Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549________________ FORM 10-K (Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018or ☐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) Minnesota41-1939628(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 5540 Pioneer Creek Drive Maple Plain, Minnesota55359(Address of principal executive offices)(Zip Code) (763) 479-3680(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, Par Value $0.001 Per ShareNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None____________________________________________ Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 of1934 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 suchfiling 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 405of 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, tothe best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. ☒ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” 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 anynew 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 Act). Yes ☐ No ☒ As of June 30, 2018 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of votingstock held by non-affiliates of the Registrant was approximately $3.2 billion. As of February 15, 2019, there were 26,982,587 shares of the Registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for its 2019 Annual Meeting of Shareholders are incorporated by reference to Part III of this Annual Reporton Form 10-K. 2 Table of Contents Table of Contents PagePART IItem 1.Business5Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments26Item 2.Properties26Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27 PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6.Selected Financial Data30Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary Data47Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure77Item 9A.Controls and Procedures77Item 9B.Other Information77 PART IIIItem 10.Directors, Executive Officers and Corporate Governance78Item 11.Executive Compensation78Item 12.Security Ownership of Certain Beneficial Owners and Management78Item 13.Certain Relationships and Related Transactions, and Director Independence78Item 14.Principal Accountant Fees and Services78 PART IVItem 15.Exhibits and Financial Statement Schedules79 3 Table of Contents Special Note Regarding Forward Looking Statements Statements contained in this Annual Report on Form 10-K 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 followingwords: “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 which may cause our results to be materially different than thoseexpressed or implied in such statements. In particular, some of the risks associated with our business include: •the level of competition in our industry and our ability to compete; •our ability to respond to changes in our industry; •our ability to effectively grow our business and manage our growth; •our ability to continue to sell to existing and new customers; •our ability to meet product developers’ and engineers’ needs and expectations regarding quick turnaround time, price and specifications forquality; •the adoption rate of e-commerce and 3D CAD software by product developers and engineers; •our ability to process a large volume of designs and identify significant opportunities in our business; •our ability to maintain and enhance our brand; •our ability to successfully identify, complete and integrate acquisitions or other strategic transactions; •the loss of key personnel or failure to attract and retain additional personnel; •system interruptions at our operating facilities; •possible unauthorized access to customers’ confidential information stored in our systems; and •our ability to protect our intellectual property and not infringe on others’ intellectual property. Certain of these factors and others are described in the discussion on risk factors that appear in Part I, Item 1A. “Risk Factors” of this Annual Reporton Form 10-K and uncertainties are detailed in this and other reports and filings with the Securities and Exchange Commission (SEC). Other unknown orunpredictable factors also could have material adverse effects on our future results. We cannot guarantee future results, levels of activity, performance orachievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, we expressly disclaim any intent orobligation to update any forward-looking statements to reflect subsequent events or circumstances. 4 Table of Contents PART I Item 1. Business Overview Proto Labs, Inc. was incorporated in Minnesota in 1999. The terms “Proto Labs,” the “Company,” “we,” “us,” and “our” as used herein refer to thebusiness and operations of Proto Labs, Inc. and its subsidiaries. We are the world’s largest and fastest digital manufacturer of custom prototypes and on-demand production parts. Our mission is to help companies accelerate product development, reduce risk, and optimize supply chains by providing qualityprototyping and on-demand manufacturing services at unprecedented speeds. Our automated quoting and manufacturing systems allow us to producecommercial-grade plastic, metal, and liquid silicone rubber parts within days. We manufacture prototype and low volume production parts for companiesworldwide, 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 proprietarytechnology eliminates most of the time-consuming and expensive skilled labor conventionally required to quote and manufacture parts. Our customersconduct 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. We have established our operations inthe United States, Europe and Japan, which we believe are three of the largest geographic markets where these product developers and engineers arelocated. We believe our use of advanced technology enables us to offer significant advantages at competitive prices to many customers and is the primaryreason we have become a leading supplier of custom parts. We believe prototype and low volume custom parts manufacturing has historically been an underserved market due to the inefficiencies inherentin the quotation, equipment set-up and non-recurring engineering processes required to produce custom parts. Our customers typically order short runcustom parts for a variety of reasons, including: ●they need a prototype to confirm the form, fit and function of one or more components of a product under development; ●they need an initial supply of parts to support pilot production for testing of a product; ●they need an initial supply of parts to support production while their high-volume production mold is being prepared; ●they need to meet their customers' variable demand for custom parts in a competitive timeframe; ●their product will only be released in a limited quantity; or ●they need to support end-of-life production in a cost-effective manner. In each of these instances, we believe our solution provides product developers, engineers, and supply chains with an exceptional combinationof speed, quality, competitive pricing, ease of use and reliability that they typically cannot find among conventional custom parts manufacturers. Ourtechnology enables us to ship parts as soon as the same day after receipt of a customer’s design submission. Our primary manufacturing product lines currently include Injection Molding, CNC Machining, 3D Printing and Sheet Metal. We continuallyseek to expand the range of size and geometric complexity of the parts we can make with these processes, to extend the variety of materials we are able tosupport and to identify additional manufacturing processes to which we can apply our technology in order to better serve the evolving preferences andneeds of product developers and engineers. We have experienced significant growth since our inception in 1999. We have grown our total revenue from $209.6 million in 2014 to $445.6million in 2018. We have grown our net income from $41.6 million in 2014 to $76.6 million in 2018. Our increases in revenue and income from operations can be attributed to expanding our customer base, broadening our parts envelope, andlaunching new manufacturing technologies. We were founded in 1999 with plastic injection molding, and have expanded our product lines over the yearsby the introduction of: ●CNC machining in 2007; ●liquid silicon rubber (LSR) and lathe manufacturing processes that expanded the breadth and scope of our injection molding and CNCmachining product lines in 2014; ●3D printing, including stereolithography (SL), selective laser sintering (SLS), and direct metal laser sintering (DMLS), through our acquisition ofFineLine Prototyping, Inc. (FineLine) in 2014 and expanded through our acquisition of certain assets of Alphaform AG (Alphaform) in 2015; ●rapid overmolding technology in 2016 and insert molding technology in 2017, both of which expanded the breadth of our manufacturingcapabilities in our Injection Molding product line; ●PolyJet and Multi Jet Fusion (MJF) in 2017, which expanded the processes with which we produce 3D printed parts; 5 Table of Contents ●injection molding commercial offerings tailored to on-demand manufacturing customers in 2017; ●sheet metal fabrication capability through our acquisition of RAPID Manufacturing Group, LLC (RAPID) in 2017; and ●expanded CNC machining capabilities for larger and more complex parts through our acquisition of RAPID in 2017. Industry Overview Our Industry We serve product developers and engineers worldwide who bring new ideas to market in the form of products containing one or more customparts. Many of these product developers and engineers use 3D CAD software to create digital models representing their custom part designs that are thenused to create physical parts for concept modeling, prototyping, functional testing, market evaluation or production. Custom prototype parts play acritical role in the product development process, as they provide product developers and engineers with the ability to test and confirm their intendedperformance requirements and explore design alternatives. Early in the product development process, 3D printing processes such as SL and PolyJet can be used to quickly produce an approximate physicalrepresentation of a part, but these representations may not meet product developers’ and engineers’ requirements for material properties. As an alternative,injection molding, CNC machining, sheet metal, and 3D printing processes such as SLS, DMLS, and MJF can be used to produce low volumes of high-quality custom parts in either metal or plastic. For follow-on functional testing, market evaluation and production runs, parts are typically manufacturedusing injection molding, CNC machining and sheet metal fabrication. Our Solution We have developed proprietary software and advanced manufacturing processes that automate much of the skilled labor conventionally requiredin quoting, production engineering and manufacturing of custom parts. We believe our interactive web-based interface and highly automated processesaddress the desires of many product developers and engineers for a fast, efficient and cost-effective means to obtain custom parts, and are the primaryreasons we have become a leading supplier of custom parts. Key elements of our solution include: Sophisticated Technology that Reduces Turnaround Time Our digital model is centered on our web-based interface and proprietary software, which automate many of the manual and time-consumingprocesses typically required to obtain custom parts from conventional suppliers. Our platform automates many aspects of the entire process from designsubmission through manufacturability analysis and feedback, quotation, order submission, mold design, tool path generation, mold or part manufactureand digital inspection. To utilize our platform, a prospective customer uploads a 3D CAD file of their required part through our website. Often withinminutes of design submission, our software analyzes the design, assesses the manufacturability of the design and our ability to make the part, and returns afirm price quotation with any recommendations for design modifications. Many of our customers find this analysis particularly helpful, as it diagnosesand prevents potential problems prior to manufacturing. We can also provide a flow analysis to identify design flaws that limit the ability to manufacturea quality part. Our quoting system is highly interactive, enabling our prospective customers to change the material, finish, quantity or shipping schedule oforders, and to instantly receive an updated quotation. Once an order is received, our software automates much of the manual engineering and skilled laborthat is normally required to manufacture parts. As a result, in many cases we are able to quote orders in minutes and ship parts as soon as the same dayordered. Scale to Process Large Numbers of Unique Part Designs Our proprietary, highly scalable quoting technology addresses the manual processes conventionally involved in submitting a design, analyzingits manufacturability, making design revision recommendations and generating price quotations. This enables us to quickly analyze high volumes of 3DCAD part design submissions and provide feedback to our prospective product developer and engineer customers. In 2018 alone, we generated quotationsfor over 1,100,000 design submissions. Our proprietary manufacturing automation technology is also highly scalable, enabling us to process largenumbers of unique designs and, combined with our manufacturing processes, efficiently and effectively manufacture high volumes of parts to meet theneeds of product developers and engineers. 6 Table of Contents Enhanced Customer Experience Our web-based customer interface provides a straightforward means of submitting 3D CAD part designs. Our proprietary manufacturabilityanalysis then quickly analyzes whether a part design falls within our manufacturing capabilities. In many cases, our software provides suggested designmodifications to enhance manufacturability, which is presented to the product developer or engineer in an interactive quotation containing a color-coded3D representation of the part. This allows product developers and engineers to quickly determine the manufacturability of their parts, understand the costand when they can be shipped. Our interactive quotations provide instant visibility into the impact of changing an order’s various parameters such asmaterial, finish, quantity or shipping schedule. As a result, we provide product developers and engineers with an easy-to-use and consistent means toobtain custom parts. Attractive Custom Pricing Based on internal market research, we believe we generally have competitive pricing on custom orders. We believe this, combined with speed, isa direct result of our technology and the efficiency of our operations, both of which were designed specifically for lower volume runs of custom partsproduction. By limiting these costs, we can typically offer attractive pricing not normally possible in the low volume, high mix custom parts market, andas a result, we can typically offer product developers and engineers competitive prices on custom manufactured parts. Our Product Lines Our Injection Molding, CNC Machining, 3D Printing and Sheet Metal product lines offer many product developers and engineers the ability toquickly and efficiently outsource their quick-turn custom parts manufacturing. See Item 7. “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” for the historical revenue generated by each of Injection Molding, CNC Machining, 3D Printing and Sheet Metal. Injection Molding Our Injection Molding product line uses our 3D CAD-to-CNC machining technology for the automated design and manufacture of molds, whichare then used to produce custom plastic and liquid silicone rubber injection-molded parts and over-molded and insert-molded injection-molded parts oncommercially available equipment. Our Injection Molding product line works best for on-demand production, bridge tooling, pilot runs and functionalprototyping. Our affordable aluminum molds and quick turnaround times help reduce design risk and limit overall production costs for productdevelopers and engineers. Prototype quantities typically range from 25 to 100 parts. Because we retain possession of the molds, customers who needshort-run production often come back to Proto Labs’ Injection Molding product line for additional quantities. They do so to support pilot production forproduct testing, while their tooling for high-volume production is being prepared, because they need on-demand manufacturing due to disruptions intheir manufacturing process, because their product requires limited annual quantity or because they need end-of-life production support. In 2017, welaunched an on-demand manufacturing injection molding service. This service utilizes our existing processes, but is designed to fulfill the needs ofcustomers with on-going production needs, typically in annual volumes of less than 10,000 parts. CNC Machining Our CNC Machining product line uses commercially available CNC machines to offer milling and turning. CNC milling is a manufacturingprocess 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 efficienciesderive from the automation of the programming of these machines and a proprietary fixturing process. Quick-turn CNC machining works best forprototyping, form and fit testing, jigs and fixtures and functional components for end-use applications. The CNC Machining product line is well suited toproduce small quantities, typically in the range of one to 1,000 parts. 3D Printing Our 3D Printing product line includes SL, SLS, DMLS, MJF and PolyJet processes, which offers customers a wide-variety of high-quality,precision rapid prototyping and low volume production. These processes create parts with a high level of accuracy, detail, strength and durability.Industrial 3D Printing is best suited for functional prototypes, complex designs and end-use applications. 3D Printing is well suited to produce smallquantities, typically in the range of one to 50 parts. 7 Table of Contents Sheet Metal Our Sheet Metal product line includes quick-turn and e-commerce-enabled custom sheet metal parts, providing customers with prototype andlow-volume production parts. The rapid prototype sheet metal process is most often used when form, fit and function are all a priority. Our manufacturingprocess uses customer 3D CAD models uploaded by the product developer or engineer to fabricate quick turn prototype sheet metal or short runproduction parts. The Sheet Metal product line is well suited to produce quantities in the range of one to 500 parts. Our Process The process for Injection Molding begins when the product developer or engineer uploads one or more 3D CAD models representing the desiredpart geometry through our website. Our proprietary software uses complex algorithms to analyze the 3D CAD geometry, analyze its manufacturability andsupport the creation of an interactive, web-based quotation containing pricing and manufacturability information. A link to the quotation is then e-mailedto the product developer or engineer, who can access the quotation, change a variety of order parameters and instantly see the effect on price beforefinalizing the order. Our proprietary software supports the creation of the mold design and the tool paths required to manufacture the mold components,which are then routed to our CNC machining centers for execution. Once the mold is assembled, it is placed in one of our injection molding presses tocreate the required parts. Parts are shipped in as little as one business day from design submission. We ship our parts via small parcel common carriers onstandard terms and conditions. Our other services have similar processes, but differ mainly due to the nature of the manufacturing processes on which eachservice is based. 8 Table of Contents Our Growth Strategy The principal elements of our growth strategy are to: Expand the Customer Base We plan to expand our customer base to serve more product developers and engineers within the companies that have already used our productlines. Individual product developers and engineers typically make or influence the choice of vendor when sourcing custom parts. We believe a significantopportunity exists for us to leverage highly satisfied product developers and engineers to encourage others within the same organization to utilize ourproduct lines. We have historically gained a significant number of new customers through word-of-mouth referrals from other product developers andengineers, and combine these referrals with the efforts of our marketing and sales force to identify and market our product lines to the colleagues of ourexisting customers. We also plan to use our marketing and sales capabilities to continue to pursue product developers and engineers within companies who have notyet used our products. Our presence in geographic regions that have high populations of 3D CAD users provides us with a broad universe of potential newcustomer companies on which to focus our marketing and sales efforts. We believe there may be opportunities to grow by identifying and expanding into select additional geographic markets. We currently operate inthe United States, Europe and Japan, where we believe a substantial portion of the world’s product developers and engineers are located. We entered theEuropean market in 2005 and launched operations in Japan in 2009. For 2018, revenue earned in these markets represents approximately 21.3% of ourtotal revenue. While we currently do not have specific plans to expand into any particular geographic markets, we believe opportunities exist to serve theneeds of product developers and engineers in select new geographic regions and we will continue to evaluate such opportunities if and when they arise. We plan to further enhance the functionality and ease of use of our platform and expand the capabilities of our technology in order to furtherincrease automation and meet the evolving needs of product developers and engineers worldwide. We believe product developers and engineers havecome to expect advanced web-based tools and a fully integrated Internet platform from their vendors. We will continue to use the Internet to provideproduct developers and engineers with a standardized interface through which they can upload their 3D CAD models and obtain firm, interactivequotations quickly and efficiently. Launch New Manufacturing Technology We seek to identify additional manufacturing processes to which we can apply our digital technology and expertise to meet a greater range ofproduct developers’ and engineers’ needs. Introducing new manufacturing processes can both attract new customers and provide us with a significantopportunity to cross-sell our existing product lines to our existing customer base. We regularly evaluate new manufacturing processes to offer productdevelopers and engineers and introduce such new processes when we are confident that a sufficient market demand exists and that we can offer the sameadvantages our customers have come to expect from us. We were founded with Injection Molding which represents 47.2% of our total revenue for the year ended December 31, 2018. Examples of newmanufacturing services we have added include CNC Machining, 3D Printing and Sheet Metal. Our CNC Machining product line was first introduced inthe United States and Europe in 2007, expanded to Japan in 2009, and further expanded in the United States through our acquisition of RAPID inNovember 2017. CNC Machining represents 34.5% of our total revenue for the year ended December 31, 2018. 3D printing technologies were introducedthrough our acquisition of FineLine in April 2014. We further expanded our 3D printing capabilities in October 2015 through our acquisition ofAlphaform. Our 3D product line represents 12.0% of our total revenue for the year ended December 31, 2018. Our Sheet Metal product line was introducedthrough our acquisition of RAPID in November 2017 and represents 5.6% of total revenue for the year ended December 31, 2018. We continue to expand our core product lines through product line extensions including liquid silicone rubber injection molding, lathe-turnedparts, rapid overmolding, insert molding, PolyJet and MJF. We introduced liquid silicone rubber injection molding during 2014 and in 2015, weintroduced lathe-turned products. In 2016, we expanded the breadth of our manufacturing capabilities by adding rapid overmolding technology. In 2017,we added insert molding to our Injection Molding product line and PolyJet and MJF to our 3D Printing product line. In addition, we launched on-demandmanufacturing to address the needs of the low-volume, high-mix product segment. We also opened our first metrology lab in 2017 for enhancedinspection reporting on end-use production parts, including First Article Inspection Reports and digital inspection reports. 9 Table of Contents Broaden the Parts Envelope We regularly analyze the universe of customer design submissions that we are currently unable to manufacture and focus a portion of our researchand development efforts to expand the range of parts that we can produce. Since we first introduced our Injection Molding product line in 1999, we havesteadily expanded the size and geometric complexity of the injection-molded parts we are able to manufacture, and we continue to extend the diversity ofmaterials we are able to support. Similarly, since first introducing our CNC Machining product line in 2007, we have expanded the range of part sizes,design geometries and materials we can support. In 2017, we launched two new 3D Printing processes, which strengthened our capability to manufacturecomplex part geometries quickly and accurately. Through our acquisition of RAPID in November 2017, we added quick-turn and e-commerce-enabledSheet Metal services to our portfolio and expanded our CNC Machining capabilities to support larger and more complex projects. As we continue toexpand the range of our existing process capabilities, we believe we will meet the needs of a broader set of product developers and engineers andconsequently convert a higher number of quotation requests into orders. Marketing Our global marketing effort generates prospects for our sales teams and seeks to strengthen our reputation as an industry leader in digitalmanufacturing services for custom prototyping and low-volume manufacturing. Since we are an agile, technology-based company, much of our marketingactivities occur online. We use marketing automation software to enhance the productivity of our marketing and sales teams and continuously track theresults of every campaign to ensure our return on investment. We maintain top-of-mind brand awareness with product developers and engineers through regular publication of technical information includingdesign guidelines and helpful tips, engineering white papers, educational webinars, quick videos, and a quarterly journal focused on important industrytopics. We also provide complimentary physical design aids to designers and engineers — as well as teachers and students — that highlight technicalaspects of injection molding to help create efficient, well-designed parts. We believe these educational materials are key aspects of our lead generationefforts. Marketing represents the face of Proto Labs, so it is our goal to actively and intelligently engage designers and engineers across multiplemediums — whether print, online, social media or in person. By doing this, we gain new customers, drive sales and build brand equity. Sales and Customer Service We maintain an internal sales team trained in the basics of part design and the capabilities of our manufacturing product lines, as well as the keyadvantages of our processes over alternate methods of custom parts manufacturing. We organize our sales team into complementary roles: businessdevelopment, account management and strategic account management, with the former focused on selling to new customer companies within targetedmarket segments and the latter two focused on expanding sales within existing customer companies. We believe our sales staff is adept at researching customer companies and networking to find additional product developers and engineers whomay have a need for our products. We also have a team of customer service engineers who can support highly technical engineering discussions withproduct developers and engineers as required during the sales process. Our revenue is generated from a diverse customer base, with no single customercompany representing more than 2% of our total revenue in 2018. Competition The market for custom parts manufacturing is fragmented, highly competitive and subject to rapid and significant technological change. Ourpotential competitors include: ●Captive in-house product manufacturing. Many larger companies undertaking product development have established additive rapidprototyping (3D printing), CNC machining, injection molding or sheet metal capabilities internally to support prototyping or manufacturingrequirements of their product developers and engineers. ●Other custom parts manufacturers. There are thousands of alternative manufacturing machine shops, injection molding suppliers, sheet metalfabricators, and 3D printing service bureaus and vendors worldwide. The size and scale of these businesses range from very small specialtyshops to large, high-volume production manufacturers. We believe that the key competitive factors in our industry include: ●Quality: dimensional accuracy, surface finish, material properties, color and cleanliness; ●Speed: turnaround time for quotations and parts; 10 Table of Contents ●Reliability: greater than 97% on-time delivery; ●Service: overall customer experience, from web interface to post-sales support; ●Capability: range of part sizes and dimensional complexities supported, variety of manufacturing processes offered, materials supported andpost-processing provided; ●Scale: ability to support thousands of part designs in parallel; ●Capacity: ability to manage peaks in demand with very short lead times and no minimum order quantities; and ●Price: mold and part pricing. We believe that our digital end-to-end manufacturing capability positions us favorably and has enabled us to become a leader in our markets. Wealso believe that substantially all of our current direct competitors are relatively small in terms of size of operations, revenue, number of customers andvolume of parts sold, and generally lack our technological capabilities. However, our industry is evolving rapidly and other companies, includingpotentially larger and more established companies with developed technological capabilities, may begin to focus on low volume, high mix custom partsmanufacturing. These companies could more directly compete with us, along with our existing competitors, and could also launch new products andproduct lines that we do not offer that may quickly gain market acceptance. Any of the foregoing could adversely affect our ability to attract customers. Intellectual Property We regard our patents, trademarks, service marks, trade dress, trade secrets, copyrights, domain names and other intellectual property as valuable toour business and rely on patent, trademark and copyright law, trade secret protection and confidentiality and/or license agreements with our employees,customers, vendors and others to protect our proprietary rights. We register our patents, trademarks and service marks in the United States and otherjurisdictions as we deem appropriate. As of December 31, 2018, we owned and had applications pending for patents relating to various aspects of ourquoting and manufacturing processes as follows: Jurisdiction IssuedPatents ApplicationsPending United States 18 11 United Kingdom 2 0 Germany 0 2 Our patents have expiration dates ranging from 2022 to 2032. We also owned approximately 20 registered and 3 pending United States trademarksor service marks as of December 31, 2018, with corresponding registered protection in Europe and Japan for the most important of these marks such asPROTO LABS, PROTOMOLD, FIRSTCUT, PROTOQUOTE, FIRSTQUOTE, PROTOFLOW and FINELINE, corresponding approved protection in Canadafor PROTO LABS, FIRSTCUT and FINELINE, and corresponding registered protection in Australia, Canada and Mexico for PROTOMOLD. There can beno assurance that the steps we take to protect our proprietary rights will be adequate or that third parties will not infringe or misappropriate such rights.We have been subject to claims and expect to be subject to legal proceedings and claims from time to time in the ordinary course of our business. Inparticular, we may face claims from third parties that we have infringed their patents, trademarks or other intellectual property rights. Such claims, even ifnot meritorious, could result in the expenditure of significant financial and managerial resources. Any unauthorized disclosure or use of our intellectualproperty could make it more expensive to do business and harm our operating results. Employees As of December 31, 2018 we had 2,487 full-time employees. We also regularly use independent contractors and other temporary employees acrossthe organization to augment our regular staff. We believe that our future success will depend in part on our continued ability to attract, hire and retainqualified personnel. Available Information Our principal executive offices are located at 5540 Pioneer Creek Drive, Maple Plain, Minnesota 55359 and our telephone number is (763) 479-3680. Our website address is www.protolabs.com. Information on our website does not constitute part of this Annual Report on Form 10-K or any otherreport we file or furnish with the SEC. We provide free access to various reports that we file with or furnish to the SEC through our website as soon asreasonably practicable after they have been filed or furnished. These reports include, but are not limited to, our Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports. Our SEC reports can be accessed through the investor relationssection of our website. 