/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, 2014
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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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|
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PART III
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|
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PART IV
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Exhibit 10.7
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Exhibit 10.26
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Exhibit 10.40
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Exhibit 10.42
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Exhibit 10.43
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Exhibit 10.44
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Exhibit 10.45
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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, including ARIES® and NxTAG™;
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•
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the uncertainty relating to increased focus on direct sales to the end user;
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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 direct customers and 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 as a result of material resource planning challenges;
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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 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 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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changes in principal members of our management staff;
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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 and competitive technologies utilized by our competitors;
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•
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our ability to successfully launch new products in a timely manner;
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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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Sequencing
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Instruments which “read” the nucleotide sequence of DNA or ribonucleic acid (RNA) by a variety of methods including Next Generation Sequencing methods
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Biomedical research and clinical diagnostics
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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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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
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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 markets
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•
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Develop and deliver market-leading molecular diagnostic platforms and assays
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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 our business strategies
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•
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Continue to develop the partnership channel focused in select key markets
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•
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New platform development
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•
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Simplified assay products
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•
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Partnership projects
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Name
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Age
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Position
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Nachum Shamir
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61
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President and Chief Executive Officer
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Harriss T. Currie
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53
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Chief Financial Officer, Senior Vice President, Finance and Treasurer
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Jeremy Bridge-Cook, Ph.D
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46
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Senior Vice President, Research and Development
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Russell W. Bradley
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51
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Senior Vice President, Corporate Development and Chief Marketing and Sales Officer
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David S. Reiter
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48
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Senior Vice President, General Counsel and Corporate Secretary
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Nancy M. Fairchild
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61
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Senior Vice President, Human Resources
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•
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timely and successfully launch our products under development;
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•
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manage trends relating to, or the introduction or existence of, competing products or technologies that may be more effective, cheaper or easier to use than our products and technologies;
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•
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manage our competition, including the presence of competing products sold by companies with longer operating histories, more recognizable names and more established distribution networks;
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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 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;
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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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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 or strategy or other material event due to information of which we are not currently aware 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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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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•
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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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•
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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;
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•
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conducting business in places where business practices and customs are unfamiliar and unknown;
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•
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difficulties in staffing and managing international operations;
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•
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the burden of complying with complex and changing foreign regulatory requirements;
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•
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difficulties in accounts receivable collections;
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•
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the imposition of restrictive trade policies, including export restrictions;
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•
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worldwide political conditions;
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•
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the imposition of inconsistent laws or regulations;
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•
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reduced protection of intellectual property rights and trade secrets in some foreign countries;
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•
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the imposition or increase of investment requirements and other restrictions by foreign governments;
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•
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the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute;
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•
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uncertainties relating to foreign laws, including labor laws, and legal proceedings;
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•
|
the burden of complying with foreign and international laws and treaties;
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•
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significant currency fluctuations;
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•
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the burden of complying with and changes in international taxation policies;
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•
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having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act; and
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•
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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;
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•
|
developments in patents or other intellectual property rights and litigation;
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•
|
new, or changes in, recommendations, guidelines or studies that could affect the use of our products;
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•
|
announcements of acquisitions or of technological innovations or new products or services by us or our competitors;
|
•
|
developments in relationships with our partners, customers and suppliers;
|
•
|
additions or departures of key personnel;
|
•
|
announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
conditions or trends in the life science, biotechnology and pharmaceutical industries, including the regulatory environment;
|
•
|
published studies and reports relating to the comparative efficacy of products and markets in which we participate;
|
•
|
changes in financial estimates by securities analysts;
|
•
|
general worldwide economic conditions and interest rates;
|
•
|
the success or lack of success of integrating our acquisitions;
|
•
|
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
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•
|
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.
|
2014
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
20.39
|
|
|
$
|
17.22
|
|
Second Quarter
|
|
$
|
20.24
|
|
|
$
|
15.74
|
|
Third Quarter
|
|
$
|
20.00
|
|
|
$
|
16.05
|
|
Fourth Quarter
|
|
$
|
21.69
|
|
|
$
|
17.04
|
|
|
|
|
|
|
||||
2013
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
19.39
|
|
|
$
|
16.23
|
|
Second Quarter
|
|
$
|
21.52
|
|
|
$
|
15.39
|
|
Third Quarter
|
|
$
|
24.10
|
|
|
$
|
19.52
|
|
Fourth Quarter
|
|
$
|
20.52
|
|
|
$
|
17.15
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
|
12/13
|
|
|
12/14
|
|
Luminex Corporation
|
100.00
|
|
|
122.44
|
|
|
142.20
|
|
|
112.52
|
|
|
129.94
|
|
|
125.65
|
|
NASDAQ Composite
|
100.00
|
|
|
117.61
|
|
|
118.70
|
|
|
139.00
|
|
|
196.83
|
|
|
223.74
|
|
NASDAQ Biotechnology
|
100.00
|
|
|
106.73
|
|
|
122.40
|
|
|
166.72
|
|
|
286.55
|
|
|
379.71
|
|
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
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
10/1/2014 - 10/31/2014
|
212
|
|
|
19.77
|
|
|
—
|
|
|
$
|
—
|
|
11/1/2014 - 11/30/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
12/1/2014 - 12/31/2014
|
1,481
|
|
|
18.76
|
|
|
—
|
|
|
$
|
—
|
|
Total Fourth Quarter
|
1,693
|
|
|
18.89
|
|
|
—
|
|
|
$
|
—
|
|
(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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
202,582
|
|
|
$
|
184,339
|
|
|
$
|
141,557
|
|
Gross profit
|
159,852
|
|
|
143,626
|
|
|
142,574
|
|
|
125,490
|
|
|
96,377
|
|
|||||
Income from operations
|
28,137
|
|
|
4,767
|
|
|
22,716
|
|
|
23,843
|
|
|
11,251
|
|
|||||
Net income
|
39,043
|
|
|
7,096
|
|
|
12,407
|
|
|
14,474
|
|
|
5,231
|
|
|||||
Net income applicable to common stockholders
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
12,407
|
|
|
$
|
14,474
|
|
|
$
|
5,231
|
|
Net income per common share, basic
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
Shares used in computing net income per common share (basic)
|
41,558
|
|
|
40,799
|
|
|
40,927
|
|
|
41,262
|
|
|
41,030
|
|
|||||
Net income per common share, diluted
|
$
|
0.93
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.12
|
|
Shares used in computing net income per common share (diluted)
|
42,156
|
|
|
41,986
|
|
|
41,884
|
|
|
42,537
|
|
|
42,438
|
|
|
At December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
91,694
|
|
|
$
|
67,924
|
|
|
$
|
42,789
|
|
|
$
|
58,282
|
|
|
$
|
89,487
|
|
Short-term investments
|
—
|
|
|
4,517
|
|
|
13,607
|
|
|
42,574
|
|
|
28,404
|
|
|||||
Long-term investments
|
15,975
|
|
|
—
|
|
|
3,000
|
|
|
6,151
|
|
|
6,021
|
|
|||||
Working capital
|
146,654
|
|
|
117,874
|
|
|
100,989
|
|
|
136,933
|
|
|
151,938
|
|
|||||
Total assets
|
357,526
|
|
|
306,046
|
|
|
297,175
|
|
|
282,647
|
|
|
265,810
|
|
|||||
Total long-term debt
|
—
|
|
|
463
|
|
|
1,702
|
|
|
2,573
|
|
|
3,351
|
|
|||||
Total stockholders' equity
|
319,994
|
|
|
269,620
|
|
|
259,667
|
|
|
250,855
|
|
|
234,865
|
|
•
|
System revenue is generated from the sale of our xMAP multiplexing analyzers and peripherals.
|
•
|
Consumable revenue is generated from the sale of our dyed polystyrene microspheres, along with 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.
|
•
|
Consolidated revenue was
$227.0 million
for
2014
, representing a
6%
increase over revenue for
2013
.
|
•
|
System shipments of 950 multiplexing analyzers, which included 372 MAGPIX systems, resulting in cumulative life-to-date multiplexing analyzer shipments of 11,687, up 9% from a year ago.
|
•
|
Royalty revenue reflecting over $456 million of royalty bearing end user sales on our technology for the year, a 7% increase in royalty revenue over the prior year.
|
•
|
Assay revenue of $87.7 million, an 18% increase over 2013
|
•
|
Received FDA clearance to add new clinical targets and additional sample type for use with xTAG® Gastrointestinal Pathogen Panel.
