/X/
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
|
December 31, 2015
|
or
|
/ /
|
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
|
|
74-2747608
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
|
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78727
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(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Name of exchange on which registered
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Common Stock, $0.001 par value
|
|
The NASDAQ Global Select Market
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Large accelerated filer [X]
|
|
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
|
PAGE
|
|
PART II
|
|
|
PART III
|
|
|
PART IV
|
|
|
|
|
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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|
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Exhibit 31.2
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|
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Exhibit 32.1
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Exhibit 32.2
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|
|
•
|
risks and uncertainties relating to market demand and acceptance of our products and technology, including the ARIES
®
system and NxTAG
®
;
|
•
|
our ability to successfully launch new products in a timely manner;
|
•
|
the uncertainty relating to increased focus on direct sales to the end user;
|
•
|
dependence on strategic partners for development, commercialization and distribution of products;
|
•
|
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;
|
•
|
the timing of and process for regulatory approvals;
|
•
|
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;
|
•
|
our ability to obtain and enforce intellectual property protections on our products and technologies;
|
•
|
risks and uncertainties associated with implementing our acquisition strategy, our ability to identify acquisition targets 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;
|
•
|
our ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels;
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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;
|
•
|
changes in principal members of our management staff;
|
•
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potential shortages, or increases in costs, of components or other disruptions to our manufacturing operations;
|
•
|
competition and competitive technologies utilized by our competitors;
|
•
|
our increasing dependency on information technology to enable us to improve the effectiveness of our operations and to monitor financial accuracy and efficiency;
|
•
|
the implementation, including any modification, of our strategic operating plans;
|
•
|
the uncertainty regarding the outcome or expense of any litigation brought against or initiated by us; and
|
•
|
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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placements made by partners who either:
|
•
|
license our xMAP technology and develop products that incorporate our xMAP technology into products that they then sell to end users, or
|
•
|
purchase our proprietary xMAP laboratory instrumentation and our proprietary xMAP microspheres and sell xMAP-based assay products and/or xMAP-based testing services, which run on the xMAP instrumentation, and pay a royalty to us; and
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•
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our direct sales force that focuses on the sale of molecular diagnostic assays that run on our systems.
|
•
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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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•
|
detect genetic variations, such as single nucleotide polymorphisms or genetic mutations present in inherited diseases;
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•
|
measure the response to a compound or dosage by measuring cellular activity for drug discovery and development; and
|
•
|
assist physicians in prescribing or dosing the appropriate drug therapy based on the patient’s genetic makeup, a field known as pharmacogenetics.
|
KEY TECHNOLOGIES
|
DESCRIPTION
|
MARKETS SERVED
|
|
|
|
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
|
BioChips/Microarrays
|
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
|
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
|
Tests which use PCR technology to test DNA and RNA
|
Nucleic acid testing in clinical diagnostics and biomedical research
|
Microfluidics chips
|
Miniaturized liquid handling system on a chip
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Biomedical research and clinical diagnostics
|
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
|
Genotyping technologies
|
DNA primers or probes designed to identify small differences between DNA targets
|
Drug discovery, clinical diagnostics and biomedical research
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Gene expression technologies
|
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
|
Drug discovery, clinical diagnostics and biomedical research
|
Mass Spectrometry
|
Analytical technique and type of instrument used to identify the mass of ionized molecules or molecular fragments
|
Blood culture identification, pathogen fingerprinting
|
•
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Multi-analyte/multi-format
|
•
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Flexibility/scalability
|
•
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Both protein and nucleic acid applications on a single platform
|
•
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High throughput
|
•
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Ease of use
|
•
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Cost effective
|
•
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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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Develop next generation products
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•
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Actively pursuing acquisitions that could accelerate our business strategies
|
•
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Continue to develop the partnership channel focused in select key markets
|
•
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New platform & technology development
|
•
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Simplified assay products
|
•
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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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62
|
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President and Chief Executive Officer
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Harriss T. Currie
|
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54
|
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Chief Financial Officer, Senior Vice President, Finance and Treasurer
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Russell W. Bradley
|
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51
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Senior Vice President, Corporate Development and Chief Marketing Officer
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Nancy M. Fairchild
|
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62
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Senior Vice President, Human Resources
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Randall Myers
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54
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Senior Vice President, Global Manufacturing and Quality
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Richard W. Rew II
|
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48
|
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Senior Vice President, General Counsel and Corporate Secretary
|
•
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timely and successfully launch our products under development;
|
•
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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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operate in a highly competitive marketplace, including in 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 products are an attractive alternative to others 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 technologies;
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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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obtain and maintain sufficient pricing and royalties from partners on such Luminex products; and
|
•
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place and service sufficient quantities of our products, including the ability to provide the level of service required in the life science and clinical diagnostics market segments.
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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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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;
|
•
|
acquisitions and subsequent integration of these companies may disrupt our business and distract our management from other responsibilities; and
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•
|
the costs of unsuccessful acquisition efforts may adversely affect our financial performance.
|
•
|
disparate information technology, internal control, financial reporting and record-keeping systems;
|
•
|
differences in accounting policies, including those requiring judgment or complex estimation processes;
|
•
|
new partners or customers who may operate on terms and programs different than ours;
|
•
|
additional employees not familiar with our operations;
|
•
|
unanticipated additional transaction and integration-related costs;
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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;
|
•
|
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
|
•
|
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.
|
•
|
we do not control the timing or extent of product development, marketing or sale of our products by our strategic partners;
|
•
|
we do not control the incentives provided by our strategic partners and distributors to their sales personnel;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
certain strategic partners may fail to deliver products that satisfy market requirements, or such products may fail to perform properly;
|
•
|
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; and
|
•
|
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.
|
•
|
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;
|
•
|
natural disasters such as earthquakes, tsunamis and floods that impact our suppliers;
|
•
|
the potential obsolescence and/or inability of our suppliers to obtain required components;
|
•
|
the potential delays and expenses of seeking alternate sources of supply or manufacturing services;
|
•
|
the inability to qualify alternate sources without impacting performance claims of our products;
|
•
|
reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternate suppliers or assemblers; and
|
•
|
increases in prices of raw materials and key components.
