/X/
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
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December 31, 2012
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or
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/ /
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____ to ____.
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DELAWARE
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74-2747608
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
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78727
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, $0.001 par value
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The NASDAQ Global Select Market
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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PART I
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PAGE
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PART II
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PART III
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PART IV
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Exhibit 10.46
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Exhibit 10.47
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Exhibit 21.1
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Exhibit 23.1
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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•
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risks and uncertainties relating to market demand and acceptance of our products and technology;
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•
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dependence on strategic partners for development, commercialization and distribution of products;
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•
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concentration of our revenue in a limited number of strategic partners, some of which may be experiencing decreased demand for their products utilizing or incorporating our technology, budget or finance constraints in the current economic environment, or periodic variability in their purchasing patterns or practices;
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•
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the timing of and process for regulatory approvals;
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•
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the impact of the ongoing uncertainty in U.S. and global finance markets and changes in government and government agency funding, including its effects on the capital spending policies of our partners and end users and their ability to finance purchases of our products;
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•
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fluctuations in quarterly results due to a lengthy and unpredictable sales cycle, fluctuations in bulk purchases of consumables, fluctuations in product mix, and the seasonal nature of some of our assay products;
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•
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our ability to obtain and enforce intellectual property protections on our products and technologies;
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•
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risks and uncertainties associated with implementing our acquisition strategy, including our ability to obtain financing, our ability to integrate acquired companies, such as GenturaDx, Inc. acquired in July 2012, or selected assets into our consolidated business operations, and the ability to recognize the benefits of our acquisitions;
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•
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reliance on third party distributors for distribution of specific assay products;
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•
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our ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels;
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•
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potential shortages, or increases in costs, of components or other disruptions to our manufacturing operations;
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•
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competition;
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•
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our ability to successfully launch new products;
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•
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our increasing dependency on information technology to enable us to improve the effectiveness of our operations and to monitor financial accuracy and efficiency;
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•
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the implementation, including any modification, of our strategic operating plans;
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•
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the uncertainty regarding the outcome or expense of any litigation brought against or initiated by us; and
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•
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risks relating to our foreign operations, including fluctuations in exchange rates, tariffs, customs and other barriers to importing/exporting materials and products in a cost effective and timely manner; difficulties in accounts receivable collections; the burden of monitoring and complying with foreign and international laws and treaties; and the burden of complying with and change in international taxation policies.
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•
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measure the presence and quantity of substances such as infectious agents, antigens for histocompatibility, hormones, cancer markers and other proteins in a patient’s blood, other body fluid or tissue to assist physicians in diagnosing, treating or monitoring disease conditions;
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•
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detect genetic variations, such as single nucleotide polymorphisms or genetic mutations present in inherited diseases;
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•
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measure the response to a compound or dosage by measuring cellular activity for drug discovery and development; and
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•
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assist physicians in prescribing or dosing the appropriate drug therapy based on the patient’s genetic makeup, a field known as pharmacogenetics.
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KEY TECHNOLOGIES
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DESCRIPTION
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MARKETS SERVED
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BioChips/Microarrays
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High-density arrays of DNA fragments or proteins attached to a flat glass or silicon surface
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Biomedical research and clinical diagnostics
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Sequencing
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Instruments which “read” the nucleotide sequence of DNA or ribonucleic acid (RNA) by a variety of methods
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Biomedical research and clinical diagnostics
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Automated Immunoassays
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Automated test tube-based instruments used for detecting antibodies, proteins and other analytes
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Clinical diagnostics
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Gels and blots
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Physical separation of molecules or analytes for visualization
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Biomedical research and clinical diagnostics
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PCR methods
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Tests which use PCR technology to test DNA and RNA
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Nucleic acid testing in clinical diagnostics and biomedical research
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Microfluidics chips
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Miniaturized liquid handling system on a chip
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Biomedical research and clinical diagnostics
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Microtiter-plate based assays
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Plastic trays with discrete wells in which different types of assays are performed, usually Enzyme-Linked Immuno-Sorbent Assay (ELISA) tests
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Drug discovery, clinical diagnostics and biomedical research
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Genotyping technologies
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DNA primers or probes designed to identify small differences between DNA targets using methods such as primer extension assays, ligation assays, cleavage assays or hybridization assays, sequencing and others
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Drug discovery, clinical diagnostics and biomedical research
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Gene expression technologies
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DNA primers or probes designed to measure the degree of transcriptional activity of a specific gene, indicating how active the cells are in making the protein encoded by that gene
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Drug discovery, clinical diagnostics and biomedical research
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•
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Multi-analyte/multi-format
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•
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Flexibility/scalability
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•
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Both protein and nucleic acid applications on a single platform
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•
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High throughput
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•
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Ease of use
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•
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Cost effective
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•
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Focus on key market segments
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•
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Direct sales and customer support in molecular diagnostics
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•
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Continue to develop strategic partnerships focused in select key market segments
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•
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Develop and deliver market-leading assay products
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•
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Develop next generation products
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•
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Opportunistically pursue acquisitions that could accelerate these strategies
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•
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New product development
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•
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Instrument development
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•
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Assay development
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•
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Consumable development
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•
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Software development
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•
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Automation
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•
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Enhancing bioassay performance and operational efficiencies
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Name
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Age
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Position
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Patrick J. Balthrop
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56
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President and Chief Executive Officer
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Harriss T. Currie
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51
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Chief Financial Officer, Vice President, Finance and Treasurer
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Jeremy Bridge-Cook, Ph.D
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44
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Senior Vice President, R&D
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Michael F. Pintek
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44
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Senior Vice President, Operations
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Russell W. Bradley
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48
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Vice President, Business Development and Strategic Planning
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Timothy R. Dehne
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47
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Vice President, Global Marketing
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David S. Reiter
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46
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Vice President, General Counsel and Corporate Secretary
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•
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convince prospective strategic partners and customers that our technology is an attractive alternative to other technologies for pharmaceutical, research, clinical, biomedical and genetic testing and analysis;
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•
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encourage these partners to develop and market products using our technology;
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•
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manufacture products in sufficient quantities with acceptable quality and at an acceptable cost;
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•
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obtain and maintain sufficient pricing and royalties from partners on such Luminex products; and
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•
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place and service sufficient quantities of our products, including the ability to provide the level of service required in the mainstream clinical diagnostics market segment.
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•
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We do not control the timing or extent of product development, marketing or sale of our products by our strategic partners.
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•
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We do not control the incentives provided by our strategic partners and distributors to their sales personnel.
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•
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We utilize a limited number of geographically focused distributors for a portion of our sales, including several of our key assay products and the loss of or nonperformance by these distributors could harm our revenues in the territories serviced by these distributors.
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•
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A significant number of our strategic partners intend to produce clinical diagnostic applications that may need to be approved by the FDA, or other regulatory bodies in jurisdictions outside of the United States.
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•
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Certain strategic partners may have unique requirements for their applications and systems. Assisting the various strategic partners may strain our research and development and manufacturing resources. To the extent that we are not able to timely assist our strategic partners, the commercialization of their products will likely be delayed.
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•
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Certain strategic partners may fail to deliver products that satisfy market requirements, or such products may fail to perform properly.
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•
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We have limited access to partner and distributor confidential corporate information. A sudden unexpected change in ownership, strategy or other material event could adversely impact partner purchases of our products.
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•
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Partners tend to order in bulk prior to the production of new lots of their products and prior to major product development initiatives. The frequency of these bulk purchases is difficult to predict and may cause large fluctuations in microsphere sales quarter to quarter.
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•
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we may not be able to accurately estimate the financial effect of acquisitions on our business;
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•
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future acquisitions may require us to incur debt or other obligations, issue additional securities, incur large and immediate write-offs, issue capital stock potentially dilutive to our stockholders or spend significant cash, or may negatively affect our operating results and financial condition. For example, the acquisition of GenturaDx is expected to have an anticipated short term dilutive effect on our earnings per share calculated in accordance with U.S. GAAP primarily due to the amortization of the intangible assets in connection with the acquisition;
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•
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if we spend significant funds or incur additional debt or other obligations, our ability to obtain financing for working capital or other purposes could decline, and we may be more vulnerable to economic downturns and competitive pressures.
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•
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technological advancement or worse than expected performance of acquired businesses may result in the impairment of intangible assets;
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•
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we may be unable to realize the anticipated benefits and synergies from acquisitions as a result of inherent risks and uncertainties, including difficulties integrating acquired businesses or retaining their key personnel, partners, customers or other key relationships, entering market segments in which we have no or limited experience, and risks that acquired entities may not operate profitably or that acquisitions may not result in improved operating performance;
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•
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we may fail to successfully obtain appropriate regulatory approval or clearance for products under development of our acquired businesses;
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•
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we may fail to successfully manage relationships with customers, distributors and suppliers;
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•
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our customers may not accept products of our acquired businesses;
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•
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we may fail to effectively coordinate sales and marketing efforts of our acquired businesses;
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•
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we may fail to combine product offerings and product lines of our acquired businesses quickly and effectively;
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•
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we may fail to effectively enhance acquired technology and products to develop new products relating to the acquired businesses;
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•
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an acquisition may involve unexpected costs or liabilities, including as a result of pending and future shareholder lawsuits relating to acquisitions or exercise by shareholders of their statutory appraisal rights, or the effects of purchase accounting may be different from our expectations;
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•
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an acquisition may involve significant contingent payments that may adversely affect our future liquidity or capital resources;
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•
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acquisitions and subsequent integration of these companies may disrupt our business and distract our management from other responsibilities; and
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•
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the costs of unsuccessful acquisition efforts may adversely affect our financial performance.
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•
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disparate information technology, internal control, financial reporting and record-keeping systems;
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•
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differences in accounting policies, including those requiring judgment or complex estimation processes;
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•
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new partners or customers who may operate on terms and programs different than ours;
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•
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additional employees not familiar with our operations;
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•
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unanticipated additional transaction and integration-related costs;
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•
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our current and prospective customers and suppliers may experience uncertainty associated with an acquisition, including with respect to current or future business relationships with us and may attempt to negotiate changes in existing business;
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•
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facilities or operations of acquired businesses in remote locations or potentially foreign jurisdictions and the inherent risks of operating in unfamiliar legal and regulatory environments; and
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•
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new products, including the risk that any underlying intellectual property associated with such products may not have been adequately protected or that such products may infringe on the proprietary rights of others.