11 Table of Contents The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file informationelectronically with the SEC. The SEC’s website is www.sec.gov. Executive Officers of the Registrant Set forth below are the names of our current executive officers, their ages, titles, the year first appointed as an executive officer, and employment forthe past five years: Victoria M. Holt61President, Chief Executive Officer and DirectorRobert Bodor46Vice President/General Manager – AmericasJohn A. Way46Chief Financial Officer and Executive Vice President of DevelopmentArthur R. Baker III51Chief Technology OfficerDavid M. Fein50Chief Revenue OfficerBjoern Klaas49Vice President/General Manager and Managing Director – Europe, Middle East and Africa Executive officers of the Company are elected at the discretion of the board of directors with no fixed terms. There are no family relationshipsbetween or among any of the executive officers or directors of the Company. Victoria M. Holt. Ms. Holt has been our President and Chief Executive Officer since February 2014. Prior to joining Proto Labs, Ms. Holt served asPresident and Chief Executive Officer of Spartech Corporation, a leading producer of plastic sheet, compounds and packaging products, from September2010 until Spartech was purchased by PolyOne Corporation in March 2013. Ms. Holt also is a member of the Board of Directors of Waste Management,Inc. Robert Bodor. Dr. Bodor has served as our Vice President/General Manager - Americas since January 2015. From July 2013 to January 2015, Dr.Bodor served as our Chief Technology Officer. From December 2012 to June 2013, Dr. Bodor served as our Director of Business Development. Prior tojoining Proto Labs, from January 2011 to December 2012, Dr. Bodor held several roles at Honeywell, most recently leading SaaS business offerings forHoneywell’s Life Safety Division. John A. Way. Mr. Way has served as our Chief Financial Officer and Executive Vice President of Development since December 2014. From October2013 to September 2014, Mr. Way served as Chief Financial Officer of Univita Health Inc., a privately held home healthcare service provider. FromSeptember 2012 to July 2013, Mr. Way served as Chief Financial Officer of Virtual Radiologic, a global telemedicine company. From October 2002 toNovember 2012, Mr. Way worked in senior financial positions at several divisions within UnitedHealth Group, including Chief Financial Officer ofOptum Collaborative Care, SecureHorizons and OptumHealth. Arthur R. Baker III. Dr. Baker has been our Chief Technology Officer since May 2016. Prior to joining Proto Labs, Dr. Baker served as ChiefTechnology Officer of PaR Systems, a robotics and specialty machine tool builder. From 2005 to 2014, Dr. Baker held multiple positions at MTS Systems,including General Manager of the Test Division, Chief Technology Officer, and Vice President of Engineering and Operations. MTS Systems was a leaderin mechanical testing and simulation systems for automotive, aerospace, medical, civil-seismic and general research. David M. Fein. Mr. Fein has been our Chief Revenue Officer since December 2016. Prior to joining Proto Labs, Mr. Fein spent 16 years at PMC-Sierra, Inc., a semiconductor and software solutions provider for big data storage, optical transport networks and wireless infrastructure markets. Mostrecently, Mr. Fein served as Executive Vice President, Worldwide Sales from December 2014 until PMC-Sierra, Inc. was acquired by MicrosemiCorporation in January 2016. From November 2008 to November 2014, Mr. Fein served as Vice President, Sales for the Americas at PMC-Sierra. Bjoern Klaas. Mr. Klaas has led our company’s business in Europe, Middle East and Africa as the Vice President and Managing Director sinceDecember 2017. Prior to joining Proto Labs, Mr. Klaas held key positions with global polymer supplier PolyOne from 2012 to 2017, most recently as itsVice President and General Manager for its ColorMatrix Group headquartered in the United States. From 2008 to 2012, Mr. Klaas worked at Colorant-Chromatics, a global leader for high temperature polymer formulations, as the General Manager for the global business. 12 Table of Contents Item 1A. Risk Factors The following are the significant factors that could materially adversely affect our business, financial condition, or operating results, as well asadversely affect the value of an investment in our common stock. Risks Relating to Our Business We face significant competition and expect to face increasing competition in many aspects of our business, which could cause our operating results tosuffer. The market for custom parts manufacturing is fragmented and highly competitive. We compete for customers with a wide variety of custom partsmanufacturers and methods. Some of our current and potential competitors include captive in-house product lines, other custom parts manufacturers andalternative manufacturing vendors such as those utilizing 3D printing processes including stereolithography (SL), selective laser sintering (SLS), directmetal laser sintering (DMLS), PolyJet and Multi Jet Fusion (MJF). Moreover, some of our existing and potential competitors are researching, designing,developing and marketing other types of products and product lines. We also expect that future competition may arise from the development of allied orrelated techniques for custom parts manufacturing that are not encompassed by our patents, from the issuance of patents to other companies that mayinhibit our ability to develop certain products and from improvements to existing technologies. Furthermore, our competitors may attempt to adopt andimprove upon key aspects of our business model, such as development of technology that automates much of the manual labor conventionally required toquote and manufacture custom parts, implementation of interactive web-based and automated user interface and quoting systems and/or building scalableoperating models specifically designed for efficient custom production. Third-party CAD software companies may develop software that mold-makers,injection molders and CNC machine shops could use to compete with our business model. Additive manufacturers may develop stronger, highertemperature resins or introduce other improvements that could more effectively compete with us on part quality. We may also, from time to time, establishalliances or relationships with other competitors or potential competitors. To the extent companies terminate such relationships and establish alliancesand relationships with our competitors, our business could be harmed. Existing and potential competitors may have substantially greater financial, technical, marketing and sales, manufacturing, distribution and otherresources and name recognition than us, as well as experience and expertise in intellectual property rights and operating within certain internationallocations, any of which may enable them to compete effectively against us. Though we plan to continue to expend resources to develop new technologies, processes and product lines, we cannot assure you that we will beable to maintain our current position or continue to compete successfully against current and future sources of competition. Our challenge in developingnew products is finding product lines for which our automated quotation and manufacturing processes offer an attractive value proposition, and we maynot be able to find any new product lines with potential economies of scale similar to our existing product lines. If we do not keep pace withtechnological change and introduce new technologies, processes and product lines, the demand for our products and product lines may decline and ouroperating results may suffer. Our success depends on our ability to deliver products and product lines that meet the needs of product developers and engineers and to effectivelyrespond to changes in our industry. We derive almost all of our revenue from the manufacture and sale to product developers and engineers of quick-turn low volumes of custom partsfor prototyping, support of internal manufacturing and limited quantity product release. Our business has been, and, we believe, will continue to be,affected by changes in product developer and engineering requirements and preferences, rapid technological change, new product and product lineintroductions and the emergence of new standards and practices, any of which could render our technology, products and product lines less attractive,uneconomical or obsolete. To the extent that our customers’ need for quick-turn parts decreases significantly for any reason, it would likely have amaterial adverse effect on our business and operating results and harm our competitive position. In addition, CAD simulation and other technologies mayreduce the demand for physical prototype parts. Therefore, we believe that to remain competitive, we must continually expend resources to enhance andimprove our technology, product offerings and product lines. 13 Table of Contents In particular, we plan to increase our research and development efforts and to continue to focus a significant portion of those efforts to furtherdevelop our technology in areas such as our interactive user interface and manufacturing processes, potentially introduce new manufacturing processeswithin the research and development initiative we refer to as Protoworks, and broaden the range of parts that we are able to manufacture. We believesuccessful execution of this part of our business plan is critical for our ability to compete in our industry and grow our business, and there are noguarantees we will be able to do so in a timely fashion, or at all. Broadening the range of parts we offer is of particular importance since limitations inmanufacturability are the primary reason we are not able to fulfill many quotation requests. There are no guarantees that the resources devoted toexecuting on this aspect of our business plan will improve our business and operating results or result in increased demand for our products and productlines. Failures in this area could adversely impact our operating results and harm our reputation and brand. Even if we are successful in executing in theseareas, our industry is subject to rapid and significant technological change, and our competitors may develop new technologies, processes and productlines that are superior to ours. Our research and development costs were approximately $28.7 million, $23.6 million and $22.4 million for the years endedDecember 31, 2018, 2017 and 2016, respectively, and there is no guarantee that these costs will enable us to maintain or grow our revenue profitability.Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K foradditional discussion related to research and development costs. Any failure to properly meet the needs of product developers and engineers or respond to changes in our industry on a cost-effective and timelybasis, or at all, would likely have a material adverse effect on our business and operating results and harm our competitive position. Our failure to meet our product developers’ and engineers’ expectations regarding quick turnaround time would adversely affect our business andresults of operations. We believe many product developers and engineers are facing increased pressure from global competitors to be first to market with their finishedproducts, often resulting in a need for quick turnaround of custom parts. We believe our ability to quickly quote, manufacture and ship custom parts hasbeen an important factor in our results to date. There are no guarantees we will be able to meet product developers’ and engineers’ increasing expectationsregarding quick turnaround time, especially as we increase the scope of our operations. If we fail to meet our customers’ expectations regardingturnaround time in any given period, our business and results of operations will likely suffer. Our failure to meet our product developers’ and engineers’ price expectations would adversely affect our business and results of operations. Demand for our product lines is sensitive to price. We believe our competitive pricing has been an important factor in our results to date. Therefore,changes in our pricing strategies can have a significant impact on our business and ability to generate revenue. Many factors, including our productionand personnel costs and our competitors’ pricing and marketing strategies, can significantly impact our pricing strategies. If we fail to meet our customers’price expectations in any given period, demand for our products and product lines could be negatively impacted and our business and results ofoperations could suffer. Our failure to meet our product developers’ and engineers’ quality specifications would adversely affect our business and results of operations. We believe many product developers and engineers have a need for specific quality of quick-turn, on-demand custom parts. We believe our abilityto create parts with the specifications of the product developers and engineers is an important factor in our results to date. If we fail to meet our customers’specifications in any given period, demand for our products and product lines could be negatively impacted and our business and results of operationscould suffer. The strength of our brand is important to our business, and any failure to maintain and enhance our brand would hurt our ability to retain and expandour customer base as well as further penetrate existing customers. Since our products and product lines are sold primarily through our websites, the success of our business depends upon our ability to attract newand repeat customers to our websites in order to increase business and grow our revenue. Customer awareness and the perceived value of our brand willdepend largely on the success of our marketing efforts, as well as our ability to consistently provide quality custom parts within the required timeframesand positive customer experiences, which we may not do successfully. A primary component of our business strategy is the continued promotion andstrengthening of our brand, and we have incurred and plan to continue to incur substantial expense related to advertising and other marketing effortsdirected toward enhancing our brand. We have initiated marketing efforts through social media, but this method of marketing may not be successful andsubjects us to a greater risk of inconsistent messaging and bad publicity. We may choose to increase our branding expense materially, but we cannot besure that this investment will be profitable. If we are unable to successfully maintain and enhance our brand, this could have a negative impact on ourbusiness and ability to generate revenue. 14 Table of Contents Our business depends in part on our ability to process a large volume of new part designs from a diverse group of product developers and engineers andsuccessfully identify significant opportunities for our business based on those submissions. We believe the volume of new part designs we process and the size and diversity of our customer base give us valuable insight into the needs of ourprospective customers. We utilize this industry knowledge to determine where we should focus our development resources. If the number of new partdesigns we process or the size and diversity of our customer base decrease, our ability to successfully identify significant opportunities for our businessand meet the needs of product developers and engineers could be negatively impacted. In addition, even if we do continue to process a large number ofnew part designs and work with a significant and diverse customer base, there are no guarantees that any industry knowledge we extract from thoseinteractions will be successfully utilized to help us identify significant business opportunities or better understand the needs of product developers andengineers. The loss of one or more key members of our management team or personnel, or our failure to attract, integrate and retain additional personnel in thefuture, could harm our business and negatively affect our ability to successfully grow our business. We are highly dependent upon the continued service and performance of the key members of our management team and other personnel. The lossof any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt ouroperations and significantly delay or prevent the achievement of our business objectives. We believe that our future success will also depend in part onour continued ability to identify, hire, train and motivate qualified personnel. A possible shortage of qualified individuals in the regions where we operatemight require us to pay increased compensation to attract and retain key employees, thereby increasing our costs. In addition, we face intense competitionfor qualified individuals from numerous companies, many of whom have substantially greater financial and other resources and name recognition than us.We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing operational, managerial and otherrequirements, or we may be required to pay increased compensation in order to do so. Our failure to attract, hire, integrate and retain qualified personnelcould impair our ability to achieve our business objectives. If we fail to grow our business as anticipated, our net sales, gross margin and operating margin will be adversely affected. We are attempting to grow our business substantially. To this end, we have made and expect to continue to make significant investments in ourbusiness, including investments in our infrastructure, technology, and marketing and sales efforts. These investments include dedicated facilitiesexpansion and increased staffing, both domestic and international. If our business does not generate the level of revenue required to support ourinvestment, our net sales and profitability will be adversely affected. If we are unable to manage our growth and expand our operations successfully, our reputation and brand may be damaged, and our business andresults of operations may be harmed. Over the past several years, we have experienced rapid growth. For example, we have grown from 1,077 full-time employees as of January 1, 2015to 2,487 full-time employees as of December 31, 2018. We have expanded internationally, including establishing manufacturing operations in Europe in2005 and Japan in 2009. In 2014, we expanded our product lines with 3D Printing through our acquisition of FineLine. In 2015, we expanded ourmanufacturing operations and our 3D Printing product lines in Europe through our acquisition of Alphaform. In 2017, we expanded our product lines toinclude Sheet Metal through our acquisition of RAPID. We expect this growth to continue and the number of countries and facilities from which weoperate to increase in the future. Our ability to effectively manage our anticipated growth and expansion of our operations will require us to do, amongother things, the following: •enhance our operational, financial and management controls and infrastructure, human resource policies, and reporting systems andprocedures, in particular as we continue to operate as a global organization; •effectively scale our operations, including accurately predicting the need for floor space, equipment, and additional staffing; •successfully identify, recruit, hire, train, maintain, motivate and integrate additional employees; and •expand our international resources. These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employeeresources. Furthermore, our growth, combined with the geographical dispersion of our operations, has placed, and will continue to place, a strain on ouroperational, financial and management infrastructure. Our future financial performance and our ability to execute on our business plan will depend, inpart, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timelymanner, or at all. Our failure to effectively manage growth and expansion could have a material adverse effect on our business, results of operations,financial condition, prospects, and reputation and brand, including impairing our ability to perform to our customers’ expectations. 15 Table of Contents We may not timely and effectively scale and adapt our existing technology, processes and infrastructure to meet the needs of our business. A key element to our continued growth is the ability to quickly and efficiently quote an increasing number of product developer and engineersubmissions across geographic regions and to manufacture the related parts. This will require us to timely and effectively scale and adapt our existingtechnology, processes and infrastructure to meet the needs of our business. With respect to our websites and quoting technology, it may becomeincreasingly difficult to maintain and improve their performance, especially during periods of heavy usage and as our solutions become more complexand our user traffic increases across geographic regions. Similarly, our manufacturing automation technology may not enable us to process the largenumbers of unique designs and efficiently manufacture the related parts in a timely fashion to meet the needs of product developers and engineers as ourbusiness continues to grow. Any failure in our ability to timely and effectively scale and adapt our existing technology, processes and infrastructure couldnegatively impact our ability to retain existing customers and attract new customers, damage our reputation and brand, result in lost revenue, andotherwise substantially harm our business and results of operations. Numerous factors may cause us not to maintain the revenue growth that we have historically experienced. Although our revenue has grown over the past five years from $209.6 million for the year ended December 31, 2014 to $445.6 million for the yearended December 31, 2018, we may not be able to maintain our historical rate of revenue growth. We believe that our continued revenue growth willdepend on many factors, a number of which are out of our control, including among others, our ability to: •retain and further penetrate existing customer companies, as well as attract new customer companies; •consistently execute on custom part orders in a manner that satisfies product developers’ and engineers’ needs and provides them with asuperior experience; •develop new technologies or manufacturing processes and broaden the range of parts we offer; •successfully execute on our international strategy and expand into new geographic markets; •capitalize on product developer and engineer expectations for access to comprehensive, user-friendly e-commerce capabilities 24 hours perday, 7 days per week; •increase the strength and awareness of our brand across geographic regions; •respond to changes in product developer and engineer needs, technology and our industry; •react to challenges from existing and new competitors; and •respond to an economic recession which negatively impacts manufacturers' ability to innovate and bring new products to market. We cannot assure you that we will be successful in addressing the factors above and continuing to grow our business and revenue. Our operating results and financial condition may fluctuate on a quarterly and annual basis. Our operating results and financial condition may fluctuate from quarter to quarter and year to year, and are likely to continue to vary due to anumber of factors, some of which are outside of our control. In addition, our actual or projected operating results may fail to match our past performance.These events could in turn cause the market price of our common stock to fluctuate. If our operating results do not meet the expectations of securitiesanalysts or investors, who may derive their expectations by extrapolating data from recent historical operating results, the market price of our commonstock will likely decline. Our operating results and financial condition may fluctuate due to a number of factors, including those listed below and those identified throughoutthis “Risk Factors” section: •the development of new competitive systems or processes by others; •the entry of new competitors into our market, whether by established companies or by new companies; 16 Table of Contents •changes in the size and complexity of our organization, including our international operations; •levels of sales of our products and product lines to new and existing customers; •the geographic distribution of our sales; •changes in product developer and engineer preferences or needs; •changes in the amount that we invest to develop, acquire or license new technologies and processes, which we anticipate will generallyincrease and may fluctuate in the future; •delays between our expenditures to develop, acquire or license new technologies and processes, and the generation of sales related thereto; •our ability to timely and effectively scale our business during periods of sequential quarterly or annual growth; •limitations or delays in our ability to reduce our expenses during periods of declining sequential quarterly or annual revenue; •changes in our pricing policies or those of our competitors, including our responses to price competition; •changes in the amount we spend in our marketing and other efforts; •unexpected increases in expenses as compared to our related accounting accruals or operating plan; •the volatile global economy; •general economic and industry conditions that affect customer demand and product development trends; •interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes orother operations; •changes in accounting rules and tax and other laws; and •plant shutdowns due to a health pandemic or weather conditions. Due to all of the foregoing factors and the other risks discussed in this “Risk Factors” section, you should not rely on quarter-to-quarter or year-to-year comparisons of our operating results as an indicator of future performance. Interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or otheroperations could damage our reputation and brand and substantially harm our business and results of operations. The satisfactory performance, reliability, consistency, security and availability of our websites and interactive user interface, informationtechnology systems, manufacturing processes and other operations are critical to our reputation and brand, and to our ability to effectively service productdevelopers and engineers. Any interruptions or other problems that cause any of our websites, interactive user interface or information technology systemsto malfunction or be unavailable, or negatively impact our manufacturing processes or other operations, may damage our reputation and brand, result inlost revenue, cause us to incur significant costs seeking to remedy the problem and otherwise substantially harm our business and results of operations. A number of factors or events could cause such interruptions or problems, including among others: human and software errors, design faults,challenges associated with upgrades, changes or new facets of our business, power loss, telecommunication failures, fire, flood, extreme weather, politicalinstability, acts of terrorism, war, break-ins and security breaches, contract disputes, labor strikes and other workforce-related issues, capacity constraintsdue to an unusually large number of product developers and engineers accessing our websites or ordering parts at the same time, and other similar events.These risks are augmented by the fact that our customers come to us largely for our quick-turn manufacturing capabilities and that accessibility andturnaround speed are often of critical importance to these product developers and engineers. We are dependent upon our facilities through which wesatisfy all of our production demands and in which we house all of the computer hardware necessary to operate our websites and systems as well asmanagerial, customer service, sales, marketing and other similar functions, and we have not identified alternatives to these facilities or established fullyredundant systems in multiple locations. However, we have back-up computing systems for each of our United States, European and Japanese operations.In addition, we are dependent in part on third parties for the implementation and maintenance of certain aspects of our communications and productionsystems, and therefore preventing, identifying and rectifying problems with these aspects of our systems is to a large extent outside of our control. 