|
•
|
clinical validation and preparation for commercial launch of our ARIES system, the next generation sample-to-answer platform for our MultiCode-RTx technology, including in vitro diagnostic (IVD) assays;
|
•
|
development of the next generation multiplex chemistry, including the next generation of our Respiratory Viral Panel line of IVD assays;
|
•
|
continued execution of our pharmacogenetic (PGx) strategy;
|
•
|
continued execution of our direct sales strategy, including developing the infrastructure necessary to support our sales force and decreasing reliance on our distributors;
|
•
|
commercialization, regulatory clearance and market adoption of products, including commercialization of MultiCode analyte specific reagents outside of the United States;
|
•
|
maintenance and improvement of our existing products and the timely development, completion and successful commercial launch of our pipeline products;
|
•
|
adoption and use of our platforms and consumables by our customers for testing services;
|
•
|
expansion and enhancement of our installed base and our market position within our identified target market segments;
|
•
|
monitoring and mitigating the effect of the ongoing uncertainty in global finance markets and changes in government funding on planned purchases by end users; and
|
•
|
continued adoption and development of partner products incorporating Luminex technology through effective partner management.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
30
|
%
|
|
33
|
%
|
|
30
|
%
|
Gross profit
|
70
|
%
|
|
67
|
%
|
|
70
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development expense
|
19
|
%
|
|
21
|
%
|
|
21
|
%
|
Selling, general and administrative expense
|
36
|
%
|
|
41
|
%
|
|
36
|
%
|
Amortization of acquired intangible assets
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Restructuring
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Total operating expenses
|
58
|
%
|
|
65
|
%
|
|
59
|
%
|
Income from operations
|
12
|
%
|
|
2
|
%
|
|
11
|
%
|
Interest expense from long-term debt
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other income, net
|
—
|
%
|
|
3
|
%
|
|
—
|
%
|
Income taxes
|
5
|
%
|
|
(2
|
)%
|
|
(5
|
)%
|
Net income
|
17
|
%
|
|
3
|
%
|
|
6
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
13,560
|
|
|
6
|
%
|
Gross profit
|
$
|
159,852
|
|
|
$
|
143,626
|
|
|
$
|
16,226
|
|
|
11
|
%
|
Gross margin percentage
|
70
|
%
|
|
67
|
%
|
|
3
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
131,715
|
|
|
$
|
138,859
|
|
|
$
|
(7,144
|
)
|
|
(5
|
)%
|
Operating income
|
$
|
28,137
|
|
|
$
|
4,767
|
|
|
$
|
23,370
|
|
|
490
|
%
|
Net income
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
31,947
|
|
|
450
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
213,423
|
|
|
$
|
202,582
|
|
|
$
|
10,841
|
|
|
5
|
%
|
Gross profit
|
$
|
143,626
|
|
|
$
|
142,574
|
|
|
$
|
1,052
|
|
|
1
|
%
|
Gross margin percentage
|
67
|
%
|
|
70
|
%
|
|
(3
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
138,859
|
|
|
$
|
119,858
|
|
|
$
|
19,001
|
|
|
16
|
%
|
Operating income
|
$
|
4,767
|
|
|
$
|
22,716
|
|
|
$
|
(17,949
|
)
|
|
(79
|
)%
|
Net income
|
$
|
7,096
|
|
|
$
|
12,407
|
|
|
$
|
(5,311
|
)
|
|
(43
|
)%
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
91,694
|
|
|
$
|
67,924
|
|
Short-term investments
|
—
|
|
|
4,517
|
|
||
Long-term investments
|
15,975
|
|
|
—
|
|
||
|
$
|
107,669
|
|
|
$
|
72,441
|
|
|
|
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
|
|
$
|
24,452
|
|
|
$
|
4,283
|
|
|
$
|
8,122
|
|
|
$
|
7,137
|
|
|
$
|
4,910
|
|
Non-cancellable purchase obligations
(1)
|
|
20,087
|
|
|
18,678
|
|
|
559
|
|
|
450
|
|
|
400
|
|
|||||
Capital lease obligations
|
|
1,015
|
|
|
327
|
|
|
426
|
|
|
262
|
|
|
—
|
|
|||||
Minimum royalty commitments
(2)
|
|
207
|
|
|
25
|
|
|
40
|
|
|
29
|
|
|
113
|
|
|||||
Consulting Agreement with Patrick J. Balthrop, Sr.
|
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Insurance premiums
|
|
636
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
(3)
|
|
$
|
46,630
|
|
|
$
|
24,182
|
|
|
$
|
9,147
|
|
|
$
|
7,878
|
|
|
$
|
5,423
|
|
(1)
|
Purchase obligations predominantly relate to 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 as well as other operating commitments.
|
(2)
|
Amounts represent minimum royalties due on net sales of products incorporating licensed technology and subject to a minimum annual royalty payment.
|
(3)
|
Due to the uncertainty with respect to the timing of future cash flows associated with Luminex’s unrecognized tax benefits at
December 31, 2014
, Luminex is unable to make reasonably reliable estimates of the timing of cash settlement with the respective taxing authority. Therefore, $2.3 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 13 to the Consolidated Financial Statements for a discussion on income taxes.
|
|
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 SHEETS (In thousands, except share and per share data) |
||||||||
|
As of December 31,
|
|||||||
|
2014
|
|
2013
|
|||||
ASSETS
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
91,694
|
|
|
$
|
67,924
|
|
|
Short-term investments
|
—
|
|
|
4,517
|
|
|||
Accounts receivable (net of allowance for doubtful accounts of $4,357 and $4,579 at December 31, 2014 and 2013, respectively)
|
29,095
|
|
|
30,948
|
|
|||
Inventories, net
|
36,616
|
|
|
30,487
|
|
|||
Deferred income taxes
|
12,203
|
|
|
7,265
|
|
|||
Prepaids and other
|
7,412
|
|
|
5,229
|
|
|||
Total current assets
|
177,020
|
|
|
146,370
|
|
|||
Property and equipment, net
|
39,945
|
|
|
32,793
|
|
|||
Intangible assets, net
|
56,382
|
|
|
60,295
|
|
|||
Deferred income taxes
|
15,400
|
|
|
11,913
|
|
|||
Long-term investments
|
15,975
|
|
|
—
|
|
|||
Goodwill
|
49,619
|
|
|
50,738
|
|
|||
Other
|
3,185
|
|
|
3,937
|
|
|||
Total assets
|
$
|
357,526
|
|
|
$
|
306,046
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable
|
$
|
11,841
|
|
|
$
|
10,698
|
|
|
Accrued liabilities
|
14,118
|
|
|
11,624
|
|
|||
Deferred revenue
|
4,407
|
|
|
4,980
|
|
|||
Current portion of long-term debt
|
—
|
|
|
1,194
|
|
|||
Total current liabilities
|
30,366
|
|
|
28,496
|
|
|||
Long-term debt
|
—
|
|
|
463
|
|
|||
Deferred revenue
|
2,297
|
|
|
2,482
|
|
|||
Other
|
4,869
|
|
|
4,985
|
|
|||
Total liabilities
|
37,532
|
|
|
36,426
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
|||
Common stock, $.001 par value, 200,000,000 shares authorized; issued and outstanding: 41,805,962 shares at December 31, 2014; 41,133,653 shares at December 31, 2013
|
42
|
|
|
41
|
|
|||
Preferred stock, $.001 par value, 5,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
309,424
|
|
|
296,931
|
|
|||
Accumulated other comprehensive (loss) income
|
(744
|
)
|
|
419
|
|
|||
Retained earnings (accumulated deficit)
|
11,272
|
|
|
(27,771
|
)
|
|||
Total stockholders' equity
|
319,994
|
|
|
269,620
|
|
|||
Total liabilities and stockholders' equity
|
$
|
357,526
|
|
|
$
|
306,046
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except per share data) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
Revenue
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
202,582
|
|
|
Cost of revenue
|
67,131
|
|
|
69,797
|
|
|
60,008
|
|
||||
Gross profit
|
159,852
|
|
|
143,626
|
|
|
142,574
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
43,135
|
|
|
45,041
|
|
|
42,989
|
|
||||
Selling, general and administrative
|
82,785
|
|
|
87,301
|
|
|
72,626
|
|
||||
Amortization of acquired intangible assets
|
3,913
|
|
|
4,099
|
|
|
4,243
|
|
||||
Restructuring costs
|
1,882
|
|
|
2,418
|
|
|
—
|
|
||||
Total operating expenses
|
131,715
|
|
|
138,859
|
|
|
119,858
|
|
||||
Income from operations
|
28,137
|
|
|
4,767
|
|
|
22,716
|
|
||||
Interest expense on long-term debt
|
(6
|
)
|
|
(76
|
)
|
|
(198
|
)
|
||||
Other income (expense), net
|
(46
|
)
|
|
6,733
|
|
|
262
|
|
||||
Income before income taxes
|
28,085
|
|
|
11,424
|
|
|
22,780
|
|
||||
Income tax benefit (expense)
|
10,958
|
|
|
(4,328
|
)
|
|
(10,373
|
)
|
||||
Net income
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
12,407
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(1,146
|
)
|
|
(681
|
)
|
|
144
|
|
||||
Unrealized losses on available-for-sale securities, net of tax
|
(17
|
)
|
|
(1
|
)
|
|
(27
|
)
|
||||
Other comprehensive (loss) income
|
(1,163
|
)
|
|
(682
|
)
|
|
117
|
|
||||
Comprehensive income
|
$
|
37,880
|
|
|
$
|
6,414
|
|
|
$
|
12,524
|
|
|
Net income per share, basic
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
Shares used in computing net income per share, basic
|
41,558
|
|
|
40,799
|
|
|
40,927
|
|
||||
Net income per share, diluted
|
$
|
0.93
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
