, 2021							116,452		$	81.38

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 from four to five 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, options generally become exercisable in full on the first anniversary of the grant date.

The weighted-average grant date fair value of options that were granted during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$75.19.~~$57.26.

The following table provides the assumptions used in the Black-Scholes pricing model valuation of options during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

	*Three Months Ended March 31,*		Six Months Ended June 30,
	*2021*	*2020*	2021		2020
Risk-free interest rate	0.80% - 0.96%	1.47%		0.80 - 1.12%		0.50 - 1.47%
Expected life (years)	6.25	6.25		6.25		6.25
Expected volatility	45.28% - 45.35%	42.40%		45.28 - 45.53%		42.40 - 43.83%
Expected dividend yield	0%	0%		0%		0%

As of ~~March 31,~~June 30, 2021, there was ~~$5.3~~$5.8 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of ~~2.9~~3.0 years.

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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 five 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~~six months ended ~~March 31,~~June 30, 2021:

				*Weighted-*					*Weighted-*
				*Average*					*Average*
				*Grant Date*					*Grant Date*
	*Restricted*			*Fair Value*		*Restricted*			*Fair Value*
	*Stock*			*Per Share*		*Stock*			*Per Share*
Restricted stock at December 31, 2020		307,199		$	98.87		307,199		$	98.87
Granted		74,411			187.04		178,398			133.67
Restrictions lapsed		(30,038	)		84.32		(113,315	)		91.10
Forfeited		(8,662	)		100.95		(14,525	)		105.72
Restricted stock at March 31, 2021		342,910		$	119.21
Restricted stock at June 30, 2021							357,757		$	118.41

As of ~~March 31,~~June 30, 2021, there was ~~$31.1~~$36.0 million of unrecognized compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of ~~2.7~~2.8 years.

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Performance Stock

Performance stock units (PSUs) are expressed in terms of a target number of PSUs, with anywhere between 0 percent and 150 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 granted from 2017 to 2019 and certain PSUs granted 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 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~~six months ended ~~March 31,~~June 30, 2021:

			*Weighted-*					*Weighted-*
			*Average*					*Average*
			*Grant Date*					*Grant Date*
	*Performance*		*Fair Value*		*Performance*			*Fair Value*
	*Stock*		*Per Share*		*Stock*			*Per Share*
Performance stock at December 31, 2020		19,956	$	118.66		19,956		$	118.66
Granted		15,078		203.64		15,078			203.64
Restrictions lapsed		0		0		0			0
Performance change		0		0		0			0
Forfeited		0		0		(4,184	)		99.59
Performance stock at March 31, 2021		35,034	$	155.23
Performance stock at June 30, 2021						30,850		$	160.19

The following table provides the assumptions used in the Monte Carlo pricing model valuation of PSUs during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

	Three Months Ended March 31,		*Six Months Ended June 30,*
	2021	2020	*2021*			*2020*
Risk-free interest rate	0.22%	1.41%		0.22	%		1.41	%
Expected life (years)	2.87	2.88		2.87			2.88
Expected volatility	51.40%	38.70%		51.40	%		38.70	%
Expected dividend yield	0%	0%		0	%		0	%

As of ~~March 31,~~June 30, 2021, there was ~~$4.1~~$3.2 million of unrecognized compensation expense related to non-vested performance stock, which is expected to be recognized over a weighted-average period of ~~2.6~~2.4 years.

Employee Stock Purchase Plan

The following table presents the assumptions used to estimate the fair value of the ESPP during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

	*Three Months Ended March 31,*		Six Months Ended June 30,
	*2021*	*2020*	2021		2020
Risk-free interest rate	0.12%	1.59%		0.06 - 0.12%		0.17 - 1.59%
Expected life (months)	6.00	6.00		6.00		6.00
Expected volatility	50.85%	42.63%		50.85 - 65.53%		42.63 - 59.99%
Expected dividend yield	0%	0%		0%		0%

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Note 10 – 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 and sixmonths ended ~~March 31,~~June 30, 2021 and 2020:

	*Three Months Ended*						*Three Months Ended*						*Six Months Ended*
	*March 31,*						*June 30,*						*June 30,*
(in thousands)	*2021*			*2020*			*2021*			*2020*			*2021*			*2020*

Balance at beginning of period							$	(10,096	)	$	(9,998	)	$	(3,420	)	$	(7,018	)
Foreign currency translation adjustments
Balance at beginning of period	$	(3,420	)	$	(7,018	)
Other comprehensive income (loss) before reclassifications		(6,842	)		(2,980	)		2,030			364			(4,812	)		(2,616	)
Amounts reclassified from accumulated other comprehensive loss		0			0			0			0			0			0
Net current-period other comprehensive income (loss)		(6,842	)		(2,980	)		2,030			364			(4,812	)		(2,616	)
Net unrealized gains (losses) on investments in securities
Balance at beginning of period	$	0		$	0
Other comprehensive income (loss) before reclassifications		166			0			(49	)		0			117			0
Amounts reclassified from accumulated other comprehensive loss		0			0			0			0			0			0
Net current-period other comprehensive income (loss)		166			0			(49	)		0			117			0
Balance at end of period	$	(10,096	)	$	(9,998	)	$	(8,115	)	$	(9,634	)	$	(8,115	)	$	(9,634	)

Note 11 – 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,~~June 30, 2021 and 2020, the Company recorded an income tax provision of ~~$0.2~~$3.3 million and ~~$3.9~~$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 results for the three and sixmonths ended ~~March 31,~~June 30, 2021 reflect losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances. The effective income tax rate for the three months ended ~~March 31,~~June 30, 2021 was ~~6.0~~20.5 percent compared to ~~21.8~~16.6 percent in the same period of the prior year. The effective tax rate increased by 3.9 percent for the three months ended June 30, 2021 when compared to the same period in 2020, primarily due to a decrease in tax benefits from the vesting of restricted stock and the exercise of stock options. The effective income tax rate for the six months ended June 30, 2021 was 17.6 percent compared to 19.4 percent in the same period of the prior year. The effective tax rate decreased by ~~15.8~~1.8 percent for the ~~three~~six months ended ~~March 31,~~June 30, 2021 when compared to the same period in 2020, primarily due to an increase in tax benefits from the vesting of restricted stock and the exercise of stock options.