|
•
|
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;
|
•
|
tariffs, customs and other barriers to importing/exporting materials and products in a cost effective and timely manner;
|
•
|
hyperinflation or economic or political instability in foreign countries;
|
•
|
imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
|
•
|
conducting business in places where business practices and customs are unfamiliar and unknown;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
the burden of complying with complex and changing foreign regulatory requirements;
|
•
|
difficulties in accounts receivable collections;
|
•
|
the imposition of restrictive trade policies, including export restrictions;
|
•
|
worldwide political conditions;
|
•
|
the imposition of inconsistent laws or regulations;
|
•
|
reduced protection of intellectual property rights and trade secrets in some foreign countries;
|
•
|
the imposition or increase of investment requirements and other restrictions by foreign governments;
|
•
|
the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute;
|
•
|
uncertainties relating to foreign laws, including labor laws, and legal proceedings;
|
•
|
the burden of complying with foreign and international laws and treaties;
|
•
|
significant currency fluctuations;
|
•
|
the burden of complying with and changes in international taxation policies;
|
•
|
having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act; and
|
•
|
having to comply with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and supply foreign affiliates, partners and customers.
|
•
|
actual or anticipated variations in quarterly operating results from historical results or estimates of results prepared by securities analysts;
|
•
|
developments in patents or other intellectual property rights and litigation;
|
•
|
new, or changes in, recommendations, guidelines or studies that could affect the use of our products;
|
•
|
announcements of technological innovations or new products or services by us or our competitors;
|
•
|
announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
developments in relationships with our partners, customers and suppliers;
|
•
|
additions or departures of key personnel;
|
•
|
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
|
•
|
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.
|
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
20.10
|
|
|
$
|
15.05
|
|
Second Quarter
|
|
$
|
18.69
|
|
|
$
|
15.47
|
|
Third Quarter
|
|
$
|
21.16
|
|
|
$
|
16.51
|
|
Fourth Quarter
|
|
$
|
22.85
|
|
|
$
|
16.16
|
|
|
|
|
|
|
||||
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
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
|
12/13
|
|
|
12/14
|
|
|
12/15
|
|
Luminex Corporation
|
100.00
|
|
|
116.14
|
|
|
91.90
|
|
|
106.13
|
|
|
102.63
|
|
|
117.01
|
|
NASDAQ Composite
|
100.00
|
|
|
100.53
|
|
|
116.92
|
|
|
166.19
|
|
|
188.78
|
|
|
199.95
|
|
NASDAQ Biotechnology
|
100.00
|
|
|
113.92
|
|
|
153.97
|
|
|
263.29
|
|
|
348.49
|
|
|
369.06
|
|
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
|
|||||
10/1/2015 - 10/31/2015
|
212
|
|
|
17.91
|
|
|
—
|
|
|
$
|
—
|
|
11/1/2015 - 11/30/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
12/1/2015 - 12/31/2015
|
154
|
|
|
21.58
|
|
|
—
|
|
|
$
|
—
|
|
Total Fourth Quarter
|
366
|
|
|
19.46
|
|
|
—
|
|
|
$
|
—
|
|
(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,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
237,708
|
|
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
202,582
|
|
|
$
|
184,339
|
|
Gross profit
|
168,707
|
|
|
159,852
|
|
|
143,626
|
|
|
142,574
|
|
|
125,490
|
|
|||||
Income from operations
|
37,357
|
|
|
28,137
|
|
|
4,767
|
|
|
22,716
|
|
|
23,843
|
|
|||||
Net income
|
$
|
36,861
|
|
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
$
|
12,407
|
|
|
$
|
14,474
|
|
Net income per common share, basic
|
$
|
0.88
|
|
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.35
|
|
Shares used in computing net income per common share (basic)
|
42,091
|
|
|
41,558
|
|
|
40,799
|
|
|
40,927
|
|
|
41,262
|
|
|||||
Net income per common share, diluted
|
$
|
0.86
|
|
|
$
|
0.93
|
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
Shares used in computing net income per common share (diluted)
|
42,637
|
|
|
42,156
|
|
|
41,986
|
|
|
41,884
|
|
|
42,537
|
|
|
At December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
128,546
|
|
|
$
|
91,694
|
|
|
$
|
67,924
|
|
|
$
|
42,789
|
|
|
$
|
58,282
|
|
Short-term investments
|
11,988
|
|
|
—
|
|
|
4,517
|
|
|
13,607
|
|
|
42,574
|
|
|||||
Long-term investments
|
7,459
|
|
|
15,975
|
|
|
—
|
|
|
3,000
|
|
|
6,151
|
|
|||||
Working capital
|
182,294
|
|
|
146,654
|
|
|
117,874
|
|
|
100,989
|
|
|
136,933
|
|
|||||
Total assets
|
402,556
|
|
|
357,526
|
|
|
306,046
|
|
|
297,175
|
|
|
282,647
|
|
|||||
Total long-term debt
|
—
|
|
|
—
|
|
|
463
|
|
|
1,702
|
|
|
2,573
|
|
|||||
Total stockholders' equity
|
368,536
|
|
|
319,994
|
|
|
269,620
|
|
|
259,667
|
|
|
250,855
|
|
•
|
placements made by partners who either:
|
•
|
license our xMAP technology and develop products that incorporate our xMAP technology into products that they then sell to end users, or
|
•
|
purchase our proprietary xMAP laboratory instrumentation and our proprietary xMAP microspheres and sell xMAP-based assay products and/or xMAP-based testing services, which run on the xMAP instrumentation, and pay a royalty to us; and
|
•
|
our direct sales force that focuses on the sale of molecular diagnostic assays that run on our xMAP and ARIES
®
based systems.
|
•
|
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, when 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 primarily from three sources: i) the sale of our branded 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, ii) real-time PCR and multiplexed PCR assays using our proprietary MultiCode technology, and iii) ARIES
®
cassettes designed to run a fully automated, sample to answer molecular assay on the ARIES
®
system.
|
•
|
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
$237.7 million
for
2015
, representing a
5%
increase over revenue for
2014
.
|
•
|
Assay revenue of
$101.2 million
, a
15%
increase over
2014
.
|
•
|
System shipments of
997
multiplexing analyzers, which included
396
MAGPIX systems, resulting in cumulative life-to-date multiplexing analyzer shipments of
12,684
, up
9%
from a year ago.
|
•
|
Royalty revenue reflecting over
$480 million
of royalty bearing end user sales on our technology for 2015, a
5%
increase in royalty revenue over 2014.
|
•
|
Cash and short- and long-term investments at year-end totaled approximately
$148 million
, an increase of approximately
$40 million
compared with year-end 2014.
|
•
|
Received FDA clearance for the ARIES
®
system, ARIES
®
HSV 1&2 Assay and NxTAG
®
Respiratory Pathogen Panel.