17 Table of Contents Moreover, the business interruption insurance that we carry may not be sufficient to compensate us for the potentially significant losses, includingthe potential harm to the future growth of our business that may result from interruptions in our product lines as a result of system failures. We store confidential customer information in our systems that, if breached or otherwise subjected to unauthorized access, may harm our reputation orbrand or expose us to liability. Our system stores, processes and transmits our customers’ confidential information, including the intellectual property in their part designs andother sensitive data. We rely on encryption, authentication and other technologies licensed from third parties, as well as administrative and physicalsafeguards, to secure such confidential information. Any compromise of our information security could damage our reputation and brand and expose us toa risk of loss, costly litigation and liability that would substantially harm our business and operating results. We may not have adequately assessed theinternal and external risks posed to the security of our company’s systems and information and may not have implemented adequate preventativesafeguards or take adequate reactionary measures in the event of a security incident. In addition, most states have enacted laws requiring companies tonotify individuals and often state authorities of data security breaches involving their personal data. These mandatory disclosures regarding a securitybreach often lead to widespread negative publicity, which may cause our existing and prospective customers to lose confidence in the effectiveness of ourdata security measures. Any security breach, whether successful or not, would harm our reputation and brand and could cause the loss of customers. Aspects of our business are subject to privacy, data use and data security regulations, which may impact the way we use data to target customers. Privacy and security laws and regulations may limit the use and disclosure of certain information and require us to adopt certain cybersecurity anddata handling practices that may affect our ability to effectively market our services to current, past or prospective customers. In many jurisdictionsconsumers must be notified in the event of a data security breach, and such notification requirements continue to increase in scope and cost. The changingprivacy laws in the United States, Europe and elsewhere—including the General Data Protection Regulation (GDPR) in the European Union, whichbecame effective May 25, 2018, and the California Consumer Privacy Act of 2018, which was enacted on June 28, 2018 and will become effective onJanuary 1, 2020—create new individual privacy rights and impose increased obligations, including disclosure obligations, on companies handlingpersonal data. The impact of these continuously evolving laws and regulations could have a material adverse effect on the way we use data to digitallymarket and pursue our customers. Global economic conditions may harm our ability to do business, increase our costs and negatively affect our stock price. The prospects for economic growth in the United States and other countries remain uncertain and could worsen. Economic concerns and otherissues such as reduced access to capital for businesses may cause product developers and engineers to further delay or reduce the product developmentprojects that our business supports. Given the continued uncertainty concerning the global economy, we face risks that may arise from financialdifficulties experienced by our suppliers, product developers and engineers and other related risks to our business. 18 Table of Contents Political and economic uncertainty arising from the outcome of the United Kingdom’s referendum on its membership in the European Union couldadversely affect our business and results of operations. On June 23, 2016, the United Kingdom (UK) held a referendum in which voters approved a withdrawal from the European Union (EU), commonlyreferred to as “Brexit,” and in March 2017, notified the EU that it intended to exit as provided in Article 50 of the Treaty on European Union. The terms ofthe withdrawal are subject to ongoing negotiation that has created significant uncertainty about the future relationship between the UK and the EU. It ispossible that the level of economic activity in this region will be adversely impacted and that there will be increased regulatory and legal complexities,including those relating to tax, trade, security and employees. In addition, Brexit could lead to economic uncertainty, including significant volatility inglobal stock markets and currency exchange rates, which may adversely impact our business. Although the specific terms and the timeframe of thenegotiations are unknown, it is possible that these changes could adversely affect our business and results of operations. We operate a global business that exposes us to additional risks. We have established our operations in the United States, Europe and Japan and are seeking to further expand our international operations. As ofDecember 31, 2018, we had sold products into approximately 60 countries. In addition to English, our website is available in British English, French,German, Italian, Japanese and Spanish. Our international revenue accounted for approximately 21%, 24% and 25% of our total revenue in the years endedDecember 31, 2018, 2017 and 2016, respectively. The future growth and profitability of our international business is subject to a variety of risks anduncertainties. Many of the following factors have adversely affected our international operations and sales to customers located outside of the UnitedStates and may again in the future: •difficulties in staffing and managing foreign operations, particularly in new geographic locations; •challenges in providing solutions across a significant distance, in different languages and among different cultures; •rapid changes in government, economic and political policies and conditions, political or civil unrest or instability, terrorism or epidemics,and other similar outbreaks or events; •economic uncertainty, including significant volatility in global stock markets and currency exchange rates, resulting from Brexit; •fluctuations in foreign currency exchange rates; •differences in product developer and engineer preferences and means of procuring parts; •compliance with and changes in foreign laws and regulations, as well as U.S. laws affecting the activities of U.S. companies abroad, includingthose associated with export controls, tariffs and embargoes, other trade restrictions and antitrust and data privacy concerns; •different, complex and changing laws governing intellectual property rights, sometimes affording companies lesser protection in certain areas; •differing levels of use of the Internet or 3D CAD software; •seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and holiday season; •higher costs of doing business internationally; •interruptions resulting from any events affecting raw material supply or manufacturing capabilities abroad; •protectionist laws and business practices that favor local producers and service providers; •taxation; •energy costs; •restrictions imposed by local labor practices and laws on our business and operations; •workforce uncertainty in countries where labor unrest is more common than in the United States; •transportation delays; and •increased payment risk and higher levels of payment fraud. 19 Table of Contents Our business depends on product developers’ and engineers’ demand for our product lines, the general economic health of current and prospectivecustomers, and companies’ desire or ability to make investments in new products. A deterioration of global, regional or local political, economic or socialconditions could affect potential customers in ways that reduce demand for our product lines, disrupt our manufacturing and sales plans and efforts orotherwise negatively impact our business. Acts of terrorism, wars, public health issues and increased energy costs could disrupt commerce in ways thatcould impair our ability to get products to our customers and increase our manufacturing and delivery costs. We have not undertaken hedgingtransactions to cover our foreign currency exposure, and changes in foreign currency exchange rates may negatively impact reported revenue andexpenses. In addition, our sales are often made on unsecured credit terms, and a deterioration of political, economic or social conditions in a givencountry or region could reduce or eliminate our ability to collect accounts receivable in that country or region. In any of these events, our results ofoperations could be materially and adversely affected. If a natural or man-made disaster strikes any of our manufacturing facilities, we will be unable to manufacture our products for a substantial amountof time and our sales will decline. We manufacture all of our products in 12 manufacturing facilities, located in Maple Plain, Minnesota; Rosemount, Minnesota; Plymouth,Minnesota; Brooklyn Park, Minnesota; Cary, North Carolina; Nashua, New Hampshire (3 facilities); Telford, United Kingdom; Feldkirchen, Germany;Eschenlohe, Germany; and Zama, Kanagawa, Japan. These facilities and the manufacturing equipment we use would be costly to replace and couldrequire substantial lead time to repair or replace. Our facilities may be harmed by natural or man-made disasters, including, without limitation,earthquakes, floods, tornadoes, fires, hurricanes, tsunamis and nuclear disasters. In the event any of our facilities are affected by a disaster, we may: •be unable to meet the shipping deadlines of our customers; •experience disruptions in our ability to process submissions and generate quotations, manufacture and ship parts, provide marketing and salessupport and customer service, and otherwise operate our business, any of which could negatively impact our business; •be forced to rely on third-party manufacturers; •need to expend significant capital and other resources to address any damage caused by the disaster; and •lose customers and be unable to regain those customers. Although we possess insurance for damage to our property and the disruption of our business from casualties, this insurance may not be sufficientto cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. If our present single or limited source suppliers become unavailable or inadequate, our customer relationships, results of operations and financialcondition may be adversely affected. We acquire substantially all of the manufacturing equipment and certain of our materials that are critical to the ongoing operation and futuregrowth of our business from just a few third parties. We do not have long-term supply contracts with any of our suppliers and operate on a purchase-orderbasis. While most manufacturing equipment and materials for our products are available from multiple suppliers, certain of those items are only availablefrom single or limited sources. Should any of our present single or limited source suppliers for manufacturing equipment or materials become unavailableor inadequate, or impose terms unacceptable to us such as increased pricing terms, we could be required to spend a significant amount of time and expenseto develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. Natural disasters, such as hurricanes,may affect our supply of materials, particularly resins, from time to time, and we may purchase larger amounts of certain materials in anticipation of futureshortages or increases in pricing. In addition, if we were unable to find a suitable supplier for a particular type of manufacturing equipment or material, wecould be required to modify our existing business processes and offerings to accommodate the situation. As a result, the loss of a single or limited sourcesupplier could adversely affect our relationship with our customers and our results of operations and financial condition. We may not be able to adequately protect or enforce our intellectual property rights, which could impair our competitive position. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We rely primarily on patents,licenses, trademarks and trade secrets, as well as non-disclosure agreements and other methods, to protect our proprietary technologies and processesglobally. Despite our efforts to protect our proprietary technologies and processes, it is possible that competitors or other unauthorized third parties mayobtain, copy, use or disclose our technologies and processes. We cannot assure you that any of our existing or future patents will not be challenged,invalidated or circumvented. As such, any rights granted under these patents may not provide us with meaningful protection. We may not be able toobtain foreign patents corresponding to our United States patents. Even if foreign patents are granted, effective enforcement in foreign countries may notbe available. If our patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer product linessimilar to ours. Our competitors may also be able to develop similar technology independently or design around our patents. Any of the foregoing eventswould lead to increased competition and lower revenue or gross margin, which would adversely affect our net income. 20 Table of Contents We may be subject to infringement claims. We may be subject to intellectual property infringement claims from individuals, vendors and other companies who have acquired or developedpatents in the fields of injection molding, CNC machining, 3D printing, sheet metal or part production for purposes of developing competing products orfor the sole purpose of asserting claims against us. Any claims that our products or processes infringe the intellectual property rights of others, regardlessof the merit or resolution of such claims, could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibitor otherwise impair our ability to commercialize new or existing products. If we are unable to effectively defend our processes, our market share, sales andprofitability could be adversely impacted. Our failure to expand our intellectual property portfolio could adversely affect the growth of our business and results of operations. Expansion of our intellectual property portfolio is one of the available methods of growing our revenue and our profits. This involves a complexand costly set of activities with uncertain outcomes. Our ability to obtain patents and other intellectual property can be adversely affected by insufficientinventiveness of our employees, by changes in intellectual property laws, treaties, and regulations, and by judicial and administrative interpretations ofthose laws, treaties and regulations. Our ability to expand our intellectual property portfolio could also be adversely affected by the lack of valuableintellectual property for sale or license at affordable prices. There is no assurance that we will be able to obtain valuable intellectual property in thejurisdictions where we and our competitors operate or that we will be able to use or license that intellectual property. We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to ourbusiness and reputation and brand. The prototype parts we manufacture and the parts we manufacture in low volumes may contain undetected defects or errors that are not discovereduntil after the products have been installed and used by customers. This could result in claims from customers or others, damage to our business andreputation and brand, or significant costs to correct the defect or error. We attempt to include provisions in our agreements with customers that are designed to limit our exposure to potential liability for damages arisingfrom defects or errors in our products. However, it is possible that these limitations may not be effective as a result of unfavorable judicial decisions orlaws enacted in the future. The sale and support of our products entails the risk of product liability claims. Any product liability claim brought against us, regardless of itsmerit, could result in material expense, diversion of management time and attention, damage to our business and reputation and brand, and cause us to failto retain existing customers or to fail to attract new customers. Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations couldsubstantially harm our business and results of operations. We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce.Existing and future laws and regulations may impede the growth of the Internet or other online services. These regulations and laws may cover taxation,restrictions on imports and exports, customs, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and othercommunications, consumer protection, the provision of online payment services, broadband residential Internet access and the characteristics and qualityof products and product lines. It is not clear how existing laws governing issues such as property use and ownership, sales and other taxes, fraud, libel andpersonal privacy apply to the Internet and e-commerce, especially where these laws were adopted prior to the advent of the Internet and do notcontemplate or address the unique issues raised by the Internet or e-commerce. Those laws that do reference the Internet are being interpreted by the courtsand their applicability and reach are therefore uncertain. The costs of compliance with these regulations may increase in the future as a result of changes inthe regulations or the interpretation of them. Further, any failures on our part to comply with these regulations may subject us to significant liabilities.Those current and future laws and regulations or unfavorable resolution of these issues may substantially harm our business and results of operations. Changes in, or interpretation of, tax rules and regulations may impact our effective tax rate and future profitability. We are a multinational company based in the United States and subject to tax in multiple tax jurisdictions, both domestic and abroad. Our futureeffective tax rates could be adversely affected by changes in statutory tax rates or interpretation of tax rules, including those set forth in the Tax Cuts andJobs Act enacted in 2017, and regulations in jurisdictions in which we do business, changes in the amount of revenue or earnings in the countries withvarying statutory tax rates, or by changes in the valuation of deferred tax assets and liabilities. 21 Table of Contents In addition, we are subject to audits and examinations of previously filed income tax returns by the Internal Revenue Service, or IRS, and otherdomestic and foreign tax authorities. We regularly assess the potential impact of such examinations to determine the adequacy of our provision forincome taxes and have reserved for potential adjustments that may result from the current examinations. We believe such estimates to be reasonable;however, there is no assurance that the final determination of any examination will not have an adverse effect on our operating results and financialposition. We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges,including the need to complement our growth strategy, increase market share in our current markets or expand into other markets, or broaden ourtechnology, intellectual property or product line capabilities. Accordingly, we may need to engage in equity or debt financings to secure additionalfunds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significantdilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debtfinancing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters,which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not beable to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to uswhen we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and ourbusiness may be harmed. Any acquisition, strategic relationship, joint venture or investment could disrupt our business and harm our operating results and financial condition. Our business and our customer base have been built primarily through organic growth. However, from time to time, we may selectively pursueacquisitions, strategic relationships, joint ventures or investments that we believe may allow us to complement our growth strategy, increase market sharein our current markets or expand into other markets, or broaden our technology, intellectual property or product line capabilities. For example, in April2014, we acquired FineLine to enable us to offer our customers 3D printing manufacturing processes; in October 2015, we acquired Alphaform to enableus to expand our 3D printing capabilities in Europe, and in November 2017, we acquired RAPID to enable us to offer our customers Sheet Metal andexpand our CNC Machining processes. We cannot forecast the number, timing or size of any future acquisitions or other similar strategic transactions, orthe effect that any such transactions might have on our operating or financial results. We have limited experience engaging in these types of transactions.Such transactions may be complex, time consuming and expensive, and may present numerous challenges and risks including: •an acquired company, asset or technology not furthering our business strategy as anticipated; •difficulties entering and competing in new product or geographic markets and increased competition, including price competition; •integration challenges; •challenges in working with strategic partners and resolving any related disagreements or disputes; •high valuation for a company, asset or technology, or changes in the economic or market conditions or assumptions underlying our decision tomake an acquisition; •significant problems or liabilities, including increased intellectual property and employment related litigation exposure, associated withacquired businesses, assets or technologies; •acquisition of a significant amount of goodwill, which could result in future impairment charges that would reduce our earnings; and •requirements to record substantial charges and amortization expense related to certain purchased intangible assets, deferred stockcompensation and other items, as well as other charges or expenses. Any one of these challenges or risks could impair our ability to realize any benefit from our acquisitions, strategic relationships, joint ventures orinvestments after we have expended resources on them, as well as divert our management’s attention. Any failure to successfully address these challengesor risks could disrupt our business and harm our operating results and financial condition. Moreover, any such transaction may not be viewed favorablyby investors or stakeholders. 22 Table of Contents In addition, from time to time we may enter into negotiations for acquisitions, relationships, joint ventures or investments that are not ultimatelyconsummated. These negotiations could result in significant diversion of management time, as well as substantial out-of-pocket costs. Our business involves the use of hazardous materials, and we and our suppliers must comply with environmental laws and regulations, which can beexpensive and restrict how we do business. Our business involves the controlled storage, use and disposal of hazardous materials. We and our suppliers are subject to federal, state and local aswell as foreign laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. Although we believethat the safety procedures utilized by us and our suppliers for handling and disposing of these materials comply with the standards prescribed by theselaws and regulations, we cannot eliminate the risk of accidental contamination or injury from these materials. In the event of an accident, state, federal orforeign authorities may curtail the use of these materials and interrupt our business operations. We do not currently maintain hazardous materialsinsurance coverage. If we are subject to any liability as a result of activities involving hazardous materials, our business and financial condition may beadversely affected and our reputation and brand may be harmed. If we are unable to meet regulatory quality standards applicable to our manufacturing and quality processes for the parts we manufacture, ourbusiness, financial condition or operating results could be harmed. As a manufacturer of CNC-machined and injection-molded custom parts, we comply with certain regulatory standards, including InternationalOrganization for Standardization, or ISO, 9001:2015 for our manufacturing facilities in Minnesota. In North Carolina, we comply with the ISO 9001:2015standard for our plastics manufacturing and the AS9100D standard for our metals manufacturing. In New Hampshire, we comply with the ISO 9001:2015and the AS9100D standards for our CNC-machined and sheet metal. We are also able to meet regulatory standards ISO 9001:2008 at our manufacturingfacilities in Feldkirchen, Germany and Eschenlohe, Germany. We also meet regulatory standard ISO 13485 at our manufacturing facility in Eschenlohe,Germany and regulatory standard ISO 14001 at our manufacturing facility in Feldkirchen, Germany. We are also able to meet regulatory standards ISO9001, ISO 14001 and ISO 27001 in Japan. If any regulatory inspection reveals that we are not in compliance with applicable standards, regulators maytake action against us, including issuing a warning letter, imposing fines on us, requiring a recall of the parts we manufactured or closing ourmanufacturing facilities. If any of these actions were to occur, it could harm our reputation as well as our business, financial condition and operatingresults. In addition, we may need to obtain additional certifications in the future and there are no guarantees we would be able to do so on a timely basis, ifat all. Moreover, obtaining and maintaining required regulatory certifications can be costly and divert management’s attention. We are subject to payment-related risks. We accept payments using a variety of methods, including credit card, customer invoicing, physical bank check and payment upon delivery. As weoffer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For certain paymentmethods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lowerprofitability. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards or electronic checks,and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment cardassociation operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make itdifficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees andlose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of onlinepayments, and our business and operating results could be adversely affected. 23 Table of Contents Risks Relating to Ownership of Our Common Stock Our stock price has been and may continue to be volatile. In the year ended December 31, 2018, our common stock traded as high as $165.00 and as low as $102.02. The market for our common stock maybecome less active, liquid or orderly, which could depress the trading price of our common stock. Some of the factors, many of which are outside of ourcontrol, that may cause the market price of our common stock to fluctuate include: •fluctuations in our financial condition and operating results; •our ability to retain and attract customers and increase net sales; •pricing pressures due to competition or otherwise and changes in gross margins; •changes in general economic and market conditions, economic uncertainty and changes in product development activity levels; •announcements by us or our competitors of technological innovations or new product or product lines offerings or significant acquisitions; •timing, effectiveness, and costs of expansion and upgrades of our offerings, systems and infrastructure; •changes in key personnel; •success in entry into new markets and expansion efforts; •the public’s response to press releases or other public announcements by us or third parties, including our filings with the Securities andExchange Commission and announcements relating to litigation; •the projections we may provide to the public, any changes in these projections or our failure to meet these projections; •the issuance of new or updated research or reports by any securities or industry analysts who follow our common stock, changes in analysts’financial estimates or ratings, and failure of securities analysts to initiate or maintain coverage of our common stock; •changes in the market valuations of similar companies; •significant lawsuits, including patent or shareholder litigation; •changes in laws or regulations applicable to us; •changes in accounting principles; •the sustainability of an active trading market for our common stock; •future sales of our common stock by us or our shareholders, including sales by our officers, directors and significant shareholders; •share price and volume fluctuations attributable to inconsistent trading levels of our shares; and •other events or factors, including those resulting from war, acts of terrorism, natural disasters or responses to these events. In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market pricesof equity securities of many companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. Ifwe were to become involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be divertedfrom our business. 