The effective income tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2021 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 ~~$4.9~~$5.0 million as of ~~March 31,~~June 30, 2021 and $4.8 million as of December 31, 2020, respectively, all of which, if recognized, would affect the Company’s effective tax rate. 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.

On March 11, 2021, the President signed into law the ARP Act, a legislative package which is generally not significant to the Company's current tax footprint; however, the Company will continue to assess the ARP Act on an ongoing basis. Similar tax provisions and other stimulus measures have been granted either before or after ~~March 31,~~June 30, 2021 by certain foreign and U.S. state jurisdictions, which the Company continues to evaluate and apply, if applicable.

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Note 12 – 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 and sixmonths ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	*Three Months Ended March 31,*				*Three Months Ended June 30,*				*Six Months Ended June 30,*
(in thousands)	*2021*		*2020*		*2021*		*2020*		*2021*		*2020*
Revenue:
United States	$	91,053	$	90,076	$	95,344	$	86,823	$	186,397	$	176,899
Europe		21,449		20,787		24,655		16,729		46,104		37,516
Japan		3,624		4,245		3,049		3,023		6,673		7,268
Total revenue	$	116,126	$	115,108	$	123,048	$	106,575	$	239,174	$	221,683

	*Three Months Ended March 31,*						*Three Months Ended June 30,*						*Six Months Ended June 30,*
(in thousands)	*2021*			*2020*			*2021*			*2020*			*2021*			*2020*
Income from Operations:
United States	$	22,503		$	25,089		$	26,280		$	24,349		$	48,783		$	49,438
Europe		(1,371	)		4,364			5,063			2,261			3,692			6,625
Corporate Unallocated and Japan		(16,871	)		(12,628	)		(15,239	)		(12,259	)		(32,110	)		(24,887	)
Total Income from Operations	$	4,261		$	16,825		$	16,104		$	14,351		$	20,365		$	31,176

Total long-lived assets at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	*March 31,*		*December 31,*		*June 30,*		*December 31,*
(in thousands)	*2021*		*2020*		*2021*		*2020*
Total long-lived assets:
United States	$	213,434	$	215,721	$	222,117	$	215,721
Europe		59,795		59,388		60,140		59,388
Japan		6,672		7,557		6,238		7,557
Total Assets	$	279,901	$	282,666
Total Long-lived Assets					$	288,495	$	282,666

Revenue by product line for the three and sixmonths ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	*Three Months Ended March 31,*				*Three Months Ended June 30,*				*Six Months Ended June 30,*
(in thousands)	*2021*		*2020*		*2021*		*2020*		*2021*		*2020*
Revenue:
Injection Molding	$	56,359	$	54,776	$	58,168	$	57,894	$	114,527	$	112,670
CNC Machining		36,703		37,885		41,592		28,760		78,295		66,645
3D Printing		17,235		15,948		18,170		14,236		35,405		30,184
Sheet Metal		5,219		5,649		4,717		4,669		9,936		10,318
Other Revenue		610		850		401		1,016		1,011		1,866
Total revenue	$	116,126	$	115,108	$	123,048	$	106,575	$	239,174	$	221,683

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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, 2020.

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 the world’s largest and fastest digital manufacturer of custom prototypes and on-demand production parts. We manufacture prototypes and low-volume production parts for companies worldwide, who are under increasing pressure to bring their finished products to market faster than their competition. We utilize injection molding, computer numerical control (CNC) machining, 3D printing and sheet metal fabrication to manufacture custom parts for our customers. Our proprietary technology eliminates most of the time-consuming and expensive skilled labor conventionally required to quote and manufacture parts. In January 2021, we acquired 3D Hubs, a leading online manufacturing platform based in Amsterdam, Netherlands, that provides customers with on-demand access to a global network of premium manufacturing partners. This acquisition creates the world's largest digital manufacturing platform, offering the broadest set of manufacturing services with the help of a global network of premium manufacturing providers. Our customers conduct nearly all of their business with us over the Internet. We target our products to the millions of product developers and engineers who use three-dimensional computer-aided design (3D CAD) software to design products across a diverse range of end-markets.

Our primary manufacturing product lines currently include Injection Molding, CNC Machining, 3D Printing and Sheet Metal. We continually seek to expand the range of sizes and geometric complexity of the parts we can make with these processes, to extend the variety of materials we are able to support and to identify additional manufacturing processes to which we can apply our technology in order to better serve the evolving preferences and needs of product developers and engineers. The acquisition of 3D Hubs broadens our offer beyond our current manufacturing capabilities and provides a broader range of price and lead time options by leveraging a network of manufacturing partners to meet the holistic needs of our customers.

Injection Molding

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

CNC Machining

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

Quick-turn CNC machining works best for prototyping, form and fit testing, jigs and fixtures and functional components for end-use applications.