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•
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the possibility that one or more of our suppliers or our assemblers that do not have supply agreements with us could terminate their services at any time without penalty;
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•
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natural disasters such as earthquakes, tsunamis, and floods that impact our suppliers;
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•
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the potential obsolescence and/or inability of our suppliers to obtain required components;
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•
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the potential delays and expenses of seeking alternate sources of supply or manufacturing services;
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•
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the inability to qualify alternate sources without impacting performance claims of our products;
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•
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reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternate suppliers or assemblers; and
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•
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increases in prices of raw materials and key components.
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•
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changes in or interpretations of foreign law that may adversely affect our ability to sell our products, perform services or repatriate profits to the United States;
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•
|
tariffs, customs and other barriers to importing/exporting materials and products in a cost effective and timely manner;
|
•
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hyperinflation or economic or political instability in foreign countries;
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•
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imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
|
•
|
conducting business in places where business practices and customs are unfamiliar and unknown;
|
•
|
difficulties in staffing and managing international operations;
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•
|
the burden of complying with complex and changing foreign regulatory requirements;
|
•
|
difficulties in accounts receivable collections;
|
•
|
the imposition of restrictive trade policies, including export restrictions;
|
•
|
worldwide political conditions;
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•
|
the imposition of inconsistent laws or regulations;
|
•
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reduced protection of intellectual property rights and trade secrets in some foreign countries;
|
•
|
the imposition or increase of investment requirements and other restrictions by foreign governments;
|
•
|
the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute;
|
•
|
uncertainties relating to foreign laws, including labor laws, and legal proceedings;
|
•
|
the burden of complying with foreign and international laws and treaties;
|
•
|
significant currency fluctuations;
|
•
|
the burden of complying with and changes in international taxation policies;
|
•
|
having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act; and
|
•
|
having to comply with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and supply foreign affiliates, partners and customers.
|
•
|
actual or anticipated variations in quarterly operating results from historical results or estimates of results prepared by securities analysts;
|
•
|
new, or changes in, recommendations, guidelines or studies that could affect the use of our products;
|
•
|
announcements of acquisitions or of technological innovations or new products or services by us or our competitors;
|
•
|
developments in relationships with our customers and suppliers;
|
•
|
announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
the success or lack of success of integrating our acquisitions;
|
•
|
conditions or trends in the life science, biotechnology and pharmaceutical industries;
|
•
|
published studies and reports relating to the comparative efficacy of products and markets in which we participate;
|
•
|
additions or departures of key personnel;
|
•
|
developments in patents or other intellectual property rights and litigation;
|
•
|
changes in financial estimates by securities analysts;
|
•
|
general worldwide economic conditions and interest rates;
|
•
|
instability in the United States and other financial markets and the ongoing and possible escalation of unrest in the Middle East, other armed hostilities or further acts or threats of terrorism in the United States or elsewhere;
|
•
|
sales of our common stock; and
|
•
|
the potential adverse impact of the secondary trading of our stock on foreign exchanges which are subject to less regulatory oversight than the NASDAQ Global Select Market, without our permission, and the activity of the market makers of our stock on such exchanges, including the risk that such market makers may engage in naked short sales and/or other deceptive trading practices which may artificially depress or otherwise affect the price of our common stock on the NASDAQ Global Select Market.
|
•
|
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
limiting our ability to borrow additional funds for working capital, capital and research and development expenditures, acquisitions and general corporate or other purposes; and
|
•
|
exposing us to interest rate risk.
|
2012
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
23.62
|
|
|
$
|
19.50
|
|
Second Quarter
|
|
$
|
25.79
|
|
|
$
|
21.10
|
|
Third Quarter
|
|
$
|
25.75
|
|
|
$
|
16.80
|
|
Fourth Quarter
|
|
$
|
19.71
|
|
|
$
|
15.58
|
|
|
|
|
|
|
||||
2011
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
19.65
|
|
|
$
|
16.78
|
|
Second Quarter
|
|
$
|
21.89
|
|
|
$
|
18.46
|
|
Third Quarter
|
|
$
|
24.70
|
|
|
$
|
18.33
|
|
Fourth Quarter
|
|
$
|
23.38
|
|
|
$
|
18.45
|
|
|
12/07
|
|
|
12/08
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
Luminex Corporation
|
100.00
|
|
|
131.53
|
|
|
91.93
|
|
|
112.56
|
|
|
130.73
|
|
|
103.44
|
|
NASDAQ Composite
|
100.00
|
|
|
59.03
|
|
|
82.25
|
|
|
97.32
|
|
|
98.63
|
|
|
110.78
|
|
NASDAQ Biotechnology
|
100.00
|
|
|
93.40
|
|
|
103.19
|
|
|
113.89
|
|
|
129.12
|
|
|
163.33
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share ($)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
10/1/2012
|
390
|
|
|
19.21
|
|
|
—
|
|
|
$
|
—
|
|
11/1/2012
|
375
|
|
|
16.98
|
|
|
—
|
|
|
$
|
—
|
|
12/1/2012
|
9,859
|
|
|
16.76
|
|
|
—
|
|
|
$
|
—
|
|
Total Fourth Quarter
|
10,624
|
|
|
16.86
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Total shares purchased includes shares attributable to the withholding of shares by Luminex to satisfy the payment of tax obligations related to the vesting of restricted shares.
|
(2)
|
On February 2, 2012, the Board of Directors authorized the repurchase of common stock up to the lesser of $22.75 million, or 650,000 shares, of its outstanding stock. The amount authorized for repurchase was depleted in the third quarter of 2012 and this stock repurchase plan expired on December 31, 2012. On February 20, 2013, the Board of Directors authorized the repurchase of up to the lesser of $22.5 million worth, or 900,000 shares, of outstanding common stock. The stock repurchase program is scheduled to expire on December 31, 2013.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Consolidated Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
202,582
|
|
|
$
|
184,339
|
|
|
$
|
141,557
|
|
|
$
|
120,643
|
|
|
$
|
104,447
|
|
Gross profit
|
142,574
|
|
|
125,490
|
|
|
96,377
|
|
|
81,294
|
|
|
70,946
|
|
|||||
Income from operations
|
22,716
|
|
|
23,843
|
|
|
11,251
|
|
|
7,399
|
|
|
3,353
|
|
|||||
Net income
|
12,407
|
|
|
14,474
|
|
|
5,231
|
|
|
17,729
|
|
|
3,057
|
|
|||||
Net income applicable to common stockholders
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
5,231
|
|
|
$
|
17,729
|
|
|
$
|
3,057
|
|
Net income per common share, basic
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
|
$
|
0.44
|
|
|
$
|
0.08
|
|
Shares used in computing net income per common share (basic)
|
40,927
|
|
|
41,262
|
|
|
41,030
|
|
|
40,562
|
|
|
37,868
|
|
|||||
Net income per common share, diluted
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.08
|
|
Shares used in computing net income per common share (diluted)
|
41,884
|
|
|
42,537
|
|
|
42,438
|
|
|
41,633
|
|
|
39,700
|
|
|
At December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
42,789
|
|
|
$
|
58,282
|
|
|
$
|
89,487
|
|
|
$
|
90,843
|
|
|
$
|
81,619
|
|
Short-term investments
|
13,607
|
|
|
42,574
|
|
|
28,404
|
|
|
8,511
|
|
|
40,501
|
|
|||||
Long-term investments
|
3,000
|
|
|
6,151
|
|
|
6,021
|
|
|
20,228
|
|
|
2,000
|
|
|||||
Working capital
|
102,530
|
|
|
136,933
|
|
|
151,938
|
|
|
122,398
|
|
|
131,767
|
|
|||||
Total assets
|
296,999
|
|
|
282,647
|
|
|
265,810
|
|
|
248,013
|
|
|
217,291
|
|
|||||
Total long-term debt
|
1,702
|
|
|
2,573
|
|
|
3,351
|
|
|
3,591
|
|
|
3,359
|
|
|||||
Total stockholders' equity
|
259,667
|
|
|
250,855
|
|
|
234,865
|
|
|
218,738
|
|
|
194,540
|
|
•
|
System revenue is generated from the sale of our xMAP multiplexing analyzers and peripherals and automated punching
|
•
|
Consumable revenue is generated from the sale of our dyed polystyrene microspheres and sheath and drive fluid. Our larger commercial and development partners often purchase these consumables in bulk to minimize the number of incoming qualification events and to allow for longer development and production runs.
|
•
|
Royalty revenue is generated when a partner sells our proprietary microspheres to an end user; a partner sells a kit incorporating our proprietary microspheres to an end user or when a partner utilizes a kit to provide a testing result to a user. End users can be facilities such as testing labs, development facilities and research facilities that buy prepared kits and have specific testing needs or testing service companies that provide assay results to pharmaceutical research companies or physicians.
|
•
|
Assay revenue is generated from the sale of our kits which are a combination of chemical and biological reagents and our proprietary xMAP bead technology used to perform diagnostic and research assays on samples as well as real-time PCR and multiplexed PCR assays using our proprietary MultiCode technology.
|
•
|
Service revenue is generated when a partner or other owner of a system purchases a service contract from us after the standard warranty has expired or pays us for our time and materials to service instruments. Service contract revenue is amortized over the life of the contract and the costs associated with those contracts are recognized as incurred.
|
•
|
Other revenue consists of items such as training, shipping, parts sales, license revenue, grant revenue, contract research and development fees, milestone revenue and other items that individually amount to less than 5% of total revenue.
|
•
|
Luminex grew total revenue 10% over
2011
revenue to
$202.6 million
.
|
•
|
Gross margin percentage of 70%, up from 68% in
2011
.
|
•
|
2012
assay revenue increased 54% over the prior calendar year.
|
•
|
System shipments of 981 multiplexing analyzers, resulting in cumulative life-to-date multiplexing analyzer shipments of 9,659, up 11% from a year ago.
|
•
|
Partners reported over $397 million of royalty bearing end user sales on xMAP technology for the year, a 4% increase over
2011
.
|
•
|
Extended our global sales and distribution agreement with Bio-Rad Laboratories, Inc. to 2023, including the grant of global sales and distribution rights for our MAGPIX multiplexing instrument.
|
•
|
Received CE marking of both the xMAP NeoPlex4® Assay and NeoPlex® System. This system changes the way newborn screening is performed, providing four assays from one blood spot punch, reducing sample requirements and improving laboratory efficiency.
|
•
|
Received a contract of up to $11.6 million over three and a half years by the Defense Threat Reduction Agency of the U.S. Department of Defense to fund development of a prototype biothreat detection instrument.