24 Table of Contents If securities or industry analysts publish inaccurate or unfavorable research or reports about our business, our stock price and trading volume coulddecline. The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or ourbusiness. We do not have any control over these analysts. If one or more of the analysts who covers us downgrades our common stock, changes theiropinion of our shares or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of theseanalysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease and we could lose visibility in thefinancial markets, which could cause our stock price and trading volume to decline. Our failure to maintain proper and effective internal controls over financial reporting and otherwise comply with Section 404 of the Sarbanes-OxleyAct or prevent or detect misstatements in our financial statements in the future could harm our business and cause a decrease in our stock price. Ensuring that we have internal financial and accounting controls and procedures adequate to produce accurate financial statements on a timelybasis is a costly and time-consuming effort that needs to be re-evaluated frequently. The Sarbanes-Oxley Act requires, among other things, that wemaintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we are required to perform annual systemand process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accountingfirm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. If we are not ableto comply with the requirements of Section 404 in the future, or if we fail to prevent or detect misstatements in the financial statements we include in ourreports filed with the SEC, our business could be harmed and the market price of our common stock could decline. Anti-takeover provisions in our charter documents and Minnesota law might discourage or delay acquisition attempts for us that you might considerfavorable. Our Third Amended and Restated Articles of Incorporation, as amended, and Amended and Restated By-Laws contain provisions that may makethe acquisition of our company more difficult without the approval of our board of directors. These provisions: •permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as our board maydesignate, including the right to approve an acquisition or other change in our control; •provide that the authorized number of directors may be changed by resolution of the board of directors; •provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote ofa majority of directors then in office, even if less than a quorum; •provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at ameeting of shareholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of ashareholder’s notice; and •do not provide for cumulative voting rights. We are subject to the provisions of Section 302A.673 of the Minnesota Statutes, which regulates business combinations. Section 302A.673generally prohibits any business combination by an issuing public corporation, or any of its subsidiaries, with an interested shareholder, which means anyshareholder that purchases 10% or more of the corporation’s voting shares within four years following the date the person became an interestedshareholder, unless the business combination is approved by a committee composed solely of one or more disinterested members of the corporation’sboard of directors before the date the person became an interested shareholder. These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of our company, even if doing sowould benefit our shareholders. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to electdirectors of your choosing and to cause us to take other corporate actions you desire. We do not expect to pay any cash dividends for the foreseeable future. We have never declared or paid any cash dividends on our common stock, and we do not anticipate that we will pay any such cash dividends forthe foreseeable future. We anticipate that we will retain all of our future earnings for use in the business and for general corporate purposes. Anydetermination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financialcondition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. 25 Table of Contents Item 1B. Unresolved Staff Comments None. Item 2. Properties We believe that our facilities are well maintained and of sufficient capacity to support our current operations. We have facilities in the followingregions: United States Our corporate headquarters are located in Maple Plain, Minnesota in a facility we own encompassing approximately 95,000 square feet of officespace. We also own a nearby facility encompassing approximately 35,000 square feet of manufacturing space. We own a facility in Rosemount,Minnesota that encompasses approximately 130,000 square feet of manufacturing and office space. We also own a facility in Plymouth, Minnesota thatencompasses approximately 170,000 square feet of manufacturing and office space. We recently purchased a facility in Brooklyn Park, Minnesota thatencompasses approximately 215,000 square feet of manufacturing and office space. We own a facility in Cary, North Carolina that encompasses approximately 77,000 square feet of manufacturing and office space. In November 2017, we purchased RAPID and assumed the leases of three facilities in Nashua, New Hampshire. The three facilities we lease totalapproximately 146,000 square feet of manufacturing and office space. The leases expire at various times from 2019 to 2022. Europe Our European operations are headquartered in Telford, United Kingdom in a facility we own encompassing approximately 126,000 square feet ofoffice and manufacturing space. We also lease office space in the United Kingdom; Mosbach, Germany; Le Bourget du Lac, France; Novara, Italy and Nacka, Sweden, for sales,customer service and technical support staff. The leases expire at various times from 2019 to 2025. In October 2015, we purchased Alphaform,headquartered in Feldkirchen (Munich), Germany. As a result of the acquisition, we lease manufacturing and office facilities encompassing approximately60,000 square feet in Feldkirchen, Germany and approximately 22,000 square feet in Eschenlohe, Germany. The leases expire at various times from 2019to 2028. Japan Our Japan operations are headquartered in Zama, Kanagawa, Japan (southwest of Tokyo). In 2016, we moved into a new leased facilityencompassing approximately 96,000 square feet of office and manufacturing space. The lease expires in April 2023. 26 Table of Contents Item 3. 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 theresults of litigation and claims cannot be predicted with certainty, as of the date of this Annual Report on Form 10-K, we do not believe we are party toany litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a materialadverse effect on our business. Item 4. Mine Safety Disclosures Not applicable. 27 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock has traded on the New York Stock Exchange (NYSE) under the symbol “PRLB” since February 24, 2012. Prior to that date, therewas no public market for our common stock. As of February 15, 2019, we had 10 holders of record of our common stock. The actual number of shareholders is greater than this number of recordholders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. We have never declared or paid any cash dividends on our capital stock and we do not intend to pay cash dividends on our common stock for theforeseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend onthen-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and otherfactors our board of directors may deem relevant. Outstanding Equity Awards The following table summarizes, as of December 31, 2018, information about shares of our common stock that may be issued under equitycompensation plans approved by shareholders and plans not approved by shareholders: Plan Category Number of shares tobe issued uponexercise ofoutstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of sharesremaining availablefor future issuanceunder equitycompensation plans(excluding shares infirst column) Equity compensation plans approved byshareholders(1) 622,250 $64.71 6,354,388(2) Equity compensation plans not approved byshareholders None N/A None (1)Includes the 2000 Stock Option Plan, the 2012 Long-Term Incentive Plan and our Employee Stock Purchase Plan.(2)Includes 1,210,445 shares remaining available for issuance as of December 31, 2018 under our Employee Stock Purchase Plan. 28 Table of Contents Performance Graph The following graph shows a comparison from December 31, 2013 through December 31, 2018 of the cumulative total return for our common stock,the S&P 500 Index and the Russell 2000 Index. We have selected the Russell 2000 Index because the Russell 2000 Index measures the performance of thesmall market capitalization segment of U.S. equity instruments and we are a member company included in the Russell 2000 Index. Such returns are basedon historical results and are not intended to suggest future performance. Data for the S&P 500 Index and the Russell 2000 Index assume reinvestment ofdividends. Index 12/31/13 06/30/14 12/31/14 06/30/15 12/31/15 06/30/16 12/31/16 06/30/17 12/31/17 06/30/18 12/31/18 Proto Labs,Inc. 100.00 115.09 94.35 94.80 89.48 80.87 72.14 94.48 144.70 167.11 158.46 S&P 500 100.00 106.05 111.39 111.62 110.58 113.55 121.13 131.11 144.65 147.07 135.63 Russell2000 100.00 102.52 103.53 107.76 97.62 98.99 116.63 121.63 131.96 141.20 115.89 29 Table of Contents Unregistered Sales of Equity Securities and Issuer Purchases of Equity Securities 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 theopen market or in privately negotiated purchases, at an aggregate purchase price of up to $50 million. The timing and amount of any share repurchaseswill be determined by our management based on market conditions and other factors. The term of the program runs through December 31, 2021. Period Total Number ofShares Purchased Average PricePaid per Share Total Number ofSharesPurchasedas Part ofPubliclyAnnounced Plansor Programs Maximum DollarValue of Sharesthat May Yet BePurchased Underthe Plans orPrograms (inthousands) (1) October 1, 2018 through October 31, 2018 7,500 $116.95 7,500 $44,715 November 1, 2018 through November 30, 2018 54,098 $121.58 54,098 $38,138 December 1, 2018 through December 31, 2018 43,000 $110.98 43,000 $33,366 104,598 $116.89 104,598 $33,366 (1) Effective February 9, 2017 the Board of Directors authorized the repurchase of shares of the Company’s common stock from time to time on the openmarket or in privately negotiated purchases, at an aggregate purchase price of up to $50 million. The term of the program runs through December 31,2021. During the year ended December 31, 2018, we repurchased 104,598 shares at an average price of $116.89 per share for an aggregate purchase priceof $12.2 million. We have $33.4 million remaining under this authorization. Item 6. Selected Financial Data The following tables set forth selected consolidated financial data for the periods and at the dates indicated. The selected consolidated statementsof comprehensive income data for the years ended December 31, 2018, 2017 and 2016 and selected consolidated balance sheets data as of December 31,2018 and 2017 are derived from our audited consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of thisAnnual Report on Form 10-K. The selected consolidated statements of comprehensive income data for the years ended December 31, 2015 and 2014 andselected consolidated balance sheet data as of December 31, 2016, 2015 and 2014 are derived from our audited consolidated financial statements notincluded in this report. 30 Table of Contents The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read thisselected consolidated financial data in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” and the consolidated financial statements and related notes appearing in Item 8. “Financial Statements and Supplementary Data” of thisAnnual Report on Form 10-K. Year Ended December 31, (in thousands, except share and per share amounts) 2018 2017 2016 2015 2014 Consolidated Statements of Comprehensive Income Data Revenue $445,596 $344,490 $298,055 $264,106 $209,583 Cost of revenue 206,917 150,648 131,118 109,703 81,182 Gross profit 238,679 193,842 166,937 154,403 128,401 Operating expenses: Marketing and sales 68,533 56,856 46,131 39,188 29,144 Research and development 28,735 23,560 22,388 18,350 16,607 General and administrative 52,513 41,200 36,651 29,716 22,122 Total operating expenses 149,781 121,616 105,170 87,254 67,873 Income from operations 88,898 72,226 61,767 67,149 60,528 Other income, net 2,757 2,209 2,454 712 3 Income before income taxes 91,655 74,435 64,221 67,861 60,531 Provision for income taxes 15,067 22,657 21,514 21,347 18,896 Net income $76,588 $51,778 $42,707 $46,514 $41,635 Net income per share(1) Basic $2.84 $1.94 $1.62 $1.79 $1.62 Diluted $2.81 $1.93 $1.61 $1.77 $1.60 Weighted average shares outstanding(1) Basic 26,982,614 26,647,610 26,365,173 26,005,858 25,692,699 Diluted 27,278,816 26,845,071 26,564,639 26,320,284 26,100,320 Other comprehensive income (loss) (net of tax) Foreign currency translation adjustments $(3,258) $5,519 $(5,541) $(2,283) $(1,838)Comprehensive income $73,330 $57,297 $37,166 $44,231 $39,797 (1)See Note 3 of Notes to Consolidated Financial Statements for an explanation of the method used to calculate net income per basic and dilutedshare attributable to common shareholders and weighted average shares outstanding for the years ended December 31, 2018, 2017, and 2016,respectively. Stock-based compensation expense included in the statements of comprehensive income data above is as follows: Year Ended December 31, (in thousands) 2018 2017 2016 2015 2014 Stock options and grants $10,113 $7,954 $6,177 $5,580 $4,386 Employee stock purchase plan 815 604 598 502 423 Total stock-based compensation expense $10,928 $8,558 $6,775 $6,082 $4,809 Cost of revenue $1,543 $970 $691 $513 $386 Operating expenses: Marketing and sales 1,942 1,429 977 1,074 927 Research and development 1,517 1,091 1,396 1,285 1,048 General and administrative 5,926 5,068 3,711 3,210 2,448 Total stock-based compensation expense $10,928 $8,558 $6,775 $6,082 $4,809 Year Ended December 31, (in thousands) 2018 2017 2016 2015 2014 Consolidated Balance Sheets Data Cash and cash equivalents $85,046 $36,707 $68,795 $47,653 $43,329 Working capital 162,628 121,249 134,357 111,740 89,102 Total assets 618,985 518,738 414,241 361,036 287,031 Total liabilities 77,488 57,523 34,408 33,391 21,492 Total shareholders' equity $541,497 $461,215 $379,833 $327,645 $265,539 31 Table of Contents Item 7. 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 the consolidatedfinancial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-lookingstatements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward- looking statements as aresult of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Overview We are an e-commerce driven digital manufacturer of quick-turn, on-demand injection-molded, CNC-machined, 3D-printed and sheet metal-fabricated custom parts for prototyping and short-run production. We provide custom parts to product developers and engineers worldwide, who are underincreasing pressure to bring their finished products to market faster than their competition. We believe custom parts manufacturing has historically beenan underserved market due to the inefficiencies inherent in the quotation, equipment set-up and non-recurring engineering processes required to producecustom parts. Our proprietary technology eliminates most of the time-consuming and expensive skilled labor conventionally required to quote andmanufacture parts in low volumes, and our customers conduct nearly all of their business with us over the Internet. We target our product lines to themillions of product developers and engineers who use 3D CAD software to design products across a diverse range of end markets. Our primarymanufacturing product lines currently include Injection Molding, CNC Machining, 3D Printing and Sheet Metal. We have experienced significant growth since our inception. Since we first introduced our Injection Molding product line in 1999, we havesteadily expanded the size and geometric complexity of the injection-molded parts we are able to manufacture, and we continue to extend the diversity ofmaterials we are able to support. Similarly, since first introducing our CNC Machining product line in 2007, we have expanded the range of part sizes,design geometries and materials we can support. In 2014, we acquired FineLine Prototyping, Inc. (FineLine) to expand the number of process types weoffer to include stereolithography (SL), selective laser sintering (SLS) and direct metal laser sintering (DMLS). In 2017, we acquired RAPID to expand thenumber of process types we offer to include sheet metal fabrication and expand our CNC machining capability. We also continually seek to enhance otheraspects of our technology and manufacturing processes, including our interactive web-based and automated user interface and quoting system. We intendto continue to invest significantly to enhance our technology and manufacturing processes and expand the range of our existing capabilities with the aimof meeting the needs of a broader set of customers. As a result of the factors described above, many of our customers tend to return to Proto Labs to meettheir ongoing needs, with approximately 91%, 89% and 86% of our revenue in 2018, 2017 and 2016, respectively, derived from existing customers. We have established our operations in the United States, Europe and Japan, which we believe are three of the largest geographic markets whereproduct developers and engineers are located. We entered the European market in 2005, launched operations in Japan in late 2009 and further expandedinto Europe through our acquisition of Alphaform in 2015 and the United States through our acquisition of RAPID in November 2017. As of December31, 2018, we had sold products into approximately 60 countries. Our revenue outside of the United States accounted for approximately 21%, 24% and25% of our consolidated revenue in the years ended December 31, 2018, 2017 and 2016, respectively. We intend to continue to expand our internationalsales efforts and believe opportunities exist to serve the needs of product developers and engineers in select new geographic regions. We have grown our total revenue from $209.6 million in 2014 to $445.6 million in 2018. During this period, our operating expenses increasedfrom $67.9 million in 2014 to $149.8 million in 2018. We have grown our income from operations from $60.5 million in 2014 to $88.9 million in 2018.Our recent growth in revenue and income from operations has been accompanied by increased cost of revenues and operating expenses. We expect toincrease investment in our operations to support anticipated future growth as discussed more fully below. In addition, we believe that a number of trends affecting our industry have affected our results of operations and may continue to do so. Forexample, we believe that many of our target product developer and engineer customers are facing three mega trends, which are disrupting product growthmodels. We believe our customers are facing increased pressure to shorten product life-cycles, to embed products with internet of things technology, andto deliver products that are personalized and customized to unique customer specifications. We believe we continue to be well positioned to benefit fromthese trends, given our proprietary technology that enables us to automate and integrate the majority of activities involved in procuring custom parts.While our business may be positively affected by these trends, our results may also be favorably or unfavorably impacted by other trends that affectproduct developer and engineer orders for custom parts in low volumes, including, among others, changes in product developer and engineer preferencesor needs, developments in our industry and among our competitors, and factors impacting new product development volume such as economicconditions. For a more complete discussion of the risks facing our business, see Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. 32 Table of Contents 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 InjectionMolding, CNC Machining, 3D Printing and Sheet Metal product lines. Injection Molding revenue consists of sales of custom injection molds andinjection-molded parts. CNC Machining revenue consists of sales of CNC-machined custom parts. 3D Printing revenue consists of sales of 3D-printedparts. Sheet Metal revenue consists of sales of fabricated sheet metal custom parts. Our revenue is generated from a diverse customer base, with no singlecustomer company representing more than 2% of our total revenue in 2018. Our historical and current efforts to increase revenue have been directed atgaining new customers and selling to our existing customer base by increasing marketing and selling activities, including: •the introduction of our 3D Printing product line through our acquisition of FineLine in 2014; •expanding 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 in 2017; •continuously improving the usability of our product lines such as our web-centric applications; and •expanding the breadth and scope of our products by adding more sizes and materials to our offerings. During 2018, we served 45,968 unique product developers and engineers who purchased our products through our web-based customer interface,an increase of 22.5% over the same period in 2017. During 2017, we served 37,538 unique product developers and engineers who purchased our products through our web-based customer interface,an increase of 19.3% over the same period in 2016. During 2016, we served 31,457 unique product developers and engineers who purchased our products through our web-based customer interface,an increase of 15.5% over the same period in 2015. The 2016 information does not include 3D Printing and Injection Molding customers resulting fromthe Alphaform acquisition who do not utilize our web-based interface. Cost of Revenue, Gross Profit and Gross Margin Cost of revenue consists primarily of raw materials, equipment depreciation, employee compensation, benefits, stock-based compensation, facilitiescosts and overhead allocations associated with the manufacturing process for molds and custom parts. We expect cost of revenue to increase in absolutedollars, but remain relatively constant as a percentage of total revenue. Our business model requires that we invest in our capacity well in advance of demand to ensure we can fulfill the expectations for quick delivery ofour products to our customers. Therefore, during each of 2018, 2017 and 2016 we made significant investments in additional factory space,equipment, and infrastructure in the United States. We also made significant investments in infrastructure in Europe in 2017 and significant investmentsin additional factory space in Japan in 2016. We expect to continue to grow in future periods, which will result in the need for additional investments infactory space and equipment. We expect that these additional costs for factory and equipment expansion can be absorbed by revenue growth, and allowgross margins by product line to remain relatively consistent over time. 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. Ourgross profit and gross margin are affected by many factors, including our mix of revenue by product line, pricing, sales volume and manufacturing costs,the costs associated with increasing production capacity, the mix between domestic and foreign revenue sources and foreign exchange rates. 33 Table of Contents Operating Expenses Operating expenses consist of marketing and sales, research and development and general and administrative expenses. Personnel-related costs arethe most significant component in each of these categories. Our recent growth in operating expenses is mainly due to higher headcounts to support our growth and expansion, and we expect that trend tocontinue. 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, weanticipate 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-basedcompensation, marketing programs such as electronic, print and pay-per-click advertising, trade shows and other related overhead. We expect sales andmarketing expense to increase in the future as we increase the number of marketing and sales professionals and marketing programs targeted to increaseour customer base and grow revenue. Research and development. Research and development expense consists primarily of personnel and outside service costs related to thedevelopment of new processes and product lines, enhancement of existing product lines, software developed for internal use, maintenance of internallydeveloped software, quality assurance and testing. Costs for internal use software are evaluated by project and capitalized where appropriate underAccounting Standards Codification (ASC) 350-40, Intangibles — Goodwill and Other, Internal-Use Software. We expect research and developmentexpense to increase in the future as we seek to enhance and expand our product line offerings and supporting business systems. General and administrative. General and administrative expense consists primarily of employee compensation, benefits, stock-basedcompensation, professional service fees related to accounting, tax and legal and other related overhead. We expect general and administrative expense toincrease 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 foreigncurrency-related gains and losses will vary depending upon movements in underlying exchange rates. Our interest income will vary each reporting perioddepending on our average cash balances during the period, composition of our marketable security portfolio and the current level of interest rates. Provision for Income Taxes Provision for income taxes is comprised of federal, state, local and foreign taxes based on pre-tax income. On December 22, 2017, the Tax Cuts andJobs Act was signed into law in the United States. As a result, many provisions will affect our tax rate in future years. Some provisions, such as thereduction to the U.S. corporate tax rate from 35% to 21%, beginning in 2018, will likely reduce our effective tax rate in future years. Other provisionstaken in isolation, such as the elimination of the Domestic Production Activities Deduction, will likely result in an increase to our tax rate. Overall, weanticipate our effective tax rate will be lower in 2018 and beyond than in recent periods based on the current tax laws. 34 Table of Contents Results of Operations The following table summarizes our results of operations and the related changes for the periods indicated. The results below are not necessarilyindicative of the results for future periods. Year Ended Year Ended December 31, Change December 31, Change (dollars in thousands) 2018 2017 $ % 2017 2016 $ % Revenue $445,596 100.0% $344,490 100.0% $101,106 29.3 $344,490 100.0% $298,055 100.0% $46,435 15.6 Cost of revenue 206,917 46.4 150,648 43.7 56,269 37.4 150,648 43.7 131,118 44.0 19,530 14.9 Gross profit 238,679 53.6 193,842 56.3 44,837 23.1 193,842 56.3 166,937 56.0 26,905 16.1 Operating expenses: Marketing and sales 68,533 15.4 56,856 16.5 11,677 20.5 56,856 16.5 46,131 15.5 10,725 23.2 Research anddevelopment 28,735 6.4 23,560 6.8 5,175 22.0 23,560 6.8 22,388 7.5 1,172 5.2 General andadministrative 52,513 11.8 41,200 12.0 11,313 27.5 41,200 12.0 36,651 12.3 4,549 12.4 Total operatingexpenses 149,781 33.6 121,616 35.3 28,165 23.2 121,616 35.3 105,170 35.3 16,446 15.6 Income from operations 88,898 20.0 72,226 21.0 16,672 23.1 72,226 21.0 61,767 20.7 10,459 16.9 Other income, net 2,757 0.6 2,209 0.6 548 24.8 2,209 0.6 2,454 0.8 (245) (10.0)Income before incometaxes 91,655 20.6 74,435 21.6 17,220 23.1 74,435 21.6 64,221 21.5 10,214 15.9 Provision for incometaxes 15,067 3.4 22,657 6.6 (7,590) (33.5) 22,657 6.6 21,514 7.2 1,143 5.3 Net income $76,588 17.2% $51,778 15.0% $24,810 47.9% $51,778 15.0% $42,707 14.3% $9,071 21.2% Stock-based compensation expense included in the statements of comprehensive income data above is as follows: Year Ended December 31, (dollars in thousands) 2018 2017 2016 Stock options and grants $10,113 $7,954 $6,177 Employee stock purchase plan 815 604 598 Total stock-based compensation expense $10,928 $8,558 $6,775 Cost of revenue $1,543 $970 $691 Operating expenses: Marketing and sales 1,942 1,429 977 Research and development 1,517 1,091 1,396 General and administrative 5,926 5,068 3,711 Total stock-based compensation expense $10,928 $8,558 $6,775 Comparison of Years Ended December 31, 2018 and 2017 Revenue Revenue by reportable segment and the related changes for 2018 and 2017 is summarized as follows: Year Ended December 31, 2018 2017 Change (dollars in thousands) $ % of TotalRevenue $ % of TotalRevenue $ % Revenue United States $350,535 78.7% $263,086 76.4% $87,449 33.2%Europe 80,889 18.2 70,154 20.4 10,735 15.3 Japan 14,172 3.1 11,250 3.2 2,922 26.0 Total revenue $445,596 100.0% $344,490 100.0% $101,106 29.3% Our revenue increased $101.1 million, or 29.3%, for 2018 compared with 2017. By reportable segment, revenue in the United States increased$87.4 million, or 33.2%, for 2018 compared with 2017. Revenue growth in the United States was partially attributable to the acquisition of RAPID inNovember 2017. Revenue in Europe increased $10.7 million, or 15.3%, for 2018 compared with 2017. Revenue in Japan increased $2.9 million, or 26.0%, for 2018 compared with 2017. 