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3D Printing

Our 3D Printing product line includes stereolithography, selective laser sintering, direct metal laser sintering, Multi Jet Fusion, PolyJet and digital light synthesis processes, which offer 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, which provides customers with prototype and low-volume production parts. The rapid prototype sheet metal process is most often used when form, fit and function are all a priority. Our manufacturing process uses customer 3D CAD models uploaded by the product developer or engineer to fabricate quick-turn prototype sheet metal or short-run production parts.

Key Financial Measures and Trends

Revenue

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

	●	expanding the breadth and scope of each of our product lines 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 October 2015;

	●	the introduction of our Sheet Metal product line through our acquisition of Rapid Manufacturing Group, LLC (RAPID) 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 3D Hubs in January 2021.

During the three months ended ~~March 31,~~June 30, 2021, we served ~~22,605~~23,253 unique product developers and engineers who purchased our products through our web-based customer interface, an increase of ~~8.3%~~36.5% over the same period in 2020. The increase in product developers was driven primarily by our acquisition of 3D Hubs. Excluding the impact of 3D Hubs, our product developers ~~declined 6.8%~~increased 14.3% during the three months ended ~~March 31,~~June 30, 2021 when compared to the same period in 2020. During the six months ended June 30, 2021, we served 37,501 unique product developers and engineers who purchased our products through our web-based customer interface, an increase of 26.3% over the same period in 2020. The increase in unique product developers served was driven primarily by our acquisition of Hubs. Excluding the impact of Hubs, unique product developers served increased 7.1% during the six months ended June 30, 2021 when compared to the same period in 2020. The economic uncertainty arising from the COVID-19 pandemic has impacted the number of product developers and engineers who purchase our products. While we expect the number of product developers and engineers served to grow in the long-term, challenges posed by the COVID-19 pandemic on the global economy have continued through the date of this report. Steps taken by national and local governments to slow the spread of the virus, including business shutdowns and shelter in place orders, have hindered the ability and willingness of project developers and engineers to proceed with development and commercialization projects on the same scale as they have historically. At this time, it is difficult to predict the future given the current economic uncertainty and evolving market conditions.

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, overhead allocations and outsourced manufacturing costs associated with the manufacturing process for molds and custom 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, but remain relatively constant as a percentage of total revenue.~~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. We expect our gross profit to increase in absolute dollars, however our gross margin may fluctuate based on the business mix in each reporting period. 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 and foreign exchange rates.

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Operating Expenses

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

Our recent growth in operating expenses is mainly due to the launch of our Protolabs 2.0 project in the fourth quarter of 2020. ~~Expenses that~~During the development of Protolabs 2.0, certain research and development personnel costs were ~~previously~~ capitalizable as ~~part of the project were expensed after~~a software development asset. Since the system was placed in service in November ~~2020.~~2020, the personnel costs have been expensed as incurred. In addition, amortization expense for the software asset is now being recorded over the systems’ estimated useful lives of seven to 10 years. Our business strategy is to continue to be a leading online and technology-enabled manufacturer of quick-turn, on-demand injection-molded, CNC-machined, CNC-turned, 3D-printed and sheet metal custom parts for prototyping and low-volume production. In order to achieve our goals, we anticipate continued substantial investments in technology and personnel, resulting in increased operating expenses.

Marketing and sales. Marketing and sales expense consists primarily of employee compensation, benefits, commissions, stock-based compensation, marketing programs such as electronic, print and pay-per-click advertising, trade shows and other related ~~overhead.~~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.~~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.

Other Income, net

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

Provision for Income Taxes

Provision for income taxes is comprised of federal, state, local and foreign taxes based on pre-tax income. Overall, we expect our effective tax rate for 2021 and beyond will remain consistent based on the current tax laws.

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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						Three Months Ended June 30,									Change						Six Months Ended June 30,									Change
(dollars in thousands)	2021					2020							$%			2021					2020				$			%			2021					2020				$			%
Revenue	$	116,126		100.0		$	115,108	100.0		$	1,018			0.9		$	123,048		100.0		$	106,575	100.0		$	16,473			15.5		$	239,174		100.0		$	221,683	100.0		$	17,491			7.9
Cost of revenue		60,796		52.4			57,008	49.5			3,788			6.6			66,423		54.0			54,119	50.8			12,304			22.7			127,219		53.2			111,127	50.1			16,092			14.5
Gross profit		55,330		47.6			58,100	50.5			(2,770	)		(4.8	)		56,625		46.0			52,456	49.2			4,169			7.9			111,955		46.8			110,556	49.9			1,399			1.3
Operating expenses:
Marketing and sales		19,480		16.8			18,180	15.8			1,300			7.2			21,044		17.1			16,936	15.9			4,108			24.3			40,524		16.9			35,116	15.8			5,408			15.4
Research and development		12,181		10.5			8,987	7.8			3,194			35.5			11,060		9.0			8,648	8.1			2,412			27.9			23,241		9.7			17,635	8.0			5,606			31.8
General and administrative		19,408		16.7			14,108	12.3			5,300			37.6			16,180		13.1			12,521	11.7			3,659			29.2			35,588		14.9			26,629	12.0			8,959			33.6
Changes in fair value of contingent consideration																	(7,763	)	(6.3	)		-	-			(7,763	)		*			(7,763	)	(3.2	)		-	-			(7,763	)		*
Total operating expenses		51,069		44.0			41,275	35.9			9,794			23.7			40,521		32.9			38,105	35.8			2,416			6.3			91,590		38.3			79,380	35.8			12,210			15.4
Income from operations		4,261		3.7			16,825	14.6			(12,564	)		(74.7	)		16,104		13.1			14,351	13.5			1,753			12.2			20,365		8.5			31,176	14.1			(10,811	)		(34.7	)
Other (loss) income, net		(313	)	(0.3	)		1,054	0.9			(1,367	)		(129.7	)
Other income (loss), net																	137		0.1			767	0.7			(630	)		(82.1	)		(176	)	(0.1	)		1,821	0.8			(1,997	)		(109.7	)
Income before income taxes		3,948		3.4			17,879	15.5			(13,931	)		(77.9	)		16,241		13.2			15,118	14.2			1,123			7.4			20,189		8.4			32,997	14.9			(12,808	)		(38.8	)
Provision for income taxes		236		0.2			3,895	3.4			(3,659	)		(93.9	)		3,326		2.7			2,511	2.4			815			32.5			3,562		1.5			6,406	2.9			(2,844	)		(44.4	)
Net income	$	3,712		3.2	%	$	13,984	12.1	%	$	(10,272	)		(73.5	)%	$	12,915		10.5	%	$	12,607	11.8	%	$	308			2.4	%	$	16,627		7.0	%	$	26,591	12.0	%	$	(9,964	)		(37.5	)%