|
•
|
Acquired GenturaDx, a molecular diagnostics company focused on making nucleic acid testing both affordable and practical for any laboratory.
|
•
|
maintenance and improvement of our existing products and the timely development, completion and successful commercial launch of our pipeline products;
|
•
|
successful execution of our direct sales strategy, including the infrastructure necessary to support our sales force;
|
•
|
commercialization, regulatory clearance and market adoption of output from the ARP segment, including the NeoPlex System, NeoPlex4 Assay, CYP2C19, Gastrointestinal Pathogen Panel, and the related clearance of our MAGPIX and FM3D instruments;
|
•
|
continued execution of our biothreat initiatives;
|
•
|
the expansion and enhancement of our installed base and our market position within our identified target market segments;
|
•
|
the effect of the ongoing uncertainty in global finance markets and changes in government funding on planned purchases by end users;
|
•
|
the continued adoption and development of partner products incorporating Luminex technology through effective partner management; and
|
•
|
development of the next generation sample-to-answer platform for our MultiCode-RTx technology.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
30
|
%
|
|
32
|
%
|
|
32
|
%
|
Gross profit
|
70
|
%
|
|
68
|
%
|
|
68
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development expense
|
20
|
%
|
|
18
|
%
|
|
19
|
%
|
Selling, general and administrative expense
|
37
|
%
|
|
35
|
%
|
|
40
|
%
|
Amortization of acquired intangible assets
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
Total operating expenses
|
59
|
%
|
|
55
|
%
|
|
60
|
%
|
Income from operations
|
11
|
%
|
|
13
|
%
|
|
8
|
%
|
Interest expense from long-term debt
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other income, net
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income taxes
|
(5
|
)%
|
|
(5
|
)%
|
|
(4
|
)%
|
Net income
|
6
|
%
|
|
8
|
%
|
|
4
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
202,582
|
|
|
$
|
184,339
|
|
|
$
|
18,243
|
|
|
10
|
%
|
Gross profit
|
$
|
142,574
|
|
|
$
|
125,490
|
|
|
$
|
17,084
|
|
|
14
|
%
|
Gross margin percentage
|
70
|
%
|
|
68
|
%
|
|
2
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
119,858
|
|
|
$
|
101,647
|
|
|
$
|
18,211
|
|
|
18
|
%
|
Operating income
|
$
|
22,716
|
|
|
$
|
23,843
|
|
|
$
|
(1,127
|
)
|
|
(5
|
)%
|
Net income
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
(2,067
|
)
|
|
(14
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2011
|
|
2010
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
184,339
|
|
|
$
|
141,557
|
|
|
$
|
42,782
|
|
|
30
|
%
|
Gross profit
|
$
|
125,490
|
|
|
$
|
96,377
|
|
|
$
|
29,113
|
|
|
30
|
%
|
Gross margin percentage
|
68
|
%
|
|
68
|
%
|
|
—
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
101,647
|
|
|
$
|
85,126
|
|
|
$
|
16,521
|
|
|
19
|
%
|
Operating income
|
$
|
23,843
|
|
|
$
|
11,251
|
|
|
$
|
12,592
|
|
|
112
|
%
|
Net income
|
$
|
14,474
|
|
|
$
|
5,231
|
|
|
$
|
9,243
|
|
|
177
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
121,032
|
|
|
$
|
127,779
|
|
|
$
|
(6,747
|
)
|
|
(5
|
)%
|
Gross profit
|
$
|
83,288
|
|
|
$
|
90,987
|
|
|
$
|
(7,699
|
)
|
|
(8
|
)%
|
Gross margin percentage
|
69
|
%
|
|
71
|
%
|
|
(2
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
68,241
|
|
|
$
|
61,092
|
|
|
$
|
7,149
|
|
|
12
|
%
|
Operating income
|
$
|
15,047
|
|
|
$
|
29,895
|
|
|
$
|
(14,848
|
)
|
|
(50
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2011
|
|
2010
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
127,779
|
|
|
$
|
105,586
|
|
|
$
|
22,193
|
|
|
21
|
%
|
Gross profit
|
$
|
90,987
|
|
|
$
|
72,899
|
|
|
$
|
18,088
|
|
|
25
|
%
|
Gross margin percentage
|
71
|
%
|
|
69
|
%
|
|
2
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
61,092
|
|
|
$
|
56,922
|
|
|
$
|
4,170
|
|
|
7
|
%
|
Operating income
|
$
|
29,895
|
|
|
$
|
15,977
|
|
|
$
|
13,918
|
|
|
87
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
81,550
|
|
|
$
|
56,560
|
|
|
$
|
24,990
|
|
|
44
|
%
|
Gross profit
|
$
|
59,286
|
|
|
$
|
34,503
|
|
|
$
|
24,783
|
|
|
72
|
%
|
Gross margin percentage
|
73
|
%
|
|
61
|
%
|
|
12
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
51,617
|
|
|
$
|
40,555
|
|
|
$
|
11,062
|
|
|
27
|
%
|
Operating income
|
$
|
7,669
|
|
|
$
|
(6,052
|
)
|
|
$
|
13,721
|
|
|
(227
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2011
|
|
2010
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
56,560
|
|
|
$
|
35,971
|
|
|
$
|
20,589
|
|
|
57
|
%
|
Gross profit
|
$
|
34,503
|
|
|
$
|
23,478
|
|
|
$
|
11,025
|
|
|
47
|
%
|
Gross margin percentage
|
61
|
%
|
|
65
|
%
|
|
(4
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
40,555
|
|
|
$
|
28,204
|
|
|
$
|
12,351
|
|
|
44
|
%
|
Operating income
|
$
|
(6,052
|
)
|
|
$
|
(4,726
|
)
|
|
$
|
(1,326
|
)
|
|
28
|
%
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
42,789
|
|
|
$
|
58,282
|
|
Short-term investments
|
13,607
|
|
|
42,574
|
|
||
Long-term investments
|
3,000
|
|
|
6,151
|
|
||
|
$
|
59,396
|
|
|
$
|
107,007
|
|
|
|
Payment Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Non-cancellable rental obligations
|
|
$
|
13,772
|
|
|
$
|
3,970
|
|
|
$
|
5,279
|
|
|
$
|
1,460
|
|
|
$
|
3,063
|
|
Non-cancellable purchase obligations
(1)
|
|
16,789
|
|
|
14,538
|
|
|
541
|
|
|
910
|
|
|
800
|
|
|||||
Long-term debt obligations
(2)
|
|
2,925
|
|
|
1,138
|
|
|
1,787
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
197
|
|
|
90
|
|
|
99
|
|
|
8
|
|
|
—
|
|
|||||
Accrued contingent consideration
(3)
|
|
1,370
|
|
|
140
|
|
|
1,230
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition-related severance and bonus obligations
|
|
643
|
|
|
465
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|||||
Minimum royalty commitments
(4)
|
|
1,083
|
|
|
131
|
|
|
211
|
|
|
211
|
|
|
530
|
|
|||||
Software license obligations
|
|
2,345
|
|
|
1,055
|
|
|
1,290
|
|
|
—
|
|
|
—
|
|
|||||
Resolution of distribution agreements
(5)
|
|
7,000
|
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Insurance premiums
|
|
483
|
|
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
(6)
|
|
$
|
46,607
|
|
|
$
|
29,010
|
|
|
$
|
10,615
|
|
|
$
|
2,589
|
|
|
$
|
4,393
|
|
(1)
|
Purchase obligations include contractual arrangements in the form of purchase orders primarily as a result of normal inventory purchases or minimum payments due resulting when minimum purchase commitments are not met.
|
(2)
|
We have agreed to repay the long term TPC debt obligations through a royalty on revenues. Repayments denominated in U.S. Dollars are currently projected to be as shown in the table above. The amount due within one year, as shown in the table above, is our estimated repayment amount based on the sales for the full year
2012
.
|
(3)
|
Amounts represent those recorded in other long-term liabilities on our consolidated balance sheet. See Note 2 for a more complete description of our contingent earn-out obligations.
|
(4)
|
Amounts represent minimum royalties due on net sales of products incorporating licensed technology and subject to a minimum annual royalty payment.
|
(5)
|
Amount represents the payments related to the resolution of our molecular diagnostic assay distribution agreements. All payments are expected to be made prior to June 30, 2013.
|
(6)
|
Due to the uncertainty with respect to the timing of future cash flows associated with Luminex’s unrecognized tax benefits at
December 31, 2012
, Luminex is unable to make reasonably reliable estimates of the timing of cash settlement with the respective taxing authority. Therefore, $1.8 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 11 to the Consolidated Financial Statements for a discussion on income taxes. In addition, $1.2 million of milestone payments under a collaboration agreement have not been included in the table above as it is not possible to estimate when, or even if, we will make these future potential payments.