35 Table of Contents Our revenue growth in 2018 was primarily driven by an increased volume of the product developers and engineers we served. During 2018, weserved 45,968 unique product developers and engineers, an increase of 22.5% over 2017. Average revenue per product developer or engineer increased6% during 2018 as compared to 2017 due to changes in the mix of products purchased by our customers. Our revenue increases were primarily driven by increases in sales personnel and marketing activities. Our sales personnel focus on gaining newcustomer accounts and expanding the depth and breadth of existing customer accounts. Our marketing personnel focus on marketing activities that haveproven to generate the greatest number of customer leads to support sales activity. International revenue increased by $3.5 million in 2018 compared to2017 as a result of foreign currency movements, primarily the strengthening of the Euro relative to the United States dollar. Revenue by product line and the related changes for 2018 and 2017 is summarized as follows: Year Ended December 31, 2018 2017 Change (dollars in thousands) $ % of TotalRevenue $ % of TotalRevenue $ % Revenue Injection Molding $210,523 47.2% $194,432 56.4% $16,091 8.3%CNC Machining 153,521 34.5 103,739 30.1 49,782 48.0 3D Printing 53,342 12.0 43,329 12.6 10,013 23.1 Sheet Metal 24,998 5.6 1,767 0.5 23,231 * Other Revenue 3,212 0.7 1,223 0.4 1,989 * Total revenue $445,596 100.0% $344,490 100.0% $101,106 29.3% *Percentage change not meaningful By product line, our revenue growth was driven by an 8.3% increase in Injection Molding revenue, a 48.0% increase in CNC Machining revenueand a 23.1% increase in 3D Printing revenue, as well as a $23.2 million increase in Sheet Metal revenue and a $2.0 million increase in Other Revenue, ineach case for 2018 compared with 2017. Our November 2017 acquisition of RAPID added the Sheet Metal product line, expanded our CNC Machiningproduct line and contributed to Other Revenue. Cost of Revenue, Gross Profit and Gross Margin Cost of Revenue. Cost of revenue increased $56.3 million, or 37.4%, for 2018 compared to 2017, which was faster than the rate of revenue increaseof 29.3% for 2018 compared to 2017. The increase in cost of revenue resulted from the growth of the business, including via the RAPID acquisition, andwas due to raw material and production cost increases of $16.6 million to support increased sales volumes, an increase in direct labor headcount resultingin personnel and related cost increases of $30.8 million and equipment and facility-related cost increases of $8.9 million. Gross Profit and Gross Margin. Gross profit increased from $193.8 million in 2017 to $238.7 million in 2018 primarily due to an increase inrevenue. Gross margin decreased from 56.3% of revenue in 2017 to 53.6% of revenue in 2018 primarily due to the timing and mix of revenue, with theRAPID acquisition and CNC facility relocation in the United States being the primary drivers of the reduction in gross margin. Income from Operations Income from operations increased $16.7 million, or 23.1%, for 2018 compared with 2017. By reportable segment, income from operations for theUnited States, Europe and Corporate Unallocated and Japan increased 17.0%, 30.8% and 10.9%, respectively, as a percentage of revenue for 2018compared with 2017. Operating Expenses Marketing and Sales. Marketing and sales expense increased $11.7 million, or 20.5%, for 2018 compared to 2017 due to an increase in headcountresulting in personnel and related cost increases of $10.0 million and marketing program cost increases of $1.7 million. The increase in marketingprogram costs is the result of our focus on funding those programs that have proven to be the most effective in growing our business. Research and Development. Our research and development expense increased $5.2 million, or 22.0%, for 2018 compared to 2017 due to anincrease in headcount resulting in personnel and related cost increases of $4.9 million and professional services cost increases of $0.6 million, which werepartially offset by a decrease in operating cost of $0.3 million. 36 Table of Contents General and Administrative. Our general and administrative expense increased $11.3 million, or 27.5%, for 2018 compared to 2017 due to anincrease in headcount resulting in personnel and related cost increases of $2.4 million, stock- based compensation cost increases of $0.9 million,administrative cost increases of $5.3 million and amortization cost increases of $2.7 million. Other Income, Net and Provision for Income Taxes Other Income, Net. We recognized other income, net of $2.8 million in 2018, an increase of $0.6 million compared to other income, net of $2.2million for 2017. Other income, net for 2018 primarily consisted of $1.7 million in interest income on investments, a $0.7 million gain on our sale ofRAPID Wire & Cable, LLC and a $0.4 million gain on foreign currency. Other income, net for 2017 primarily consisted of $1.5 million in interest incomeon investments, a $0.4 million favorable legal settlement and a $0.3 million gain on foreign currency. Provision for Income Taxes. Our income tax provision decreased by $7.6 million for 2018 compared to 2017. The decrease in the provision isprimarily due to the Tax Cuts and Jobs Act that went into effect in 2018 and benefits from the vesting of restricted stock and the exercise of stockoptions. Our effective tax rate of 16.4% for 2018 decreased 14.0% compared to 30.4% for the same period in 2017. Comparison of Years Ended December 31, 2017 and 2016 Revenue Revenue by reportable segment and the related changes for 2017 and 2016 is summarized as follows: Year Ended December 31, 2017 2016 Change (dollars in thousands) $ % of TotalRevenue $ % of TotalRevenue $ % Revenue United States $263,086 76.4% $223,930 75.1% $39,156 17.5%Europe 70,154 20.4 63,365 21.3 6,789 10.7 Japan 11,250 3.2 10,760 3.6 490 4.6 Total revenue $344,490 100.0% $298,055 100.0% $46,435 15.6% Our revenue increased $46.4 million, or 15.6%, for 2017 compared with 2016. By reportable segment, revenue in the United States increased $39.2million, or 17.5%, for 2017 compared with 2016. Revenue growth in the United States was partially attributable to the acquisition of RAPID in November2017, which contributed $3.6 million in revenue. Excluding RAPID, revenue in the United States increased $35.6 million, or 15.9%, for 2017 comparedwith 2016. Revenue in Europe increased $6.8 million, or 10.7%, for 2017 compared with 2016. Revenue in Japan increased $0.5 million, or 4.6%, for 2017compared with 2016. Our revenue growth in 2017 was the result of increased volume of the product developers and engineers we served. During 2017, we served 37,538unique product developers and engineers, an increase of 19.3% over 2016. Average revenue per product developer or engineer remained relativelyconsistent during 2017 as compared to 2016. Our revenue increases were primarily driven by increases in sales personnel and marketing activities. Our sales personnel focus on gaining newcustomer accounts and expanding the depth and breadth of existing customer accounts. Our marketing personnel focus on marketing activities that haveproven to result in the greatest number of customer leads to support sales activity. The impact on international revenue in 2017 compared to 2016 as aresult of foreign currency movements was not material. 37 Table of Contents Revenue by product line and the related changes for 2017 and 2016 is summarized as follows: Year Ended December 31, 2017 2016 Change (dollars in thousands) $ % of TotalRevenue $ % of TotalRevenue $ % Revenue Injection Molding $194,432 56.4% $175,974 59.0% $18,458 10.5%CNC Machining 103,739 30.1 81,407 27.3 22,332 27.4 3D Printing 43,329 12.6 37,847 12.7 5,482 14.5 Sheet Metal 1,767 0.5 - - 1,767 100.0 Other Revenue 1,223 0.4 2,827 1.0 (1,604) (56.7)Total revenue $344,490 100.0% $298,055 100.0% $46,435 15.6% By product line, our revenue growth was driven by a 10.5% increase in Injection Molding revenue, a 27.4% increase in CNC Machining revenueand a 14.5% increase in 3D Printing revenue, in each case for 2017 compared with 2016, which was partially offset by a $1.6 million decrease in OtherProduct revenue. As a result of our acquisition of RAPID in November 2017, we experienced a $1.8 million increase in Sheet Metal revenue, a $1.7million increase in CNC Machining revenue and a $0.2 million increase in Other Product revenue. Cost of Revenue, Gross Profit and Gross Margin Cost of Revenue. Cost of revenue increased $19.5 million, or 14.9%, for 2017 compared to 2016, which was slower than the rate of revenue increaseof 15.6% for 2017 compared to 2016 reflecting the realization of productivity improvements. The increase in cost of revenue resulted from the growth ofthe business, including via the RAPID acquisition, and was due to raw material and production cost increases of $5.6 million to support increased salesvolumes, an increase in direct labor headcount resulting in personnel and related cost increases of $12.7 million and equipment and facility-related costincreases of $1.2 million. Gross Profit and Gross Margin. Gross profit increased from $166.9 million in 2016 to $193.8 million in 2017 primarily due to an increase inrevenue growth. Gross margin increased from 56.0% of revenue in 2016 to 56.3% of revenue in 2017 primarily due to increases in revenue and realizationof manufacturing productivity improvements. Income from Operations Income from operations increased $10.5 million, or 16.9%, for 2017 compared with 2016. By reportable segment, income from operations for theUnited States and Europe increased 15.5% and 10.2%, respectively, as a percentage of revenue for 2017 compared with 2016. Income from operations forCorporate Unallocated and Japan decreased 11.6% as a percentage of revenue for 2017 compared with 2016. Operating Expenses Marketing and Sales. Marketing and sales expense increased $10.7 million, or 23.2%, for 2017 compared to 2016 due to an increase in headcountresulting in personnel and related cost increases of $10.3 million and marketing program cost increases of $0.4 million. The increase in marketingprogram costs is the result of our focus on funding those programs that have proven to be the most effective in growing our business. Research and Development. Our research and development expense increased $1.2 million, or 5.2%, for 2017 compared to 2016 due to an increasein headcount resulting in personnel and related cost increases of $0.9 million and other operating cost increases of $0.3 million. General and Administrative. Our general and administrative expense increased $4.5 million, or 12.4%, for 2017 compared to 2016 due to anincrease in headcount resulting in personnel and related cost increases of $4.0 million, professional service cost increases of $0.4 million primarily relatedto outside legal and accounting services, and stock-based compensation cost increases of $1.3 million, partially offset by a decrease in facility andadministrative costs of $1.2 million resulting from $0.8 million of non-recurring costs related to facility moves and vacating leases in 2016. Other Income, Net and Provision for Income Taxes Other Income, Net. We recognized other income, net of $2.2 million in 2017, a decrease of $0.3 million compared to other income, net of $2.5million for 2016. Other income, net decreased primarily due to a decrease of $1.1 million in foreign currency exchange gains, which were partially offsetby a $0.4 million favorable legal settlement in the second quarter of 2017 and an increase of $0.5 million in interest income on investments. 38 Table of Contents Provision for Income Taxes. Our income tax provision increased by $1.1 million for 2017 compared to 2016. This was the result of a significantincrease to taxable income along with a tax provision for the transition tax that was part of the Tax Cuts and Jobs Act. Partially offsetting these taxincreases was a tax benefit recorded to reflect the decrease to the valuation of our deferred tax liabilities caused by the U.S. corporate income tax ratereduction. As a result of this decrease to the valuation of deferred tax liability, our effective tax rate decreased to 30.4% in 2017 from 33.4% in 2016. Selected Quarterly Results of Operations Data The following tables set forth selected unaudited quarterly results of operations data for 2018 and 2017. This unaudited quarterly information hasbeen prepared on the same basis as our annual audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K andincludes all adjustments, consisting only of normal recurring adjustments, that we consider necessary to present fairly the financial information for thefiscal quarters presented. The quarterly data should be read in conjunction with our selected financial data and consolidated financial statements and therelated notes appearing elsewhere in this Annual Report on Form 10-K. Operating results for any quarter are not necessarily indicative of results for a full-year period, and the historical results presented below are not necessarily indicative of the results to be expected in any future period. Three Months Ended (in thousands, except share andper share amounts) Dec. 31,2018 Sep. 30,2018 Jun. 30,2018 Mar. 31,2018 Dec. 31,2017 Sep. 30,2017 Jun. 30,2017 Mar. 31,2017 (unaudited) Consolidated Statements ofComprehensive Income Data: Revenue $112,769 $115,430 $109,652 $107,745 $94,178 $88,105 $82,040 $80,167 Cost of revenue 53,614 53,027 50,439 49,837 41,290 38,793 35,671 34,894 Gross profit 59,155 62,403 59,213 57,908 52,888 49,312 46,369 45,273 Operating expenses: Marketing and sales 17,586 16,818 17,557 16,572 15,393 13,846 14,630 12,987 Research and development 7,580 7,458 7,032 6,665 5,776 5,877 6,084 5,823 General and administrative 13,834 13,096 12,640 12,943 12,944 10,222 9,253 8,781 Total operating expenses 39,000 37,372 37,229 36,180 34,113 29,945 29,967 27,591 Income from operations 20,155 25,031 21,984 21,728 18,775 19,367 16,402 17,682 Other income (expense), net 1,381 390 808 178 430 291 1,173 315 Income before income taxes 21,536 25,421 22,792 21,906 19,205 19,658 17,575 17,997 Provision for income taxes 2,250 4,484 4,478 3,855 4,933 6,438 5,489 5,797 Net income $19,286 $20,937 $18,314 $18,051 $14,272 $13,220 $12,086 $12,200 Net income per share: Basic $0.71 $0.77 $0.68 $0.67 $0.53 $0.50 $0.46 $0.46 Diluted $0.71 $0.77 $0.67 $0.66 $0.53 $0.49 $0.45 $0.46 Shares used to compute netincome per share: Basic 27,040,207 27,038,585 26,972,990 26,879,388 26,705,909 26,617,349 26,541,978 26,466,731 Diluted 27,311,988 27,337,886 27,274,882 27,197,099 27,009,017 26,802,034 26,649,152 26,599,200 39 Table of Contents Liquidity and Capital Resources Cash Flows The following table summarizes our cash flows for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, (dollars in thousands) 2018 2017 2016 Net cash provided by operating activities $122,929 $81,748 $77,499 Net cash used in investing activities (63,281) (123,975) (60,755)Net cash (used in) provided by financing activities (10,438) 9,192 5,315 Effect of exchange rates on cash and cash equivalents (871) 947 (917)Net increase in cash and cash equivalents $48,339 $(32,088) $21,142 Sources of Liquidity We finance our operations and capital expenditures through cash flow from operations. We had cash and cash equivalents of $85.0 million as ofDecember 31, 2018, an increase of $48.3 million from December 31, 2017. The increase in our cash was due primarily to cash generated throughoperations. We had cash and cash equivalents of $36.7 million as of December 31, 2017, a decrease of $32.1 million from December 31, 2016. Thedecrease in our cash was due primarily to the acquisition of RAPID in November 2017. We had cash and cash equivalents of $68.8 million as of December31, 2016, an increase of $21.1 million from December 31, 2015. The increase in our cash was due primarily to cash generated through operations. As of December 31, 2018, the amount of cash and cash equivalents held by foreign subsidiaries was $46.9 million. The Tax Cuts and Jobs Actimposes a transition tax on foreign earnings previously treated as permanently reinvested, resulting in an increase to our U.S. tax liability. However, ourintent is to continue to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate them to fund ourdomestic operations. We believe that our existing cash and cash equivalents together with cash generated from operations will be sufficient to meet ourworking capital expenditure requirements for at least the next 12 months. Cash Flows from Operating Activities Cash flow from operating activities of $122.9 million during 2018 primarily consisted of net income of $76.6 million, adjusted for certain non-cashitems, including depreciation and amortization of $26.8 million, stock-based compensation expense of $10.9 million and deferred taxes of $11.9 million,which were partially offset by changes in operating assets and liabilities and other items totaling $3.3 million. The cash flow from operating activitiesduring 2018 compared to 2017 increased $41.2 million due to increases in net income of $24.8 million, increases in stock-based compensation expense of$2.4 million driven by an increased level of equity grants to employees, increases in depreciation and amortization of $8.3 million driven by an increasein capital investments and increases in deferred taxes of $10.8 million. These increases were partially offset by changes in operating assets and liabilitiesand other items of $5.1 million. Cash flow from operating activities of $81.8 million during 2017 primarily consisted of net income of $51.8 million, adjusted for certain non-cashitems, including depreciation and amortization of $18.5 million, stock-based compensation expense of $8.6 million and changes in operating assets andliabilities and other items totaling $2.9 million. The cash flow from operating activities during 2017 compared to 2016 increased $4.2 million due toincreases in net income of $9.0 million, increases in stock-based compensation expense of $1.8 million driven by an increased level of equity grants toemployees and increases in depreciation and amortization of $1.0 million driven by an increase in capital investments. These increases were partiallyoffset by decreases to deferred taxes of $1.6 million, amortization of held-to-maturity securities of $0.1 million and changes in operating assets andliabilities of $5.9 million. Cash flow from operating activities of $77.5 million during 2016 primarily consisted of net income of $42.7 million, adjusted for certain non-cashitems, including depreciation and amortization of $17.5 million, stock-based compensation expense of $6.8 million, deferred taxes of $2.8 million, losson impairment of assets of $0.5 million and amortization of held-to-maturity securities of $1.2 million. The cash flow from operating activities during2016 compared to 2015 increased $13.4 million due to changes in operating assets and liabilities of $14.0 million, increases in depreciation andamortization of $3.4 million driven by an increase in capital investments, stock-based compensation expense of $0.7 million driven by an increased levelof equity grants to employees, loss on impairment of assets of $0.5 million driven by the decision to exit certain product lines, and a $0.3 million of gainfrom the Alphaform acquisition in 2015 that did not recur. These increases were partially offset by a decrease in net income of $3.8 million, a decrease indeferred taxes of $0.1 million, a decrease in amortization of held-to-maturity securities of $0.1 million, as well as other adjustments of $1.5 millionprimarily related to unrealized gains on the translation of foreign currency denominated cash. 40 Table of Contents Cash Flows from Investing Activities Cash used in investing activities was $63.3 million for the year ended December 31, 2018, consisting of $87.1 million for the purchase of property,equipment and other capital assets primarily to expand our production capacity and $41.4 million for the purchase of marketable securities, which werepartially offset by $65.1 million in proceeds from maturities of marketable securities and $0.1 million in other investing activities. Cash used in investing activities was $123.9 million for the year ended December 31, 2017, consisting of $110.5 million for the purchase ofRAPID, $32.6 million for the purchase of property, equipment and other capital assets primarily to expand our production capacity, $20.0 million for thepurchase of marketable securities and $8.8 million for the purchases of other assets and investments, which were partially offset by $48.0 million inproceeds from maturities and call redemption of marketable securities. Cash used in investing activities was $60.8 million for the year ended December 31, 2016, consisting of $33.6 million for the purchase of property,equipment and other capital assets primarily to expand our production capacity, and $89.3 million for the purchase of marketable securities, which werepartially offset by $62.1 million in proceeds from maturities and call redemption of marketable securities. Cash Flows from Financing Activities Cash used in financing activities was $10.4 million for the year ended December 31, 2018, consisting of $12.2 million in repurchases of commonstock and payments on short-term debt obligations of $5.0 million, partially offset by $6.8 million in proceeds from exercises of stock options. Cash provided by financing activities was $9.2 million for the year ended December 31, 2017, consisting of $5.0 million in short-term debtobligations and $8.6 million in proceeds from the exercise of stock options, partially offset by $4.4 million for repurchases of common stock. Cash provided by financing activities was $5.3 million for the year ended December 31, 2016, consisting of $5.7 million in proceeds from exercisesof stock options, partially offset by $0.4 million for payments of acquisition-related contingent consideration. Operating and Capital Expenditure Requirements We believe, based on our current operating plan, that our cash balances and cash generated through operations and interest income will besufficient to meet our anticipated cash requirements through at least the next 12 months. From time to time we may seek to sell equity or convertible debtsecurities or enter into credit facilities. The sale of equity and convertible debt securities may result in dilution to our shareholders. If we raise additionalfunds through the issuance of convertible debt securities or enter into credit facilities, these securities and debt holders could have rights senior to those ofour common stock, and this debt could contain covenants that would restrict our operations. We may require additional capital beyond our currentlyforecasted amounts. Any such required additional capital may not be available on terms acceptable to us, or at all. Our future capital requirements will depend on many factors, including the following: •the revenue growth in Injection Molding, CNC Machining, 3D Printing and Sheet Metal product lines; •costs of operations, including costs relating to expansion and growth; •the emergence of competing or complementary technological developments; •the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual product rights, or participating inlitigation-related activities; and •the acquisition of businesses, products and technologies, although we currently have no commitments or agreements relating to any of thesetypes of transactions. Our recent annual capital expenditures have varied between 10% and 20% of annual revenue. We believe future growth capital expenditures,excluding any expenditures for buildings and maintenance capital we might purchase for our operations, are likely to vary between approximately 8%and 12% of annual revenue. 41 Table of Contents Contractual Obligations As of December 31, 2018, our contractual obligations and the effect such obligations are expected to have on our liquidity and cash flows in futureperiods were as follows: Payment Due by Period (in thousands) Total Less than1 Year 1-3Years 3-5Years More than5 Years Operating leases $13,617 $3,411 $4,878 $3,186 $2,142 Total $13,617 $3,411 $4,878 $3,186 $2,142 The table above reflects only payment obligations that are fixed and determinable. Our commitments for operating leases relate to three of ourUnited States manufacturing facilities; our European sales, customer service and technical support offices; manufacturing and office facilities located inGermany; and our Japan facility. Financing Arrangements The following table summarizes our financing arrangements as of December 31, 2018 and 2017: December 31, (in thousands) 2018 2017 Revolving Credit Facility, with interest rates from 2.50% to 2.59%, due at maturity in November 2019 $- $5,000 Total Financing Obligations $- $5,000 Inflation We experience normal inflation and changing prices, primarily on our production materials and labor. We believe that inflation and changingprices have not had a material effect on our financial condition during the three most recent fiscal years. 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 orvariable interest entities. Critical Accounting Policies and Use of Estimates The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which havebeen prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires usto make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenue, expenses and related disclosures. On anongoing basis, we evaluate our estimates, including those related to revenue recognition, goodwill, other intangible assets, stock-based compensation,and income taxes. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptionsthat we believe to be reasonable under the circumstances. In many cases, we could reasonably have used different accounting policies and estimates. Insome cases, changes in the accounting estimates are reasonably likely to occur from period to period. Management has discussed the development,selection and disclosure of these estimates with the audit committee of our board of directors. Our actual results may differ significantly from theseestimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments used in the preparation of our consolidated financialstatements. See the Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” in this Annual Reporton Form 10-K for additional information about these critical accounting policies, as well as a description of our other accounting policies. 42 Table of Contents Revenue Recognition On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective approach. We manufacturecustom parts to specific customer orders that have no alternative use to us, and we believe there is a legally enforceable right to payment for performancecompleted to date on these manufactured parts. For manufactured parts that meet these two criteria, we will recognize revenue over time. Prior to 2018, we recognized revenue in accordance with ASC 605, Revenue Recognition, which states that revenue is realized or realizable andearned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have beenrendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured. Revenue was recognized upon transfer of title andrisk of loss, which was generally upon the shipment of parts in our Injection Molding, CNC Machining, 3D Printing, Sheet Metal and Other product lines. Goodwill We recognize goodwill in accordance with ASC 350, Intangibles—Goodwill and Other. Goodwill is the excess of cost of an acquired entity overthe amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairmentannually in the fourth quarter of each year, and is tested for impairment between annual tests if an event occurs or circumstances change that wouldindicate the carrying amount may be impaired. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit,including goodwill, is less than its carrying amount. As of December 31, 2018 no impairment charges for goodwill have been recognized. Other Intangible Assets We recognize other intangibles assets in accordance with ASC 350, Intangibles—Goodwill and Other. Other intangible assets include softwaretechnology, customer relationships and other intangible assets acquired from independent parties. Other intangible assets with a definite life are amortizedover a period ranging from two to 10 years on a straight line basis, and are tested for impairment whenever events or circumstances indicate that thecarrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds theestimated undiscounted cash flows generated by the asset. As of December 31, 2018 no impairment charges for intangible assets have been recognized. Stock-Based Compensation We determine our stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718), which requires themeasurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors based on thegrant date fair value of the award. Determining the appropriate fair value model and calculating the fair value of stock option grants requires the input of subjective assumptions. Weuse the Black-Scholes option pricing model to value our stock option awards. Stock-based compensation expense is significant to our consolidatedfinancial statements and is calculated using our best estimates, which involve inherent uncertainties and the application of management’s judgment.Significant estimates include our expected term and stock price volatility. If different estimates and assumptions had been used, our common stockvaluations could be significantly different and related stock-based compensation expense may be materially impacted. The Black-Scholes option pricing model requires inputs such as the risk-free interest rate, expected term, expected volatility and expected dividendyield. We base the risk-free interest rate that we use in the Black-Scholes option pricing model on zero coupon U.S. Treasury instruments with maturitiessimilar to the expected term of the award being valued. The expected term of stock options is estimated from the vesting period of the award andrepresents the weighted average period that our stock options are expected to be outstanding. We estimated the volatility of our stock price based on thehistoric volatility of our common stock. We have never paid and do not anticipate paying any cash dividends in the foreseeable future and, therefore, weuse an expected dividend yield of zero in the option pricing model. We account for forfeitures as they occur. 43 Table of Contents The fair value of each new employee option awarded was estimated on the date of grant for the periods below using the Black-Scholes optionpricing model with the following assumptions: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.52 - 3.07% 2.24 - 2.36% 1.53 - 2.68% Expected life (years) 6.25 6.50 6.50 Expected volatility 41.68 - 42.22% 42.68 - 44.68% 44.38 - 45.93% Expected dividend yield 0% 0% 0% Weighted average grant date fair value $50.08 $32.26 $26.61 Our 2012 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase a variable number of shares of our common stock duringeach offering period at a discount through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. The ESPP providesfor six-month offering periods with a single purchase period. At the end of each offering period, employees are able to purchase shares at 85% of the lowerof the fair market value of our common stock on the first trading day of the offering period or on the last trading day of the offering period. We determinethe fair value stock-based compensation related to our ESPP in accordance with ASC 718 using the component measurement approach and the Black-Scholes standard option pricing model. The fair value of each offering period was estimated using the Black-Scholes option pricing model with the following assumptions: Year ended December 31, 2018 2017 2016 Risk-free interest rate 2.06 - 2.33% 0.97 - 1.48% 0.56 - 0.59% Expected life (months) 6.00 6.00 6.00 Expected volatility 31.50 - 37.36% 24.49 - 34.51% 39.51 - 49.13% Expected dividend yield 0% 0% 0% There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that usedifferent models, methods and assumptions. If factors change and we employ different assumptions in the application of ASC 718 in future periods, or ifwe decide to use a different valuation model, such as a lattice model, the stock-based compensation expense that we record in the future under ASC 718may differ significantly from what we have recorded using the Black-Scholes option pricing model and could materially affect our operating results. We recognize stock-based compensation expense on a straight-line basis over the requisite service period. We recorded stock-based compensationexpense relating to stock options, restricted stock awards, performance stock units and our ESPP of $10.9 million, $8.6 million and $6.8 million duringthe years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, we had $3.3 million of unrecognized stock-basedcompensation costs related to unvested stock options that are expected to be recognized over a weighted average period of 2.8 years. We issued options topurchase 36,600, 60,100 and 117,480 shares of our common stock in 2018, 2017 and 2016, respectively. As of December 31, 2018, we had $20.7 millionof unrecognized stock-based compensation costs related to non-vested restricted stock, which is expected to be recognized over a weighted averageperiod of 3.1 years. We issued restricted stock awards of 106,855, 210,744 and 161,555 shares of our common stock in 2018, 2017 and 2016, respectively.As of December 31, 2018, we had $2.2 million of unrecognized stock-based compensation costs related to non-vested performance stock, which isexpected to be recognized over a weighted average period of 1.8 years. We issued performance stock awards of 20,006 and 25,707 shares of our commonstock in 2018 and 2017, respectively. We issued no performance stock awards in 2016. In future periods, our stock-based compensation expense is expected to increase due to our existing unrecognized stock-based compensation andthe issuance of additional stock-based awards to continue to attract and retain employees and non-employee directors. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Under this method, we determine tax assets and liabilitiesbased upon the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect forthe year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in the current year’s financialstatements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in theirrecognition and measurement of assets, liabilities and equity, revenues, expenses, gains and losses, differences arise between the amount of taxableincome and pretax financial income for a year and between the tax basis of assets or liabilities and their reported amounts in the financial statements.Because we assume that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of anasset or liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the relatedliabilities are settled or the reported amounts of the assets are recovered, giving rise to a deferred tax asset or liability. We establish a valuation allowancefor any portion of our deferred tax assets that we believe will not be recognized. 44 Table of Contents ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by defining a criterion thatan individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. Additionally, ASC740 provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.Including interest and penalties, we have established a liability for uncertain tax positions of $4.6 million as of December 31, 2018. The effective tax rate decreased by 14.0% for the year ended December 31, 2018 when compared to 2017 primarily due to the impact of taxreform. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduced the U.S. federal corporate tax rate from 35% to 21%,requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certainforeign sourced earnings. The reduction to the U.S. tax rate also results in revaluing deferred tax liabilities. At December 31, 2017, we had not completedour accounting for the tax effects of the enactment of the Act. However, we made a reasonable estimate on the effects of the transition tax and recognized aprovisional amount of $2.4 million which was included as a component of income tax expense from continuing operations. We were also required torevalue our deferred tax liabilities to reflect the new U.S. federal corporate income tax rate from the Act which resulted in the recognition of an estimatedtax benefit of $4.2 million in 2017. At December 31, 2018, we completed our accounting for the tax effects of the enactment of the Act. As aresult, we recorded a tax benefit of $0.7 million for the final accounting for the transition tax and a tax benefit of $0.5 million resulting from thecompletion of the accounting related to the revaluation of our net deferred tax liabilities utilizing the new U.S. federal corporate income tax rate. Theimpact of the tax effects for the enactment of the Act was a tax benefit of $3.0 million. The foreign tax effects of the transition tax was based on our totalpost-1986 earnings and profits that were previously deferred from U.S. income taxes. No additional income taxes have been provided for any remainingundistributed foreign earnings not subject to the transition tax or any additional outside basis difference inherent in these entities as these amountscontinue to be indefinitely reinvested in foreign operations. Recently adopted accounting pronouncements During the first quarter of 2018, we adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers (ASC 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognizerevenue from the transfer of goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange forthose goods or services. We adopted the new revenue standard using the modified retrospective approach. We manufacture custom parts to specificcustomer orders that have no alternative use to us, and we believe there is a legally enforceable right to payment for performance completed to date onthese manufactured parts. For manufactured parts that meet these two criteria, we will recognize revenue over time. The transition adjustment recorded wasan increase of $1.5 million to our retained earnings balance as of January 1, 2018. During the first quarter of 2018, we adopted ASU 2017-09, Compensation – Stock Compensation, which is intended to provide clarity and reducediversity in practice as well as cost and complexity when applying the guidance to a change to the terms or conditions of a share-based payment award.The adoption of this guidance did not have a material impact our consolidated financial statements. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which introduces the balance sheet recognition of lease assets and lease liabilities bylessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning afterDecember 15, 2018 and interim periods within those fiscal years with early adoption permitted. We will adopt the lease standard on January 1, 2019 usingthe new transition option issued under the amendments in ASU 2018-11, Leases, which will allow us to continue to apply the legacy guidance in ASC840, Leases, in the comparative periods presented in the year of adoption. We will elect the package of practical expedients permitted under the transitionguidance within the new standard, which among other things, allows us to carry forward the historical lease classification. We will make an accountingpolicy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize those lease payments in theConsolidated Statements of Comprehensive Income on a straight-line basis over the lease term. The impact of adoption is expected to be an increase toour operating lease assets and liabilities on January 1, 2019 of approximately $14.0 million. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other, which is intended to simplify the subsequent measurement ofgoodwill. This guidance will be effective for impairment tests in fiscal years beginning after December 15, 2019 and interim periods within those fiscalyears with early adoption permitted. We do not expect the impact to be material. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which is intended to provide financial statement users withmore decision-useful information about the expected credit losses on financial instruments held by a reporting entity at each reporting date. Thisguidance will be effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early adoptionpermitted. We are evaluating the impact of future adoption of this guidance on our consolidated financial statements, but we do not expect the impact tobe material. 45 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk Quantitative and Qualitative Disclosure of Market Risks Our exposure to market risk is confined to our cash and cash equivalent balances and investments. The primary goals of our investment policy arepreservation of capital, fulfillment of liquidity needs and fiduciary control of cash and cash equivalent balances. We also seek to maximize income fromour investments without assuming significant risk. To achieve our goals, we maintain a portfolio of debt securities with various maturities ranging fromone to three years. Due to the nature of our investment portfolio, we are subject to interest rate risks, which we mitigate by holding our investments tomaturity. In future periods, we will continue to evaluate our investment policy in order to continue our overall goals. Foreign Currency Risk As a result of our foreign operations, we have revenue, expenses, assets and liabilities that are denominated in foreign currencies. We generaterevenue and incur production costs and operating expenses in British Pound, Euro and Japanese Yen. Our operating results and cash flows are adversely impacted when the United States dollar appreciates relative to other foreign currencies.Additionally, our operating results and cash flows are adversely impacted when the British Pound appreciates relative to the Euro. As we expandinternationally, 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 byestimating the change in results of operations or financial position resulting from a hypothetical 10% adverse change in foreign exchange rates. Webelieve 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 $0.3 million, $0.4 million and $1.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. 46 Table of Contents Item 8. Financial Statements and Supplementary Data Proto Labs, Inc.Index to Consolidated Financial Statements PageReport of Independent Registered Public Accounting Firm on Consolidated Financial Statements48Report of Independent Registered Public Accounting Firm49Consolidated Balance Sheets at December 31, 2018 and 201750Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 201651Consolidated Statements of Shareholders' Equity for the years ended December 31, 2018, 2017 and 201652Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 201653Notes to Consolidated Financial Statements54 47 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Proto Labs, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Proto Labs, Inc. (the Company) as of December 31, 2018 and 2017, the relatedconsolidated statements of comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2018,and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements presentfairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flowsfor each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2019 expressed an unqualifiedopinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to theCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performingprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditsalso included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation ofthe financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2011. Minneapolis, Minnesota February 22, 2019 48 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Proto Labs, Inc. Opinion on Internal Control over Financial Reporting We have audited Proto Labs, Inc.’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In ouropinion, Proto Labs, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of Proto Labs, Inc. as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, shareholders' equityand cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated February 22, 2019 expressedan unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internalcontrol over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Minneapolis, MinnesotaFebruary 22, 2019 49 Table of Contents Proto Labs, Inc.Consolidated Balance Sheets(In thousands, except share and per share amounts) December 31, 2018 2017 Assets Current assets Cash and cash equivalents $85,046 $36,707 Short-term marketable securities 46,750 57,424 Accounts receivable, net of allowance for doubtful accounts of $919 and $757 as of December 31, 2018and December 31, 2017, respectively 59,155 51,503 Inventory 10,087 11,271 Prepaid expenses and other current assets 8,567 6,267 Income taxes receivable 5,757 1,832 Total current assets 215,362 165,004 Property and equipment, net 228,001 166,440 Goodwill 128,752 128,504 Other intangible assets, net 19,850 19,084 Long-term marketable securities 23,579 37,034 Other long-term assets 3,441 2,672 Total assets $618,985 $518,738 Liabilities and shareholders' equity Current liabilities Accounts payable $17,411 $15,876 Accrued compensation 18,130 12,100 Accrued liabilities and other 16,702 8,408 Short-term debt obligations - 5,000 Income taxes payable 491 2,371 Total current liabilities 52,734 43,755 Long-term income taxes payable - 2,181 Long-term deferred tax liabilities 20,162 6,966 Other long-term liabilities 4,592 4,621 Total liabilities 77,488 57,523 Shareholders' equity Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as ofDecember 31, 2018 and December 31, 2017, respectively - - Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 26,984,747and 26,828,651 shares as of December 31, 2018 and December 31, 2017, respectively 27 27 Additional paid-in capital 258,502 241,725 Retained earnings 291,460 224,697 Accumulated other comprehensive loss (8,492) (5,234)Total shareholders' equity 541,497 461,215 Total liabilities and shareholders' equity $618,985 $518,738 The accompanying notes are an integral part of these consolidated financial statements. 50 Table of Contents Proto Labs, Inc.Consolidated Statements of Comprehensive Income(In thousands, except share and per share amounts) Year Ended December 31, 2018 2017 2016 Statements of Operations: Revenue $445,596 $344,490 $298,055 Cost of revenue 206,917 150,648 131,118 Gross profit 238,679 193,842 166,937 Operating expenses Marketing and sales 68,533 56,856 46,131 Research and development 28,735 23,560 22,388 General and administrative 52,513 41,200 36,651 Total operating expenses 149,781 121,616 105,170 Income from operations 88,898 72,226 61,767 Other income, net 2,757 2,209 2,454 Income before income taxes 91,655 74,435 64,221 Provision for income taxes 15,067 22,657 21,514 Net income $76,588 $51,778 $42,707 Net income per share: Basic $2.84 $1.94 $1.62 Diluted $2.81 $1.93 $1.61 Shares used to compute net income per share: Basic 26,982,614 26,647,610 26,365,173 Diluted 27,278,816 26,845,071 26,564,639 Other Comprehensive (Loss) Income, net of tax Foreign currency translation adjustments $(3,258) $5,519 $(5,541)Comprehensive income $73,330 $57,297 $37,166 The accompanying notes are an integral part of these consolidated financial statements. 51 Table of Contents Proto Labs, Inc.Consolidated Statements of Shareholders' Equity(In thousands, except share amounts) Common Stock Additional Accumulated Other Paid-In Retained Comprehensive Shares Amount Capital Earnings Loss Total Balance at January 1, 2016 26,200,718 26 198,835 133,996 (5,212) 327,645 Common shares issued on exercise of options and other 304,150 - 5,715 - - 5,715 Excess tax benefit from stock option exercises - - 2,532 - - 2,532 Stock-based compensation expense - - 6,775 - - 6,775 Net income - - - 42,707 - 42,707 Other comprehensive income Foreign currency translation adjustment - - - - (5,541) (5,541)Comprehensive income 37,166 Balance at December 31, 2016 26,504,868 $26 $213,857 $176,703 $(10,753) $379,833 Common shares issued on exercise of options and other 283,449 1 8,603 - - 8,604 Common shares issued for RAPID acquisition 118,140 1 11,335 - - 11,336 Stock-based compensation expense - - 8,558 - - 8,558 Repurchases of Common Stock (77,806) (1) (628) (3,784) - (4,413)Net income - - - 51,778 - 51,778 Other comprehensive income Foreign currency translation adjustment - - - - 5,519 5,519 Comprehensive income 57,297 Balance at December 31, 2017 26,828,651 $27 $241,725 $224,697 $(5,234) $461,215 Common shares issued on exercise of options and other 260,694 - 6,791 - - 6,791 Stock-based compensation expense - - 10,928 - - 10,928 Repurchases of Common Stock (104,598) - (942) (11,287) - (12,229)Revenue recognition transition adjustment - - - 1,462 - 1,462 Net income - - - 76,588 - 76,588 Other comprehensive income Foreign currency translation adjustment - - - - (3,258) (3,258)Comprehensive income 73,330 Balance at December 31, 2018 26,984,747 $27 $258,502 $291,460 $(8,492) $541,497 The accompanying notes are an integral part of these consolidated financial statements. 52 Table of Contents Proto Labs, Inc.Consolidated Statements of Cash Flows(In thousands) Year Ended December 31, 2018 2017 2016 Operating activities Net income $76,588 $51,778 $42,707 Adjustments to reconcile net income to net cash provided by operatingactivities: Depreciation and amortization 26,754 18,474 17,485 Stock-based compensation expense 10,928 8,558 6,775 Deferred taxes 11,936 1,174 2,780 Loss on impairment of assets - 513 455 Gain on sale of business (671) - - Amortization of held-to-maturity securities 374 1,063 1,173 Other (619) (153) (1,541)Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (6,098) (9,933) 900 Inventories (189) (985) 136 Prepaid expenses and other (2,098) (691) (1,312)Income taxes (6,652) 1,646 8,207 Accounts payable 1,942 3,176 (1,116)Accrued liabilities and other 10,734 7,128 850 Net cash provided by operating activities 122,929 81,748 77,499 Investing activities Purchases of property, equipment and other capital assets (87,104) (32,635) (33,616)Cash used for acquisitions, net of cash acquired (90) (110,533) - Proceeds from sale of business 284 - - Purchases of other assets and investments (126) (8,742) - Purchases of marketable securities (41,384) (20,037) (89,315)Proceeds from maturities of marketable securities 65,139 47,972 62,176 Net cash used in investing activities (63,281) (123,975) (60,755) Financing activities Payments on debt (5,000) - - Proceeds from issuance of debt - 5,000 - Acquisition-related contingent consideration - - (400)Repurchases of common stock (12,229) (4,410) - Proceeds from exercises of stock options and other 6,791 8,602 5,715 Net cash (used in) provided by financing activities (10,438) 9,192 5,315 Effect of exchange rate changes on cash and cash equivalents (871) 947 (917)Net increase (decrease) in cash and cash equivalents 48,339 (32,088) 21,142 Cash and cash equivalents, beginning of period 36,707 68,795 47,653 Cash and cash equivalents, end of period $85,046 $36,707 $68,795 Supplemental cash flow disclosure Cash paid for interest $39 $19 $1 Cash paid for taxes $9,966 $19,113 $9,802 The accompanying notes are an integral part of these consolidated financial statements. 53 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 1 — Nature of Business Organization and business Proto Labs, Inc. and its subsidiaries (Proto Labs, the Company, we, us, or our) is an e-commerce driven digital manufacturer of quick-turn, on-demand injection-molded, computer numerical control (CNC) machined, 3D-printed and sheet metal-fabricated custom parts for prototyping and short-runproduction. The Company’s customers are product developers and engineers throughout the world who require a faster and less expensive way to obtainlow volumes of parts. The Company’s proprietary technology eliminates most of the time-consuming and expensive skilled labor conventionally requiredto quote and manufacture parts in low volumes, and its customers conduct nearly all of their business with the Company over the Internet. The Companytargets its product lines to the millions of product developers and engineers who use three-dimensional (3D) computer-aided design (CAD) software todesign products across a diverse range of end-markets. The Company has established operations in the United States, Europe and Japan, which theCompany believes are among the largest geographic markets where these product developers and engineers are located. The Company’s primarymanufacturing product lines currently include Injection Molding, CNC Machining, 3D Printing and Sheet Metal. Proto Labs, Inc. is located in MaplePlain, Minnesota. The Company’s subsidiaries are: NameLocation PL-US International LLCUnited StatesRapid Manufacturing Group LLCUnited StatesProto Labs Ltd.United KingdomPL Euro Services Ltd.United KingdomPL International Holdings, UK, Ltd.United KingdomPL DE Holding GmbH GermanyProto Labs GmbH GermanyProto Labs Eschenlohe GmbH GermanyProto Labs, G.K.Japan Note 2 — Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as listed within “Organization andbusiness” above. All intercompany accounts and transactions have been eliminated in consolidation. Comprehensive income Components of comprehensive income include net income and foreign currency translation adjustments. Comprehensive income is disclosed in theaccompanying consolidated statements of comprehensive income and consolidated statements of shareholders’ equity. 54 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP)requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents include cash and other investments, including marketable securities, with maturities of three months or less at the date ofpurchase. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has notexperienced any losses on such accounts. Marketable securities Marketable securities include held-to-maturity debt securities recorded at amortized cost. Management determines the appropriate classification ofdebt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturitywhen the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjustedfor amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included in otherincome, net. Interest on securities classified as held to maturity is included in other income, net. The classification of marketable securities as current ornon-current is dependent upon the security’s maturity date. Securities with maturities of three months or less at the time of purchase are categorized ascash equivalents as described above. The Company reviews impairments associated with its marketable securities in accordance with the measurementguidance provided by ASC 320, Investments – Debt and Equity Securities, when determining the classification of impairment as “temporary” or “other-than-temporary.” The factors used to differentiate between temporary and other-than-temporary include assessment of the quality of the security, creditratings actions and management’s intent to hold the security to maturity as well as other factors. Accounts receivable and allowance for doubtful accounts Accounts receivable are reported at the invoiced amount less an allowance for doubtful accounts. As of each balance sheet date, the Companyevaluates its accounts receivable and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances andcredit conditions taking into account the history of write-offs and collections. A receivable is considered past due if payment has not been received withinthe period agreed upon in the invoice. Accounts receivable are written off after all collection efforts have been exhausted. Recoveries of trade receivablespreviously written off are recorded when received. Inventory Inventory consists primarily of raw materials, which are recorded at the lower of cost or market, using the average cost method, which approximatesfirst-in, first-out (FIFO) cost. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowancesto reduce such items identified to their recoverable amounts. Property, equipment and leasehold improvements Property, equipment and leasehold improvements are stated at cost. Major improvements that substantially extend an asset’s useful life arecapitalized. Repairs, maintenance and minor improvements are charged to operations as incurred. Depreciation, including amortization of leaseholdimprovements and assets recorded under capital leases, is calculated using the straight-line method over the estimated useful lives of the individual assetsand ranges from 3 to 39 years. Manufacturing equipment is depreciated over 3 to 15 years, office furniture and equipment are depreciated over 3 to7 years, computer hardware and software are depreciated over 3 to 5 years, building costs are depreciated over 39 years, leasehold improvements aredepreciated over the estimated lives of the related assets or the life of the lease, whichever is shorter, and building and land improvements are depreciatedover 10 to 39 years. Assets not in service are not depreciated until the asset is put into use. The Company follows ASC 350-40, Internal-Use Software, in accounting for internally developed software. As of December 31, 2018 and 2017,respectively, $16.6 million and $4.9 million of software development costs were capitalized. 55 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Goodwill The Company recognizes goodwill in accordance with ASC 350, Intangibles—Goodwill and Other. Goodwill is the excess of cost of an acquiredentity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested forimpairment annually in the fourth quarter of each year, and is tested for impairment between annual tests if an event occurs or circumstances change thatwould indicate the carrying amount may be impaired. An impairment charge for goodwill is recognized only when the estimated fair value of a reportingunit, including goodwill, is less than its carrying amount. Other Intangible Assets Other intangible assets include software technology, customer relationships and other intangible assets acquired from other independent parties.Other intangible assets with a definite life are amortized over a period ranging from two to 10 years on a straight line basis, and are tested for impairmentwhenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognizedwhen the carrying amount of an asset exceeds the estimated undiscounted cash flows generated by the asset. The amount of the impairment loss recordedis calculated by the excess of the asset’s carrying value over its fair value. Accounting for long-lived assets The Company periodically reviews the carrying amount of its property, equipment and leasehold improvements to determine if circumstances existindicating an impairment or if depreciation periods should be modified. If facts or circumstances indicate that an impairment may exist, the Company willprepare a projection of the undiscounted future cash flows of the specific assets to determine if the assets are recoverable. If impairment exists based onthese projections, an adjustment will be made to reduce the carrying amount of the specific assets to fair value. Revenue recognition On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective approach. TheCompany manufactures custom parts to specific customer orders that have no alternative use to the Company, and the Company believes there is a legallyenforceable right to payment for performance completed to date on these manufactured parts. For manufactured parts that meet these two criteria, theCompany will recognize revenue over time. Prior to 2018, the Company recognized revenue when it was realized or realizable and earned when all of the following criteria were met:persuasive evidence of an arrangement existed, delivery had occurred or services had been rendered, the price to the buyer was fixed or determinable andcollectability was reasonably assured. Revenue was recognized upon transfer of title and risk of loss, which was generally upon the shipment of parts inthe Company’s Injection Molding, CNC Machining, 3D Printing and Sheet Metal product lines. Freight billed to customers was included in revenues, andall freight expenses paid by the Company were included in cost of revenue. 56 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Income taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Under this method, the Company determines taxassets and liabilities based upon the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enactedtax rates in effect for the year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in thefinancial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ intheir recognition and measurement of assets, liabilities and equity, revenues, expenses, gains and losses, differences arise between the amount of taxableincome and pretax financial income for a year and between the tax basis of assets or liabilities and their reported amounts in the financial statements.Because the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the taxbasis of an asset or liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when therelated liabilities are settled or the reported amounts of the assets are recovered, giving rise to a deferred tax asset or liability. The Company establishes avaluation allowance for any portion of its deferred tax assets that the Company believes may not be recognized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by requiring thatindividual tax positions are recorded only when they meet a more-likely-than-not criterion. Additionally, ASC 740 provides guidance on measurement,de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718). Under thefair value recognition provisions of ASC 718, the Company measures stock-based compensation cost at the grant date fair value and recognizes thecompensation expense over the requisite service period, which is the vesting period, using a straight-line attribution method. The amount of stock-basedcompensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company accounts forforfeitures as they occur. Ultimately, the total expense recognized over the vesting period will only be for those awards that vest. The Company’s awardsare not eligible to vest early in the event of retirement, however, the awards vest early in the event of a change in control. In determining the compensation cost of the options granted, the fair value of options granted has been estimated on the date of grant using theBlack-Scholes option-pricing model. Advertising costs Advertising is expensed as incurred and was approximately $11.8 million, $10.7 million and $10.5 million for the years ended December 31, 2018,2017 and 2016, respectively. Research and development Research and development expenses consist primarily of personnel and outside service costs related to the creation of and enhancements to ourcustomer-facing and internal operating software systems, development of new processes and product lines, enhancement of existing product lines, qualityassurance and testing. Research and development costs were approximately $28.7 million, $23.6 million and $22.4 million for the years ended December31, 2018, 2017 and 2016, respectively. Foreign currency translation/transactions The Company translated the balance sheets of its foreign subsidiaries at period-end exchange rates and the income statement at the averageexchange rates in effect throughout the period. The Company has recorded the translation adjustment as a separate component of consolidatedshareholders’ equity. Foreign currency transaction gains and losses are recognized in the consolidated statements of comprehensive income. Business combinations The Company accounts for business combinations in accordance with ASC 805, Business Combinations (ASC 805). On November 30, 2017, theCompany acquired RAPID Manufacturing Group, LLC (RAPID) for $121.9 million, consisting of $110.6 million in cash and $11.3 million in theCompany’s common stock. 