*Percentage change not meaningful

Stock-based compensation expense included in the statements of operations data above for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 was as follows:

	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2021		2020		2021		2020		2021		2020
Stock options and restricted stock	$	5,291	$	2,738	$	4,563	$	3,331	$	9,854	$	6,069
Employee stock purchase plan		329		295		378		308		707		603
Total stock-based compensation expense	$	5,620	$	3,033	$	4,941	$	3,639	$	10,561	$	6,672

Cost of revenue	$	635	$	521	$	668	$	594	$	1,303	$	1,115
Operating expenses:
Marketing and sales		853		618		929		750		1,782		1,368
Research and development		624		521		744		607		1,368		1,128
General and administrative		3,508		1,373		2,600		1,688		6,108		3,061
Total stock-based compensation expense	$	5,620	$	3,033	$	4,941	$	3,639	$	10,561	$	6,672

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Comparison of Three Months Ended ~~March 31,~~June 30, 2021 and 2020

Revenue

Revenue by reportable segment and the related changes for the three months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended March 31,																Three Months Ended June 30,
	2021					2020					Change						2021					2020					Change
(dollars in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%			$		% of Total Revenue			$		% of Total Revenue			$		%
Revenue
United States	$	91,053		78.4	%	$	90,076		78.3	%	$	977			1.1	%	$	95,344		77.5	%	$	86,823		81.5	%	$	8,521		9.8	%
Europe		21,449		18.5			20,787		18.1			662			3.2			24,655		20.0			16,729		15.7			7,926		47.4
Japan		3,624		3.1			4,245		3.7			(621	)		(14.6	)		3,049		2.5			3,023		2.8			26		0.9
Total revenue	$	116,126		100.0	%	$	115,108		100.0	%	$	1,018			0.9	%	$	123,048		100.0	%	$	106,575		100.0	%	$	16,473		15.5	%

Our revenue increased ~~$1.0~~$16.5 million, or ~~0.9%~~15.5%, for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. Our revenue for the three months ended ~~March 31,~~June 30, 2021 includes revenue of ~~$5.8~~$8.9 million provided by our acquisition of 3D Hubs. By reportable segment, revenue in the United States increased ~~$1.0~~$8.5 million, or ~~1.1%~~9.8%, for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. Revenue in Europe increased ~~$0.6~~$7.9 million, or ~~3.2%~~47.4%, and revenue in Japan ~~decreased $0.6 million, or 14.6%~~increased 0.9%, in each case for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. Excluding Hubs, revenue in the United States increased $3.9 million, or 4.5%, and revenue in Europe increased $3.6 million, or 21.6%, in each case for the three months ended June 30, 2021 compared to the same period in 2020. International revenue was positively impacted by ~~$1.6~~$1.9 million during the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020 as a result of foreign currency movements, primarily the strengthening of the British Pound and Euro relative to the United States Dollar.

During the three months ended ~~March 31,~~June 30, 2021, we served ~~22,605~~23,253 unique product developers and engineers, an increase of ~~8.3%~~36.5% over the same period in 2020. The increase in unique product developers served was primarily driven by our acquisition of 3D Hubs. Excluding the impact of 3D Hubs, ~~our~~unique product developers ~~declined 6.8%~~served increased 14.3% during the three months ended ~~March 31,~~June 30, 2021 when compared to the same period in 2020. The economic uncertainty arising from the COVID-19 pandemic has impacted the number of product developers and engineers who purchase our products. While we expect the number of product developers and engineers served to grow in the long-term, challenges posed by the COVID-19 pandemic on the global economy have continued through the date of this report. Steps taken by national and local governments to slow the spread of the virus, including business shutdowns and shelter in place orders, have hindered the ability and willingness of project developers and engineers to proceed with development and commercialization projects on the same scale as they have historically. At this time, it is difficult to predict the future given the current economic uncertainty and evolving market conditions.