|
|
PAGE
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity
|
|
|
|
Notes to Consolidated Financial Statements
|
LUMINEX CORPORATION
CONSOLIDATED BALANCE SHEET (In thousands, except share and per share data) |
||||||||
|
As of December 31,
|
|||||||
|
2012
|
|
2011
|
|||||
ASSETS
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
42,789
|
|
|
$
|
58,282
|
|
|
Restricted cash
|
—
|
|
|
1,006
|
|
|||
Short-term investments
|
13,607
|
|
|
42,574
|
|
|||
Accounts receivable (net of allowance for doubtful accounts of $444 and $117 at December 31, 2012 and 2011, respectively)
|
33,273
|
|
|
23,016
|
|
|||
Inventories, net
|
29,937
|
|
|
24,579
|
|
|||
Deferred income taxes
|
6,148
|
|
|
5,991
|
|
|||
Prepaids and other
|
4,388
|
|
|
3,529
|
|
|||
Total current assets
|
130,142
|
|
|
158,977
|
|
|||
Property and equipment, net
|
26,229
|
|
|
25,192
|
|
|||
Intangible assets, net
|
65,218
|
|
|
29,437
|
|
|||
Deferred income taxes
|
12,819
|
|
|
12,817
|
|
|||
Long-term investments
|
3,000
|
|
|
6,151
|
|
|||
Goodwill
|
51,128
|
|
|
42,763
|
|
|||
Other
|
8,463
|
|
|
7,310
|
|
|||
Total assets
|
$
|
296,999
|
|
|
$
|
282,647
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable
|
$
|
9,650
|
|
|
$
|
5,941
|
|
|
Accrued liabilities
|
12,690
|
|
|
11,047
|
|
|||
Deferred revenue
|
4,134
|
|
|
4,057
|
|
|||
Current portion of long-term debt
|
1,138
|
|
|
999
|
|
|||
Total current liabilities
|
27,612
|
|
|
22,044
|
|
|||
Long-term debt
|
1,702
|
|
|
2,573
|
|
|||
Deferred revenue
|
2,933
|
|
|
3,344
|
|
|||
Other
|
5,085
|
|
|
3,831
|
|
|||
Total liabilities
|
37,332
|
|
|
31,792
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
|||
Common stock, $.001 par value, 200,000,000 shares authorized; issued and outstanding: 40,824,932 shares at December 31, 2012; 40,968,957 shares at December 31, 2011
|
41
|
|
|
41
|
|
|||
Preferred stock, $.001 par value, 5,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
293,392
|
|
|
297,104
|
|
|||
Accumulated other comprehensive income
|
1,101
|
|
|
984
|
|
|||
Accumulated deficit
|
(34,867
|
)
|
|
(47,274
|
)
|
|||
Total stockholders' equity
|
259,667
|
|
|
250,855
|
|
|||
Total liabilities and stockholders' equity
|
$
|
296,999
|
|
|
$
|
282,647
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except per share data) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||
Revenue
|
$
|
202,582
|
|
|
$
|
184,339
|
|
|
$
|
141,557
|
|
|
Cost of revenue
|
60,008
|
|
|
58,849
|
|
|
45,180
|
|
||||
Gross profit
|
142,574
|
|
|
125,490
|
|
|
96,377
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
40,775
|
|
|
33,394
|
|
|
26,843
|
|
||||
Selling, general and administrative
|
74,840
|
|
|
64,878
|
|
|
56,119
|
|
||||
Amortization of acquired intangible assets
|
4,243
|
|
|
3,375
|
|
|
2,164
|
|
||||
Total operating expenses
|
119,858
|
|
|
101,647
|
|
|
85,126
|
|
||||
Income from operations
|
22,716
|
|
|
23,843
|
|
|
11,251
|
|
||||
Interest expense from long-term debt
|
(198
|
)
|
|
(308
|
)
|
|
(419
|
)
|
||||
Other income, net
|
262
|
|
|
394
|
|
|
519
|
|
||||
Income before income taxes
|
22,780
|
|
|
23,929
|
|
|
11,351
|
|
||||
Income taxes
|
(10,373
|
)
|
|
(9,455
|
)
|
|
(6,120
|
)
|
||||
Net income
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
5,231
|
|
|
Other comprehensive income
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
144
|
|
|
(79
|
)
|
|
1,070
|
|
||||
Unrealized (losses) gains on available-for-sale securities, net of tax
|
(27
|
)
|
|
(87
|
)
|
|
52
|
|
||||
Other comprehensive income (loss)
|
117
|
|
|
(166
|
)
|
|
1,122
|
|
||||
Comprehensive income
|
$
|
12,524
|
|
|
$
|
14,308
|
|
|
$
|
6,353
|
|
|
Net income per share, basic
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
|
Shares used in computing net income per share, basic
|
40,927
|
|
|
41,262
|
|
|
41,030
|
|
||||
Net income per share, diluted
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.12
|
|
|
Shares used in computing net income per share, diluted
|
41,884
|
|
|
42,537
|
|
|
42,438
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|||||||
Net income
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
5,231
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
14,364
|
|
|
11,887
|
|
|
8,898
|
|
||||
Stock-based compensation
|
9,915
|
|
|
11,417
|
|
|
9,436
|
|
||||
Deferred income tax benefit (expense)
|
2,699
|
|
|
(592
|
)
|
|
5,591
|
|
||||
Excess income tax benefit from employee stock-based awards
|
(6,457
|
)
|
|
(7,614
|
)
|
|
—
|
|
||||
Other
|
1,157
|
|
|
232
|
|
|
709
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
(10,267
|
)
|
|
(899
|
)
|
|
2,199
|
|
||||
Inventories, net
|
(5,346
|
)
|
|
4,783
|
|
|
(5,811
|
)
|
||||
Other assets
|
(617
|
)
|
|
(1,279
|
)
|
|
(332
|
)
|
||||
Accounts payable
|
3,286
|
|
|
(2,680
|
)
|
|
(1,776
|
)
|
||||
Accrued liabilities
|
3,463
|
|
|
9,324
|
|
|
(506
|
)
|
||||
Deferred revenue
|
(321
|
)
|
|
(763
|
)
|
|
536
|
|
||||
Net cash provided by operating activities
|
24,283
|
|
|
38,290
|
|
|
24,175
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of available-for-sale securities
|
(14,987
|
)
|
|
(47,743
|
)
|
|
(29,673
|
)
|
||||
Maturities of available-for-sale securities
|
47,117
|
|
|
33,753
|
|
|
23,693
|
|
||||
Purchase of property and equipment
|
(9,767
|
)
|
|
(9,554
|
)
|
|
(11,102
|
)
|
||||
Business acquisition consideration, net of cash acquired
|
(48,199
|
)
|
|
(33,914
|
)
|
|
(5,012
|
)
|
||||
Increase in restricted cash
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
||||
Purchase of cost method investment
|
(1,000
|
)
|
|
(2,000
|
)
|
|
(2,081
|
)
|
||||
Acquired technology rights
|
(1,592
|
)
|
|
(1,857
|
)
|
|
(1,825
|
)
|
||||
Net cash used in investing activities
|
(28,428
|
)
|
|
(61,315
|
)
|
|
(27,000
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Payments on debt
|
(1,025
|
)
|
|
(885
|
)
|
|
(895
|
)
|
||||
Proceeds from issuance of common stock
|
4,022
|
|
|
3,543
|
|
|
2,173
|
|
||||
Payments for stock repurchases
|
(20,916
|
)
|
|
(18,340
|
)
|
|
—
|
|
||||
Excess income tax benefit from employee stock-based awards
|
6,457
|
|
|
7,614
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(11,462
|
)
|
|
(8,068
|
)
|
|
1,278
|
|
||||
Effect of foreign currency exchange rate on cash
|
114
|
|
|
(112
|
)
|
|
191
|
|
||||
Change in cash and cash equivalents
|
(15,493
|
)
|
|
(31,205
|
)
|
|
(1,356
|
)
|
||||
Cash and cash equivalents, beginning of year
|
58,282
|
|
|
89,487
|
|
|
90,843
|
|
||||
Cash and cash equivalents, end of year
|
$
|
42,789
|
|
|
$
|
58,282
|
|
|
$
|
89,487
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except share data) |
|||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2009
|
40,736,340
|
|
|
$
|
41
|
|
|
$
|
285,648
|
|
|
$
|
28
|
|
|
$
|
(66,979
|
)
|
|
$
|
218,738
|
|
|
Exercise of stock options
|
220,878
|
|
|
—
|
|
|
2,173
|
|
|
—
|
|
|
—
|
|
|
2,173
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
287,815
|
|
|
—
|
|
|
(1,835
|
)
|
|
—
|
|
|
—
|
|
|
(1,835
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
9,436
|
|
|
—
|
|
|
—
|
|
|
9,436
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,231
|
|
|
5,231
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
||||||
Balance at December 31, 2010
|
41,245,033
|
|
|
$
|
41
|
|
|
$
|
295,422
|
|
|
$
|
1,150
|
|
|
$
|
(61,748
|
)
|
|
$
|
234,865
|
|
|
Exercise of stock options
|
304,125
|
|
|
1
|
|
|
3,543
|
|
|
—
|
|
|
—
|
|
|
3,544
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
312,101
|
|
|
—
|
|
|
(2,486
|
)
|
|
—
|
|
|
—
|
|
|
(2,486
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
11,417
|
|
|
—
|
|
|
—
|
|
|
11,417
|
|
||||||
Repurchase and retirement of common stock
|
(892,302
|
)
|
|
(1
|
)
|
|
(18,340
|
)
|
|
—
|
|
|
—
|
|
|
(18,341
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,474
|
|
|
14,474
|
|
||||||
Tax benefits associated with options
|
—
|
|
|
—
|
|
|
7,548
|
|
|
—
|
|
|
—
|
|
|
7,548
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
||||||
Balance at December 31, 2011
|
40,968,957
|
|
|
$
|
41
|
|
|
$
|
297,104
|
|
|
$
|
984
|
|
|
$
|
(47,274
|
)
|
|
$
|
250,855
|
|
|
Exercise of stock options
|
486,766
|
|
|
1
|
|
|
3,516
|
|
|
—
|
|
|
—
|
|
|
3,517
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
340,216
|
|
|
—
|
|
|
(3,189
|
)
|
|
—
|
|
|
—
|
|
|
(3,189
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
9,915
|
|
|
—
|
|
|
—
|
|
|
9,915
|
|
||||||
Repurchase and retirement of common stock
|
(1,006,303
|
)
|
|
(1
|
)
|
|
(20,915
|
)
|
|
—
|
|
|
—
|
|
|
(20,916
|
)
|
||||||
Issuance of common shares under ESPP
|
35,296
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
504
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,407
|
|
|
12,407
|
|
||||||
Tax benefits associated with options
|
—
|
|
|
—
|
|
|
6,457
|
|
|
—
|
|
|
—
|
|
|
6,457
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
Balance at December 31, 2012
|
40,824,932
|
|
|
$
|
41
|
|
|
$
|
293,392
|
|
|
$
|
1,101
|
|
|
$
|
(34,867
|
)
|
|
$
|
259,667
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash paid during the period for taxes
|
$
|
761
|
|
|
$
|
1,520
|
|
|
$
|
946
|
|
Cash paid during the period for interest and penalties