|
•
|
placements of our ARIES
®
system, the next generation sample to answer platform for our MultiCode-RTx technology, including in vitro diagnostic (IVD) assays;
|
•
|
development and commercialization of a pipeline of assays for the ARIES
®
system;
|
•
|
commercialization of 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,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
29
|
%
|
|
30
|
%
|
|
33
|
%
|
Gross profit
|
71
|
%
|
|
70
|
%
|
|
67
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development expense
|
18
|
%
|
|
19
|
%
|
|
21
|
%
|
Selling, general and administrative expense
|
36
|
%
|
|
36
|
%
|
|
41
|
%
|
Amortization of acquired intangible assets
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Restructuring
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Total operating expenses
|
55
|
%
|
|
58
|
%
|
|
65
|
%
|
Income from operations
|
16
|
%
|
|
12
|
%
|
|
2
|
%
|
Interest expense from long-term debt
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other income, net
|
—
|
%
|
|
—
|
%
|
|
3
|
%
|
Settlement of litigation
|
(2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Income taxes
|
2
|
%
|
|
5
|
%
|
|
(2
|
)%
|
Net income
|
16
|
%
|
|
17
|
%
|
|
3
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
237,708
|
|
|
$
|
226,983
|
|
|
$
|
10,725
|
|
|
5
|
%
|
Gross profit
|
$
|
168,707
|
|
|
$
|
159,852
|
|
|
$
|
8,855
|
|
|
6
|
%
|
Gross margin percentage
|
71
|
%
|
|
70
|
%
|
|
1
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
131,350
|
|
|
$
|
131,715
|
|
|
$
|
(365
|
)
|
|
—
|
%
|
Operating income
|
$
|
37,357
|
|
|
$
|
28,137
|
|
|
$
|
9,220
|
|
|
33
|
%
|
Net income
|
$
|
36,861
|
|
|
$
|
39,043
|
|
|
$
|
(2,182
|
)
|
|
(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
|
%
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
128,546
|
|
|
$
|
91,694
|
|
Short-term investments
|
11,988
|
|
|
—
|
|
||
Long-term investments
|
7,459
|
|
|
15,975
|
|
||
|
$
|
147,993
|
|
|
$
|
107,669
|
|
|
|
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
|
|
$
|
20,072
|
|
|
$
|
4,305
|
|
|
$
|
7,714
|
|
|
$
|
5,211
|
|
|
$
|
2,842
|
|
Non-cancellable purchase obligations
(1)
|
|
20,976
|
|
|
17,303
|
|
|
3,073
|
|
|
400
|
|
|
200
|
|
|||||
Capital lease obligations
|
|
687
|
|
|
229
|
|
|
393
|
|
|
65
|
|
|
—
|
|
|||||
Minimum royalty commitments
(2)
|
|
168
|
|
|
23
|
|
|
27
|
|
|
27
|
|
|
91
|
|
|||||
Insurance premiums
|
|
294
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
(3)
|
|
$
|
42,197
|
|
|
$
|
22,154
|
|
|
$
|
11,207
|
|
|
$
|
5,703
|
|
|
$
|
3,133
|
|
(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, 2015
, Luminex is unable to make reasonably reliable estimates of the timing of cash settlement with the respective taxing authority. Therefore,
$2.2 million
of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 12 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,
|
|||||||
|
2015
|
|
2014
|
|||||
ASSETS
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
128,546
|
|
|
$
|
91,694
|
|
|
Short-term investments
|
11,988
|
|
|
—
|
|
|||
Accounts receivable (net of allowance for doubtful accounts of $204 and $4,357 at December 31, 2015 and 2014, respectively)
|
28,853
|
|
|
28,272
|
|
|||
Inventories, net
|
31,252
|
|
|
36,616
|
|
|||
Deferred income taxes
|
—
|
|
|
12,203
|
|
|||
Prepaids and other
|
8,887
|
|
|
8,235
|
|
|||
Total current assets
|
209,526
|
|
|
177,020
|
|
|||
Property and equipment, net
|
47,796
|
|
|
39,945
|
|
|||
Intangible assets, net
|
52,482
|
|
|
56,382
|
|
|||
Deferred income taxes
|
31,821
|
|
|
15,400
|
|
|||
Long-term investments
|
7,459
|
|
|
15,975
|
|
|||
Goodwill
|
49,619
|
|
|
49,619
|
|
|||
Other
|
3,853
|
|
|
3,185
|
|
|||
Total assets
|
$
|
402,556
|
|
|
$
|
357,526
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable
|
$
|
7,868
|
|
|
$
|
11,841
|
|
|
Accrued liabilities
|
15,152
|
|
|
14,118
|
|
|||
Deferred revenue
|
4,212
|
|
|
4,407
|
|
|||
Total current liabilities
|
27,232
|
|
|
30,366
|
|
|||
Deferred revenue
|
2,064
|
|
|
2,297
|
|
|||
Other
|
4,724
|
|
|
4,869
|
|
|||
Total liabilities
|
34,020
|
|
|
37,532
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
|||
Common stock, $.001 par value, 200,000,000 shares authorized; issued and outstanding: 42,314,581 shares at December 31, 2015; 41,805,962 shares at December 31, 2014
|
42
|
|
|
42
|
|
|||
Preferred stock, $.001 par value, 5,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
321,657
|
|
|
309,424
|
|
|||
Accumulated other comprehensive loss
|
(1,296
|
)
|
|
(744
|
)
|
|||
Retained earnings
|
48,133
|
|
|
11,272
|
|
|||
Total stockholders' equity
|
368,536
|
|
|
319,994
|
|
|||
Total liabilities and stockholders' equity
|
$
|
402,556
|
|
|
$
|
357,526
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except per share data) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Revenue
|
$
|
237,708
|
|
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
Cost of revenue
|
69,001
|
|
|
67,131
|
|
|
69,797
|
|
||||
Gross profit
|
168,707
|
|
|
159,852
|
|
|
143,626