Revenue by product line and the related changes for the three months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended March 31,																Three Months Ended June 30,
	2021					2020					Change						2021					2020					Change
(dollars in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%			$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Injection Molding	$	56,359		48.5	%	$	54,776		47.6	%	$	1,583			2.9	%	$	58,168		47.3	%	$	57,894		54.3	%	$	274			0.5	%
CNC Machining		36,703		31.6			37,885		32.9			(1,182	)		(3.1	)		41,592		33.8			28,760		27.0			12,832			44.6
3D Printing		17,235		14.8			15,948		13.9			1,287			8.1			18,170		14.8			14,236		13.4			3,934			27.6
Sheet Metal		5,219		4.5			5,649		4.9			(430	)		(7.6	)		4,717		3.8			4,669		4.4			48			1.0
Other Revenue		610		0.5			850		0.7			(240	)		(28.2	)		401		0.3			1,016		1.0			(615	)		(60.5	)
Total revenue	$	116,126		100.0	%	$	115,108		100.0	%	$	1,018			0.9	%	$	123,048		100.0	%	$	106,575		100.0	%	$	16,473			15.5	%

By product line, our revenue increase was driven by ~~an 8.1%~~a 44.6% increase in CNC Machining revenue, a 27.6% increase in 3D Printing revenue, ~~and~~ a ~~2.9%~~0.5% increase in Injection Molding revenue and a 1.0% increase in Sheet Metal revenue, which was partially offset by a ~~3.1% decrease in CNC Machining revenue, a 7.6% decrease in Sheet Metal revenue and a 28.2%~~60.5% decrease in Other Revenue, in each case for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020.

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Cost of Revenue, Gross Profit and Gross Margin

Cost of Revenue. Cost of revenue increased ~~$3.8~~$12.3 million, or ~~6.6%~~22.7%, for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020, which was greater than the rate of revenue increase of ~~0.9%~~15.5% for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. The increase in cost of revenue was driven by a ~~$5.1~~$7.8 million increase resulting from our ~~recent~~ acquisition of 3D Hubs. The $4.5 million increase ~~was partially offset by~~in cost of revenue in our legacy business ~~where there~~ was ~~a decrease~~driven by an increase in headcount resulting in personnel and related cost ~~decreases~~increases of ~~$1.0~~$2.6 million, ~~as well as a decrease~~an increase in raw material and product costs of ~~$0.5~~$1.5 million, ~~which were partially offset by~~and an increase in equipment and facility related costs of ~~$0.2~~$0.4 million.

Gross Profit and Gross Margin. Gross profit ~~decreased~~increased from ~~$58.1~~$52.5 million in the three months ended ~~March 31,~~June 30, 2020 to ~~$55.3~~$56.6 million in the three months ended ~~March 31,~~June 30, 2021. Gross margin decreased from 49.2% in the three months ended June 30, 2020 to 46.0% in the three months ended June 30, 2021, primarily due to the mix of revenue.

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

Marketing and Sales. Marketing and sales expenses increased $4.1 million, or 24.3%, during the three months ended June 30, 2021 compared to the same period in 2020. The increase is primarily driven by personnel and related cost increases in our legacy business of $1.2 million, information technology allocation cost increases, including amortization of Protolabs 2.0 software assets, of $1.2 million and marketing program cost increases of $0.4 million. In addition, our acquisition of Hubs provided $1.3 million in marketing and sales expenses during the three months ended June 30, 2021.

Research and Development. Our research and development expenses increased $2.4 million, or 27.9%, during the three months ended June 30, 2021 compared to the same period in 2020 primarily due to personnel and related cost increases of $1.6 million driven by personnel and contractor resources dedicated to the launch of our Protolabs 2.0 system. During the development of Protolabs 2.0, certain research and development personnel costs were capitalizable as a software development asset. Since the system was placed in service in November 2020, the personnel costs have been expensed as incurred. In addition, increases of $0.8 million resulted from our acquisition of Hubs.

General and Administrative. Our general and administrative expenses increased $3.7 million, or 29.2%, during the three months ended June 30, 2021 compared to the same period in 2020 primarily due to an increase of $0.6 million in professional service costs, an increase of $0.2 million of personnel and related costs and an increase of $0.2 million in administrative costs. In addition, our acquisition of Hubs provided $2.7 million in general and administrative expense during the three months ended June 30, 2021.

Changes in fair value of contingent consideration. The fair value of contingent consideration associated with the acquisition of Hubs decreased $7.8 million during the three months ended June 30, 2021 compared to the same period in 2020. We had no contingent consideration liabilities recorded during the three months ended June 30, 2020.

Other Income, net. We recognized other income, net of $0.1 million for the three months ended June 30, 2021, a decrease of $0.7 million compared to other income, net of $0.8 million for the three months ended June 30, 2020. Other income, net for the three months ended June 30, 2021 primarily consisted of a gain on foreign currency and interest income on investments. Other income, net for the three months ended June 30, 2020 primarily consisted of $0.4 million in interest income on investments and a $0.3 million gain on foreign currency.

Provision for Income Taxes. Our effective tax rate of 20.5% for the three months ended June 30, 2021 increased 3.9% compared to 16.6% for the same period in 2020. The increase in the effective tax rate is primarily due to a decrease in tax benefits from the vesting of restricted stock and the exercise of stock options. Our income tax provision of $3.3 million for the three months ended June 30, 2021 increased $0.8 million compared to our income tax provision of $2.5 million for the three months ended June 30, 2020, due to a combination of higher pre-tax income and a higher effective tax rate.