Shares used in computing net income per share, diluted
|
42,156
|
|
|
41,986
|
|
|
41,884
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|||||||
Net income
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
12,407
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
14,205
|
|
|
15,922
|
|
|
14,364
|
|
||||
Stock-based compensation
|
9,548
|
|
|
9,221
|
|
|
9,915
|
|
||||
Deferred income tax (benefit) expense
|
(8,549
|
)
|
|
551
|
|
|
2,699
|
|
||||
Excess income tax benefit from employee stock-based awards
|
(287
|
)
|
|
(2,569
|
)
|
|
(6,457
|
)
|
||||
Loss (gain) on sale of assets
|
181
|
|
|
(5,173
|
)
|
|
—
|
|
||||
Non-cash restructuring charges
|
2,836
|
|
|
4,137
|
|
|
—
|
|
||||
Other
|
(347
|
)
|
|
(1,209
|
)
|
|
1,157
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
1,964
|
|
|
2,346
|
|
|
(10,267
|
)
|
||||
Inventories, net
|
(7,046
|
)
|
|
(3,005
|
)
|
|
(5,346
|
)
|
||||
Other assets
|
(2,888
|
)
|
|
(1,470
|
)
|
|
(617
|
)
|
||||
Accounts payable
|
841
|
|
|
962
|
|
|
3,286
|
|
||||
Accrued liabilities
|
564
|
|
|
(324
|
)
|
|
3,463
|
|
||||
Deferred revenue
|
(814
|
)
|
|
417
|
|
|
(321
|
)
|
||||
Net cash provided by operating activities
|
49,251
|
|
|
26,902
|
|
|
24,283
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of available-for-sale securities
|
(18,999
|
)
|
|
(10,005
|
)
|
|
(14,987
|
)
|
||||
Sales and maturities of available-for-sale securities
|
7,509
|
|
|
22,128
|
|
|
47,117
|
|
||||
Purchases of property and equipment
|
(17,078
|
)
|
|
(18,088
|
)
|
|
(9,767
|
)
|
||||
Business acquisition consideration, net of cash acquired
|
—
|
|
|
—
|
|
|
(48,199
|
)
|
||||
Purchase of cost-method investment
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
||||
Proceeds from sale of assets and investments
|
98
|
|
|
9,598
|
|
|
—
|
|
||||
Acquired technology rights
|
(64
|
)
|
|
(930
|
)
|
|
(1,592
|
)
|
||||
Net cash (used in) provided by investing activities
|
(28,534
|
)
|
|
2,703
|
|
|
(28,428
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Payments on debt
|
(1,621
|
)
|
|
(1,105
|
)
|
|
(1,025
|
)
|
||||
Proceeds from employee stock plans and issuance of common stock
|
4,746
|
|
|
8,677
|
|
|
4,022
|
|
||||
Payments for stock repurchases
|
—
|
|
|
(14,556
|
)
|
|
(20,916
|
)
|
||||
Excess income tax benefit from employee stock-based awards
|
287
|
|
|
2,569
|
|
|
6,457
|
|
||||
Net cash provided by (used in) financing activities
|
3,412
|
|
|
(4,415
|
)
|
|
(11,462
|
)
|
||||
Effect of foreign currency exchange rate on cash
|
(359
|
)
|
|
(55
|
)
|
|
114
|
|
||||
Change in cash and cash equivalents
|
23,770
|
|
|
25,135
|
|
|
(15,493
|
)
|
||||
Cash and cash equivalents, beginning of year
|
67,924
|
|
|
42,789
|
|
|
58,282
|
|
||||
Cash and cash equivalents, end of year
|
$
|
91,694
|
|
|
$
|
67,924
|
|
|
$
|
42,789
|
|
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 (Loss)
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Stockholders' Equity
|
||||||||||||
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
|
|
|
Exercise of stock options
|
834,581
|
|
|
1
|
|
|
7,561
|
|
|
—
|
|
|
—
|
|
|
7,562
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
264,555
|
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|
—
|
|
|
(2,352
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
9,214
|
|
|
—
|
|
|
—
|
|
|
9,214
|
|
||||||
Repurchase and retirement of common stock
|
(852,483
|
)
|
|
(1
|
)
|
|
(14,555
|
)
|
|
—
|
|
|
—
|
|
|
(14,556
|
)
|
||||||
Issuance of common shares under ESPP
|
71,226
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,096
|
|
|
7,096
|
|
||||||
Tax benefits associated with options
|
—
|
|
|
—
|
|
|
2,569
|
|
|
—
|
|
|
—
|
|
|
2,569
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
—
|
|
|
(681
|
)
|
||||||
Other
|
(9,158
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at December 31, 2013
|
41,133,653
|
|
|
$
|
41
|
|
|
$
|
296,931
|
|
|
$
|
419
|
|
|
$
|
(27,771
|
)
|
|
$
|
269,620
|
|
|
Exercise of stock options
|
346,053
|
|
|
1
|
|
|
3,645
|
|
|
—
|
|
|
—
|
|
|
3,646
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
251,377
|
|
|
—
|
|
|
(2,093
|
)
|
|
—
|
|
|
—
|
|
|
(2,093
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
9,544
|
|
|
—
|
|
|
—
|
|
|
9,544
|
|
||||||
Issuance of common shares under ESPP
|
74,879
|
|
|
—
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
1,110
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,043
|
|
|
39,043
|
|
||||||
Tax benefits associated with options
|
—
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
287
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,146
|
)
|
|
—
|
|
|
(1,146
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Balance at December 31, 2014
|
41,805,962
|
|
|
$
|
42
|
|
|
$
|
309,424
|
|
|
$
|
(744
|
)
|
|
$
|
11,272
|
|
|
$
|
319,994
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash paid during the period for taxes
|
$
|
1,193
|
|
|
$
|
1,284
|
|
|
$
|
761
|
|
Cash paid during the period for interest and penalties
|
157
|
|
|
124
|
|
|
171
|
|
|||
Effect of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Fair value of tangible assets acquired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
Liabilities assumed
|
—
|
|
|
—
|
|
|
(1,954
|
)
|
|||
Cost in excess of fair value of assets acquired
|
—
|
|
|
—
|
|
|
8,292
|
|
|||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
2,526
|
|
|||
In-process research and development
|
—
|
|
|
—
|
|
|
40,100
|
|
|||
|
—
|
|
|
—
|
|
|
50,646
|
|
|||
Less accrued contingent consideration
|
—
|
|
|
—
|
|
|
1,370
|
|
|||
Less cash and cash equivalents acquired
|
—
|
|
|
—
|
|
|
1,077
|
|
|||
Net cash paid for business acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,199
|
|
Assumptions
|
|
2014
|
|
WACC
|
|
14.5
|
%
|
Terminal Growth Rate
|
|
2.9
|
%
|
|
|
Twelve Months Ended December 31,
|
||||||
2013 Restructuring Plan
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Non-cash impairment charges:
|
|
|
|
|
||||
Inventory
|
|
$
|
1,183
|
|
|
$
|
2,326
|
|
Property and equipment
|
|
494
|
|
|
1,110
|
|
||
Intangible Assets
|
|
—
|
|
|
700
|
|
||
Goodwill
|
|
1,159
|
|
|
—
|
|
||
Employee separation costs
|
|
154
|
|
|
783
|
|
||
Facility exit costs
|
|
69
|
|
|
—
|
|
||
Other
|
|
41
|
|
|
50
|
|
||
Total charges
|
|
$
|
3,100
|
|
|
$
|
4,969
|
|
Recorded to cost of revenue
|
|
1,218
|
|
|
2,551
|
|
||
Recorded to restructuring costs
|
|
$
|
1,882
|
|
|
$
|
2,418
|
|
|
|
|
|
|
||||
Rollforward of Accrued Restructuring
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
|
||||
Balance at beginning of year
|
|
$
|
128
|
|
|
$
|
—
|
|
Total charges
|
|
3,100
|
|
|
4,969
|
|
||
Non-cash impairment charges
|
|
(2,836
|
)
|
|
(4,136
|
)
|
||
Employee separation payments
|
|
(286
|
)
|
|
(655
|
)
|
||
Facility exit costs
|
|
(69
|
)
|
|
—
|
|
||
Foreign exchange and other adjustments
|
|
(37
|
)
|
|
(50
|
)
|
||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
128
|
|
|
|
|
|
|
Cash
|
$
|
49,276
|
|
Contingent consideration
|
1,370
|
|
|
Total purchase price
|
$
|
50,646
|
|
|
Year Ended
December 31, 2012
|
||
|
(unaudited, in thousands except per share data)
|
||
|
|
||
Revenue
|
$
|
202,582
|
|
Income from operations
|
16,276
|
|
|
Net income
|
9,118
|
|
|
Net income per common share, basic
|
$
|
0.22
|
|
Shares used in computing net income per common share, basic
|
40,927
|
|
|
Net income per common share, diluted
|
$
|
0.22
|
|
Shares used in computing net income per common share, diluted
|
41,884
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income (Loss)
|
|
Losses in Accumulated Other Comprehensive Income (Loss)
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
3,569
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,569
|
|
Total current securities
|
3,569
|
|
|
—
|
|
|
—
|
|
|
3,569
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government sponsored debt securities
|
10,000
|
|
|
—
|
|
|
(11
|
)
|
|
9,989
|
|
||||
Non-government sponsored debt securities
|
6,002
|
|
|
—
|
|
|
(16
|
)
|
|
5,986
|
|
||||
Total noncurrent securities
|
16,002
|
|
|
—
|
|
|
(27
|
)
|
|
15,975
|
|
||||
Total available-for-sale securities
|
$
|
19,571
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
19,544
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income (Loss)
|
|
Losses in Accumulated Other Comprehensive Income (Loss)
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
46,422
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,422
|
|
Non-government sponsored debt securities
|
4,517
|
|
|
—
|
|
|
—
|
|
|
4,517
|
|
||||
Total current securities
|
50,939
|
|
|
—
|
|
|
—
|
|
|
50,939