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
42,690
|
|
|
43,135
|
|
|
45,041
|
|
||||
Selling, general and administrative
|
84,760
|
|
|
82,785
|
|
|
87,301
|
|
||||
Amortization of acquired intangible assets
|
3,900
|
|
|
3,913
|
|
|
4,099
|
|
||||
Restructuring costs
|
—
|
|
|
1,882
|
|
|
2,418
|
|
||||
Total operating expenses
|
131,350
|
|
|
131,715
|
|
|
138,859
|
|
||||
Income from operations
|
37,357
|
|
|
28,137
|
|
|
4,767
|
|
||||
Interest expense on long-term debt
|
—
|
|
|
(6
|
)
|
|
(76
|
)
|
||||
Other income (expense), net
|
987
|
|
|
(46
|
)
|
|
6,733
|
|
||||
Settlement of litigation, net
|
(5,300
|
)
|
|
—
|
|
|
—
|
|
||||
Income before income taxes
|
33,044
|
|
|
28,085
|
|
|
11,424
|
|
||||
Income tax benefit (expense)
|
3,817
|
|
|
10,958
|
|
|
(4,328
|
)
|
||||
Net income
|
$
|
36,861
|
|
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
Other comprehensive loss:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(531
|
)
|
|
(1,146
|
)
|
|
(681
|
)
|
||||
Unrealized losses on available-for-sale securities, net of tax
|
(21
|
)
|
|
(17
|
)
|
|
(1
|
)
|
||||
Other comprehensive loss
|
(552
|
)
|
|
(1,163
|
)
|
|
(682
|
)
|
||||
Comprehensive income
|
$
|
36,309
|
|
|
$
|
37,880
|
|
|
$
|
6,414
|
|
|
Net income per share, basic
|
$
|
0.88
|
|
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
Shares used in computing net income per share, basic
|
42,091
|
|
|
41,558
|
|
|
40,799
|
|
||||
Net income per share, diluted
|
$
|
0.86
|
|
|
$
|
0.93
|
|
|
$
|
0.17
|
|
|
Shares used in computing net income per share, diluted
|
42,637
|
|
|
42,156
|
|
|
41,986
|
|
LUMINEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) |
||||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|||||||
Net income
|
$
|
36,861
|
|
|
$
|
39,043
|
|
|
$
|
7,096
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
13,744
|
|
|
14,205
|
|
|
15,922
|
|
||||
Stock-based compensation
|
10,855
|
|
|
9,548
|
|
|
9,221
|
|
||||
Deferred income tax (benefit) expense
|
(5,624
|
)
|
|
(8,549
|
)
|
|
551
|
|
||||
Excess income tax benefit from employee stock-based awards
|
(10
|
)
|
|
(287
|
)
|
|
(2,569
|
)
|
||||
Loss (gain) on sale of assets
|
385
|
|
|
181
|
|
|
(5,173
|
)
|
||||
Non-cash restructuring charges
|
—
|
|
|
2,836
|
|
|
4,137
|
|
||||
Other
|
(252
|
)
|
|
(347
|
)
|
|
(1,209
|
)
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
(594
|
)
|
|
1,964
|
|
|
2,346
|
|
||||
Inventories, net
|
5,476
|
|
|
(7,046
|
)
|
|
(3,005
|
)
|
||||
Other assets
|
(968
|
)
|
|
(2,888
|
)
|
|
(1,470
|
)
|
||||
Accounts payable
|
(3,943
|
)
|
|
841
|
|
|
962
|
|
||||
Accrued liabilities
|
276
|
|
|
564
|
|
|
(324
|
)
|
||||
Deferred revenue
|
(427
|
)
|
|
(814
|
)
|
|
417
|
|
||||
Net cash provided by operating activities
|
55,779
|
|
|
49,251
|
|
|
26,902
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of available-for-sale securities
|
(7,488
|
)
|
|
(18,999
|
)
|
|
(10,005
|
)
|
||||
Sales and maturities of available-for-sale securities
|
4,000
|
|
|
7,509
|
|
|
22,128
|
|
||||
Purchases of property and equipment
|
(18,706
|
)
|
|
(17,078
|
)
|
|
(18,088
|
)
|
||||
Proceeds from sale of assets and investments
|
893
|
|
|
98
|
|
|
9,598
|
|
||||
Acquired technology rights
|
(852
|
)
|
|
(64
|
)
|
|
(930
|
)
|
||||
Net cash (used in) provided by investing activities
|
(22,153
|
)
|
|
(28,534
|
)
|
|
2,703
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Payments on debt
|
—
|
|
|
(1,621
|
)
|
|
(1,105
|
)
|
||||
Proceeds from employee stock plans and issuance of common stock
|
3,118
|
|
|
4,746
|
|
|
8,677
|
|
||||
Payments for stock repurchases
|
—
|
|
|
—
|
|
|
(14,556
|
)
|
||||
Excess income tax benefit from employee stock-based awards
|
10
|
|
|
287
|
|
|
2,569
|
|
||||
Net cash provided by (used in) financing activities
|
3,128
|
|
|
3,412
|
|
|
(4,415
|
)
|
||||
Effect of foreign currency exchange rate on cash
|
98
|
|
|
(359
|
)
|
|
(55
|
)
|
||||
Change in cash and cash equivalents
|
36,852
|
|
|
23,770
|
|
|
25,135
|
|
||||
Cash and cash equivalents, beginning of year
|
91,694
|
|
|
67,924
|
|
|
42,789
|
|
||||
Cash and cash equivalents, end of year
|
$
|
128,546
|
|
|
$
|
91,694
|
|
|
$
|
67,924
|
|
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)
|
|
(Accumulated Deficit) Retained Earnings
|
|
Total Stockholders' Equity
|
||||||||||||
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
|
|
|
Exercise of stock options
|
128,751
|
|
|
—
|
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
||||||
Issuances of restricted stock, net of shares withheld for taxes
|
300,733
|
|
|
—
|
|
|
(1,604
|
)
|
|
—
|
|
|
—
|
|
|
(1,604
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
10,827
|
|
|
—
|
|
|
—
|
|
|
10,827
|
|
||||||
Issuance of common shares under ESPP
|
79,135
|
|
|
—
|
|
|
1,122
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,861
|
|
|
36,861
|
|
||||||
Tax benefits associated with options
|
—
|
|
|
—
|
|
|
10
|
|
|
(16
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(531
|
)
|
|
—
|
|
|
(531
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Balance at December 31, 2015