|
171
|
|
|
176
|
|
|
228
|
|
|||
Effect of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Fair value of tangible assets acquired
|
1,682
|
|
|
6,048
|
|
|
1,550
|
|
|||
Liabilities assumed
|
(1,954
|
)
|
|
(164
|
)
|
|
(116
|
)
|
|||
Cost in excess of fair value of assets acquired
|
8,292
|
|
|
532
|
|
|
2,181
|
|
|||
Acquired identifiable intangible assets
|
—
|
|
|
19,681
|
|
|
1,209
|
|
|||
Deferred tax assets (liabilities), net
|
2,526
|
|
|
7,617
|
|
|
(136
|
)
|
|||
In-process research and development
|
40,100
|
|
|
286
|
|
|
583
|
|
|||
|
50,646
|
|
|
34,000
|
|
|
5,271
|
|
|||
Less accrued contingent consideration
|
1,370
|
|
|
—
|
|
|
41
|
|
|||
Less cash and cash equivalents acquired
|
1,077
|
|
|
86
|
|
|
218
|
|
|||
Net cash paid for business acquisition
|
$
|
48,199
|
|
|
$
|
33,914
|
|
|
$
|
5,012
|
|
Cash
|
$
|
49,276
|
|
Contingent consideration
|
1,370
|
|
|
Total purchase price
|
$
|
50,646
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(unaudited, in thousands except per share data)
|
||||||
|
|
|
|
||||
Revenue
|
$
|
202,582
|
|
|
$
|
184,339
|
|
Income from operations
|
16,276
|
|
|
10,224
|
|
||
Net income
|
9,118
|
|
|
5,194
|
|
||
Net income per common share, basic
|
$
|
0.22
|
|
|
$
|
0.13
|
|
Shares used in computing net income per common share, basic
|
40,927
|
|
|
41,262
|
|
||
Net income per common share, diluted
|
$
|
0.22
|
|
|
$
|
0.12
|
|
Shares used in computing net income per common share, diluted
|
41,884
|
|
|
42,537
|
|
Net tangible assets assumed as of June 27, 2011
|
$
|
5,884
|
|
Intangible assets subject to amortization
|
19,967
|
|
|
Deferred tax assets, net
|
7,617
|
|
|
Goodwill
|
532
|
|
|
Total purchase price
|
$
|
34,000
|
|
Cash consideration
|
$
|
5,230
|
|
Contingent consideration
|
41
|
|
|
Total purchase price
|
$
|
5,271
|
|
Net tangible assets assumed as of May 24, 2010
|
$
|
1,298
|
|
Intangible assets subject to amortization
|
1,792
|
|
|
Goodwill
|
2,181
|
|
|
Total purchase price
|
$
|
5,271
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income (Loss)
|
|
Losses in Accumulated Other Comprehensive Income (Loss)
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
16,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,987
|
|
Non-government sponsored debt securities
|
13,602
|
|
|
5
|
|
|
—
|
|
|
13,607
|
|
||||
Total current securities
|
30,589
|
|
|
5
|
|
|
—
|
|
|
30,594
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-government sponsored debt securities
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||
Total noncurrent securities
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||
Total available-for-sale securities
|
$
|
33,589
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
33,594
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income (Loss)
|
|
Losses in Accumulated Other Comprehensive Income (Loss)
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
38,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,520
|
|
Non-government sponsored debt securities
|
42,554
|
|
|
32
|
|
|
(12
|
)
|
|
42,574
|
|
||||
Total current securities
|
81,074
|
|
|
32
|
|
|
(12
|
)
|
|
81,094
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-government sponsored debt securities
|
6,129
|
|
|
22
|
|
|
—
|
|
|
6,151
|
|
||||
Total noncurrent securities
|
6,129
|
|
|
22
|
|
|
—
|
|
|
6,151
|
|
||||
Total available-for-sale securities
|
$
|
87,203
|
|
|
$
|
54
|
|
|
$
|
(12
|
)
|
|
$
|
87,245
|
|
|
Estimated Fair Value
|
||
Due in one year or less
|
$
|
13,607
|
|
Due after one year through two years
|
3,000
|
|
|
|
$
|
16,607
|
|
|
2012
|
|
2011
|
||||
Accounts receivable
|
$
|
33,717
|
|
|
$
|
23,133
|
|
Less: Allowance for doubtful accounts
|
(444
|
)
|
|
(117
|
)
|
||
|
$
|
33,273
|
|
|
$
|
23,016
|
|
Balance at December 31, 2009
|
$
|
523
|
|
Reductions charged to costs and expenses
|
(174
|
)
|
|
Write-offs of uncollectible accounts
|
(51
|
)
|
|
Balance at December 31, 2010
|
$
|
298
|
|
Reductions charged to costs and expenses
|
(168
|
)
|
|
Write-offs of uncollectible accounts
|
(13
|
)
|
|
Balance at December 31, 2011
|
$
|
117
|
|
Reductions charged to costs and expenses
|
335
|
|
|
Write-offs of uncollectible accounts
|
(8
|
)
|
|
Balance at December 31, 2012
|
$
|
444
|
|
|
2012
|
|
2011
|
||||
Parts and supplies
|
$
|
18,259
|
|
|
$
|
12,382
|
|
Work-in-progress
|
4,831
|
|
|
6,829
|
|
||
Finished goods
|
6,847
|
|
|
5,368
|
|
||
|
$
|
29,937
|
|
|
$
|
24,579
|
|
|
Fair Value Measurements at December 31, 2012 using
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
16,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,987
|
|
Non-government sponsored debt securities
|
—
|
|
|
16,607
|
|
|
—
|
|
|
16,607
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
1,370
|
|
|
1,370
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements at December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money Market funds
|
$
|
38,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,520
|
|
Non-government sponsored debt securities
|
—
|
|
|
48,725
|
|
|
—
|
|
|
48,725
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2012
|
|
2011
|
||||
Beginning balance
|
$
|
—
|
|
|
$
|
41
|
|
Contingent consideration recorded at acquisition
|
1,370
|
|
|
—
|
|
||
Fair value adjustments
|
—
|
|
|
(41
|
)
|
||
Ending balance
|
$
|
1,370
|
|
|
$
|
—
|
|
|
2012
|
|
2011
|
||||
Laboratory equipment
|
$
|
21,155
|
|
|
$
|
19,343
|
|
Leasehold improvements
|
16,885
|
|
|
15,822
|
|
||
Computer equipment
|
7,068
|
|
|
5,428
|
|
||
Purchased software
|
15,756
|
|
|
12,011
|
|
||
Furniture and fixtures
|
4,834
|
|
|
4,260
|
|
||
Assets on loan/rental
|
3,499
|
|
|
2,689
|
|
||
Capital lease equipment
|
116
|
|
|
116
|
|
||
|
69,313
|
|
|
59,669
|
|
||
Less: Accumulated amortization and depreciation
|
(43,084
|
)
|
|
(34,477
|
)
|
||
|
$
|
26,229
|
|
|
$
|
25,192
|
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
42,763
|
|
|
$
|
42,250
|
|
Acquisition of GenturaDx
|
8,292
|
|
|
—
|
|
||
Acquisition of LMA
|
—
|
|
|
532
|
|
||
Foreign currency translation adjustments
|
73
|
|
|
(19
|
)
|
||
Balance at end of year
|
$
|
51,128
|
|
|
$
|
42,763
|
|
|
Finite-lived
|
|
Indefinite-lived
|
|
|
||||||||||||||
|
Technology, trade secrets and know-how
|
|
Customer lists and contracts
|
|
Other identifiable intangible assets
|
|
IP R&D
|
|
Total
|
||||||||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2010
|
$
|
18,407
|
|
|
$
|
1,285
|
|
|
$
|
283
|
|
|
$
|
712
|
|
|
$
|
20,687
|
|
Additions due to acquisition of LMA
|
11,332
|
|
|
6,697
|
|
|
1,652
|
|
|
286
|
|
|
19,967
|
|
|||||
Completion of IP R&D projects
|
270
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|||||
Write-off of IP R&D projects
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(92
|
)
|
|||||
Foreign currency translation adjustments
|
(9
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(17
|
)
|
|||||
Balance at December 31, 2011
|
30,000
|
|
|
7,981
|
|
|
1,933
|
|
|
631
|
|
|
40,545
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2010
|
(7,362
|
)
|
|
(308
|
)
|
|
(73
|
)
|
|
—
|
|
|
(7,743
|
)
|
|||||
Amortization expense
|
(2,642
|
)
|
|
(461
|
)
|
|
(272
|
)
|
|
—
|
|
|
(3,375
|
)
|
|||||
Foreign currency translation adjustments
|
5
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
10
|
|
|||||
Accumulated amortization balance at December 31, 2011
|
(9,999
|
)
|
|
(768
|
)
|
|
(341
|
)
|
|
—
|
|
|
(11,108
|
)
|
|||||
Net balance at December 31, 2011
|
$
|
20,001
|
|
|
$
|
7,213
|
|
|
$
|
1,592
|
|
|
$
|
631
|
|
|
$
|
29,437
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
9
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2011
|
$
|
30,000
|
|
|
$
|
7,981
|
|
|
$
|
1,933
|
|
|
$
|
631
|
|
|
$
|
40,545
|
|
Additions due to acquisition of GenturaDx
|
—
|
|
|
—
|
|
|
—
|
|
|
40,100
|
|
|
40,100
|
|
|||||
Completion of IP R&D projects
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Write-off of IP R&D projects
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(118
|
)
|
|||||
Foreign currency translation adjustments
|
30
|
|
|
5
|
|
|
8
|
|
|
14
|
|
|
57
|
|
|||||
Balance at December 31, 2012
|
30,030
|
|
|
7,986
|
|
|
1,941
|
|
|
40,627
|
|
|
80,584
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2011
|
(9,999
|
)
|
|
(768
|
)
|
|
(341
|
)
|
|
—
|
|
|
(11,108
|
)
|
|||||
Amortization expense
|
(3,187
|
)
|
|
(790
|
)
|
|
(266
|
)
|
|
—
|
|
|
(4,243
|
)
|
|||||
Foreign currency translation adjustments
|
(7
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Accumulated amortization balance at December 31, 2012
|
(13,193
|
)
|
|
(1,560
|
)
|
|
(613
|
)
|
|
—
|
|
|
(15,366
|
)
|
|||||
Net balance at December 31, 2012
|
$
|
16,837
|
|
|
$
|
6,426
|
|
|
$
|
1,328
|
|
|
$
|
40,627
|
|
|
$
|
65,218
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
9
|
|
|
|
|
|
|
|
2013
|
$
|
4,121
|
|
2014
|
4,092
|
|
|
2015
|
3,322
|
|
|
2016
|
3,107
|
|
|
2017
|
2,147
|
|
|
Thereafter
|
7,802
|
|
|
|
24,591
|
|
|
IPR&D
|
40,627
|
|
|
|
$
|
65,218
|
|
|
2012
|
|
2011
|
||||
Purchased technology rights (net of accumulated amortization of $2,390 and $1,262 in 2012 and 2011, respectively)
|
$
|
3,765
|
|
|
$
|
3,513
|
|