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-government sponsored debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total noncurrent securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
50,939
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,939
|
|
|
Estimated Fair Value
|
||
Due in one year or less
|
$
|
—
|
|
Due after one year through two years
|
15,975
|
|
|
|
$
|
15,975
|
|
|
2014
|
|
2013
|
||||
Accounts receivable
|
$
|
33,452
|
|
|
$
|
35,527
|
|
Less: Allowance for doubtful accounts
|
(4,357
|
)
|
|
(4,579
|
)
|
||
|
$
|
29,095
|
|
|
$
|
30,948
|
|
Balance at December 31, 2011
|
$
|
117
|
|
Increases charged to costs and expenses
|
335
|
|
|
Write-offs of uncollectible accounts
|
(8
|
)
|
|
Balance at December 31, 2012
|
$
|
444
|
|
Increases charged to costs and expenses
|
4,604
|
|
|
Write-offs of uncollectible accounts
|
(469
|
)
|
|
Balance at December 31, 2013
|
$
|
4,579
|
|
Recoveries charged to costs and expenses
|
(123
|
)
|
|
Write-offs of uncollectible accounts
|
(99
|
)
|
|
Balance at December 31, 2014
|
$
|
4,357
|
|
|
2014
|
|
2013
|
||||
Parts and supplies
|
$
|
19,354
|
|
|
$
|
19,002
|
|
Work-in-progress
|
8,687
|
|
|
4,747
|
|
||
Finished goods
|
8,575
|
|
|
6,738
|
|
||
|
$
|
36,616
|
|
|
$
|
30,487
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
3,569
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,569
|
|
Government sponsored debt securities
|
—
|
|
|
9,989
|
|
|
—
|
|
|
9,989
|
|
||||
Non-government sponsored debt securities
|
—
|
|
|
5,986
|
|
|
—
|
|
|
5,986
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money Market funds
|
$
|
46,422
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,422
|
|
Non-government sponsored debt securities
|
—
|
|
|
4,517
|
|
|
—
|
|
|
4,517
|
|
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
—
|
|
|
$
|
1,370
|
|
Contingent consideration recorded at acquisition
|
—
|
|
|
—
|
|
||
Fair value adjustments
|
—
|
|
|
(1,370
|
)
|
||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
2014
|
|
2013
|
||||
Laboratory equipment
|
$
|
33,137
|
|
|
$
|
27,519
|
|
Leasehold improvements
|
26,119
|
|
|
22,881
|
|
||
Computer equipment
|
7,659
|
|
|
7,415
|
|
||
Purchased software
|
20,440
|
|
|
18,843
|
|
||
Furniture and fixtures
|
4,754
|
|
|
4,903
|
|
||
Assets on loan/rental
|
5,229
|
|
|
4,027
|
|
||
Capital lease equipment
|
1,321
|
|
|
116
|
|
||
|
98,659
|
|
|
85,704
|
|
||
Less: Accumulated depreciation
|
(58,714
|
)
|
|
(52,911
|
)
|
||
|
$
|
39,945
|
|
|
$
|
32,793
|
|
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
50,738
|
|
|
$
|
51,128
|
|
Allocation in disposal of Brisbane, Australia business (See Note 2)
|
(1,159
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
40
|
|
|
(390
|
)
|
||
Balance at end of year
|
$
|
49,619
|
|
|
$
|
50,738
|
|
|
|
|
|
|
Finite-lived
|
|
Indefinite-lived
|
|
|
||||||||||||||
|
Technology, trade secrets and know-how
|
|
Customer lists and contracts
|
|
Other identifiable intangible assets
|
|
IP R&D
|
|
Total
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2012
|
$
|
30,030
|
|
|
$
|
7,986
|
|
|
$
|
1,941
|
|
|
$
|
40,627
|
|
|
$
|
80,584
|
|
Write-off/Impairment
|
(214
|
)
|
|
(7
|
)
|
|
(20
|
)
|
|
(454
|
)
|
|
(695
|
)
|
|||||
Foreign currency translation adjustments
|
(140
|
)
|
|
(27
|
)
|
|
(41
|
)
|
|
(73
|
)
|
|
(281
|
)
|
|||||
Balance at December 31, 2013
|
29,676
|
|
|
7,952
|
|
|
1,880
|
|
|
40,100
|
|
|
79,608
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2012
|
(13,193
|
)
|
|
(1,560
|
)
|
|
(613
|
)
|
|
—
|
|
|
(15,366
|
)
|
|||||
Amortization expense
|
(3,172
|
)
|
|
(787
|
)
|
|
(140
|
)
|
|
—
|
|
|
(4,099
|
)
|
|||||
Foreign currency translation adjustments
|
93
|
|
|
21
|
|
|
38
|
|
|
—
|
|
|
152
|
|
|||||
Accumulated amortization balance at December 31, 2013
|
(16,272
|
)
|
|
(2,326
|
)
|
|
(715
|
)
|
|
—
|
|
|
(19,313
|
)
|
|||||
Net balance at December 31, 2013
|
$
|
13,404
|
|
|
$
|
5,626
|
|
|
$
|
1,165
|
|
|
$
|
40,100
|
|
|
$
|
60,295
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
9
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2013
|
$
|
29,676
|
|
|
$
|
7,952
|
|
|
$
|
1,880
|
|
|
$
|
40,100
|
|
|
$
|
79,608
|
|
Foreign currency translation adjustments
|
28
|
|
|
6
|
|
|
10
|
|
|
—
|
|
|
44
|
|
|||||
Balance at December 31, 2014
|
29,704
|
|
|
7,958
|
|
|
1,890
|
|
|
40,100
|
|
|
79,652
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2013
|
(16,272
|
)
|
|
(2,326
|
)
|
|
(715
|
)
|
|
—
|
|
|
(19,313
|
)
|
|||||
Amortization expense
|
(3,025
|
)
|
|
(753
|
)
|
|
(135
|
)
|
|
—
|
|
|
(3,913
|
)
|
|||||
Foreign currency translation adjustments
|
(28
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
|
(44
|
)
|
|||||
Accumulated amortization balance at December 31, 2014
|
(19,325
|
)
|
|
(3,085
|
)
|
|
(860
|
)
|
|
—
|
|
|
(23,270
|
)
|
|||||
Net balance at December 31, 2014
|
$
|
10,379
|
|
|
$
|
4,873
|
|
|
$
|
1,030
|
|
|
$
|
40,100
|
|
|
$
|
56,382
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
11
|
|
|
|
|
|
|
|
2015
|
$
|
3,232
|
|
2016
|
3,100
|
|
|
2017
|
2,144
|
|
|
2018
|
1,954
|
|
|
2019
|
1,954
|
|
|
Thereafter
|
3,898
|
|
|
|
16,282
|
|
|
IPR&D
|
40,100
|
|
|
|
$
|
56,382
|
|
|
Foreign Currency Items
|
|
Available for Sale Investments
|
|
Accumulated Other Comprehensive Income Items
|
||||||
Beginning balance, December 31, 2013
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
419
|
|
Other comprehensive loss before reclassifications
|
(1,146
|
)
|
|
(10
|
)
|
|
(1,156
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Net current-period other comprehensive loss
|
(1,146
|
)
|
|
(17
|
)
|
|
(1,163
|
)
|
|||
Ending balance, December 31, 2014
|
$
|
(727
|
)
|
|
$
|
(17
|
)
|
|
$
|
(744
|
)
|
|
Twelve Months Ended December 31, 2014
|
||||||||||
|
Before Tax
|
|
Tax Benefit
|
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
(1,146
|
)
|
|
$
|
—
|
|
|
$
|
(1,146
|
)
|
Unrealized (losses) gains on available-for-sale investments
|
(27
|
)
|
|
10
|
|
|
(17
|
)
|
|||
Other comprehensive (loss) income
|
$
|
(1,173
|
)
|
|
$
|
10
|
|
|
$
|
(1,163
|
)
|
|
2014
|
|
2013
|
||||
Purchased technology rights (net of accumulated amortization of $3,392 and $3,965 in 2014 and 2013, respectively)
|
$
|
1,543
|
|
|
$
|
2,943
|
|
Cost-method investments
|
1,000
|
|
|
1,000
|
|
||
Other
|
642
|
|
|
959
|
|
||
|
3,185
|
|
|
4,902
|
|
||
Less: Current portion
|
—
|
|
|
(965
|
)
|
||
|
$
|
3,185
|
|
|
$
|
3,937
|
|
|
2014
|
|
2013
|
||||
Compensation and employee benefits
|
$
|
9,960
|
|
|
$
|
6,619
|
|
Income and other taxes
|
870
|
|
|
1,314
|
|
||
Warranty costs
|
488
|
|
|
721
|
|
||
Other
|
2,800
|
|
|
2,970
|
|
||
|
$
|
14,118
|
|
|
$
|
11,624
|
|
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
|
|
|
Warranty expenses
|
(1,150
|
)
|
|
Accrual for warranty costs
|
1,268
|
|
|
Accrued warranty costs at December 31, 2013
|
721
|
|
|
Warranty expenses
|
(914
|
)
|
|
Accrual for warranty costs
|
681
|
|
|
Accrued warranty costs at December 31, 2014
|
$
|
488
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
12,762
|
|
|
$
|
20,301
|
|
|
$
|
28,241
|
|
Foreign
|
15,323
|
|
|
(8,877
|
)
|
|
(5,461
|
)
|
|||
Total
|
$
|
28,085
|
|
|
$
|
11,424
|
|
|
$
|
22,780
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,191
|
|
|
$
|
4,024
|
|
|
$
|
4,158
|
|
Foreign
|
(1,833
|
)
|
|
406
|
|
|
(129
|
)
|
|||
State
|
305
|
|
|
720
|
|
|
928
|
|
|||
Total current
|
$
|
663
|
|
|
$
|
5,150
|
|
|
$
|
4,957
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(2,471
|
)
|
|
(381
|
)
|
|
3,945
|
|
|||
Foreign
|
(10,329
|
)
|
|
(1
|
)
|
|
1,179
|
|
|||
State
|
1,179
|
|
|
(440
|
)
|
|
292
|
|
|||
Total deferred
|
(11,621
|
)
|
|
(822
|
)
|
|
5,416
|
|
|||
Total (benefit) provision for income taxes
|
$
|
(10,958
|
)
|
|
$
|
4,328
|
|
|
$
|
10,373
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
4.9
|
%
|
|
0.3
|
%
|
|
3.9
|
%
|
Permanent items
|
(1.9
|
)%
|
|
(4.6
|
)%
|
|
2.0
|
%
|
Effect of foreign operations
|
(3.0
|
)%
|
|
3.1
|
%
|
|
0.5
|
%
|
Research and incentive tax credit generated
|
(9.5
|
)%
|
|
(43.0
|
)%
|
|
(7.1
|
)%
|
Valuation allowance
|
(39.5
|
)%
|
|
42.6
|
%
|
|
11.6
|
%
|
Income tax reserves
|
(0.4
|
)%
|
|
4.9
|
%
|
|
0.1
|
%
|
Deferred charge
|
(9.1
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Worthless stock deduction
|
(6.2
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Nontaxable cancellation of debt
|
(10.7
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Other
|
1.4
|
%
|
|
(0.4
|
)%
|
|
(0.5
|
)%
|
|
(39.0
|
)%
|
|
37.9
|
%
|
|
45.5
|
%
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Current deferred tax assets
|
|
|
|
||||
Accrued liabilities and other
|
$
|
12,220
|
|
|
$
|
7,114
|
|
Deferred revenue
|
1,674
|
|
|
1,820
|