|
42,314,581
|
|
|
$
|
42
|
|
|
$
|
321,657
|
|
|
$
|
(1,296
|
)
|
|
$
|
48,133
|
|
|
$
|
368,536
|
|
•
|
placements made by partners who either:
|
•
|
license our xMAP technology and develop products that incorporate our xMAP technology into products that they then sell to end users, or
|
•
|
purchase our proprietary xMAP laboratory instrumentation and our proprietary xMAP microspheres and sell xMAP-based assay products and/or xMAP-based testing services, which run on the xMAP instrumentation, and pay a royalty to us; and
|
•
|
our direct sales force that focuses on the sale of molecular diagnostic assays that run on our xMAP and ARIES
®
systems.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the period for taxes
|
$
|
578
|
|
|
$
|
1,193
|
|
|
$
|
1,284
|
|
Cash paid during the period for interest and penalties
|
96
|
|
|
157
|
|
|
124
|
|
2013 Restructuring Plan
|
|
Year Ended December 31, 2014
|
||
|
|
|
||
Non-cash impairment charges:
|
|
|
||
Inventory
|
|
$
|
1,183
|
|
Property and equipment
|
|
494
|
|
|
Goodwill
|
|
1,159
|
|
|
Employee separation costs
|
|
154
|
|
|
Facility exit costs
|
|
69
|
|
|
Other
|
|
41
|
|
|
Total charges
|
|
$
|
3,100
|
|
Recorded to cost of revenue
|
|
1,218
|
|
|
Recorded to restructuring costs
|
|
$
|
1,882
|
|
|
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income (Loss)
|
|
Losses in Accumulated Other Comprehensive Income (Loss)
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144
|
|
Government sponsored debt securities
|
10,000
|
|
|
—
|
|
|
(10
|
)
|
|
9,990
|
|
||||
Non-government sponsored debt securities
|
2,001
|
|
|
—
|
|
|
(3
|
)
|
|
1,998
|
|
||||
Total current securities
|
12,145
|
|
|
—
|
|
|
(13
|
)
|
|
12,132
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government sponsored debt securities
|
1,998
|
|
|
—
|
|
|
(6
|
)
|
|
1,992
|
|
||||
Non-government sponsored debt securities
|
5,491
|
|
|
—
|
|
|
(24
|
)
|
|
5,467
|
|
||||
Total noncurrent securities
|
7,489
|
|
|
—
|
|
|
(30
|
)
|
|
7,459
|
|
||||
Total available-for-sale securities
|
$
|
19,634
|
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
|
$
|
19,591
|
|
|
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
|
|
|
Estimated Fair Value
|
||
Due in one year or less
|
$
|
11,988
|
|
Due after one year through two years
|
7,459
|
|
|
|
$
|
19,447
|
|
|
2015
|
|
2014
|
||||
Accounts receivable
|
$
|
29,057
|
|
|
$
|
32,629
|
|
Less: Allowance for doubtful accounts
|
(204
|
)
|
|
(4,357
|
)
|
||
|
$
|
28,853
|
|
|
$
|
28,272
|
|
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
|
|
Increases charged to costs and expenses
|
456
|
|
|
Write-offs of uncollectible accounts
|
(4,609
|
)
|
|
Balance at December 31, 2015
|
$
|
204
|
|
|
2015
|
|
2014
|
||||
Parts and supplies
|
$
|
15,296
|
|
|
$
|
19,354
|
|
Work-in-progress
|
8,797
|
|
|
8,687
|
|
||
Finished goods
|
7,159
|
|
|
8,575
|
|
||
|
$
|
31,252
|
|
|
$
|
36,616
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144
|
|
Government sponsored debt securities
|
—
|
|
|
11,988
|
|
|
—
|
|
|
11,988
|
|
||||
Non-government sponsored debt securities
|
—
|
|
|
7,459
|
|
|
—
|
|
|
7,459
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
2015
|
|
2014
|
||||
Laboratory equipment
|
$
|
41,795
|
|
|
$
|
33,137
|
|
Leasehold improvements
|
28,651
|
|
|
26,119
|
|
||
Computer equipment
|
5,274
|
|
|
7,659
|
|
||
Purchased software
|
20,782
|
|
|
20,440
|
|
||
Furniture and fixtures
|
5,020
|
|
|
4,754
|
|
||
Assets on loan/rental
|
8,596
|
|
|
5,229
|
|
||
Capital lease equipment
|
1,321
|
|
|
1,321
|
|
||
|
111,439
|
|
|
98,659
|
|
||
Less: Accumulated depreciation
|
(63,643
|
)
|
|
(58,714
|
)
|
||
|
$
|
47,796
|
|
|
$
|
39,945
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
49,619
|
|
|
$
|
50,738
|
|
Allocation in disposal of Brisbane, Australia business (See Note 2)
|
—
|
|
|
(1,159
|
)
|
||
Foreign currency translation adjustments
|
—
|
|
|
40
|
|
||
Balance at end of year
|
$
|
49,619
|
|
|
$
|
49,619
|
|
|
|
|
|
|
Definite-lived
|
|
Indefinite-lived
|
|
|
||||||||||||||
|
Technology, trade secrets and know-how
|
|
Customer lists and contracts
|
|
Other identifiable intangible assets
|
|
IP R&D
|
|
Total
|
||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2014
|
$
|
29,704
|
|
|
$
|
7,958
|
|
|
$
|
1,890
|
|
|
$
|
40,100
|
|
|
$
|
79,652
|
|
Completion of IP R&D projects
|
40,100
|
|
|
—
|
|
|
—
|
|
|
(40,100
|
)
|
|
—
|
|
|||||
Removal of fully amortized assets
|
(702
|
)
|
|
(161
|
)
|
|
(238
|
)
|
|
—
|
|
|
(1,101
|
)
|
|||||
Balance at December 31, 2015
|
69,102
|
|
|
7,797
|
|
|
1,652
|
|
|
—
|
|
|
78,551
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2014
|
(19,325
|
)
|
|
(3,085
|
)
|
|
(860
|
)
|
|
—
|
|
|
(23,270
|
)
|
|||||
Amortization expense
|
(3,023
|
)
|
|
(743
|
)
|
|
(134
|
)
|
|
—
|
|
|
(3,900
|
)
|
|||||
Removal of fully amortized assets
|
702
|
|
|
161
|
|
|
238
|
|
|
—
|
|
|
1,101
|
|
|||||
Accumulated amortization balance at December 31, 2015
|
(21,646
|
)
|
|
(3,667
|
)
|
|
(756
|
)
|
|
—
|
|
|
(26,069
|
)
|
|||||