Cost-method investments
|
5,081
|
|
|
4,081
|
|
||
Other
|
556
|
|
|
146
|
|
||
|
9,402
|
|
|
7,740
|
|
||
Less: Current portion
|
(939
|
)
|
|
(430
|
)
|
||
|
$
|
8,463
|
|
|
$
|
7,310
|
|
Accrued warranty costs at December 31, 2009
|
$
|
581
|
|
Warranty expenses
|
(980
|
)
|
|
Accrual for warranty costs
|
876
|
|
|
Accrued warranty costs at December 31, 2010
|
477
|
|
|
Warranty expenses
|
(1,131
|
)
|
|
Accrual for warranty costs
|
1,335
|
|
|
Accrued warranty costs at December 31, 2011
|
681
|
|
|
Warranty expenses
|
(1,119
|
)
|
|
Accrual for warranty costs
|
1,041
|
|
|
Accrued warranty costs at December 31, 2012
|
$
|
603
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
28,241
|
|
|
$
|
26,373
|
|
|
$
|
16,625
|
|
Foreign
|
(5,461
|
)
|
|
(2,444
|
)
|
|
(5,274
|
)
|
|||
Total
|
$
|
22,780
|
|
|
$
|
23,929
|
|
|
$
|
11,351
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
4,158
|
|
|
$
|
8,630
|
|
|
$
|
7,498
|
|
Foreign
|
(129
|
)
|
|
494
|
|
|
(391
|
)
|
|||
State
|
928
|
|
|
1,420
|
|
|
962
|
|
|||
Total current
|
$
|
4,957
|
|
|
$
|
10,544
|
|
|
$
|
8,069
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
3,945
|
|
|
(604
|
)
|
|
(1,738
|
)
|
|||
Foreign
|
1,179
|
|
|
(207
|
)
|
|
(210
|
)
|
|||
State
|
292
|
|
|
(278
|
)
|
|
(1
|
)
|
|||
Total deferred
|
5,416
|
|
|
(1,089
|
)
|
|
(1,949
|
)
|
|||
Total provision for income taxes
|
$
|
10,373
|
|
|
$
|
9,455
|
|
|
$
|
6,120
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
3.9
|
%
|
|
2.7
|
%
|
|
5.5
|
%
|
Permanent items
|
2.0
|
%
|
|
5.3
|
%
|
|
11.5
|
%
|
Effect of foreign operations
|
0.5
|
%
|
|
(0.4
|
)%
|
|
0.8
|
%
|
Research and incentive tax credit generated
|
(7.1
|
)%
|
|
(2.5
|
)%
|
|
(37.2
|
)%
|
Valuation allowance
|
11.6
|
%
|
|
(1.3
|
)%
|
|
39.8
|
%
|
Income tax reserves
|
0.1
|
%
|
|
0.5
|
%
|
|
(1.5
|
)%
|
Other
|
(0.5
|
)%
|
|
0.2
|
%
|
|
0.0
|
%
|
|
45.5
|
%
|
|
39.5
|
%
|
|
53.9
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Current deferred tax assets
|
|
|
|
|
|
||||||
Accrued liabilities and other
|
$
|
7,447
|
|
|
$
|
6,830
|
|
|
$
|
4,302
|
|
Gross current deferred tax assets
|
7,447
|
|
|
6,830
|
|
|
4,302
|
|
|||
Valuation allowance
|
(536
|
)
|
|
(839
|
)
|
|
(77
|
)
|
|||
Net current deferred tax assets
|
6,911
|
|
|
5,991
|
|
|
4,225
|
|
|||
Noncurrent deferred tax assets
|
|
|
|
|
|
|
|
|
|||
Net operating loss and credit carryforwards
|
65,724
|
|
|
48,633
|
|
|
30,312
|
|
|||
Deferred revenue
|
2,729
|
|
|
2,867
|
|
|
3,323
|
|
|||
Depreciation and amortization
|
8,194
|
|
|
7,568
|
|
|
7,382
|
|
|||
Stock compensation
|
5,780
|
|
|
5,904
|
|
|
4,527
|
|
|||
Gross noncurrent deferred tax assets
|
82,427
|
|
|
64,972
|
|
|
45,544
|
|
|||
Valuation allowance
|
(44,132
|
)
|
|
(39,229
|
)
|
|
(34,756
|
)
|
|||
Net noncurrent deferred tax assets
|
$
|
38,295
|
|
|
$
|
25,743
|
|
|
$
|
10,788
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|||
Current deferred tax liabilities
|
|
|
|
|
|
|
|
|
|||
Accrued liabilities and other
|
$
|
(763
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total current deferred tax liabilities
|
(763
|
)
|
|
—
|
|
|
—
|
|
|||
Net current deferred tax asset
|
6,148
|
|
|
5,991
|
|
|
4,225
|
|
|||
Noncurrent deferred tax liabilities
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
(22,784
|
)
|
|
(9,352
|
)
|
|
(883
|
)
|
|||
Stock compensation
|
(61
|
)
|
|
(92
|
)
|
|
(61
|
)
|
|||
Acquired intangibles
|
(2,631
|
)
|
|
(3,482
|
)
|
|
(3,481
|
)
|
|||
Total noncurrent deferred tax liabilities
|
(25,476
|
)
|
|
(12,926
|
)
|
|
(4,425
|
)
|
|||
Net noncurrent deferred tax asset
|
12,819
|
|
|
12,817
|
|
|
6,363
|
|
|||
Net deferred tax assets
|
$
|
18,967
|
|
|
$
|
18,808
|
|
|
$
|
10,588
|
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
1,370
|
|
|
$
|
1,251
|
|
Additions based on tax positions related to the current year
|
390
|
|
|
119
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Lapse of statute of limitations
|
—
|
|
|
—
|
|
||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
||
Balance at end of year
|
$
|
1,760
|
|
|
$
|
1,370
|
|
2013
|
$
|
1,138
|
|
2014
|
1,270
|
|
|
2015
|
517
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
2,925
|
|
Less: Amount representing implied interest
|
(56
|
)
|
|
Total principal repayments
|
$
|
2,869
|
|
Discount
|
(29
|
)
|
|
Total long-term debt
|
$
|
2,840
|
|
Less: Current portion of long-term debt
|
(1,138
|
)
|
|
|
$
|
1,702
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
5,231
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Denominator for basic net income per share - weighted average common stock outstanding
|
40,927
|
|
|
41,262
|
|
|
41,030
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Stock options and awards
|
957
|
|
|
1,275
|
|
|
1,408
|
|
|||
Denominator for diluted net income per share - weighted average shares outstanding - diluted
|
41,884
|
|
|
42,537
|
|
|
42,438
|
|
|||
Basic net income per share
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
Diluted net income per share
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.12
|
|
•
|
Partial or complete achievement of the trading price goal is dependent upon the average closing price of Luminex’s Common Stock for the twenty consecutive trading days ending December 31, 2011, inclusive, subject to certain adjustments as described in the 2009 LTIP. There is a range of trading price targets as follows: a minimum threshold of
$32.38
per share, a target of
$36.79
per share, and a maximum goal of
$58.42
per share.
No
shares were earned for this goal under the 2009 LTIP.
|
•
|
Partial or complete achievement of the operating cash flow goal is dependent upon the average quarterly “total operating cash flows” per diluted share for the four quarters ended December 31, 2011, as further described in the 2009 LTIP. “Total operating cash flows” means Luminex’s GAAP net cash provided by operating activities as shown on its financial statements for the 12 month period ended December 31, 2011, as further described in the 2009 LTIP. There is a range of targets as follows: a minimum threshold of
$0.134
per share, a target of
$0.152
per share, and a maximum goal of
$0.241
per share. The final determination and certification of the shares earned for this goal was made by the compensation committee of the Board of Directors on February 8, 2012 resulting in the Chief Executive Officer earning
70,198
shares and the Chief Financial Officer earning
26,324
shares.
|
•
|
Partial or complete achievement of the trading price goal is dependent upon the average closing price of Luminex’s Common Stock for the twenty consecutive trading days ending December 31, 2012, inclusive, subject to certain adjustments as described in the 2010 LTIP. There is a range of trading price targets as follows: a minimum threshold of
$22.22
per share, a target of
$25.25
per share, and a maximum goal of
$40.09
per share. No shares were earned for this goal under the 2010 LTIP.
|
•
|
Partial or complete achievement of the operating cash flow goal is dependent upon the total operating cash flows per diluted share for the four quarters ended December 31, 2012, as further described in the 2010 LTIP. Total operating cash flows means Luminex’s GAAP net cash provided by operating activities as shown on its financial statements for the 12 month period ended December 31, 2012, as further described in the 2010 LTIP. There is a range of targets as follows: a minimum threshold of
$0.212
per share, a target of
$0.241
per share, and a maximum goal of
$0.382
per share. The final determination and certification of the shares earned for this goal will be made by the compensation committee after the filing of this Annual Report on Form 10-K.
|
•
|
Partial or complete achievement of the trading price goal is dependent upon the average closing price of Luminex’s Common Stock for the twenty consecutive trading days ending December 31, 2013, inclusive, subject to certain adjustments as described in the 2011 LTIP. There is a range of trading price targets as follows: a minimum threshold of
$28.50
per share, a target of
$32.38
per share, and a maximum goal of
$51.42
per share.
|
•
|
Partial or complete achievement of the income from operations goal is dependent upon the total income from operations per diluted share for the year ended December 31, 2013, as further described in the 2011 LTIP. Total income from operations means Luminex’s income from operations as reflected on the Company’s Consolidated Statement of Operations for the year ended December 31, 2013, as further described in the 2011 LTIP. There is a range of targets as follows: a minimum threshold of
$0.73
per share, a target of
$0.81
per share, and a maximum goal of
$1.19
per share.
|
•
|
Partial or complete achievement of the trading price goal is dependent upon the average closing price of Luminex’s Common Stock for the twenty consecutive trading days ending December 31, 2014, inclusive, subject to certain adjustments as described in the 2012 LTIP. There is a range of trading price targets as follows: a minimum threshold of
$29.29
per share, a target of
$32.54
per share, and a maximum goal of
$39.75
per share.