|
||
Gross current deferred tax assets
|
13,894
|
|
|
8,934
|
|
||
Valuation allowance
|
(691
|
)
|
|
(792
|
)
|
||
Net current deferred tax assets
|
13,203
|
|
|
8,142
|
|
||
Noncurrent deferred tax assets
|
|
|
|
|
|
||
Net operating loss and credit carryforwards
|
47,597
|
|
|
68,973
|
|
||
Deferred revenue
|
867
|
|
|
927
|
|
||
Depreciation and amortization
|
8,099
|
|
|
7,899
|
|
||
Stock compensation
|
5,231
|
|
|
4,871
|
|
||
Gross noncurrent deferred tax assets
|
61,794
|
|
|
82,670
|
|
||
Valuation allowance
|
(24,321
|
)
|
|
(49,294
|
)
|
||
Net noncurrent deferred tax assets
|
$
|
37,473
|
|
|
$
|
33,376
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Current deferred tax liabilities
|
|
|
|
|
|
||
Accrued liabilities and other
|
$
|
(1,000
|
)
|
|
$
|
(877
|
)
|
Total current deferred tax liabilities
|
(1,000
|
)
|
|
(877
|
)
|
||
Net current deferred tax asset
|
12,203
|
|
|
7,265
|
|
||
Noncurrent deferred tax liabilities
|
|
|
|
|
|
||
Depreciation and amortization
|
(21,097
|
)
|
|
(19,788
|
)
|
||
Stock compensation
|
(50
|
)
|
|
(53
|
)
|
||
Acquired intangibles
|
(927
|
)
|
|
(1,622
|
)
|
||
Total noncurrent deferred tax liabilities
|
(22,074
|
)
|
|
(21,463
|
)
|
||
Net noncurrent deferred tax asset
|
15,399
|
|
|
11,913
|
|
||
Net deferred tax assets
|
$
|
27,602
|
|
|
$
|
19,178
|
|
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
2,333
|
|
|
$
|
1,760
|
|
Additions based on tax positions related to the current year
|
156
|
|
|
335
|
|
||
Additions for tax positions of prior years
|
58
|
|
|
238
|
|
||
Reductions for tax positions of prior years
|
(131
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(98
|
)
|
|
—
|
|
||
Balance at end of year
|
$
|
2,318
|
|
|
$
|
2,333
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
12,407
|
|
Denominator:
|
|
|
|
|
|
|
|
||||
Denominator for basic net income per share - weighted average common stock outstanding
|
41,558
|
|
|
40,799
|
|
|
40,927
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Stock options and awards
|
598
|
|
|
1,187
|
|
|
957
|
|
|||
Denominator for diluted net income per share - weighted average shares outstanding - diluted
|
42,156
|
|
|
41,986
|
|
|
41,884
|
|
|||
Basic net income per share
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
Diluted net income per share
|
$
|
0.93
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
•
|
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. No shares were earned for this goal under the 2011 LTIP.
|
•
|
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 Comprehensive 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. 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 26, 2014 resulting in no shares earned for this goal under the 2011 LTIP.
|
•
|
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. No shares were earned for this goal under the 2012 LTIP.
|
•
|
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 Comprehensive 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
. The final determination and certification of the shares earned for this goal will be made by the Compensation Committee of the Board of Directors after the filing of this Annual Report on From 10-K, but we expect no shares will be earned for this goal under the 2012 LTIP.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Risk-free rate of return
|
1.8
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
|||
Expected life
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
|||
Weighted average fair value at grant date
|
$
|
10.75
|
|
|
$
|
8.79
|
|
|
$
|
7.78
|
|
Stock Options
|
Shares
(in thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
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
|
|
|
|
|
|
|
|
Granted
|
159
|
|
|
17.24
|
|
|
|
|
|
|||
Exercised
|
(835
|
)
|
|
9.06
|
|
|
|
|
|
|
||
Cancelled or expired
|
(33
|
)
|
|
19.80
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
967
|
|
|
$
|
15.35
|
|
|
|
|
|
|
|
Granted
|
250
|
|
|
21.10
|
|
|
|
|
|
|||
Exercised
|
(348
|
)
|
|
10.59
|
|
|
|
|
|
|
||
Cancelled or expired
|
(44
|
)
|
|
20.17
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
825
|
|
|
$
|
18.84
|
|
|
6.06
|
|
$
|
1,047
|
|
Vested at December 31, 2014 and expected to vest
|
817
|
|
|
$
|
18.82
|
|
|
6.05
|
|
$
|
1,046
|
|
Exercisable at December 31, 2014
|
445
|
|
|
$
|
17.57
|
|
|
5.12
|
|
$
|
910
|
|
Restricted Stock Awards
|
Shares
(in thousands)
|
|
Weighted Average Grant Price
|
|||
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
|
|
Granted
|
354
|
|
|
17.28
|
|
|
Vested
|
(267
|
)
|
|
18.83
|
|
|
Cancelled or expired
|
(79
|
)
|
|
19.15
|
|
|
Non-vested at December 31, 2013
|
826
|
|
|
$
|
18.62
|
|
Granted
|
637
|
|
|
20.21
|
|
|
Vested
|
(286
|
)
|
|
18.09
|
|
|
Cancelled or expired
|
(78
|
)
|
|
19.27
|
|
|
Non-vested at December 31, 2014
|
1,098
|
|
|
$
|
19.63
|
|
Restricted Stock Units
|
Shares
(in thousands)
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||
Non-vested at December 31, 2011
|
827
|
|
|
|
|
|
||
Granted
|
246
|
|
|
|
|
|
||
Vested
|
(80
|
)
|
|
|
|
|
||
Cancelled or expired
|
(118
|
)
|
|
|
|
|
||
Non-vested at December 31, 2012
|
875
|
|
|
|
|
|
||
Granted
|
199
|
|
|
|
|
|
||
Vested
|
(79
|
)
|
|
|
|
|
||
Cancelled or expired
|
(162
|
)
|
|
|
|
|
||
Non-vested at December 31, 2013
|
833
|
|
|
|
|
|
||
Granted
|
139
|
|
|
|
|
|
||
Vested
|
(74
|
)
|
|
|
|
|
||
Cancelled or expired
|
(241
|
)
|
|
|
|
|
||
Non-vested at December 31, 2014
|
658
|
|
|
1.58
|
|
$
|
12,336
|
|
Vested at December 31, 2014 and expected to vest
|
376
|
|
|
1.56
|
|
$
|
6,312
|
|
Exercisable at December 31, 2014
|
40
|
|
|
0.00
|
|
$
|
741
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of revenue
|
$
|
981
|
|
|
$
|
856
|
|
|
$
|
947
|
|
Research and development
|
2,573
|
|
|
2,553
|
|
|
2,034
|
|
|||
Selling, general and administrative
|
5,994
|
|
|
5,812
|
|
|
6,934
|
|
|||
Stock-based compensation costs reflected in net income
|
$
|
9,548
|
|
|
$
|
9,221
|
|
|
$
|
9,915
|
|
|
Options Outstanding
|
|
Shares Available for Future Issuance
|
|
Total Shares Reserved
|
|||
2000 Plan
|
15,000
|
|
|
—
|
|
|
15,000
|
|
Equity Incentive Plan
|
1,870,592
|
|
|
2,586,195
|
|
|
4,456,787
|
|
ESPP
|
—
|
|
|
318,599
|
|
|
318,599
|
|
|
1,885,592
|
|
|
2,904,794
|
|
|
4,790,386
|
|
2015
|
$
|
3,744
|
|
2016
|
3,808
|
|
|
2017
|
3,608
|
|
|
2018
|
3,493
|
|
|
2019
|
3,460
|
|
|
Thereafter
|
4,910
|
|
|
Total
|
$
|
23,023
|
|
|
Sales to Customers
|
|
Property and Equipment, net
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Domestic
|
$
|
187,945
|
|
|
$
|
178,276
|
|
|
$
|
167,924
|
|
|
$
|
36,826
|
|
|
$
|
30,847
|
|
|
$
|
23,421
|
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe
|
17,819
|
|
|
16,690
|
|
|
17,376
|
|
|
1,093
|
|
|
1,013
|
|
|
1,433
|
|
||||||
Asia
|
14,863
|
|
|
12,287
|
|
|
10,877
|
|
|
261
|
|
|
234
|
|
|
212
|
|
||||||
Canada
|
3,664
|
|
|
3,025
|
|
|
3,753
|
|
|
1,746
|
|
|
640
|
|
|
888
|
|
||||||
Other
|
2,692
|
|
|
3,145
|
|
|
2,652
|
|
|
19
|
|
|
59
|
|
|
275
|
|
||||||
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
202,582
|
|
|
$
|
39,945
|
|
|
$
|
32,793
|
|
|
$
|
26,229
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Revenue
|
$
|
56,561
|
|
|
$
|
55,632
|
|
|
$
|
56,684
|
|
|
$
|
58,106
|
|
Gross profit
|
39,954
|
|
|
38,147
|
|
|
39,010
|
|
|
42,741
|
|
||||
Income from operations
|
8,185
|
|
|
4,771
|
|
|
4,996
|
|
|
10,185
|
|
||||
Net income
(1)
|
5,966
|
|
|
4,725
|
|
|
5,550
|
|
|
22,802
|
|
||||
Basic income per common share
|
0.14
|
|
|
0.11
|
|
|
0.13
|
|
|
0.55
|
|
||||
Diluted income per common share
|
0.14
|
|
|
0.11
|
|
|
0.13
|
|
|
0.54
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
||||||||
Revenue
|
$
|
53,200
|
|
|
$
|
54,287
|
|
|
$
|
50,780
|
|
|
$
|
55,156
|
|
Gross profit
|
37,957
|
|
|
38,057
|
|
|
30,781
|
|
|
36,831
|
|
||||
(Loss) income from operations
(2), (3)
|
(1,552
|
)
|
|
5,041
|
|
|
(4,194
|
)
|
|
5,472
|
|
||||
Net (loss) income
(2), (4)
|
(2,511
|
)
|
|
3,695
|
|
|
796
|
|
|
5,116
|
|
||||
Basic (loss) income per common share
|
(0.06
|
)
|
|
0.09
|
|
|
0.02
|
|
|
0.12
|
|
||||
Diluted (loss) income per common share
|
(0.06
|
)
|
|
0.09
|
|
|
0.02
|
|
|
0.12
|
|
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
|
1,885,592
|
|
|
$
|
8.24
|
|
|
2,904,794
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
1,885,592
|
|
|
|
|
|
2,904,794
|
|
(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 (File No. 000-30109), 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 (File No. 000-30109) 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#
|
|
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 (File No. 000-30109), filed September 16, 2008).