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Comparison of Six Months Ended June 30, 2021 and 2020

Revenue

Revenue by reportable segment and the related changes for the six months ended June 30, 2021 and 2020 were as follows:

	Six Months Ended June 30,
	2021					2020					Change
(dollars in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
United States	$	186,397		78.0	%	$	176,899		79.8	%	$	9,498			5.4	%
Europe		46,104		19.3			37,516		16.9			8,588			22.9
Japan		6,673		2.8			7,268		3.3			(595	)		(8.2	)
Total revenue	$	239,174		100.0	%	$	221,683		100.0	%	$	17,491			7.9	%

Our revenue increased $17.5 million, or 7.9%, for the six months ended June 30, 2021 compared to the same period in 2020. Our revenue for the six months ended June 30, 2021 includes revenue of $14.7 million provided by our acquisition of Hubs. By reportable segment, revenue in the United States increased $9.5 million, or 5.4%, for the six months ended June 30, 2021 compared to the same period in 2020. Revenue in Europe increased $8.6 million, or 22.9% and revenue in Japan decreased $0.6 million, or 8.2%, in each case for the six months ended June 30, 2021 compared to the same period in 2020. Excluding Hubs, revenue in the United States increased $1.7 million, or 1.0%, and revenue in Europe increased $1.7 million, or 4.4%, in each case for the six months ended June 30, 2021 compared to the same period in 2020. International revenue was positively impacted by $3.5 million during the six months ended June 30, 2021 compared to the same period in 2020 as a result of foreign currency movements, primarily the strengthening of the British Pound and Euro relative to the United States Dollar.

During the six months ended June 30, 2021, we served 37,501 unique product developers and engineers, an increase of 26.3% over the same period in 2020. The increase in unique product developers served was primarily driven by our acquisition of Hubs. Excluding the impact of Hubs, unique product developers served increased 7.1% during the six months ended June 30, 2021 when compared to the same period in 2020. The economic uncertainty arising from the COVID-19 pandemic has impacted the number of product developers and engineers who purchase our products. While we expect the number of product developers and engineers served to grow in the long-term, challenges posed by the COVID-19 pandemic on the global economy have continued through the date of this report. At this time, it is difficult to predict the future given the current economic uncertainty and evolving market conditions.

Revenue by product line and the related changes for the six months ended June 30, 2021 and 2020 were as follows:

	Six Months Ended June 30,
	2021					2020					Change
(dollars in thousands)	$		% of Total Revenue			$		% of Total Revenue			$			%
Revenue
Injection Molding	$	114,527		47.9	%	$	112,670		50.8	%	$	1,857			1.6	%
CNC Machining		78,295		32.7			66,645		30.1			11,650			17.5
3D Printing		35,405		14.8			30,184		13.6			5,221			17.3
Sheet Metal		9,936		4.2			10,318		4.7			(382	)		(3.7	)
Other Revenue		1,011		0.4			1,866		0.8			(855	)		(45.8	)
Total revenue	$	239,174		100.0	%	$	221,683		100.0	%	$	17,491			7.9	%

By product line, our revenue increase was driven by a 17.5% increase in CNC Machining revenue, a 17.3% increase in 3D Printing revenue, and a 1.6% increase in Injection Molding revenue, which was partially offset by a 3.7% decrease in Sheet Metal revenue, and a 45.8% decrease in Other Revenue, in each case for the six months ended June 30, 2021 compared to the same period in 2020.

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Cost of Revenue, Gross Profit and Gross Margin

Cost of Revenue. Cost of revenue increased $16.1 million, or 14.5%, for the six months ended June 30, 2021 compared to the same period in 2020, which was greater than the rate of revenue increase of 7.9% for the six months ended June 30, 2021 compared to the same period in 2020. The increase in cost of revenue was driven by a $12.9 million increase resulting from our acquisition of Hubs. In our legacy business, cost of revenue increased $3.2 million due to an increase in headcount resulting in personnel and related cost increases of $1.7 million, an increase in raw material and product costs of $1.0 million, and an increase in equipment and facility related costs of $0.5 million.

Gross Profit and Gross Margin. Gross profit increased from $110.6 million in the six months ended June 30, 2020 to $112.0 million in the six months ended June 30, 2021. Gross margin decreased from ~~50.5%~~49.9% in the ~~three~~six months ended ~~March 31,~~June 30, 2020 to ~~47.6%~~46.8% in the ~~three~~six months ended ~~March 31, 2021.~~June 30, 2021, primarily due to the mix of revenue.

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

Marketing and Sales. Marketing and sales expenses increased ~~$1.3~~$5.4 million, or ~~7.2%~~15.4%, during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. ~~The increase is primarily driven by our acquisition of 3D Hubs which provided $1.0 million in marketing and sales expense during the three months ended March 31, 2021.~~ In our legacy business, personnel and related cost increases of ~~$1.0~~$1.2 million and information technology allocation cost increases, including amortization of Protolabs 2.0 software assets, of $2.2 million were partially offset by marketing program cost decreases of ~~$0.7~~$0.3 million. In addition, our acquisition of Hubs provided $2.3 million in marketing and sales expense during the six months ended June 30, 2021.

Research and Development. Our research and development expenses increased ~~$3.2~~$5.6 million, or ~~35.5%~~31.8%, during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020 primarily due to personnel and related cost increases of ~~$2.8~~$4.4 million driven by personnel and contractor resources dedicated to the launch of our Protolabs 2.0 system. ~~Expenses that~~During the development of Protolabs 2.0, certain research and development personnel costs were ~~previously~~ capitalizable as ~~part of the project were expensed after~~a software development asset. Since the system was placed in service in November ~~2020.~~2020, the personnel costs have been expensed as incurred. In addition, increases of ~~$0.5~~$1.3 million resulted from our acquisition of 3D Hubs, which were partially offset by decreases of $0.1 in professional service costs.