|
•
|
Partial or complete achievement of the total income from operations goal is dependent upon the total income from operations for the year ended December 31, 2014, as further described in the 2012 LTIP. Total income from operations means Luminex’s income from operations as reflected on the Company’s Consolidated Statement of Operations for the year ended December 31, 2014, as further described in the 2012 LTIP. There is a range of targets as follows: a minimum threshold of
$58,663,000
, a target of
$67,286,000
, and a maximum goal of
$85,831,000
.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Risk-free rate of return
|
1.2
|
%
|
|
2.3
|
%
|
|
2.6
|
%
|
|||
Expected life
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
|||
Weighted average fair value at grant date
|
$
|
7.78
|
|
|
$
|
7.67
|
|
|
$
|
7.62
|
|
Stock Options
|
Shares
(in thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at December 31, 2009
|
2,796
|
|
|
$
|
12.18
|
|
|
|
|
|
|
|
Granted
|
128
|
|
|
16.55
|
|
|
|
|
|
|||
Exercised
|
(242
|
)
|
|
10.54
|
|
|
|
|
|
|
||
Cancelled or expired
|
(315
|
)
|
|
25.41
|
|
|
|
|
|
|||
Outstanding at December 31, 2010
|
2,367
|
|
|
$
|
10.82
|
|
|
|
|
|
|
|
Granted
|
84
|
|
|
18.26
|
|
|
|
|
|
|||
Exercised
|
(304
|
)
|
|
11.65
|
|
|
|
|
|
|
||
Cancelled or expired
|
(127
|
)
|
|
23.74
|
|
|
|
|
|
|||
Outstanding at December 31, 2011
|
2,020
|
|
|
$
|
10.19
|
|
|
|
|
|
|
|
Granted
|
160
|
|
|
22.53
|
|
|
|
|
|
|||
Exercised
|
(487
|
)
|
|
7.22
|
|
|
|
|
|
|
||
Cancelled or expired
|
(17
|
)
|
|
20.37
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
1,676
|
|
|
$
|
12.13
|
|
|
3.33
|
|
$
|
9,078
|
|
Vested at December 31, 2012 and expected to vest
|
1,674
|
|
|
$
|
12.11
|
|
|
3.32
|
|
$
|
9,078
|
|
Exercisable at December 31, 2012
|
1,413
|
|
|
$
|
10.57
|
|
|
2.36
|
|
$
|
9,068
|
|
Restricted Stock Awards
|
Shares
(in thousands)
|
|
Weighted Average Grant Price
|
|||
Non-vested at December 31, 2010
|
1,093
|
|
|
$
|
16.41
|
|
Granted
|
239
|
|
|
18.73
|
|
|
Vested
|
(362
|
)
|
|
16.11
|
|
|
Cancelled or expired
|
(67
|
)
|
|
16.57
|
|
|
Non-vested at December 31, 2011
|
903
|
|
|
$
|
17.13
|
|
Granted
|
329
|
|
|
22.50
|
|
|
Vested
|
(339
|
)
|
|
16.75
|
|
|
Cancelled or expired
|
(75
|
)
|
|
18.59
|
|
|
Non-vested at December 31, 2012
|
818
|
|
|
$
|
19.32
|
|
Restricted Stock Units
|
Shares
(in thousands)
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||
Non-vested at December 31, 2010
|
768
|
|
|
|
|
|
||
Granted
|
269
|
|
|
|
|
|
||
Vested
|
(58
|
)
|
|
|
|
|
||
Cancelled or expired
|
(152
|
)
|
|
|
|
|
||
Non-vested at December 31, 2011
|
827
|
|
|
|
|
|
||
Granted
|
246
|
|
|
|
|
|
||
Vested
|
(80
|
)
|
|
|
|
|
||
Cancelled or expired
|
(118
|
)
|
|
|
|
|
||
Non-vested at December 31, 2012
|
875
|
|
|
1.93
|
|
$
|
14,693
|
|
Vested at December 31, 2012 and expected to vest
|
658
|
|
|
1.92
|
|
$
|
10,389
|
|
Exercisable at December 31, 2012
|
40
|
|
|
0.00
|
|
$
|
664
|
|
|
2012
|
|
Assumptions:
|
|
|
Risk-free interest rates
|
0.15
|
%
|
Expected life
|
0.5 years
|
|
Expected volatility
|
.51
|
|
Dividend yield
|
—
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cost of revenue
|
$
|
947
|
|
|
$
|
917
|
|
|
$
|
927
|
|
Research and development
|
2,034
|
|
|
2,126
|
|
|
1,641
|
|
|||
Selling, general and administrative
|
6,934
|
|
|
8,374
|
|
|
6,868
|
|
|||
Stock-based compensation costs reflected in net income
|
$
|
9,915
|
|
|
$
|
11,417
|
|
|
$
|
9,436
|
|
|
Options Outstanding
|
|
Shares Available for Future Issuance
|
|
Total Shares Reserved
|
|||
2000 Plan
|
523,500
|
|
|
—
|
|
|
523,500
|
|
2001 Plan
|
83,529
|
|
|
—
|
|
|
83,529
|
|
2006 Equity Incentive Plan
|
1,690,005
|
|
|
4,362,412
|
|
|
6,052,417
|
|
ESPP Plan
|
—
|
|
|
464,704
|
|
|
464,704
|
|
Balthrop Option
|
450,000
|
|
|
—
|
|
|
450,000
|
|
|
2,747,034
|
|
|
4,827,116
|
|
|
7,574,150
|
|
2013
|
$
|
3,915
|
|
2014
|
3,489
|
|
|
2015
|
1,790
|
|
|
2016
|
798
|
|
|
2017
|
662
|
|
|
Thereafter
|
3,063
|
|
|
Total
|
$
|
13,717
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
TSP Segment
|
|
ARP Segment
|
|
Consolidated
|
|
TSP Segment
|
|
ARP Segment
|
|
Consolidated
|
||||||||||||
Revenues from external customers
|
$
|
121,032
|
|
|
$
|
81,550
|
|
|
$
|
202,582
|
|
|
$
|
127,779
|
|
|
$
|
56,560
|
|
|
$
|
184,339
|
|
Depreciation and amortization
|
6,930
|
|
|
7,434
|
|
|
14,364
|
|
|
6,070
|
|
|
5,817
|
|
|
11,887
|
|
||||||
Operating profit (loss)
|
15,047
|
|
|
7,669
|
|
|
22,716
|
|
|
29,895
|
|
|
(6,052
|
)
|
|
23,843
|
|
||||||
Segment assets
|
179,695
|
|
|
117,304
|
|
|
296,999
|
|
|
160,251
|
|
|
122,396
|
|
|
282,647
|
|
|
Sales to Customers
|
|
Long-Term Assets
|
|
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
|
|
2011
|
|
|
|
2010
|
|
|
||||||||||||
Domestic
|
$
|
167,924
|
|
|
$
|
152,480
|
|
|
$
|
117,947
|
|
|
$
|
113,700
|
|
|
|
|
$
|
66,094
|
|
|
|
|
$
|
34,320
|
|
|
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe
|
17,376
|
|
|
16,029
|
|
|
13,708
|
|
|
1,433
|
|
|
|
|
978
|
|
|
|
|
1,086
|
|
|
|
||||||
Asia
|
10,877
|
|
|
9,481
|
|
|
4,817
|
|
|
212
|
|
|
|
|
280
|
|
|
|
|
451
|
|
|
|
||||||
Canada
|
3,753
|
|
|
2,892
|
|
|
2,476
|
|
|
48,929
|
|
|
[1]
|
|
52,028
|
|
|
[1]
|
|
53,303
|
|
|
[1]
|
||||||
Australia
|
963
|
|
|
1,344
|
|
|
982
|
|
|
2,567
|
|
|
[2]
|
|
4,252
|
|
|
[2]
|
|
4,871
|
|
|
|
||||||
Other
|
1,689
|
|
|
2,113
|
|
|
1,627
|
|
|
16
|
|
|
|
|
38
|
|
|
|
|
61
|
|
|
|
||||||
|
$
|
202,582
|
|
|
$
|
184,339
|
|
|
$
|
141,557
|
|
|
$
|
166,857
|
|
|
|
|
$
|
123,670
|
|
|
|
|
$
|
94,092
|
|
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
Revenue
|
$
|
48,727
|
|
|
$
|
48,273
|
|
|
$
|
50,047
|
|
|
$
|
55,535
|
|
Gross profit
|
33,760
|
|
|
34,412
|
|
|
35,045
|
|
|
39,357
|
|
||||
Income from operations
|
5,608
|
|
|
6,486
|
|
|
3,367
|
|
|
7,255
|
|
||||
Net income
|
3,527
|
|
|
2,952
|
|
|
1,676
|
|
|
4,252
|
|
||||
Basic income per common share
|
0.09
|
|
|
0.07
|
|
|
0.04
|
|
|
0.10
|
|
||||
Diluted income per common share
|
0.08
|
|
|
0.07
|
|
|
0.04
|
|
|
0.10
|
|
||||
|
Quarter Ended
|
||||||||||||||
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
Revenue
|
$
|
43,275
|
|
|
$
|
47,638
|
|
|
$
|
45,557
|
|
|
$
|
47,869
|
|
Gross profit
|
30,728
|
|
|
33,826
|
|
|
28,417
|
|
|
32,519
|
|
||||
Income from operations
|
8,294
|
|
|
8,797
|
|
|
2,820
|
|
|
3,932
|
|
||||
Net income
|
4,461
|
|
|
4,643
|
|
|
1,928
|
|
|
3,442
|
|
||||
Basic income per common share
|
0.11
|
|
|
0.11
|
|
|
0.05
|
|
|
0.08
|
|
||||
Diluted income per common share
|
0.11
|
|
|
0.11
|
|
|
0.05
|
|
|
0.08
|
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
|
|
Weighted-Average Exercise Price of Outstanding Options
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
|
||||
|
(A)
|
|
(B)
|
|
(C)
|
||||
Equity compensation plans approved by security holders
|
2,213,505
|
|
|
$
|
6.82
|
|
|
4,827,116
|
|
Equity compensation plans not approved by security holders (1)
|
533,529
|
|
|
$
|
9.82
|
|
|
—
|
|
Total
|
2,747,034
|
|
|
|
|
|
4,827,116
|
|
(1)
|
Includes 83,529 shares of common stock subject to unexercised options and awards under the 2001 Plan and unexercised options to purchase 450,000 shares of the Company’s common stock issued to Patrick J. Balthrop, Sr. on May 15, 2004 in connection with his hiring. Such option grants were issued separate and apart from the Company’s stockholder approved equity incentive plans.
|
(a)
|
The following documents are filed as a part of this Annual Report on Form 10-K:
|
(1)
|
Financial Statements:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
2.1
|
|
Agreement and Plan of Merger, dated July 9, 2012, by and among Luminex Corporation, Grouper Merger Sub, Inc., GenturaDx, Inc. and the Seller Representative (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed on July 12, 2012). *
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (Previously filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed September 16, 2008).