|
|
|
|
10.4
|
|
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 Quarterly Report on Form 10-Q (File No. 000-30109) for the quarterly period ended September 30, 2001).
|
|
|
|
10.5
|
|
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 (File No. 000-30109) for the quarterly period ended June 30, 2002).
|
|
|
|
10.6
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2002).
|
|
|
|
10.7
|
|
Lease Agreement between PS Business Parks, L.P., as Landlord, and Luminex Corporation, as Tenant, dated September 30, 2014.
|
|
|
|
10.8#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2003).
|
|
|
|
10.9#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2003).
|
|
|
|
10.10#
|
|
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 (File No. 000-30109), filed May 18, 2004).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.11#
|
|
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 (File No. 000-30109), filed May 25, 2005).
|
|
|
|
10.12#
|
|
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 (File No. 000-30109) for the quarterly period ended September 30, 2004).
|
|
|
|
10.13#
|
|
Form of Amendment to Executive Employment Agreements (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K (File No. 000-30109) for the fiscal year ended December 31, 2005).
|
|
|
|
10.14#
|
|
Luminex Corporation Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.15#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.16#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.17#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.18#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.19#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.20#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2006).
|
|
|
|
10.21#
|
|
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 (File No. 000-30109) for the quarterly period ended June 30, 2007).
|
|
|
|
10.22#
|
|
Luminex Corporation 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Proxy Statement (File No. 000-30109) for its Annual Meeting of Shareholders held on May 25, 2006).
|
|
|
|
10.23#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.24#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.25#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.26#
|
|
First Amendment to Employment Agreement, effective as of March 30, 2006, by and between Luminex Corporation and Russell W. Bradley.
|
|
|
|
10.27#
|
|
Form of Restricted Share Unit Agreement for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K (File No. 000-30109) for the fiscal year ended December 31, 2006).
|
|
|
|
10.28#
|
|
Form of Amendments to Equity Award Agreements (Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q (File No. 000-30109) for the quarterly period ended June 30, 2007).
|
|
|
|
10.29#
|
|
Management Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 15, 2010).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.30#
|
|
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).
|
|
|
|
10.31#
|
|
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).
|
|
|
|
10.32#
|
|
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).
|
|
|
|
10.33#
|
|
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).
|
|
|
|
10.34#
|
|
Form of Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and its Executives, (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.35#
|
|
Second Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.36#
|
|
Luminex Corporation 2013 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 25, 2013).
|
|
|
|
10.37#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2013 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 25, 2013).
|
|
|
|
10.38#
|
|
Consulting Agreement, dated October 14, 2014, between Luminex Corporation and Patrick J. Balthrop, Sr. (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed October 20, 2014).
|
|
|
|
10.39#
|
|
Employment Agreement, dated October 14, 2014, between Luminex Corporation and Nachum Shamir (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed October 20, 2014).
|
|
|
|
10.40#
|
|
Employment Agreement, dated August 14, 2012, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.41#
|
|
Consulting Agreement, dated December 19, 2014, between Luminex Corporation and David S. Reiter (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed December 27, 2014).
|
|
|
|
10.42#
|
|
Second Amendment to Employment Agreement, effective as of February 6, 2014, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.43#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.44#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Russell W. Bradley.
|
|
|
|
10.45#
|
|
Omnibus Amendment to the Luminex Corporation Restricted Share Unit Award Agreements (2012 and 2013 LTIPs).
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
101
|
|
The following materials from Luminex Corporation's Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statements 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/ Nachum Shamir
|
|
President and Chief Executive Officer, Director
|
February 25, 2015
|
Nachum Shamir
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Harriss T. Currie
|
|
Chief Financial Officer, Senior Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
|
February 25, 2015
|
Harriss T. Currie
|
|
|
|
|
|
|
|
/s/ Robert J. Cresci
|
|
Director
|
February 25, 2015
|
Robert J. Cresci
|
|
|
|
|
|
|
|
/s/ Thomas W. Erickson
|
|
Director
|
February 25, 2015
|
Thomas W. Erickson
|
|
|
|
|
|
|
|
/s/ Fred C. Goad, Jr.
|
|
Director
|
February 25, 2015
|
Fred C. Goad, Jr.
|
|
|
|
|
|
|
|
/s/ Jay B. Johnston
|
|
Director
|
February 25, 2015
|
Jay B. Johnston
|
|
|
|
|
|
|
|
/s/ Jim D. Kever
|
|
Director
|
February 25, 2015
|
Jim D. Kever
|
|
|
|
|
|
|
|
/s/ G. Walter Loewenbaum II
|
|
Chairman of the Board of Directors,
|
February 25, 2015
|
G. Walter Loewenbaum II
|
|
Director
|
|
|
|
|
|
/s/ Kevin M. McNamara
|
|
Director
|
February 25, 2015
|
Kevin M. McNamara
|
|
|
|
|
|
|
|
/s/ Edward A. Ogunro
|
|
Director
|
February 25, 2015
|
Edward A. Ogunro
|
|
|
|
|
|
|
|
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 (File No. 000-30109), 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 (File No. 000-30109) 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#
|
|
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 (File No. 000-30109), filed September 16, 2008).
|
|
|
|
10.4
|
|
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 Quarterly Report on Form 10-Q (File No. 000-30109) for the quarterly period ended September 30, 2001).
|
|
|
|
10.5
|
|
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 (File No. 000-30109) for the quarterly period ended June 30, 2002).
|
|
|
|
10.6
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2002).
|
|
|
|
10.7
|
|
Lease Agreement between PS Business Parks, L.P., as Landlord, and Luminex Corporation, as Tenant, dated September 30, 2014.
|
|
|
|
10.8#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2003).
|
|
|
|
10.9#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2003).
|
|
|
|
10.10#
|
|
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 (File No. 000-30109), filed May 18, 2004).
|
|
|
|
10.11#
|
|
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 (File No. 000-30109), filed May 25, 2005).
|
|
|
|
10.12#
|
|
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 (File No. 000-30109) for the quarterly period ended September 30, 2004).
|
|
|
|
10.13#
|
|
Form of Amendment to Executive Employment Agreements (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K (File No. 000-30109) for the fiscal year ended December 31, 2005).
|
|
|
|
10.14#
|
|
Luminex Corporation Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.15#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.16#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.17#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.18#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.19#
|
|
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 (File No. 000-30109), filed May 21, 2009).
|
|
|
|
10.20#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2006).
|
|
|
|
10.21#
|
|
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 (File No. 000-30109) for the quarterly period ended June 30, 2007).
|
|
|
|
10.22#
|
|
Luminex Corporation 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Proxy Statement (File No. 000-30109) for its Annual Meeting of Shareholders held on May 25, 2006).
|
|
|
|
10.23#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.24#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.25#
|
|
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 (File No. 000-30109), filed May 25, 2006).
|
|
|
|
10.26#
|
|
First Amendment to Employment Agreement, effective as of March 30, 2006, by and between Luminex Corporation and Russell W. Bradley.
|
|
|
|
10.27#
|
|
Form of Restricted Share Unit Agreement for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K (File No. 000-30109) for the fiscal year ended December 31, 2006).
|
|
|
|
10.28#
|
|
Form of Amendments to Equity Award Agreements (Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q (File No. 000-30109) for the quarterly period ended June 30, 2007).
|
|
|
|
10.29#
|
|
Management Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 15, 2010).
|
|
|
|
10.30#
|
|
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).
|
|
|
|
10.31#
|
|
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).
|
|
|
|
10.32#
|
|
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).
|
|
|
|
10.33#
|
|
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).
|
|
|
|
10.34#
|
|
Form of Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and its Executives, (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
10.35#
|
|
Second Amendment to Employment Agreement, effective as of December 31, 2012, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
10.36#
|
|
Luminex Corporation 2013 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 25, 2013).
|
|
|
|
10.37#
|
|
Form of Restricted Share Unit Award Agreement for Awards under the Luminex Corporation 2013 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed March 25, 2013).
|
|
|
|
10.38#
|
|
Consulting Agreement, dated October 14, 2014, between Luminex Corporation and Patrick J. Balthrop, Sr. (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed October 20, 2014).
|
|
|
|
10.39#
|
|
Employment Agreement, dated October 14, 2014, between Luminex Corporation and Nachum Shamir (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed October 20, 2014).
|
|
|
|
10.40#
|
|
Employment Agreement, dated August 14, 2012, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.41#
|
|
Consulting Agreement, dated December 19, 2014, between Luminex Corporation and David S. Reiter (Previously filed as an Exhibit to the Company's Current Report on Form 8-K, filed December 27, 2014).