Net balance at December 31, 2015
|
$
|
47,456
|
|
|
$
|
4,130
|
|
|
$
|
896
|
|
|
$
|
—
|
|
|
$
|
52,482
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
11
|
|
|
|
|
|
|
|
2016
|
$
|
7,110
|
|
2017
|
6,154
|
|
|
2018
|
5,964
|
|
|
2019
|
5,964
|
|
|
2020
|
5,964
|
|
|
Thereafter
|
21,326
|
|
|
|
$
|
52,482
|
|
|
Foreign Currency Items
|
|
Available for Sale Investments
|
|
Accumulated Other Comprehensive Income Items
|
||||||
Balance at December 31, 2014
|
$
|
(727
|
)
|
|
$
|
(17
|
)
|
|
$
|
(744
|
)
|
Other comprehensive loss before reclassifications
|
(531
|
)
|
|
(21
|
)
|
|
(552
|
)
|
|||
Net current-period other comprehensive loss
|
(531
|
)
|
|
(21
|
)
|
|
(552
|
)
|
|||
Balance at December 31, 2015
|
$
|
(1,258
|
)
|
|
$
|
(38
|
)
|
|
$
|
(1,296
|
)
|
|
Twelve Months Ended December 31, 2015
|
||||||||||
|
Before Tax
|
|
Tax Benefit
|
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
(531
|
)
|
|
$
|
—
|
|
|
$
|
(531
|
)
|
Unrealized losses on available-for-sale investments
|
(16
|
)
|
|
(5
|
)
|
|
(21
|
)
|
|||
Other comprehensive loss
|
$
|
(547
|
)
|
|
$
|
(5
|
)
|
|
$
|
(552
|
)
|
|
2015
|
|
2014
|
||||
Purchased technology rights (net of accumulated amortization of $3,826 and $3,392 in 2015 and 2014, respectively)
|
$
|
1,922
|
|
|
$
|
1,543
|
|
Cost-method investments
|
1,000
|
|
|
1,000
|
|
||
Other
|
931
|
|
|
642
|
|
||
|
$
|
3,853
|
|
|
$
|
3,185
|
|
|
2015
|
|
2014
|
||||
Compensation and employee benefits
|
$
|
10,946
|
|
|
$
|
9,960
|
|
Income and other taxes
|
1,261
|
|
|
870
|
|
||
Warranty costs
|
553
|
|
|
488
|
|
||
Other
|
2,392
|
|
|
2,800
|
|
||
|
$
|
15,152
|
|
|
$
|
14,118
|
|
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
|
|
|
Warranty expenses
|
(859
|
)
|
|
Accrual for warranty costs
|
924
|
|
|
Accrued warranty costs at December 31, 2015
|
$
|
553
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
7,472
|
|
|
$
|
12,762
|
|
|
$
|
20,301
|
|
Foreign
|
25,572
|
|
|
15,323
|
|
|
(8,877
|
)
|
|||
Total
|
$
|
33,044
|
|
|
$
|
28,085
|
|
|
$
|
11,424
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
490
|
|
|
$
|
2,191
|
|
|
$
|
4,024
|
|
Foreign
|
174
|
|
|
(1,833
|
)
|
|
406
|
|
|||
State
|
58
|
|
|
305
|
|
|
720
|
|
|||
Total current
|
$
|
722
|
|
|
$
|
663
|
|
|
$
|
5,150
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(13
|
)
|
|
(2,471
|
)
|
|
(381
|
)
|
|||
Foreign
|
(4,422
|
)
|
|
(10,329
|
)
|
|
(1
|
)
|
|||
State
|
(104
|
)
|
|
1,179
|
|
|
(440
|
)
|
|||
Total deferred
|
(4,539
|
)
|
|
(11,621
|
)
|
|
(822
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
(3,817
|
)
|
|
$
|
(10,958
|
)
|
|
$
|
4,328
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
(0.2
|
)%
|
|
4.9
|
%
|
|
0.3
|
%
|
Permanent items
|
0.6
|
%
|
|
(1.9
|
)%
|
|
(4.6
|
)%
|
Effect of foreign operations
|
(8.0
|
)%
|
|
(3.0
|
)%
|
|
3.1
|
%
|
Research and incentive tax credit generated
|
(3.0
|
)%
|
|
(9.5
|
)%
|
|
(43.0
|
)%
|
Valuation allowance
|
(32.1
|
)%
|
|
(39.5
|
)%
|
|
42.6
|
%
|
Income tax reserves
|
(0.5
|
)%
|
|
(0.4
|
)%
|
|
4.9
|
%
|
Deferred charge
|
0.0
|
%
|
|
(9.1
|
)%
|
|
0.0
|
%
|
Worthless stock deduction
|
0.0
|
%
|
|
(6.2
|
)%
|
|
0.0
|
%
|
Nontaxable cancellation of debt
|
(3.5
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Stock compensation deferred
|
0.0
|
%
|
|
(10.7
|
)%
|
|
0.0
|
%
|
Other
|
0.1
|
%
|
|
1.4
|
%
|
|
(0.4
|
)%
|
|
(11.6
|
)%
|
|
(39.0
|
)%
|
|
37.9
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and other
|
$
|
5,705
|
|
|
$
|
12,220
|
|
Net operating loss and credit carryforwards
|
50,628
|
|
|
47,598
|
|
||
Deferred revenue
|
2,400
|
|
|
2,541
|
|
||
Depreciation and amortization
|
5,843
|
|
|
8,099
|
|
||
Stock compensation and other
|
6,591
|
|
|
5,231
|
|
||
Gross deferred tax assets
|
71,167
|
|
|
75,689
|
|
||
Valuation allowance
|
(14,867
|
)
|
|
(25,012
|
)
|
||
Total deferred tax assets
|
$
|
56,300
|
|
|
$
|
50,677
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Accrued liabilities and other
|
$
|
(1,313
|
)
|
|
$
|
(1,000
|
)
|
Depreciation and amortization
|
(22,239
|
)
|
|
(21,097
|
)
|
||
Stock compensation
|
—
|
|
|
(50
|
)
|
||
Acquired intangibles
|
(927
|
)
|
|
(927
|
)
|
||
Total deferred tax liabilities
|
(24,479
|
)
|
|
(23,074
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
31,821
|
|
|
$
|
27,603
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
2,318
|
|
|
$
|
2,333
|
|
Additions based on tax positions related to the current year
|
168
|
|
|
156
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
58
|
|
||
Reductions for tax positions of prior years
|
(9
|
)
|
|
(131
|
)
|
||
Lapse of statute of limitations
|
(293
|
)
|
|
(98
|
)
|
||
Balance at end of year
|
$
|
2,184
|
|
|
$
|
2,318
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
36,861
|
|
|
$
|
39,043
|
|
|
$
|
7,096
|
|
Denominator:
|
|
|
|
|
|
|
|
||||
Denominator for basic net income per share - weighted average common stock outstanding
|
42,091
|
|
|
41,558
|
|
|
40,799
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Stock options and awards
|
546
|
|
|
598
|
|
|
1,187
|
|
|||