General and Administrative. Our general and administrative expenses increased ~~$5.3~~$9.0 million, or ~~37.6%~~33.6%, during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020 primarily due to an increase of ~~$2.1~~$4.8 million resulting from our ~~recent~~ acquisition of 3D Hubs, ~~$2.5 million in transaction costs associated with the acquisition,~~ other professional service cost increases of ~~$0.3~~$3.4 million and stock-based compensation cost increases of $1.7 million, which were partially offset by administrative cost decreases of ~~$0.9~~$0.7 million and personnel and related cost decreases of ~~$0.4~~$0.2 million.

Changes in fair value of contingent consideration. The fair value of contingent consideration associated with the acquisition of Hubs decreased $7.8 million during the six months ended June 30, 2021. We had no contingent consideration liabilities recorded during the six months ended June 30, 2020.

Other (Loss) Income, net. We recognized other loss, net of ~~$0.3~~$0.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, a decrease of ~~$1.4~~$2.0 million compared to other income, net of ~~$1.1~~$1.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. Other loss, net for the ~~three~~six months ended ~~March 31,~~June 30, 2021 primarily consisted of a $0.5 million loss on foreign currency, which was partially offset by ~~$0.1~~$0.2 million in interest income on investments and $0.1 million in other income. Other income, net for the ~~three~~six months ended ~~March 31,~~June 30, 2020 primarily consisted of ~~$0.6~~$0.9 million in interest income on investments and a ~~$0.7~~$0.9 million gain on foreign ~~currency, which was partially offset by a $0.2 million in other expense.~~currency.

Provision for Income Taxes. Our effective tax rate of ~~6.0%~~17.6% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 decreased ~~15.8%~~1.8% compared to ~~21.8%~~19.4% for the same period in 2020. The decrease in the effective tax rate is primarily due to an increase in tax benefits from the vesting of restricted stock and the exercise of stock options. Our income tax provision of ~~$0.2~~$3.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 decreased ~~$3.7~~$2.8 million compared to our income tax provision of ~~$3.9~~$6.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020, due to a combination of lower pre-tax income and the lower effective tax rate.

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Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

	Three Months Ended March 31,						Six Months Ended June 30,
(dollars in thousands)	2021			2020			2021			2020
Net cash provided by operating activities	$	6,425		$	22,410		$	20,729		$	53,417
Net cash used in investing activities		(90,133	)		(43,350	)		(105,082	)		(65,292	)
Net cash used in financing activities		(427	)		(12,098	)		(1,856	)		(15,198	)
Effect of exchange rates on cash and cash equivalents		306			(282	)		515			(149	)
Net decrease in cash and cash equivalents	$	(83,829	)	$	(33,320	)	$	(85,694	)	$	(27,222	)

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 ~~$43.8~~$41.9 million as of ~~March 31,~~June 30, 2021, a decrease of ~~$83.8~~$85.7 million from December 31, 2020. The decrease in our cash was primarily due to cash used in investing activity for our acquisition of 3D Hubs of ~~$127.7~~$127.4 million and purchases of property, equipment and other capital assets of ~~$6.5~~$23.9 million, which were partially offset by net proceeds from investments in marketable securities of ~~$44.1~~$46.2 million and cash generated through operations of ~~$6.4~~$20.7 million.

Cash Flows from Operating Activities

Cash flows from operating activities were ~~$6.4~~$20.7 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and primarily consisted of net income of ~~$3.7~~$16.6 million, adjusted for certain non-cash items, including depreciation and amortization of ~~$10.1~~$20.1 million and stock-based compensation expense of ~~$5.6~~$10.6 million, which were partially offset by a decrease in the fair value of contingent consideration of $7.8 million and changes in operating assets and liabilities and other items totaling $18.8 million. Cash flows from operating activities were $53.4 million during the six months ended June 30, 2020 and primarily consisted of net income of $26.6 million, adjusted for certain non-cash items, including depreciation and amortization of $15.9 million, stock-based compensation expense of $6.7 million and deferred taxes of $5.7 million, which were partially offset by changes in operating assets and liabilities and other items totaling $13.0 million. Cash flows from operating activities were $22.4 million during the three months ended March 31, 2020 and primarily consisted of net income of $14.0 million, adjusted for certain non-cash items, including depreciation and amortization of $8.0 million, stock-based compensation expense of $3.0 million and deferred taxes of $3.4 million, which were partially offset by changes in operating assets and liabilities and other items totaling $6.0$1.5 million.

Cash flows from operating activities decreased ~~$16.0~~$32.7 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020, primarily due to decreases in net income of ~~$10.3~~$10.0 million, decreases in ~~changes in operating assets and liabilities~~accounts receivable of ~~$7.7~~$19.0 million driven by timing of cash receipts, ~~and payments,~~a decrease in the fair value of contingent consideration of $7.8 million, and decreases in deferred taxes of ~~$3.5~~$5.2 million, which were partially offset by increases in depreciation and amortization of ~~$2.1~~$4.3 million, increases in stock-based compensation of ~~$2.6~~$3.9 million and increases of ~~$0.8~~$1.1 million in other items.

Cash Flows from Investing Activities

Cash used in investing activities was ~~$90.1~~$105.1 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021, consisting of ~~$127.7~~$127.4 million in cash used for acquisitions, net of cash acquired and ~~$6.5~~$23.9 million for the purchases of property, equipment and other capital assets, which were partially offset by ~~$44.1~~$46.2 million for net proceeds from investments in marketable securities.

Cash used in investing activities was ~~$43.3~~$65.3 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020, consisting of ~~$37.6~~$29.0 million ~~for the purchases of~~in net investments in marketable securities, ~~$13.4~~$33.3 million for the purchases of property, equipment and other capital assets and $3.0 million for purchases of other assets and ~~investments, which were partially offset by $10.7 million in net proceeds from maturities of marketable securities.~~investments.