|
|
|
|
10.42#
|
|
Second Amendment to Employment Agreement, effective as of February 6, 2014, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.43#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Nancy M. Fairchild.
|
|
|
|
10.44#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Russell W. Bradley.
|
|
|
|
10.45#
|
|
Omnibus Amendment to the Luminex Corporation Restricted Share Unit Award Agreements (2012 and 2013 LTIPs).
|
|
|
|
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.
|
|
|
|
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, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statements 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.
|
PREMISES:
|
Approximately
162,117
rentable square feet comprised of (i)
53,925
rentable square feet commonly known as Suites 110, 120, 122, 125, 130, 145, and 150, in the McNeil 3 Building (defined below); (ii)
35,450
rentable square feet commonly known as Suites H, K, and K1, in the McNeil 4 Building
;
(iii)
44,378
rentable square feet commonly known as Suite A, in the McNeil 5 Building
;
and
(iv)
28,364
rentable square feet commonly known as Suite A, in the McNeil 6 Building, each as further depicted on
Exhibit A-1
.
|
BUILDINGS & PROJECTS:
|
Approximately
68,400
rentable square feet located at
12201 Technology Blvd., Austin, TX 78727
, as depicted on
Exhibit A-2
(the “
McNeil 3 Building
”). The McNeil 3 Building is a part of the Project commonly referred to as
McNeil 3
(the “
McNeil 3 Project
”), as depicted and more particularly described on
Exhibit A-2
.
|
Period of Term
|
Monthly Base Rent
|
May 1, 2015 - July 31, 2015
|
$173,322.75
|
August 1, 2015 - March 31, 2016
|
$173,497.32
|
April 1, 2016 - April 30, 2016
|
$173,720.01
|
May 1, 2016 - July 31, 2016
|
$178,186.26
|
August 1, 2016 - March 31, 2017
|
$178,360.83
|
April 1, 2017 - April 30, 2017
|
$178,583.52
|
May 1, 2017 - July 31, 2017
|
$183,049.77
|
August 1, 2017 - August 31, 2017
|
$183,922.62
|
September 1, 2017 - April 30, 2018
|
$184,813.38
|
May 1, 2018 - April 30, 2019
|
$189,676.89
|
May 1, 2019 - April 30, 2020
|
$194,540.40
|
ADDRESSES FOR NOTICES:
|
To: Tenant (at any time)
12212 Technology Blvd.
Austin, TX 78727
Attn: General Counsel
FAX:
|
To: Landlord
PS Business Parks
5555 N. Lamar Blvd., Suite J125
Austin, TX 78751
Attn: Property Manager
FAX: 512/454-9357
|
1.
|
Lease of Premises; Compliance with Laws; Surrender
.
|
9.
|
Tenant Improvements; Tenant Alterations; Mechanic’s Liens
.
|
10.
|
Repairs
.
|
11.
|
Insurance
.
|
(a)
|
Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum of $1,000,000.00, and not less than $2,000,000.00 in the annual aggregate, covering third-party bodily injury, property damage, personal injury and advertising injury, product/completed operations as applicable, medical expenses and contractual liability. Defense costs will be in addition to the limit of liability. A combination of a General Liability policy and an umbrella policy or excess liability policy may be used to satisfy this limit;
|
(b)
|
Property/Business Interruption Insurance written on an All Risk or Special Cause of Loss Form at replacement cost value and with a replacement cost endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises, including for which Tenant has repair obligations and any Tenant Improvements and Tenant Alterations performed by or for the benefit of Tenant. No coinsurance provision will apply;
|
(c)
|
Excess Liability in the amount of $2,000,000.00 per occurrence;
|
(d)
|
Workers’ Compensation Insurance in amounts not less than the amounts required by Law;
|
(e)
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Employers Liability Coverage of at least $1,000,000.00 (each accident, disease - each employee, disease - policy limit);
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(f)
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Automobile Liability coverage of not less than $1,000,000.00 combined single limit including property damage covering Tenant’s owned, and hired vehicles; and
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(g)
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If Tenant uses any part of the Premises or Property to store or to perform work on vehicles, Tenant shall maintain garage liability insurance in such form and amount as Landlord may require from time to time, but not less than $2,000,000.00.
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(a)
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Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant’s Default, including, without limitation, an amount equal to all Costs of Reletting (defined below) plus an amount equal to any deficiency that may arise from the total rent that Tenant would have been required to pay for the remainder of the Term had the Lease remained in effect, discounted to present value at the Prime Rate (as defined herein) then in effect minus the rents actually received by Landlord, if any, in connection with reletting the Premises. “
Costs of Reletting
” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant.
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(b)
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Terminate Tenant’s right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord may (but shall not be obligated to) relet all or any
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(c)
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Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state wherein the Premises is located.
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(a)
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In order to market the Premises in a suitable condition, Landlord shall be obligated to clean and repaint the Premises and, to the extent, but only to the extent, that Landlord is otherwise obligated to repair and restore the Premises under other provisions of this Lease, Landlord shall repair and restore the Premises. Except for the reasonable cost to clean and repaint the Premises, and except for the cost of repairs and restoration of the Premises that is required of Landlord under this Lease, Landlord shall not be required to spend any money to make the Premises ready for a replacement tenant.
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(b)
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Landlord shall be obligated to market the Premises in the same manner that Landlord markets, or has previously marketed, other premises for lease in the Building and other buildings in the same geographic area in which the Premises is located that Landlord owns or has previously owned (“
Other Buildings
”); provided, however, Landlord shall only be obligated to incur and pay costs and expenses to procure a replacement tenant that Landlord would ordinarily incur and pay in connection with leasing premises comparable to the Premises, including, without limitation, Landlord’s legal costs to prepare a new lease, and reasonable broker’s fees, and advertising costs.
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(c)
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All Costs of Reletting (regardless of the success of Landlord’s efforts with respect thereto), shall be repaid to Landlord in full, with interest, before any sums actually received from re-letting are applied to offset any rent due from Tenant to Landlord under this Lease. Tenant agrees that if Landlord re-lets all or any portion of the Premises, any rents received by Landlord under the new lease that exceed the rent due Landlord under this Lease for the same rent payment period for which those rents were paid, shall be applied to the Costs of Reletting and interest payable by Tenant to Landlord. Tenant shall not receive any credit for any excess amounts, but rather Landlord exclusively shall be entitled to the same. Tenant shall continue to be liable for all rent (whether accruing prior to, on or after the date of termination of this Lease or Tenant’s right of possession) and damages, except to the extent that Tenant receives any credit against unpaid rent under Section 18.02 or pleads and proves by clear and convincing evidence that Landlord fails to exercise commercially reasonable efforts to Mitigate to the extent required under this Section and that Landlord’s failure caused an avoidable and quantifiable increase in Landlord’s damages for unpaid rent.
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(d)
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Landlord shall not be required to accept any person or entity as a tenant (regardless of their operational abilities and credit rating) who is controlling, controlled by or under common control with Tenant or which proposes a change in the use of the Premises permitted under this Lease to a use which: (i) violates any prohibition on use in the Building; (ii) is incompatible with the nature and character of the Building; (iii) creates a parking demand or demand on Building equipment, facilities and systems in excess of the demand created by Tenant; or (iv) conflicts with any other existing tenant use in the Building, or with any use of any person or entity that is at that time a lease prospect of Landlord for other space in the Building.
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(e)
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Landlord shall not be required to show preference for the Premises over other available lease space, but rather shall let prospects determine which space is most appropriate for their respective needs.
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(f)
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Landlord shall not be required to relet the Premises to a tenant pursuant to any proposed lease (i) that is not approved by the holders of any liens or security interests in the Building, to the extent such approval is required; (ii) that would cause Landlord to be in default of, or to be unable to perform any of its covenants or obligations under, any agreements between Landlord and any third party; or (iii) that would vary the terms of Landlord’s standard lease form in any manner that is not reasonably acceptable to Landlord. Landlord shall not be required to re-let the Premises for a term longer than the term of this Lease, unless the rents for any period after the end of the term of this Lease are the then prevailing fair market rates; provided, however, that, during any period of re-letting during the term of this Lease, Landlord shall be required to re-let the Premises at a base rental rate that is, at a minimum, equal to the lesser of the prevailing fair market rates and the base rental provided under this Lease.
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(g)
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Before re-letting the Premises to any replacement tenant, Landlord may require the proposed replacement tenant to demonstrate the same financial capability that Landlord would require from any other lease prospect as a condition to leasing any other space in the Building.
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(h)
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Landlord may elect to re-let all or any marketable part of the Premises, and reletting of less than all of the Premises shall not be deemed to constitute an acceptance and surrender of the portion of the Premises not so re-let.
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(i)
|
Landlord’s duty to Mitigate shall arise on the earlier of (i) the date that Tenant vacates the Premises and fails to pay rent beyond applicable notice and cure periods (ii) the date Tenant relinquishes any claim to possession of the Premises by written notice to Landlord and (iii) the date on which Landlord terminates Tenant’s right to possession of the Premises pursuant to Section 18.02.
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LANDLORD:
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PS Business Parks, L.P., a California limited partnership
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By:
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PS Business Parks, Inc., a California corporation
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Its:
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General partner
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By:
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Name:
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David Vicars
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Title:
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Divisional Vice President
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TENANT:
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Luminex Corporation, a Delaware corporation
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By:
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Name:
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Harriss Currie
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Title:
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CFO
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Tax ID Number (SSN or FEIN):
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74-2747608
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1.
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Driveways, sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises. The driveways, sidewalks, halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building, the Property and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant’s business unless such persons are engaged in illegal activities. No tenant, and no employees or invitees of any tenant, shall go upon the roof of any Building, except as authorized by Landlord.
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2.
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No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Landlord shall have the right to remove any such sign, placard, banner, picture, name, advertisement, or notice without notice to and at the expense of Tenant, which were installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person or vendor approved by Landlord and shall be removed by Tenant at the time of vacancy at Tenant’s expense. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval.