|
|
|
|
10.1#
|
|
2000 Long-Term Incentive Plan of the Company, as amended (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
|
|
|
|
10.2#
|
|
Form of Stock Option Award Agreement for the 2000 Long-Term Incentive Plan (Previously filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended).
|
|
|
|
10.3#
|
|
2001 Broad-Based Stock Option Plan of the Company (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2001).
|
|
|
|
10.4#
|
|
Form of Option Grant Certificate for the 2001 Broad-Based Stock Option Plan (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2001).
|
|
|
|
10.5#
|
|
Form of Indemnification Agreement between the Company and each of the directors and executive officers of the Company (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed September 16, 2008).
|
|
|
|
10.6
|
|
Lease Agreement between Aetna Life Insurance Company, as Landlord, and Luminex Corporation, as Tenant, dated October 19, 2001 (Previously filed as an Exhibit to the Company’s Form 10-Q for the quarterly period ended September 30, 2001).
|
|
|
|
10.7
|
|
First Amendment to Lease Agreement between Aetna Life Insurance Company, as Landlord, and Luminex Corporation as Tenant, dated July 25, 2002. (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002).
|
|
|
|
10.8
|
|
Lease Amendment between McNeil 4 & 5 Investors, LP, as Landlord, and Luminex Corporation, as Tenant, dated January 27, 2003 (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
|
|
|
|
10. 9#
|
|
Employment Agreement, effective as of October 1, 2003, by and between Luminex Corporation and Harriss T. Currie (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
|
|
|
|
10.10#
|
|
Employment Agreement effective as of October 1, 2003, by and between Luminex Corporation and David S. Reiter (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.11#
|
|
Employment Agreement effective as of May 15, 2004, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 18, 2004).
|
|
|
|
10.12#
|
|
Employment Agreement effective as of May 23, 2005, by and between Luminex Corporation and Russell W. Bradley (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 25, 2005).
|
|
|
|
10.13#
|
|
Form of Restricted Stock Agreement for the 2000 Long-Term Incentive Plan and 2001 Broad-Based Stock Option Plan (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
|
|
|
|
10.14#
|
|
Form of Non-Qualified Stock Option Agreement dated as of May 15, 2004, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 18, 2004).
|
|
|
|
10.15#
|
|
Form of Amendment to Executive Employment Agreements (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
|
|
|
|
10.16#
|
|
Luminex Corporation Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.17#
|
|
Form of Non-Qualified Stock Option Agreement for the Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.18#
|
|
Form of Restricted Share Award Agreement for Officers & Employees for the Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.19#
|
|
Form of Restricted Share Award Agreement for Directors for the Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.20#
|
|
Form of Restricted Share Unit Agreement for Officers & Employees for the Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.21#
|
|
Form of Restricted Share Unit Agreement for Directors for the Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 21, 2009).
|
|
|
|
10.22#
|
|
Employment Agreement effective as of March 1, 2007, by and between Luminex Corporation, Tm Bioscience and Jeremy Bridge-Cook (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
|
|
|
|
10.23#
|
|
Amendment to Restricted Stock Agreement, dated as of March 25, 2007, by and between Luminex Corporation and Patrick J. Balthrop, Sr. (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007).
|
|
|
|
10.24#
|
Amendment to Luminex Corporation Amended and Restated 2000 Long-Term Incentive Plan dated as of May 24, 2007 (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
|
10.25#
|
Amendment to Luminex Corporation 2001 Broad-Based Stock Option Plan dated as of May 24, 2007 (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
|
10.26#
|
|
Luminex Corporation 2008 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed December 9, 2008).
|
|
|
|
10.27#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2008 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed December 9, 2008).
|
|
|
|
10.28#
|
|
Employment Agreement, dated as of July 1, 2009, by and between Luminex Corporation and Michael F. Pintek (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.29#
|
|
Luminex Corporation 2009 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 17, 2009).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.30#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2009 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 17, 2009).
|
|
|
|
10.31#
|
|
Luminex Corporation 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Proxy Statement for its Annual Meeting of Shareholders held on May 25, 2006).
|
|
|
|
10.32#
|
|
Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 25, 2006).
|
|
|
|
10.33#
|
|
Form of Restricted Share Award Agreement for Officers & Employees for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 25, 2006).
|
|
|
|
10.34#
|
|
Form of Restricted Share Award Agreement for Directors for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed May 25, 2006).
|
|
|
|
10.35#
|
|
Form of Restricted Stock Unit Agreement for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
|
|
|
|
10.36#
|
|
Form of Amendments to Equity Award Agreements (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
10.37#
|
|
Luminex Corporation 2010 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K/A, filed March 16, 2010).
|
|
|
|
10.38#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2010 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 15, 2010).
|
|
|
|
10.39#
|
|
Management Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 15, 2010).
|
|
|
|
10.40#
|
|
Luminex Corporation 2011 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 31, 2011).
|
|
|
|
10.41#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2011 Long Term Incentive Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K, filed March 31, 2011).
|
|
|
|
10.42#
|
|
Luminex Corporation 2012 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 13, 2012).
|
|
|
|
10.43#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2012 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 13, 2012).
|
|
|
|
10.44#
|
|
Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Annex to the Company's Proxy Statement for its Annual Meeting of Stockholders held on May 17, 2012).
|
|
|
|
10.45#
|
|
Luminex Corporation Employee Stock Purchase Plan (Previously filed as an Annex to the Company's Proxy Statement for its Annual Meeting of Stockholders held on May 17, 2012).
|
|
|
|
10.46#
|
|
Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and its Executives.
|
|
|
|
10.47#
|
|
Second Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and Patrick J. Balthrop.
|
|
|
|
21.1
|
|
Subsidiaries of the Company.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (incorporated in the signature page of this report).
|
|
|
|
31.1
|
|
Certification by CEO pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by CFO pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
32.1
|
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Luminex Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.
|
*
|
Schedules, annexes and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Luminex agrees to furnish a supplemental copy of omitted schedules to the Securities and Exchange Commission upon request.
|
SIGNATURES
|
|
TITLE
|
DATE
|
|
|
|
|
/s/ Patrick J. Balthrop
|
|
President and Chief Executive Officer, Director
|
February 22, 2013
|
Patrick J. Balthrop
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Harriss T. Currie
|
|
Chief Financial Officer, Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
|
February 22, 2013
|
Harriss T. Currie
|
|
|
|
|
|
|
|
/s/ Robert J. Cresci
|
|
Director
|
February 22, 2013
|
Robert J. Cresci
|
|
|
|
|
|
|
|
/s/ Thomas W. Erickson
|
|
Director
|
February 22, 2013
|
Thomas W. Erickson
|
|
|
|
|
|
|
|
/s/ Fred C. Goad, Jr.
|
|
Director
|
February 22, 2013
|
Fred C. Goad, Jr.
|
|
|
|
|
|
|
|
/s/ Jay B. Johnston
|
|
Director
|
February 22, 2013
|
Jay B. Johnston
|
|
|
|
|
|
|
|
/s/ Jim D. Kever
|
|
Director
|
February 22, 2013
|
Jim D. Kever
|
|
|
|
|
|
|
|
/s/ G. Walter Loewenbaum II
|
|
Chairman of the Board of Directors,
|
February 22, 2013
|
G. Walter Loewenbaum II
|
|
Director
|
|
|
|
|
|
/s/ Kevin M. McNamara
|
|
Director
|
February 22, 2013
|
Kevin M. McNamara
|
|
|
|
|
|
|
|
/s/ Edward A. Ogunro
|
|
Director
|
February 22, 2013
|
Edward A. Ogunro
|
|
|
|
|
|
|
|
1.
|
Section 2.2.4 is amended to provide as follows:
|
2.
|
Section
[3.3]
is amended to provide as follows:
|
(A)
|
any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than an Approved Person (as defined below)) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a majority or more of the then outstanding Common Stock of Luminex (“Common Stock”) (such Person, an “Acquiring Person”); or
|
(B)
|
Luminex merges or consolidates with any other corporation or other entity, in each case other than a merger or consolidation which results in the voting securities of Luminex outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of Luminex or such surviving entity outstanding immediately after such merger or consolidation; or
|
(C)
|
Luminex sells or disposes of all or substantially all of Luminex's assets in one transaction or a series of related transactions; or
|
(D)
|
Luminex files a periodic or current report or proxy statement with the Securities and Exchange Commission (the “SEC”) disclosing that a “change in control” (as such term is used in Item 1 of Form 8-K promulgated by the SEC) of Luminex has occurred; or
|
(E)
|
If, as a result of nominations made by a person or group other than the Board of Directors of Luminex, individuals who prior to such nominations constitute the Directors of Luminex cease for any reason to constitute at least a majority thereof within the two year period following such nominations.
|
3.
|
Section 4.6 is amended to provide as follows:
|
4.
|
Section 4.7 is amended to provide as follows:
|
5.
|
Section 4.8, as added by the first amendment to the Employment Agreement, is amended to provide as follows:
|
1.
|
Section 2.2.4 is amended to provide as follows:
|
2.
|
Section 3.3 is amended to provide as follows:
|
(A)
|
any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than an Approved Person (as defined below)) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a majority of the then outstanding Common Stock of Luminex (“Common Stock”) (such Person, an “Acquiring Person”); or
|
(B)
|
Luminex merges or consolidates with any other corporation or other entity, in each case other than a merger or consolidation which results in the voting securities of Luminex outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of Luminex or such surviving entity outstanding immediately after such merger or consolidation; or
|
(C)
|
Luminex sells or disposes of all or substantially all of Luminex's assets in one transaction or a series of related transactions; or
|
(D)
|
Luminex files a periodic or current report or proxy statement with the Securities and Exchange Commission (the “SEC”) disclosing that a “change in control” (as such term is used in Item 1 of Form 8-K promulgated by the SEC) of Luminex has occurred; or
|
(E)
|
If, as a result of nominations made by a person or group other than the Board of Directors of Luminex, individuals who prior to such nominations constitute the Directors of Luminex cease for any reason to constitute at least a majority thereof within the two year period following such nominations.
|
3.
|
Section 4.6 is amended to provide as follows:
|
4.
|
Section 4.7 is amended to provide as follows:
|
5.
|
Section 4.8, as added by the first amendment to the Employment Agreement, is amended to provide as follows:
|
|
By:
|
/s/ Patrick J. Balthrop
|
|
|
Patrick J. Balthrop
|
|
|
President and Chief Executive Officer
|
|
By:
|
/s/ Harriss T. Currie
|
|
|
Harriss T. Currie
|
|
|
Chief Financial Officer, Vice President of Finance
|