Denominator for diluted net income per share - weighted average shares outstanding - diluted
|
42,637
|
|
|
42,156
|
|
|
41,986
|
|
|||
Basic net income per share
|
$
|
0.88
|
|
|
$
|
0.94
|
|
|
$
|
0.17
|
|
Diluted net income per share
|
$
|
0.86
|
|
|
$
|
0.93
|
|
|
$
|
0.17
|
|
•
|
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
. No shares were earned for this goal under the 2012 LTIP.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Risk-free rate of return
|
1.6
|
%
|
|
1.8
|
%
|
|
1.2
|
%
|
|||
Expected life of a 10 year contractual term option
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
|||
Expected life of a 7 year contractual term option
|
4.87 years
|
|
|
—
|
|
|
—
|
|
|||
Weighted average fair value at grant date
|
$
|
6.73
|
|
|
$
|
10.75
|
|
|
$
|
8.79
|
|
Stock Options
|
Shares
(in thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
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
|
|
|
|
|
|
|
|
Granted
|
1,023
|
|
|
15.98
|
|
|
|
|
|
|||
Exercised
|
(129
|
)
|
|
14.59
|
|
|
|
|
|
|
||
Cancelled or expired
|
(27
|
)
|
|
16.67
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
1,692
|
|
|
$
|
17.47
|
|
|
5.58
|
|
$
|
6,775
|
|
Vested at December 31, 2015 and expected to vest
|
1,622
|
|
|
$
|
17.50
|
|
|
5.56
|
|
$
|
6,449
|
|
Exercisable at December 31, 2015
|
464
|
|
|
$
|
19.27
|
|
|
3.99
|
|
$
|
1,129
|
|
Restricted Stock Awards
|
Shares
(in thousands)
|
|
Weighted Average Grant Price
|
|||
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
|
|
Granted
|
276
|
|
|
15.95
|
|
|
Vested
|
(349
|
)
|
|
19.30
|
|
|
Cancelled or expired
|
(190
|
)
|
|
19.19
|
|
|
Non-vested at December 31, 2015
|
836
|
|
|
$
|
18.66
|
|
Restricted Stock Units
|
Shares
(in thousands)
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||
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
|
|
|
|
|
|
||
Granted
|
122
|
|
|
|
|
|
||
Vested
|
(54
|
)
|
|
|
|
|
||
Cancelled or expired
|
(224
|
)
|
|
|
|
|
||
Non-vested at December 31, 2015
|
501
|
|
|
1.19
|
|
$
|
10,720
|
|
Vested at December 31, 2015 and expected to vest
|
484
|
|
|
1.17
|
|
$
|
4,246
|
|
Exercisable at December 31, 2015
|
285
|
|
|
0.00
|
|
$
|
6,098
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenue
|
$
|
975
|
|
|
$
|
981
|
|
|
$
|
856
|
|
Research and development
|
2,422
|
|
|
2,573
|
|
|
2,553
|
|
|||
Selling, general and administrative
|
7,458
|
|
|
5,994
|
|
|
5,812
|
|
|||
Stock-based compensation costs reflected in net income
|
$
|
10,855
|
|
|
$
|
9,548
|
|
|
$
|
9,221
|
|
|
2015
|
|
Assumptions:
|
|
|
Risk-free interest rates
|
0.07% to 0.08%
|
|
Expected life
|
0.4 to 0.5 years
|
|
Expected volatility
|
0.47
|
|
Dividend yield
|
—
|
%
|
|
Options Outstanding
|
|
Shares Available for Future Issuance
|
|
Total Shares Reserved
|
|||
Equity Incentive Plan
|
2,200,803
|
|
|
5,044,851
|
|
|
7,245,654
|
|
ESPP
|
—
|
|
|
239,464
|
|
|
239,464
|
|
|
2,200,803
|
|
|
5,284,315
|
|
|
7,485,118
|
|
2016
|
$
|
3,837
|
|
2017
|
3,632
|
|
|
2018
|
3,524
|
|
|
2019
|
3,411
|
|
|
2020
|
1,727
|
|
|
Thereafter
|
2,842
|
|
|
Total
|
$
|
18,973
|
|
|
Sales to Customers
|
|
Property and Equipment, net
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Domestic
|
$
|
200,427
|
|
|
$
|
187,945
|
|
|
$
|
178,276
|
|
|
$
|
43,910
|
|
|
$
|
36,826
|
|
|
$
|
30,847
|
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe
|
17,034
|
|
|
17,819
|
|
|
16,690
|
|
|
1,358
|
|
|
1,093
|
|
|
1,013
|
|
||||||
Asia
|
12,794
|
|
|
14,863
|
|
|
12,287
|
|
|
429
|
|
|
261
|
|
|
234
|
|
||||||
Canada
|
3,239
|
|
|
3,664
|
|
|
3,025
|
|
|
2,085
|
|
|
1,746
|
|
|
640
|
|
||||||
Other
|
4,214
|
|
|
2,692
|
|
|
3,145
|
|
|
14
|
|
|
19
|
|
|
59
|
|
||||||
|
$
|
237,708
|
|
|
$
|
226,983
|
|
|
$
|
213,423
|
|
|
$
|
47,796
|
|
|
$
|
39,945
|
|
|
$
|
32,793
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
2015 |
|
June 30,
2015 |
|
September 30,
2015 |
|
December 31,
2015 |
||||||||
Revenue
|
$
|
57,741
|
|
|
$
|
58,917
|
|
|
$
|
60,601
|
|
|
$
|
60,449
|
|
Gross profit
|
40,219
|
|
|
43,270
|
|
|
41,812
|
|
|
43,406
|
|
||||
Income from operations
|
9,693
|
|
|
9,959
|
|
|
9,706
|
|
|
7,999
|
|
||||
Net income
(1)
|
7,453
|
|
|
2,629
|
|
|
6,402
|
|
|
20,377
|
|
||||
Basic income per common share
|
0.18
|
|
|
0.06
|
|
|
0.15
|
|
|
0.48
|
|
||||
Diluted income per common share
|
0.18
|
|
|
0.06
|
|
|
0.15
|
|
|
0.47
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
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
(2)
|
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
|
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
|
|
Weighted-Average Exercise Price of Outstanding Options
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
|
||||
|
(A)
|
|
(B)
|
|
(C)
|
||||
Equity compensation plans approved by security holders
|
2,200,803
|
|
|
$
|
13.46
|
|
|
5,284,315
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
2,200,803
|
|
|
|
|
|
5,284,315
|
|
(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 (File No. 000-30109), 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 March 11, 2015).