57 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Recently adopted accounting pronouncements During the first quarter of 2018, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update(ASU) 2014-09, Revenue from Contracts with Customers (ASC 606). This ASU is a comprehensive new revenue recognition model that requires acompany to recognize revenue from the transfer of goods or services to customers in an amount that reflects the consideration that the entity expects toreceive in exchange for those goods or services. The Company has adopted the new revenue standard using the modified retrospective approach. TheCompany manufactures custom parts to specific customer orders that have no alternative use to the Company, and the Company believes there is a legallyenforceable right to payment for performance completed to date on these manufactured parts. For manufactured parts that meet these two criteria, theCompany will recognize revenue over time. The transition adjustment recorded was an increase of $1.5 million to the Company’s retained earningsbalance as of January 1, 2018. During the first quarter of 2018, the Company adopted ASU 2017-09, Compensation – Stock Compensation, which is intended to provide clarityand reduce diversity in practice as well as cost and complexity when applying the guidance to a change to the terms or conditions of a share-basedpayment award. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which introduces the balance sheet recognition of lease assets and lease liabilities bylessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning afterDecember 15, 2018 and interim periods within those fiscal years with early adoption permitted. The Company will adopt the lease standard on January 1,2019 using the new transition option issued under the amendments in ASU 2018-11, Leases, which will allow the Company to continue to apply thelegacy guidance in ASC 840, Leases, in the comparative periods presented in the year of adoption. The Company will elect the package of practicalexpedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carry forward thehistorical lease classification. The Company will make an accounting policy election to keep leases with an initial term of 12 months or less off of thebalance sheet. The Company will recognize those lease payments in the Consolidated Statements of Comprehensive Income on a straight-line basis overthe lease term. The impact of adoption is expected to be an increase to the Company’s operating lease assets and liabilities on January 1, 2019 ofapproximately $14.0 million. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other, which is intended to simplify the subsequent measurement ofgoodwill. This guidance will be effective for impairment tests in fiscal years beginning after December 15, 2019 and interim periods within those fiscalyears with early adoption permitted. The Company does not expect the impact to be material. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which is intended to provide financial statement users withmore decision-useful information about the expected credit losses on financial instruments held by a reporting entity at each reporting date. Thisguidance will be effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted.The Company is evaluating the impact of future adoption of this guidance on its consolidated financial statements, but does not expect the impact to bematerial. 58 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 3 – Revenue The Company provides quality, quick-turn prototyping and on-demand manufacturing services. As a result, the majority of revenue recognized in areporting period is based on completed, invoiced contracts. The Company accounts for revenue in accordance with ASC 606, which theCompany adopted on January 1, 2018, using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 arepresented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accountingunder ASC 605. The Company recorded a net increase of $1.5 million to its retained earnings balance on January 1, 2018 due to the cumulative impact ofadopting ASC 606. The impact of adopting ASC 606 was to increase revenue by $0.3 million and increase cost of revenue by $0.2 million for the yearended December 31, 2018, and to increase accounts receivable by $2.9 million and decrease inventory by $1.3 million as of December 31, 2018, whichincludes the transition adjustment of $1.5 million noted above. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. Themajority of the Company’s CNC machining, 3D printing, and sheet metal contracts have a single performance obligation. The majority of the Company’sinjection molding contracts have multiple performance obligations including one obligation to produce the mold and a second obligation to produceparts. For injection molding contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relativestandalone selling price. We generally determine standalone selling price based on the price charged to customers. The Company manufactures parts that have no alternative use to the Company since the parts are custom made to specific customer orders, and theCompany believes there is a legally enforceable right to payment for performance completed to date on these manufactured parts. For manufactured partsthat meet these two criteria, the Company will recognize revenue over time. Revenue is recognized over time using the input method based on time inproduction to measure progress toward satisfying performance obligations. Revenue by geographic region for the years ended December 31, 2018, 2017 and 2016 was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Revenue: United States $350,535 $263,086 $223,930 Europe 80,889 70,154 63,365 Japan 14,172 11,250 10,760 Total revenue $445,596 $344,490 $298,055 Revenue by product line for the years ended December 31, 2018, 2017 and 2016 was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Revenue: Injection Molding $210,523 $194,432 $175,974 CNC Machining 153,521 103,739 81,407 3D Printing 53,342 43,329 37,847 Sheet Metal 24,998 1,767 - Other Revenue 3,212 1,223 2,827 Total revenue $445,596 $344,490 $298,055 The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costsare recorded within marketing and sales expenses. The value of unsatisfied performance obligations for contracts with an original expected length of oneyear or less is not material. 59 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 4 – 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 iscomputed based on the weighted average number of common shares outstanding, increased by the number of additional shares that would have beenoutstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased from theproceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include stock options and other stock-based awardsgranted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan. The following table presents the calculation of net income per basic and diluted share attributable to common shareholders: Year Ended December 31, (in thousands, except share and per share amounts) 2018 2017 2016 Net Income $76,588 $51,778 $42,707 Basic - weighted-average shares outstanding: 26,982,614 26,647,610 26,365,173 Effect of dilutive securities: Employee stock options and other 296,202 197,461 199,466 Diluted - weighted-average shares outstanding: 27,278,816 26,845,071 26,564,639 Net income per share attributable to common shareholders: Basic $2.84 $1.94 $1.62 Diluted $2.81 $1.93 $1.61 Note 5 – Business Combinations On November 30, 2017, the Company acquired RAPID for $121.9 million, consisting of $110.6 million in cash (net of cash acquired) and $11.3million in the Company’s common stock. The operations of RAPID are integrated into the operations of the Company. RAPID is a New Hampshire-based custom parts supplier specializing in quick-turn sheet metal fabrication and CNC machining. With theacquisition, the Company offers its customers another quick-turn manufacturing service while expanding its CNC machining capabilities. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805. The fair value of theconsideration paid exceeded the fair value of the assets acquired and liabilities assumed, which resulted in goodwill of $99.8 million. The goodwillprimarily relates to synergies resulting from the acquisition and is deductible for tax purposes over a 15-year period. 60 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The RAPID amortizable intangible assets were valued as of the acquisition date and were deemed to have a weighted-average useful life of 5.5years. The customer relationships were valued at $7.5 million based on the Multi-Period Excess Earnings Method and are amortized over 6.0 years. Thetrade names were valued at $1.1 million based on the Relief-from-Royalty Method and are amortized over 2.0 years. The non-competition agreement wasvalued at $0.1 million based on the Discounted Cash Flow method and will be amortized over 5 years. The allocation of the purchase price to assetsacquired and liabilities assumed is as follows: (in thousands) Assets acquired: Current assets $6,720 Goodwill 99,836 Other intangible assets 8,700 Other long-term assets 8,855 Total assets acquired 124,111 Liabilities assumed: Current liabilities 2,067 Other long-term liabilities 85 Total liabilities assumed 2,152 Net assets acquired $121,959 Cash paid $115,378 Cash acquired (4,755)Net cash consideration 110,623 Equity portion of purchase price 11,336 Total purchase consideration $121,959 The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2017 acquisition of RAPID hadoccurred at the beginning of fiscal 2016. These performance results may not be indicative of the actual results that would have occurred under theownership and management of the Company. Year Ended December 31, (in thousands) 2017 2016 (unaudited) Revenue $386,677 $336,634 Net income 55,070 41,805 The unaudited pro forma net income for the year ended December 31, 2017 excludes transaction costs of approximately $1.9 million and includesthe increase in estimated depreciation expense of approximately $0.9 million and the increase in estimated amortization expense of approximately $3.0million. The unaudited pro forma net income for the year ended December 31, 2016 includes the impact of new stock options and restricted stock unitsgranted to employees of approximately $0.2 million in connection with the acquisition, an increase in estimated depreciation expense of approximately$0.6 million and the increase in estimated amortization expense of approximately $3.1 million. The pro forma net income for the years ended December31, 2017 and 2016 include the related tax effects of the adjustments. The pro forma information has been prepared for comparative purposes only andincludes certain adjustments, as noted above. The adjustments are estimates and actual amounts may differ materially from these estimates. They do notreflect the effect of costs or synergies that would have been expected to result from the integration of the RAPID acquisition. The pro forma informationdoes not purport to be indicative of the results of operations that actually would have resulted had the RAPID acquisition occurred on January 1, 2016.The Company’s 2017 Consolidated Statements of Comprehensive Income include $3.6 million of revenue and $0.7 million of net loss related to RAPID.The net loss was primarily driven by $1.1 million of bonus payments to RAPID employees as a result of the acquisition. 61 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 6 – Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 were as follows: (in thousands) Dec. 31, 2016 Goodwillacquired during2017 Dec. 31, 2017 Goodwillacquired during2018 Dec. 31, 2018 United States $24,047 $99,588 $123,635 $248 $123,883 Europe 4,239 - 4,239 - 4,239 Japan 630 - 630 - 630 Total goodwill $28,916 $99,588 $128,504 $248 $128,752 As described in Note 5 – Business Combinations, the Company acquired RAPID in November 2017. The fair value of the consideration paidexceeded the fair value of the assets acquired and liabilities assumed, which resulted in goodwill in the United States of $99.6 million for the year endedDecember 31, 2017 and a related working capital adjustment of $0.2 million for the year ended December 31, 2018. Intangible assets other than goodwill for the years ended December 31, 2018 and 2017 were as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 WeightedAverageUseful Life (in thousands) Gross AccumulatedAmortization Net Gross AccumulatedAmortization Net Useful Life(in years) Remaining(in years) Intangible Assets with finitelives: Marketing assets $930 $(434) $496 $930 $(341) $589 10.0 5.3 Non-compete agreement 270 (206) 64 270 (190) 80 2.0 - 5.0 4.0 Trade secrets 250 (233) 17 250 (183) 67 5.0 0.3 Trade names 1,080 (540) 540 1,080 - 1,080 2.0 1.0 Software technology 12,229 (997) 11,232 8,229 - 8,229 10.0 9.0 Customer relationships 10,070 (2,569) 7,501 10,070 (1,031) 9,039 6.0 - 9.0 4.8 Total intangible assets $24,829 $(4,979) $19,850 $20,829 $(1,745) $19,084 Amortization expense for intangible assets for the years ended December 31, 2018, 2017 and 2016 was $3.2 million, $0.5 million and $0.7 million,respectively. The Company acquired a software company in December 2017, which was accounted for as an asset acquisition and resulted in an $8.2 millionsoftware technology intangible asset for the year ended December 31, 2017. The acquisition did not meet the definition of a business under ASC 805. Theasset acquisition included an additional $5.0 million in contingent consideration to be recognized and paid upon completion of certain milestones over a24-month period. The completion of each milestone will result in additional value to the software technology intangible asset. We recognized $4.0million of the contingent consideration for the year ended December 31, 2018. We did not recognize any of the contingent consideration for the yearended December 31, 2017 as the contingency was not resolved. Estimated aggregated amortization expense based on the current carrying value of the amortizable intangible assets is as follows: (in thousands) EstimatedAmortizationExpense 2019 $3,451 2020 2,895 2021 2,895 2022 2,895 2023 2,691 Thereafter 5,023 Total estimated amortization expense $19,850 62 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 7 – Fair Value Measurements ASC 820, Fair Value Measurement (ASC 820), defines fair value as the exchange price that would be received for an asset or paid to transfer aliability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on themeasurement date. ASC 820 also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs whenmeasuring 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 notactive; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets orliabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets orliabilities. The Company’s cash equivalents measured at fair value as of December 31, 2018 and 2017, respectively, consist of money market mutual funds.The Company determines the fair value of these financial assets using Level 1 inputs. The following tables summarizes financial assets as of December 31, 2018 and 2017 measured at fair value on a recurring basis: December 31, 2018 December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial Assets: Cash and cash equivalents Money market mutual funds $8,943 $- $- $3,034 $- $- Total $8,943 $- $- $3,034 $- $- 63 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 8 – Marketable Securities The Company invests in short-term and long-term agency, municipal, corporate and other debt securities. The securities are categorized as held-to-maturity and are recorded at amortized cost. Categorization as held-to-maturity is based on the Company’s ability and intent to hold these securities tomaturity. Information regarding the Company’s short-term and long-term marketable securities as of December 31, 2018 and 2017 is as follows: December 31, 2018 (in thousands) AmortizedCost UnrealizedGains UnrealizedLosses Fair Value U.S. government agency securities $16,843 $- $(88) $16,755 Corporate debt securities 31,769 - (96) 31,673 U.S. municipal securities 17,509 1 (33) 17,477 Certificates of deposit/time deposits 4,208 - (25) 4,183 Total marketable securities $70,329 $1 $(242) $70,088 December 31, 2017 (in thousands) AmortizedCost UnrealizedGains UnrealizedLosses Fair Value U.S. government agency securities $32,320 $- $(199) $32,121 Corporate debt securities 29,806 - (128) 29,678 U.S. municipal securities 28,364 - (104) 28,260 Certificates of deposit/time deposits 3,968 - (32) 3,936 Total marketable securities $94,458 $- $(463) $93,995 Fair values for the corporate debt securities are primarily determined based on quoted market prices (Level 1). Fair values for the U.S. municipalsecurities, U.S. government agency securities and certificates of deposit are primarily determined using dealer quotes or quoted market prices for similarsecurities (Level 2). The Company tests for other than temporary losses on a quarterly basis and has considered the unrealized losses indicated above to be temporary innature. The investment policy adopted by the Company dictates that only investments in quality, highly rated debt securities are permitted. Thoseunrealized losses displayed above are the result of macroeconomic factors and are indicative of neither the quality of the underlying security nor theissuer’s ability to pay its debt. The Company intends, and has the ability, to hold the investments to maturity and recover the full principal. Classification of marketable securities as current or non-current is based upon the security’s maturity date as of the date of these financialstatements. 64 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The December 31, 2018 balance of held-to-maturity debt securities by contractual maturity is shown in the following table at amortized cost.Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepaymentpenalties. December 31, (in thousands) 2018 Due in one year or less $46,750 Due after one year through five years 23,579 Total marketable securities $70,329 Note 9 – Property and Equipment Property and equipment consists of the following: December 31, (in thousands) 2018 2017 Land $10,566 $8,910 Buildings and improvements 72,819 49,921 Machinery and equipment 185,416 148,535 Computer hardware and software 22,323 17,634 Leasehold improvements 7,330 6,634 Construction in progress 25,279 8,988 Total 323,733 240,622 Accumulated depreciation and amortization (95,732) (74,182)Property and equipment, net $228,001 $166,440 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $23.5 million, $18.0 million and $16.8 million, respectively. Note 10 – Inventory Inventory consists primarily of raw materials, which are recorded at the lower of cost or market using the average-cost method, which approximatesfirst-in, first-out (FIFO) cost. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowancesto reduce such items identified to their recoverable amounts. The Company’s inventory consists of the following: December 31, (in thousands) 2018 2017 Raw materials $9,560 $9,767 Work in process 792 1,998 Total inventory 10,352 11,765 Allowance for obsolescence (265) (494)Inventory, net of allowance $10,087 $11,271 65 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Note 11 – Financing Obligations The Company’s debt consists of the following: December 31, (in thousands) 2018 2017 Revolving Credit Facility, with interest rates from 2.50% to 2.59%, due at maturity in November2019 $- $5,000 Total Financing Obligations $- $5,000 The Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender on November 27,2017. The Credit Agreement provides the Company with a committed $30.0 million unsecured revolving credit facility (the “Facility”), which includes a$5.0 million letter of credit sub-facility. The commitments under the Facility will expire on November 30, 2019, and any loans outstanding on such datewill mature and be payable on such date. The Company’s obligations under the Credit Agreement are guaranteed by the Company’s domesticsubsidiaries. Loans under the Facility bear interest at a rate per annum equal to, at the election of the Company, either (i) a fluctuating rate per annumequal to daily one month LIBOR plus 1%, or (ii) a fixed rate per annum equal to LIBOR for an interest period of one, two or six months (as designated bythe Company) plus 1%. In addition, the Company will pay a commitment fee on the average daily unused amount of the Facility at a rate per annum equalto 0.15%. Note 12 – Employee Benefit Plans The Company maintains a 401(k) retirement plan that covers employees in the United States. Under the plan, a full-time or regular part-time (over20 hours/week) employee becomes a participant after completing three months of employment. Employees may elect to contribute up to 50 percent ofregular gross pay, subject to federal law limits on the dollar amount that participants may contribute to the plan, each calendar year. The Companymatches part of the employee contributions and may make a discretionary contribution to the plan. Total employer contributions were approximately $2.7million, $1.9 million and $1.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The Company also sponsors a defined contribution retirement plan that covers the employees in the United Kingdom. Total employercontributions were approximately $0.3 million, $0.3 million and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Note 13 – Stock-Based Compensation The Company has two equity incentive plans: the 2000 Stock Option Plan (2000 Plan) and the 2012 Long-Term Incentive Plan (2012 Plan). Uponthe adoption of the 2012 Plan on February 21, 2012, all shares that were reserved but not issued under the 2000 Plan were assumed by the 2012 Plan. Noadditional awards will be issued under the 2000 Plan. Under the 2012 Plan, the Company has the ability to grant stock options, stock appreciation rights(SARs), restricted stock, performance stock, stock units, other stock-based awards and cash incentive awards. Awards under the 2012 Plan have amaximum term of ten years from the date of grant. The compensation committee of the board of directors may provide that the vesting or payment of anyaward will be subject to the attainment of specified performance measures in addition to the satisfaction of any continued service requirements, and thecompensation committee will determine whether such measures have been achieved. The per share exercise price of stock options and SARs granted underthe 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. Restricted stock is valued atfair market value on the date of grant. 66 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The Company’s 2012 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase a variable number of shares of the Company’scommon stock at a discount through payroll deductions of up to 15 percent of their eligible compensation, subject to plan limitations. The ESPP providesfor six-month offering periods with a single purchase period, and at the end of each offering period, employees are able to purchase shares at 85 percent ofthe 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 offeringperiod. The Company determines the fair value stock-based compensation related to its ESPP in accordance with ASC 718 using the componentmeasurement approach and the Black-Scholes standard option pricing model. Employees purchased 33,562 and 41,307 shares of common stock under the ESPP at an average exercise price of $85.61 and $48.91 during 2018and 2017, respectively. As of December 31, 2018, 1,210,445 shares remained available for future issuance under the ESPP. The Company determines its stock-based compensation in accordance with ASC 718, which requires the measurement and recognition ofcompensation expense for all share-based payment awards made to employees and non-employee directors based on fair value. Determining the appropriate fair value model and calculating the fair value of stock option grants requires the input of subjective assumptions. TheCompany uses the Black-Scholes option pricing model to value its stock option awards. Stock-based compensation expense is calculated using theCompany’s best estimates, which involve inherent uncertainties and the application of management’s judgment. Significant estimates include itsexpected term and stock price volatility. The expected term of stock options is estimated from the vesting period of the award and represents the weighted average period that theCompany's stock options are expected to be outstanding. The Company estimates the volatility of its stock price based on the historic volatility of itscommon stock. The Company bases the risk-free interest rate that it uses in the Black-Scholes option pricing model on U.S. Treasury instruments withmaturities similar to the expected term of the award being valued. The Company has never paid and does not anticipate paying, any cash dividends in theforeseeable future and, therefore, the Company uses an expected dividend yield of zero in the option pricing model. The Company accounts for forfeituresas they occur. The Company allocates stock-based compensation expense on a straight-line basis over the requisite service period. The following table summarizes stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016, respectively: Year Ended December 31, (in thousands) 2018 2017 2016 Stock options and other $10,113 $7,954 $6,177 Employee stock purchase plan 815 604 598 Total stock-based compensation expense $10,928 $8,558 $6,775 Cost of revenue $1,543 $970 $691 Operating expenses: Marketing and sales 1,942 1,429 977 Research and development 1,517 1,091 1,396 General and administrative 5,926 5,068 3,711 Total stock-based compensation expense $10,928 $8,558 $6,775 67 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Stock Options The following table provides the assumptions used in the Black-Scholes option pricing model for the years ended December 31, 2018, 2017 and2016: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.52 - 3.07% 2.24 - 2.36% 1.53 - 2.68% Expected life (years) 6.25 6.50 6.50 Expected volatility 41.68 - 42.22% 42.68 - 44.68% 44.38 - 45.93% Expected dividend yield 0% 0% 0% Weighted average grant date fair value $50.08 $32.26 $26.61 The following table summarizes stock option activity and the weighted average exercise price for the years ended December 31, 2018, 2017 and2016: Weighted- Average Stock Options Exercise Price Options outstanding at January 1, 2016 766,042 $36.52 Granted 117,480 57.99 Exercised (226,164) 16.65 Cancelled (87,719) 61.41 Options outstanding at December 31, 2016 569,639 45.00 Granted 60,100 69.06 Exercised (187,313) 35.93 Cancelled (43,371) 61.02 Options outstanding at December 31, 2017 399,055 51.13 Granted 36,600 110.59 Exercised (155,765) 38.92 Cancelled (27,274) 74.35 Options outstanding at December 31, 2018 252,616 $64.71 Exercisable at December 31, 2018 125,925 $53.02 The outstanding options have a term of 10 years. For employees, options that have been granted become exercisable ratably over the vestingperiod, which is generally a four- or five-year period, beginning on the first anniversary of the grant date, subject to the employee’s continuing service tothe Company. For directors, options generally become exercisable in full on the first anniversary of the grant date. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016, was $13.0 million, $7.0 million and$11.1 million, respectively. The aggregate intrinsic value represents the cumulative difference between the fair market value of the underlying commonstock and the option exercise prices. For options outstanding at December 31, 2018, the weighted-average remaining contractual term was 5.7 years and the aggregate intrinsic valuewas $12.2 million. For options exercisable at December 31, 2018, the weighted-average remaining contractual term was 3.5 years and the aggregateintrinsic value was $7.5 million. Refer to the table below for additional information. 68 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The following table summarizes information about stock options outstanding at December 31, 2018: Options Outstanding, Vested and Expected to Vest Options Exercisable Range ofExercise Prices NumberOutstanding WeightedAverage RemainingContractual Life WeightedAverageExercisePrice ($) NumberExercisable WeightedAverageExercisePrice ($) $3.67 to $31.43 30,972 2.95 24.59 30,972 24.59 $31.44 to $66.87 133,492 5.36 58.52 69,210 58.78 $66.88 to $96.20 51,894 5.55 72.49 25,743 71.73 $96.21 to $123.10 36,258 9.23 110.59 0 0.00 The fair value of share-based payment transactions is recognized in the consolidated statements of comprehensive income. As of December 31,2018, there was $3.3 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over aweighted average period of 2.8 years. The total fair value of options vested was $1.5 million, $2.8 million and $3.6 million for the years endedDecember 31, 2018, 2017 and 2016, respectively. Restricted Stock The 2012 Plan provides for the award of restricted stock or restricted stock units. Restricted stock awards are share settled and restrictions lapseratably over the vesting period, which is generally a four- or five-year period, beginning on the first anniversary of the grant date, subject to theemployee’s continuing service to the Company. For directors, restrictions generally lapse in full on the first anniversary of the grant date. The following table summarizes restricted stock activity for the years ended December 31, 2018, 2017 and 2016: Weighted- Average Grant Date Restricted Fair Value Stock Awards Per Share Restricted stock at January 1, 2016 124,393 $68.97 Granted 161,555 59.37 Restrictions lapsed (41,415) 67.78 Forfeited (29,428) 63.23 Restricted stock at December 31, 2016 215,105 62.78 Granted 210,744 63.70 Restrictions lapsed (60,102) 63.60 Forfeited (30,916) 61.99 Restricted stock at December 31, 2017 334,831 63.29 Granted 106,855 115.41 Restrictions lapsed (86,191) 63.64 Forfeited (31,574) 68.67 Restricted stock at December 31, 2018 323,921 $79.85 69 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements As of December 31, 2018, there was $20.7 million of unrecognized compensation expense related to non-vested restricted stock, which is expectedto be recognized over a weighted-average period of 3.1 years. 