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Cash Flows from Financing Activities

Cash used in financing activities was ~~$0.4~~$1.9 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021, consisting of ~~$2.0~~$4.2 million in purchases of shares withheld for tax obligations associated with equity transactions, $1.2 million in repurchases of common stock and ~~$0.1~~$0.3 million for repayments of finance lease obligations, which were partially offset by ~~$1.7~~$3.8 million in proceeds from the exercise of stock options.

Cash used in financing activities was ~~$12.1~~$15.2 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020, consisting of ~~$11.2~~$14.7 million in repurchases of common stock and ~~$1.0~~$3.4 million in purchases of shares withheld for tax obligations associated with equity transactions, which were partially offset by ~~$0.1~~$2.9 million in proceeds from the exercise of stock options.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Use of Estimates

We have adopted various accounting policies to prepare the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Our significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

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 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 $0.5 million during the three and six months ended June 30, 2021, respectively. We recognized foreign currency gains of ~~$0.7~~$0.3 million and $0.9 million during the three and six months ended ~~March 31, 2021 and~~June 30, 2020, respectively. The changes in foreign exchange rates had a positive impact on consolidated revenue of ~~$1.6 million and negative impact of $0.6~~$1.9 million for the three months ended ~~March 31,~~June 30, 2021 and ~~2020, respectively.~~$3.5 million for the six months ended June 30, 2021 as compared to the same periods in 2020.

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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

During the first quarter of 2021, the Company completed the implementation of Protolabs 2.0, an internal business systems project impacting both external customer-facing and internal back-end systems. Emphasis has been on the maintenance of effective internal controls throughout development and deployment of all phases. The Company evaluated and concluded the implementation of Protolabs 2.0 has not materially affected the Company's internal control over financial reporting. Based on this evaluation, 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.

Management has excluded certain elements of Hubs from its assessment of internal control over financial reporting as of June 30, 2021. Subsequent to the acquisition, Hubs maintained its revenue and payroll systems and processing through June 30, 2021. Those elements of the acquired business’s internal control over financial reporting that were not fully integrated into the Company’s existing internal control over financial reporting during 2021 have been excluded from management’s assessment of the effectiveness of internal control over financial reporting. Hubs is a wholly-owned subsidiary of the Company; its combined total assets, excluding goodwill, and total revenues excluded from our assessment represent approximately 4% and 6%, respectively, of the related consolidated financial statements amounts as of the six months ended June 30, 2021.

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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, 2020 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, we announced that our board of directors had authorized the repurchase of shares of our common stock from time to time on the open market or in privately negotiated purchases, at an aggregate purchase price of up to $50 million. On May 16, 2019, we announced that our board of directors approved a $50 million increase in its authorized stock repurchase program and extended the term of the program through December 31, 2023. This authorization increases the stock repurchase program to $100 million. The timing and amount of any share repurchases will be determined by our management based on market conditions and other factors.

~~The Company had no repurchases in~~During the ~~first quarter~~three months ended June 30, 2021, we repurchased 14,000 shares of ~~2021. We have $35.2~~our common stock at a total purchase price of $1.2 million ~~remaining~~ under this ~~authorization.~~program. Common stock repurchase activity through June 30, 2021 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)
April 1, 2021 through April 30, 2021	-	$-	-	$35,175
May 1, 2021 through May 31, 2021	-	$-	-	$35,175
June 1, 2021 through June 30, 2021	14,000	$86.53	14,000	$33,964
	14,000	$86.53	14,000	$33,964

¹Effective May 15, 2019 the Board of Directors authorized the repurchase of shares of the Company’s common stock from time to time on the open market or in privately negotiated purchases, at an aggregate purchase price of up to $100 million. The term of the program runs through December 31, 2023.

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.

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Item 6. Exhibits

The following documents are filed as part of this report:

Exhibit Number			Description of Exhibit
3.1⁽¹⁾			Third Amended and Restated Articles of Incorporation of Proto Labs, Inc.
3.2⁽²⁾			Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015
3.3⁽³⁾			Second Amended and Restated By-Laws of Proto Labs, Inc., as amended through November 8, 2016
~~10.1~~⁽⁴⁾			~~Executive Employment Agreement, dated January 29, 2021, by and between Proto Labs, Inc. and Robert Bodor~~
~~10.2~~⁽⁵⁾			~~Consulting Agreement, dated February 4, 2021, by and between Proto Labs, Inc. and Victoria M. Holt~~
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)

⁽¹⁾	Previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
⁽²⁾	Previously filed as Exhibit 3.1 to the Company's Form 8-K (File No. 001-35435), filed with the Commission on May 21, 2015 and incorporated by reference herein.
⁽³⁾	Previously filed as Exhibit 3.1 to the Company's Form 8-K (File No. 001-35435), filed with the Commission on November 8, 2016 and incorporated by reference herein.
⁽⁴⁾	~~Previously filed as Exhibit 10.1 to the Company's Form 8-K (File No. 001-35435), filed with the Commission on February 4, 2021 and incorporated by reference herein.~~
⁽⁵⁾	~~Previously filed as Exhibit 10.2 to the Company's Form 8-K (File No. 001-35435), filed with the Commission on February 4, 2021 and incorporated by reference herein.~~

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Table of Contents

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 10,~~August 3, 2021		/s/ Robert Bodor
		Robert Bodor
		President and Chief Executive Officer (Principal Executive Officer)

Date: ~~May 10,~~August 3, 2021

/s/ John A. Way

John A. Way

Chief Financial Officer

(Principal Financial Officer)

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