|
|
|
|
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 (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, 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 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).
|
|
|
|
10.10#
|
|
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).
|
|
|
|
10.11#
|
|
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).
|
|
|
|
10.12#
|
|
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).
|
|
|
|
10.13#
|
|
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).
|
|
|
|
10.14#
|
|
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).
|
|
|
|
10.15#
|
|
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).
|
|
|
|
10.16#
|
|
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).
|
|
|
|
10.17#
|
|
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).
|
|
|
|
10.18#
|
|
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).
|
|
|
|
10.19#
|
|
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).
|
|
|
|
10.20#
|
|
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).
|
|
|
|
10.21#
|
|
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).
|
|
|
|
10.22#
|
|
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).
|
|
|
|
10.23#
|
|
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).
|
|
|
|
10.24#
|
|
First Amendment to Employment Agreement, effective as of March 30, 2006, by and between Luminex Corporation and Russell W. Bradley (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, 2014).
|
|
|
|
10.25#
|
|
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).
|
|
|
|
10.26#
|
|
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).
|
|
|
|
10.27#
|
|
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).
|
|
|
|
10.28#
|
|
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).
|
|
|
|
10.29#
|
|
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).
|
|
|
|
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, 2015, 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, 2016
|
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, 2016
|
Harriss T. Currie
|
|
|
|
|
|
|
|
/s/ Robert J. Cresci
|
|
Director
|
February 25, 2016
|
Robert J. Cresci
|
|
|
|
|
|
|
|
/s/ Thomas W. Erickson
|
|
Director
|
February 25, 2016
|
Thomas W. Erickson
|
|
|
|
|
|
|
|
/s/ Fred C. Goad, Jr.
|
|
Director
|
February 25, 2016
|
Fred C. Goad, Jr.
|
|
|
|
|
|
|
|
/s/ Jay B. Johnston
|
|
Director
|
February 25, 2016
|
Jay B. Johnston
|
|
|
|
|
|
|
|
/s/ Jim D. Kever
|
|
Director
|
February 25, 2016
|
Jim D. Kever
|
|
|
|
|
|
|
|
/s/ G. Walter Loewenbaum II
|
|
Chairman of the Board of Directors,
|
February 25, 2016
|
G. Walter Loewenbaum II
|
|
Director
|
|
|
|
|
|
/s/ Kevin M. McNamara
|
|
Director
|
February 25, 2016
|
Kevin M. McNamara
|
|
|
|
|
|
|
|
/s/ Edward A. Ogunro
|
|
Director
|
February 25, 2016
|
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 (File No. 000-30109), 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 March 11, 2015).
|
|
|
|
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).
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10.5
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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).
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10.6
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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).
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10.7
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Lease Agreement between PS Business Parks, L.P., as Landlord, and Luminex Corporation, as Tenant, dated September 30, 2014 (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, 2014).
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10.8#
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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).
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10.9#
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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).
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10.10#
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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).
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10.11#
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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).
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10.12#
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|
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).
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10.13#
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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).
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10.14#
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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).
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10.15#
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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).
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EXHIBIT
NUMBER |
|
DESCRIPTION OF DOCUMENT
|
10.16#
|
|
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).
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10.17#
|
|
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).
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10.18#
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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).
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10.19#
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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).
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10.20#
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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).
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10.21#
|
|
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).
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10.22#
|
|
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).
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10.23#
|
|
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).
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10.24#
|
|
First Amendment to Employment Agreement, effective as of March 30, 2006, by and between Luminex Corporation and Russell W. Bradley (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, 2014).
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10.25#
|
|
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).
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10.26#
|
|
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).
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10.27#
|
|
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).
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10.28#
|
|
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).
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10.29#
|
|
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).
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10.30#
|
|
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 (File No. 000-30109) for the fiscal year ended December 31, 2012).
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10.31#
|
|
Luminex Corporation 2013 Long Term Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 25, 2013).
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10.32#
|
|
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 (File No. 000-30109), filed March 25, 2013).
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10.33#
|
|
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 (File No. 000-30109), filed October 20, 2014).
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10.34#
|
|
Employment Agreement, dated August 14, 2012, by and between Luminex Corporation and Nancy M. Fairchild (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, 2014).
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|
EXHIBIT
NUMBER |
|
DESCRIPTION OF DOCUMENT
|
10.35#
|
|
Second Amendment to Employment Agreement, effective as of February 6, 2014, by and between Luminex Corporation and Nancy M. Fairchild (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, 2014).
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10.36#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Nancy M. Fairchild (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, 2014).
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10.37#
|
|
Third Amendment to Employment Agreement, effective as of January 1, 2015, by and between Luminex Corporation and Russell W. Bradley (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, 2014).
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10.38#
|
|
Omnibus Amendment to the Luminex Corporation Restricted Share Unit Award Agreements (2012 and 2013 LTIPs) (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, 2014).
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10.39#
|
|
First Amendment to the Luminex Corporation Second 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 on March 11, 2015).
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|
10.40#
|
|
Form of Non-Qualified Stock Option Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive 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 March 31, 2015).
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10.41#
|
|
Form of Stock Appreciation Rights Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive 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 March 31, 2015).
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10.42#
|
|
Luminex Corporation Third Amended and Restated 2006 Equity Incentive Plan (Previously filed as Annex A to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 14, 2015).
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10.43#
|
|
Form of Restricted Share Award Agreement for Directors for the Luminex Corporation Third Amended and Restated 2006 Equity Incentive 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 June 30, 2015).
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10.44#
|
|
Form of Restricted Share Unit Agreement for Directors for the Luminex Corporation Third Amended and Restated 2006 Equity Incentive 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 June 30, 2015).
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10.45#
|
|
Employment Agreement, dated March 4, 2015, by and between Luminex Corporation and Richard Rew.
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|
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21.1
|
|
Subsidiaries of the Company.
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23.1
|
|
Consent of Independent Registered Public Accounting Firm.
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|
24.1
|
|
Power of Attorney (incorporated in the signature page of this report).
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|
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.
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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.
|
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|
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.
|
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|
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.
|
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|
101
|
|
The following materials from Luminex Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, 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.
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*
|
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.
|
If to Luminex:
|
Luminex Corporation
|
If to Executive:
|
Richard Rew
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By:
|
/s/ Nachum Shamir
|
|
|
Nachum Shamir
|
|
|
President and Chief Executive Officer
|
|
By:
|
/s/ Harriss T. Currie
|
|
|
Harriss T. Currie
|
|
|
Chief Financial Officer, Senior Vice President of Finance
|