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 targetnumber 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 ofthe performance period and the award recipient’s continued employment. The following table summarizes performance stock activity for the years ended December 31, 2018, 2017 and 2016: Weighted- Average Grant Date Performance Fair Value Stock Awards Per Share Performance stock at January 1, 2016 - $- Granted - - Restrictions lapsed - - Forfeited - - Performance stock at December 31, 2016 - - Granted 25,707 58.35 Restrictions lapsed - - Forfeited - - Performance stock at December 31, 2017 25,707 58.35 Granted 20,006 105.75 Restrictions lapsed - - Performance assumption change 6,427 58.35 Forfeited - - Performance stock at December 31, 2018 52,140 $76.54 As of December 31, 2018, there was $2.2 million of unrecognized compensation expense related to non-vested performance stock, which isexpected to be recognized over a weighted-average period of 1.8 years. Employee Stock Purchase Plan The following table presents the assumptions used to estimate the fair value of the ESPP during the years ended December 31, 2018, 2017 and2016: Year ended December 31, 2018 2017 2016 Risk-free interest rate 2.06 - 2.33% 0.97 - 1.48% 0.56 - 0.59% Expected life (months) 6.00 6.00 6.00 Expected volatility 31.50 - 37.36% 24.49 - 34.51% 39.51 - 49.13% Expected dividend yield 0% 0% 0% Note 14 – Commitments The Company leases property from third parties. The Company leases three of its U.S. facilities with terms expiring at various times from 2019 to2022. The Company also leases office space in the United Kingdom, France, Germany, Sweden and Italy with terms expiring at various times from 2019 to2025. The Company leases an office and manufacturing space in Japan, and the initial term expires in April 2023. The Company alsoleases manufacturing space in Germany with terms expiring at various times from 2019 to 2028. 70 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Future minimum commitments under non-cancelable leases at December 31, 2018, are as follows: OperatingLeases (in thousands) Years Ending December 31, 2019 $3,411 2020 2,612 2021 2,266 2022 2,211 2023 975 After 2023 2,142 Total future minimum lease payments $13,617 Rental expense was approximately $4.2 million, $3.0 million and $3.6 million for the years ended December 31, 2018, 2017 and 2016,respectively. Note 15 – Accumulated Other Comprehensive Loss Other comprehensive loss is comprised entirely of foreign currency translation adjustments. The following table presents the changes inaccumulated other comprehensive loss balances for the years ending December 31, 2018, 2017 and 2016, respectively: Year Ended December 31, (in thousands) 2018 2017 2016 Foreign currency translation adjustments Balance at beginning of period $(5,234) $(10,753) $(5,212)Other comprehensive (loss) income before reclassifications (3,258) 5,519 (5,541)Amounts reclassified from accumulated other comprehensive income (loss) - - - Net current-period other comprehensive (loss) income (3,258) 5,519 (5,541)Balance at end of period $(8,492) $(5,234) $(10,753) Note 16 – 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. Forthe years ended December 31, 2018, 2017 and 2016, the Company recorded an income tax provision of $15.1 million, $22.7 million and $21.5 million,respectively. The effective income tax rate for the years ended December 31, 2018, 2017 and 2016 was 16.4 percent, 30.4 percent and 33.4 percent,respectively. 71 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The effective tax rate decreased by 14.0% for the year ended December 31, 2018 when compared to 2017 primarily due to the impact of the TaxCuts and Jobs Act (the “ Act”), which was enacted on December 22, 2017. The Act reduced the U.S. federal corporate tax rate from 35% to 21%, requirescompanies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreignsourced earnings. The reduction to the U.S. tax rate results in revaluing deferred tax liabilities. At December 31, 2017, the Company had not completed itsaccounting for the tax effects of the enactment of the Act. However, the Company made a reasonable estimate on the effects of the transition tax andrecognized a provisional amount of $2.4 million which was included as a component of income tax expense from continuing operations. The Companywas also required to revalue its deferred tax liabilities to reflect the new U.S. federal corporate income tax rate from the Act which resulted in therecognition of an estimated tax benefit of $4.2 million in 2017. At December 31, 2018, the Company completed its accounting for the tax effects of theenactment of the Act. As a result, the Company recorded a tax benefit of $0.7 million for the final accounting for the transition tax and a tax benefit of$0.5 million resulting from the completion of the accounting related to the revaluation of its net deferred tax liabilities utilizing the new U.S. federalcorporate income tax rate. The impact of the tax effects for the enactment of the Act was a tax benefit of $3.0 million. The foreign tax effects of thetransition tax was based on our total post-1986 earnings and profits that we previously deferred from U.S. income taxes. No additional income taxes havebeen provided for any remaining undistributed foreign earnings not subject to the transition tax or any additional outside basis difference inherent inthese entities as these amounts continue to be indefinitely reinvested in foreign operations. The provision for income taxes is based on income before income taxes reported for financial statement purposes. The components of incomebefore income taxes are as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Domestic $81,893 $69,929 $59,232 Foreign 9,762 4,506 4,989 Total $91,655 $74,435 $64,221 Significant components of the provision for income taxes for the following periods are as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Current: Federal $(782) $17,808 $15,119 State 2,078 1,367 1,091 Foreign 1,810 2,215 2,439 Deferred Federal 11,325 865 2,758 State 538 193 75 Foreign (430) (1,918) (1,960)Valuation Allowance 528 2,127 1,992 Total $15,067 $22,657 $21,514 72 Table of Contents A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Federal tax statutory rate 21.0% 35.0% 35.0%State tax (net of federal benefit) 2.0 1.7 0.6 Share based compensation (2.8) (0.8) - Valuation allowance against deferred tax assets 0.7 2.9 3.1 Research and development credit (2.5) (2.2) (2.2)Foreign rate differential (0.1) (1.9) (2.8)Tax reserves (0.1) 0.9 1.4 Domestic manufacturing deduction - (2.5) (1.8)Other (0.5) (0.2) 0.1 Transition tax (0.8) 3.2 - Revaluation of deferred tax liability (0.5) (5.7) 0.0 Total 16.4% 30.4% 33.4% Significant components of deferred tax assets and liabilities are as follows: December 31, (in thousands) 2018 2017 Deferred tax assets: Accrued expenses $931 $756 Stock options, restricted stock and other 2,908 2,309 Intangible assets 748 429 Inventories 154 220 Other assets 666 625 Net operating loss 6,605 6,374 Less valuation allowance (6,900) (6,633)Total deferred tax assets 5,112 4,080 Deferred tax liabilities: Depreciation (21,788) (9,528)Goodwill (3,486) (1,518)Total deferred tax liabilities (25,274) (11,046)Net deferred tax liability $(20,162) $(6,966) The Company has recorded no U.S. deferred taxes related to the undistributed earnings of its non-U.S. subsidiaries as of December 31, 2018. Suchamounts are intended to be reinvested outside of the United States indefinitely. It is not practicable to estimate the amount of additional tax that might bepayable on the foreign earnings. As of December 31, 2018, the Company had accumulated undistributed earnings in non-U.S. subsidiaries of $6.8 million. As of December 31, 2018, the Company had estimated net operating loss carry forwards of $22.5 million for tax purposes. The net operating lossesrelate to operations in Japan and Germany. Japan losses can be carried forward for up to ten years but are limited to 50 percent of taxable income. Germanynet operating losses may be carried forward without any time limitations but are limited to €1 million, plus 50 percent of taxable income exceeding €1million. The remaining Japan net operating losses begin to expire at various dates between 2019 and 2026. The Company’s Japan operations are taxedboth by local authorities and in the U.S. 73 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The Company establishes valuation allowances for deferred tax assets when, after consideration of all positive and negative evidence, it isconsidered more-likely-than-not that a portion of the deferred tax assets will not be realized. The Company's valuation allowances of $6.9 million and$6.6 million at December 31, 2018 and 2017, respectively, reduce the carrying value of deferred tax assets associated with certain net operating loss carryforwards and other assets with insufficient positive evidence for recognition. The increase in the valuation allowance is primarily attributable tofluctuations in foreign currency and the net operating losses incurred in Germany in 2018. The Company files a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. With a few exceptions, theCompany is no longer subject to U.S. federal, state, or foreign income tax examinations by tax authorities for years before 2015. The Company has liabilities related to unrecognized tax benefits totaling $4.1 million and $4.2 million at December 31, 2018 and 2017,respectively, that if recognized would result in a reduction of the Company’s effective tax rate. The liabilities are classified as other long-term liabilities inthe accompanying consolidated balance sheets. The Company does not anticipate that total unrecognized tax benefits will materially change in the nexttwelve months. The Company recognizes interest and penalties related to income tax matters in income tax expense and reports the liability in current orlong-term income taxes payable as appropriate. Interest and penalties were immaterial for each of the years ended December 31, 2018, 2017 and 2016. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2018 2017 Balance at beginning of period $4,233 $3,796 Additions for tax positions of current year 593 831 Additions for tax positions of prior years 309 48 Decrease related to expiration of statutes of limitations (1,039) (442)Balance at period end $4,096 $4,233 Note 17 – Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business. Althoughthe results of litigation and claims cannot be predicted with certainty, the Company does not believe it is a party to any litigation the outcome of which, ifdetermined adversely, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Note 18 – Segment Reporting The Company’s reportable segments are based on the internal reporting used by the Company’s CEO, who is the chief operating decision maker(CODM), to assess operating performance and make decisions about the allocation of resources. The Company’s reportable segments are based upongeographic region, consisting of the United States and Europe. The Corporate Unallocated and Japan category includes non-reportable segments, as wellas research and development and general and administrative costs that are global in nature and that the Company does not allocate directly to itsoperating segments. Revenue in the United States is derived from Injection Molding, CNC Machining, 3D Printing and Sheet Metal product lines. Revenue in Europe isderived from Injection Molding, CNC Machining, and 3D Printing product lines. Revenue in Japan is derived from Injection Molding and CNCMachining product lines. Injection Molding revenue consists of sales of custom injection molds and injection-molded parts. CNC Machining revenueconsists of sales of CNC-machined and lathe-turned customer parts. 3D Printing revenue consists of sales of 3D-printed parts. Sheet Metal revenue consistsof sales of fabricated sheet metal parts. 74 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements The accounting policies of the reportable segments are the same as those described in Note 2 – Summary of Significant Accounting Policies.Intercompany transactions primarily relate to intercontinental activity and have been eliminated and are excluded from the reported amounts. Thedifference between income from operations and pre-tax income relates to foreign currency-related gains and losses and interest income on cash balancesand investments, which are not allocated to business segments. Revenue and income from operations by reportable segment are as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Revenue: United States $350,535 $263,086 $223,930 Europe 80,889 70,154 63,365 Japan 14,172 11,250 10,760 Total revenue $445,596 $344,490 $298,055 Year Ended December 31, (in thousands) 2018 2017 2016 Income from Operations: United States $120,641 $103,136 $89,308 Europe 16,804 12,846 11,657 Corporate Unallocated and Japan (48,547) (43,756) (39,198)Total income from operations $88,898 $72,226 $61,767 Total long-lived assets, expenditures for additions to long-lived assets and depreciation and amortization expense are as follows: December 31, December 31, December 31, (in thousands) 2018 2017 2016 Long-lived assets: United States $185,979 $125,308 $108,650 Europe 34,577 33,691 23,199 Japan 7,445 7,441 7,625 Total long-lived assets $228,001 $166,440 $139,474 Year Ended December 31, (in thousands) 2018 2017 2016 Expenditures for additions to long-lived assets: United States $78,762 $20,370 $21,190 Europe 7,576 11,704 5,954 Japan 766 561 6,472 Total expenditures for additions to long-lived assets $87,104 $32,635 $33,616 75 Table of Contents Proto Labs, Inc.Notes to Consolidated Financial Statements Year Ended December 31, (in thousands) 2018 2017 2016 Depreciation and Amortization: United States $21,117 $13,267 $12,533 Europe 4,679 4,174 3,386 Japan 958 1,033 1,566 Total depreciation and amortization $26,754 $18,474 $17,485 Note 19 – Subsequent Events None. 76 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 9A. 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 designand operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as ofthe end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, asof the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective and provided reasonableassurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarizedand reported accurately and within the timeframes 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. Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, asdefined in the Exchange Act Rule 13a-15(f). Management conducted an assessment of the Company’s internal control over financial reporting based onthe framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework(2013 framework). Based on the assessment, management concluded that, as of December 31, 2018, the Company’s internal control over financialreporting is effective. The Company’s registered public accounting firm’s attestation report on the Company’s internal control over financial reporting isprovided in Part II, Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financialreporting. Item 9B. Other Information None. 77 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item with respect to Item 401 relating to executive officers is contained in Item 1 of this Annual Report on Form10-K under the heading “Executive Officers of the Registrant” and with respect to other information relating to our directors will be set forth in our 2019Proxy Statement under the caption “Proposal 1 — Election of Directors,” which will be filed no later than 120 days after the end of the fiscal year coveredby this Annual Report on Form 10-K, and is incorporated herein by reference. The information required by this item under Item 405 of Regulation S-K is incorporated herein by reference to the section titled “CorporateGovernance — Section 16(a) Beneficial Ownership Reporting Compliance” of our 2019 Proxy Statement, which will be filed no later than 120 days afterthe end of the fiscal year covered by this Annual Report on Form 10-K. The information required by this item under Items 407 (c)(3), (d)(4) and (d)(5) ofRegulation S-K is incorporated herein by reference to the section titled “Corporate Governance” of our 2015 Proxy Statement, which will be filed no laterthan 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. We have adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principalexecutive officer and principal financial officer. The Code of Ethics and Business Conduct is available on our website at www.protolabs.com under theInvestors Relations section. We plan to post to our website at the address described above any future amendments or waivers of our Code of Ethics andBusiness Conduct. Item 11. Executive Compensation Information related to this item is incorporated herein by reference to the sections titled “Compensation Discussion and Analysis,” “CorporateGovernance — Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” of our 2019 Proxy Statement,which will be filed no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management Information related to security ownership required by this item is incorporated herein by reference to the section titled “Security Ownership ofCertain Beneficial Owners and Management” of our 2019 Proxy Statement, which will be filed no later than 120 days after the end of the fiscal yearcovered by this Annual Report on Form 10-K. Information related to our equity compensation plans required by this item is incorporated herein byreference to the section titled “Compensation Discussion and Analysis – Information Regarding Equity-Based Compensation Plans” of our 2019 ProxyStatement, which will be filed no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item is incorporated herein by reference to the sections titled “Corporate Governance — Certain Relationships andRelated Party Transactions,” and “Corporate Governance — Director Independence” of our 2019 Proxy Statement, which will be filed no later than 120days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. Principal Accountant Fees and Services Information required by this item is incorporated herein by reference to the section titled “Fees Paid to Independent Registered Public AccountingFirm” of our 2019 Proxy Statement, which will be filed no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 78 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: 1. Consolidated Financial Statements See Index to Consolidated Financial Statement at Item 8 herein. 2. Financial Statement Schedules Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or isshown in the financial statement or notes herein. 3. Exhibits See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K. 79 Table of Contents SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized. Proto Labs, Inc. Date: February 22, 2019 /s/ Victoria M. Holt Victoria M. Holt President and Chief Executive Officer(Principal Executive Officer) Date: February 22, 2019 /s/ John A. Way John A. Way Chief Financial Officer(Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theRegistrant in the capacities and on the dates indicated. Date: February 22, 2019 /s/ Victoria M. Holt Victoria M. Holt President and Chief Executive Officer and Director(Principal Executive Officer) Date: February 22, 2019 /s/ John A. Way John A Way Chief Financial Officer(Principal Financial and Accounting Officer) Chairman of the Board of Directors:Sven A. Wehrwein* Directors:Archie C. Black*Sujeet Chand*Rainer Gawlick*John B. Goodman*Donald G. Krantz* *Victoria M. Holt, by signing her name hereto, does hereby sign this document on behalf of each of the above named officers and directors of theregistrant pursuant to powers of attorney duly executed by such persons and filed as an exhibit hereto. Date: February 22, 2019 /s/ Victoria M. Holt Victoria M. Holt President and Chief Executive Officer(Principal Executive Officer) 80 Table of Contents ExhibitNumber Description of Exhibit2.1(29) Membership Interest Purchase Agreement, dated November 16, 2017, by and among Proto Labs, Inc., Rapid Manufacturing Group, LLCand the members listed therein. (Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.)3.1(1) Third Amended and Restated Articles of Incorporation of Proto Labs, Inc.3.2(27) Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 20153.3(2) Second Amended and Restated By-Laws of Proto Labs, Inc, as amended through November 8, 2016.4.1(3) Form of certificate representing common shares of Proto Labs, Inc.10.1(4)# 2012 Long-Term Incentive Plan, as amended as of August 5, 201510.2(5)# Form of Incentive Stock Option Agreement under 2012 Long-Term Incentive Plan10.3(6)# Form of Non-Statutory Stock Option Agreement (Directors) under 2012 Long-Term Incentive Plan10.4(7)# Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2012 Long-Term Incentive Plan10.5(8)# Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2012 Long-Term Incentive Plan10.6(9)# Employee Stock Purchase Plan10.7(10) Stock Subscription Warrant issued to John B. Tumelty10.8(11)# 2000 Stock Option Plan, as amended10.9(12)# Form of Incentive Stock Option Agreement under 2000 Stock Option Plan10.10(13)# Form of Non-Statutory Stock Option Agreement (Directors) under 2000 Stock Option Plan10.11(14)# Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2000 Stock Option Plan10.12(15)# Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2000 Stock Option Plan10.13(16)# Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2000 Stock Option Plan10.14(17)# Amended and Restated Credit Agreement, dated as of September 30, 2011, between Proto Labs, Inc. and Wells Fargo Bank, N.A.10.15(18)# Credit Agreement, dated November 27, 2017, by and among Proto Labs and Wells Fargo Bank, National Association10.16(19)# Form of U.S. Severance Agreement10.17(20)# Form of UK Severance Agreement10.18(21)# Executive Employment Agreement, dated February 6, 2014, by and between Proto Labs, Inc. and Victoria M. Holt10.19(22)# Form of Restricted Stock Agreement under 2012 Long-Term Incentive Plan for the initial grant to Victoria M. Holt10.20(23)# Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.S. Employees)10.21(24)# Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.K. Employees)10.22(25)# Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (Directors)10.23(26)# Severance Agreement, dated December 18, 2014, by and between Proto Labs, Inc. and John A. Way10.24(28)# Form of Performance Stock Unit Agreement under 2012 Long-Term Incentive Plan10.25(30)# Form of Deferred Stock Unit Agreement under 2012 Long-Term Incentive Plan21.1 Subsidiaries of Proto Labs, Inc.23.1 Consent of Ernst & Young LLP24.1 Powers of Attorney31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act32.1* Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act101.INS** XBRL Instance Document101.SCH** XBRL Taxonomy Extension Schema Document101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document101.DEF** XBRL Taxonomy Extension Definition Linkbase Document101.LAB** XBRL Taxonomy Extension Label Linkbase Document101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document 81 Table of Contents (1)Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(2)Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the Commission on November 8, 2016.(3)Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(4)Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed with the Commission on November 3, 2015.(5)Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(6)Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(7)Incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(8)Incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(9)Incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on February 13, 2012.(10)Incorporated by reference to Exhibit 99.7 to the Company’s Registration Statement on Form S-8 (File No. 333-179651), filed with the Commissionon February 23, 2012.(11)Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with the Commissionon July 25, 2011.(12)Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with the Commissionon July 25, 2011.(13)Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with the Commissionon July 25, 2011.(14)Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with theCommission on July 25, 2011.(15)Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with theCommission on July 25, 2011.(16)Incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-175745), filed with theCommission on July 25, 2011.(17)Incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with theCommission on October 26, 2011.(18)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on December 1, 2017.(19)Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K, filed with the Commission on March 1, 2013.(20)Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed with the Commission on May 8, 2013.(21)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on February 6, 2014.(22)Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the Commission on February 6, 2014.(23)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on February 12, 2014.(24)Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the Commission on February 12, 2014.(25)Incorporated by reference to Exhibit 99.6 to the Company's Registration Statement on Form S-8 (file No. 333-194272), filed with the Commissionon March 3, 2014.(26)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on December 19, 2014.(27)Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the Commission on May 21, 2015.(28)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on February 17, 2017.(29)Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the Commission on November 21, 2017.(30)Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed with the Commission on August 1, 2018. #Indicates management contract or compensatory plan or arrangement. *The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” forpurposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by referenceinto any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that theregistrant specifically incorporates it by reference. **Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of aregistration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of1934 and otherwise are not subject to liability under these sections. 82 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT All of the Company’s subsidiaries listed below are wholly owned. Name Jurisdiction of Incorporation or Organization PL-US International LLC United StatesRapid Manufacturing GroupLLC United StatesProto Labs Ltd. United KingdomPL Euro Services Ltd. United KingdomPL International Holdings UKLtd United KingdomPL DE Holding GmbH GermanyProto Labs GmbH GermanyProto Labs Eschenlohe GmbH GermanyProto Labs G.K. Japan Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-179651, 333-194272 and 333-202486) pertaining to the2012 Long-Term Incentive Plan, Employee Stock Purchase Plan, 2000 Stock Option Plan, and Stock Subscription Warrant of Proto Labs, Inc. of ourreports dated February 22, 2019, with respect to the consolidated financial statements of Proto Labs, Inc., and the effectiveness of internal control overfinancial reporting of Proto labs, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2018. /s/ Ernst & Young LLP Minneapolis, MinnesotaFebruary 22, 2019 Exhibit 24.1 PROTO LABS, INC.POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER Each of the undersigned directors and/or officers of Proto Labs, Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appointVictoria M. Holt and John A. Way, and each of them, either of whom may act without the joinder of the other, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign on his or her behalf,individually and in the capacities stated below, the Annual Report on Form 10-K for the year ended December 31, 2018 under the Securities ExchangeAct of 1934, as amended, with any amendment or amendments thereto, with all exhibits thereto and other supporting documents, with the U.S. Securitiesand Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessaryor incidental to the performance and execution of the powers herein expressly granted. IN WITNESS WHEREOF, each of the undersigned directors and/or officers of Proto Labs, Inc. has hereunto set his or her hand this 22nd day of February,2019. /s/ Sven Wehrwein ChairmanSven A. Wehrwein /s/ Victoria M. Holt President, Chief Executive Officer and DirectorVictoria M. Holt /s/ John A. Way Chief Financial OfficerJohn A. Way /s/ Archie C. Black DirectorArchie C. Black /s/ Rainer Gawlick DirectorRainer Gawlick /s/ John B. Goodman DirectorJohn B. Goodman /s/ Donald G. Krantz DirectorDonald G. Krantz /s/ Sujeet Chand DirectorSujeet Chand Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OFTHE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002 I, Victoria M. Holt, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proto Labs, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: February 22, 2019By:/s/ Victoria M. Holt Victoria M. Holt President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OFTHE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002 I, John A. Way, certify that: 1. I have reviewed this Annual Report on Form 10-K of Proto Labs, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: February 22, 2019By:/s/ John A. Way John A. Way Chief Financial Officer (Principal Financial Officer) Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Victoria M. Holt, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the AnnualReport of Proto Labs, Inc. on Form 10-K for the fiscal year ended December 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financialcondition and results of operations of Proto Labs, Inc. Date: February 22, 2019 By:/s/ Victoria M. Holt Name:Victoria M. Holt Title:President and Chief Executive Officer I, John A. Way, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Reportof Proto Labs, Inc. on Form 10-K for the fiscal year ended December 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financialcondition and results of operations of Proto Labs, Inc. Date: February 22, 2019 By:/s/ John A. Way Name:John A. Way Title:Chief Financial Officer
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