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3.
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The directory of the Building or Property, if any, will be provided exclusively for the display of the name and location of tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other names therefrom.
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4.
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No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s standard window covering and shall in no way be visible from the exterior of the Building. All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent or of a quality, type, design, and bulb color approved by Landlord. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which Landlord considers unsightly from outside Tenant’s Premises.
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5.
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Each tenant shall be responsible for all persons for whom it allows to enter the Building or the Property and shall be liable to Landlord for all acts of such persons. Landlord and its agents shall not be liable for damages for any error concerning the admission to, or exclusion from, the Building or the Property of any person. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right (but shall not be obligated) to prevent access to the Building and the Property during the continuance of that event by any means it considers appropriate for the safety of tenants and protection of the Building, property in the Building and the Property.
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6.
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Tenant shall not alter any lock or access device or install a new or additional lock or access device or bolt on any door of its Premises, without the prior written consent of Landlord. If Landlord shall give its consent, Tenant shall in each case furnish Landlord with a key for any such lock. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys for all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor.
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7.
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The restrooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into them. The expense of any breakage, stoppage, or damage resulting from violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused the breakage, stoppage, or damage.
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8.
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Tenant shall not use or keep in or on the Premises, the Building or the Property any kerosene, gasoline, or inflammable or combustible fluid or material except in strict accordance with the terms of the Lease.
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9.
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Except with the prior written consent of Landlord, Tenant shall not sell, or permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on the Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, or the business of a public barber shop, beauty parlor, nor shall the Premises be used for any illegal, improper, immoral or objectionable purpose, or any business or activity other than that specifically provided for in such Tenant’s Lease. Tenant shall not accept hairstyling, barbering, shoeshine, nail, massage or similar services in the Premises or common areas except as authorized by Landlord.
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10.
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If Tenant requires telegraphic, telephonic, telecommunications, data processing, burglar alarm or similar services, it shall first obtain, and comply with, Landlord’s instructions in their installation. The cost of purchasing, installation and maintenance of such services shall be borne solely by Tenant. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes and other office equipment affixed to the Premises shall be subject to the prior written approval of Landlord.
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11.
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Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or any other device on the exterior walls or the roof of the Building, without Landlord’s consent. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building, the Property or elsewhere.
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12.
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Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Landlord. Tenant shall not place a load upon any floor of its Premises which exceeds the load per square foot which such floor was designed to carry or which is allowed by law.
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13.
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Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.
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14.
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Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating devices, without Landlord’s prior written consent.
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15.
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Each tenant shall store all its trash and garbage within the interior of the Premises or as otherwise directed by Landlord from time to time. Tenant shall not place in the trash boxes or receptacles any personal trash or any material that may not or cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city, without violation of any law or ordinance governing such disposal.
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16.
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Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building and the Property are prohibited and each tenant shall cooperate to prevent the same. No tenant shall make room‑to‑room solicitation of business from other tenants in the Building or the Property, without the written consent of Landlord.
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17.
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Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name and address of the Building and the Property. Without the prior written consent of Landlord, Tenant shall not use the name of the Building, Project or the Property or any photograph or other likeness of the Building, Project or the Property in connection with, or in promoting or advertising, Tenant’s business except that Tenant may include the Building’s, Project’s or Property’s name in Tenant’s address.
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18.
|
Landlord may from time to time adopt systems and procedures for the security and safety of the Building and Property, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any
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19.
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No Tenant is allowed to unload, unpack, pack or in any way manipulate any products, materials or goods in the common areas of the Property including the parking and driveway areas of the Property. All products, goods and materials must be manipulated, handled, kept, and stored within the Tenant’s Premises and not in any exterior areas, including, but not limited to, exterior dock platforms, against the exterior of the Building, parking areas and driveway areas of the Property. Tenant also agrees to keep the exterior of the Premises clean and free of nails, wood, pallets, packing materials, barrels and any other debris produced from their operation. All products, materials and goods are to enter and exit the Premises by being loaded or unloaded through dock high doors into trucks and or trailers, over dock high loading platforms into trucks and or trailers or loaded or unloaded into trucks and or trailers within the Premises through grade level door access. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.
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20.
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Smoking of any kind is strictly prohibited, at all times, at any location on the Property, except in the designated smoking area which is located at the OUTSIDE PERIMETER OF THE BUILDING ONLY. Landlord may relocate the designated smoking area at its sole discretion, at any time during the Term of this Lease.
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1.
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Cars must be parked entirely within painted stall lines.
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2.
|
All directional signs and arrows must be observed.
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3.
|
All posted speed limits for the parking areas shall be observed. If no speed limit is posted for an area, the speed limit shall be five (5) miles per hour.
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4.
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Parking is prohibited:
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5.
|
Handicap and visitor stalls shall be used only by handicapped persons or visitors, as applicable.
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6.
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Parking stickers or any other device or form of identification supplied by Landlord from time to time (if any) shall remain the property of Landlord. Such parking identification device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Devices are not transferable and any device may not be obliterated. Devices are not transferable and any device in possession of any unauthorized holder will be void. There will be a replacement charge payable by the parker and such parker’s appropriate tenant equal to the amount posted from time to time by Landlord for loss of any magnetic parking card or any parking sticker.
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7.
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Every parker is required to park and lock his or her own car. All responsibility for damage to cars or persons is assumed by the parker.
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8.
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Loss or theft of parking identification devices must be reported to Landlord, and a report of such loss or theft must be filed by the parker at that time. Any parking identification devices reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen devices found by the parker must be reported to Landlord immediately to avoid confusion.
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9.
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Parking spaces are for the express purpose of parking one automobile per space. Washing, waxing, cleaning, or servicing of any vehicle by the parker and/or such person’s agents is prohibited. The parking areas shall not be used for overnight or other storage for vehicles of any type.
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10.
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Landlord reserves the right to refuse the issuance of parking identification or access devices to any tenant and/or such tenant’s employees, agents, visitors or representatives who willfully refuse to comply with the Parking Rules and Regulations and/or all applicable governmental ordinances, laws, or agreements.
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11.
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Tenant shall acquaint its employees, agents, visitors or representatives with the Parking Rules and Regulations, as they may be in effect from time to time.
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12.
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Intentionally omitted.
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13.
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Intentionally omitted.
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14.
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Except as provided above, no trucks, truck tractors, trailers or fifth wheel are allowed to be parked anywhere at any time within the Property other than in Tenant’s own truck dock well. Vehicles in violation of the above shall be subject to tow‑away, at vehicle owner’s expense. Vehicles parked in public parking areas will be no larger than full-sized passenger automobiles
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15.
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Tenant shall at all times comply with all applicable Laws (as defined in the Lease) respecting the use of the parking facility serving the Building.
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16.
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EXCEPT AS PROVIDED IN ARTICLE 12 OF THE LEASE, LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE PARKING FACILITY OR AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING AGREED THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK OF TENANT AND ITS EMPLOYEES.
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17.
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Intentionally omitted.
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18.
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If Tenant, or any Tenant Entity, defaults with respect to the same term or condition under these Parking Rules and Regulations more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord's election, constitute an incurable default and Landlord shall have the right to fine Tenant two hundred fifty dollars ($250.00) for each subsequent violation of these Parking Rules and Regulations and such fines shall be payable by Tenant hereunder as Additional Rent. Such fining rights shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth); provided however, notwithstanding anything in this Lease to the contrary, Landlord shall not have the right to terminate this Lease solely as the result of a default under these Parking Rules and Regulations. Subject to the limitations set forth in this Section 18, any default by Tenant under these Parking Rules and Regulations shall be a default under the Lease.
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(a)
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Tenant’s Operating Expense estimates: As soon as is practical following the end of each calendar year, Landlord will provide Tenant with a determination of: (a) Tenant’s annual share of estimated Operating Expenses for the then current calendar year; (b) Tenant’s monthly Operating Expense estimate for the then current year; and, (c) Tenant’s retroactive estimate correction billing (for the period of January 1
st
through the date immediately prior to the commencement date of Tenant’s new monthly Operating Expense estimate) for the difference between Tenant’s new and previously billed monthly Operating Expense estimates for the then current year.
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(b)
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Tenant’s Proportionate Share of actual annual Operating Expenses: Each year, Landlord will provide Tenant with a determination reflecting the total Operating Expenses for the previous calendar year. If the total of Tenant’s Operating Expense estimates billed for the previous calendar year are less than Tenant’s Proportionate Share of the actual Operating Expenses, the determination will indicate the payment amount and date due, but in no event earlier than thirty (30) days from invoice. If Tenant has paid more than its Proportionate Share of Operating Expenses for the preceding calendar year, Landlord will credit the overpayment toward Tenant’s future Operating Expense obligations. Monthly Operating Expense estimates are due on the 1
st
of each month and shall commence in the month specified by Landlord. Tenant’s retroactive
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LUMINEX CORPORATION
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By:
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Its:
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Russell W. Bradley
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LUMINEX CORPORATION
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By:
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Name:
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David Reiter
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Title:
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Senior Vice President, General Counsel
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EXECUTIVE
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NANCY M. CAPEZZUTI
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LUMINEX CORPORATION
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By:
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Its:
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Date:
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Nancy M. Capezzuti
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Date:
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LUMINEX CORPORATION
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By:
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Its:
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Date:
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Nancy M. Fairchild
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Date:
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LUMINEX CORPORATION
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By:
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Its:
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Date:
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Russell W. Bradley
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Date:
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Harriss T. Currie
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LUMINEX CORPORATION
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By:
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Name:
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Nachum Shamir
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Title:
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President and Chief Executive Officer
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By:
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/s/ Nachum Shamir
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Nachum Shamir
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President and Chief Executive Officer
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By:
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/s/ Harriss T. Currie
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Harriss T. Currie
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Chief Financial Officer, Senior Vice President of Finance
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