United States securities and exchange commission logo
March 15, 2022
Daniel Schumacher
Interim Chief Financial Officer
Proto Labs Inc
5540 Pioneer Creek Drive
Maple Plain, Minnesota 55359
Re: Proto Labs Inc
Form 10-K for the
Year Ended December 31, 2021
Form 8-K furnished
February 11, 2022
File No. 001-35435
Dear Mr. Schumacher:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Financial Statements
Notes to Consolidated Financial Statements
Note 5 Business Combinations, page 63
1. We note your statement
in the fifth paragraph that pro forma disclosures were not
included as the
impact to the Company s results of operations not material. In this
regard, we note that
the purchase price of $294.1 million was material to your balance
sheet. Please
demonstrate why the impact to the results of operations was not material or
alternatively, revise
to include the information. In addition, revise to include the amounts
of revenue and earnings
of the acquiree in accordance with ASC 805-10-50-2.h.1.
Note 10 Inventory, page 67
2. You disclose that
inventories are stated at the lower of cost or market. Please clarify if you
recognize inventory at
the lower of cost or market, or lower of cost and net realizable
Daniel Schumacher
Proto Labs Inc
March 15, 2022
Page 2
value, and revise your disclosures accordingly. See ASC 330-10-35-1B.
Form 8-K furnished February 11, 2022
Exhibit 99.1, page 1
3. We note your presentation of Adjusted EBITDA margin in the second set
of bullet points
on page 1. We further note that in your explanation of non-GAAP
measures on page 2,
Adjusted EBITDA margin is not defined or disclosed, nor is the
usefulness to investors,
the reasons how management uses the measure, and a reconciliation to
the most
comparable GAAP measure. Please revise to include all information
required by
Instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(1)(i) of
Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Heather Clark at 202-551-3624 or Claire Erlanger at
202-551-3301 with
any questions.
FirstName LastNameDaniel Schumacher Sincerely,
Comapany NameProto Labs Inc
Division of
Corporation Finance
March 15, 2022 Page 2 Office of
Manufacturing
FirstName LastName