þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2016.
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.
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DELAWARE
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74-2747608
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
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78727
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
o
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Page
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Exhibit 10.1
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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Amortized Cost
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Gains in Accumulated Other Comprehensive Income
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Losses in Accumulated Other Comprehensive Income
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Estimated Fair Value
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||||||||
Current:
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||||||||
Cash equivalents
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$
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163
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$
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—
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$
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—
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$
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163
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Government sponsored debt securities
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11,998
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2
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—
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12,000
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||||
Non-government sponsored debt securities
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2,001
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2
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—
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2,003
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||||
Total current securities
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14,162
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4
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—
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14,166
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Noncurrent:
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||||
Government sponsored debt securities
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—
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—
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—
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—
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||||
Non-government sponsored debt securities
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5,492
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4
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—
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5,496
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||||
Total noncurrent securities
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5,492
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4
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—
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5,496
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||||
Total available-for-sale securities
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$
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19,654
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$
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8
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$
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—
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$
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19,662
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Amortized Cost
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Gains in Accumulated Other Comprehensive Income
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Losses in Accumulated Other Comprehensive Income
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Estimated Fair Value
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||||||||
Current:
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||||||||
Cash equivalents
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$
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144
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$
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—
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$
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—
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$
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144
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Government sponsored debt securities
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10,000
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—
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(10
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)
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9,990
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Non-government sponsored debt securities
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2,001
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—
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(3
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)
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1,998
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||||
Total current securities
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12,145
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—
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(13
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)
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12,132
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Noncurrent:
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Government sponsored debt securities
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1,998
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—
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(6
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)
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1,992
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||||
Non-government sponsored debt securities
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5,491
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—
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(24
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)
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5,467
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Total noncurrent securities
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7,489
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—
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(30
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)
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7,459
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Total available-for-sale securities
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$
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19,634
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$
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—
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$
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(43
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)
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$
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19,591
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Estimated Fair Value
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||||||
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March 31, 2016
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December 31, 2015
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||||
Due in one year or less
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$
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14,003
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$
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11,988
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Due after one year through two years
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5,496
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7,459
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$
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19,499
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$
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19,447
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March 31, 2016
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December 31, 2015
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||||
Parts and supplies
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$
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17,078
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$
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15,296
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Work-in-progress
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6,288
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8,797
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Finished goods
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7,824
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7,159
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$
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31,190
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$
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31,252
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Level 1 –
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Quoted prices in active markets for identical assets or liabilities.
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Level 2 –
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Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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Level 3 –
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Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Fair Value Measurements as of March 31, 2016 Using
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||||||||||||||
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Level 1
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Level 2
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Level 3
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Total
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||||||||
Assets:
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Money Market funds
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$
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163
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$
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—
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$
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—
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$
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163
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Government sponsored debt securities
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—
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12,000
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—
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12,000
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||||
Non-government sponsored debt securities
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—
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7,499
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—
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7,499
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Fair Value Measurements as of December 31, 2015 Using
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||||||||||||||
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Level 1
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Level 2
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Level 3
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Total
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||||||||
Assets:
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||||||||
Money Market funds
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$
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144
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$
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—
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$
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—
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$
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144
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Government sponsored debt securities
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—
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11,988
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—
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$
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11,988
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Non-government sponsored debt securities
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—
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7,459
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—
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$
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7,459
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March 31, 2016
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December 31, 2015
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||||
Balance at beginning of year
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$
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49,619
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$
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49,619
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Foreign currency translation adjustments
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—
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—
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Balance at end of period
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$
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49,619
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$
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49,619
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Finite-lived
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Indefinite-lived
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||||||||||||||
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Technology, trade secrets and know-how
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Customer lists and contracts
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Other identifiable intangible assets
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IP R&D
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Total
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||||||||||
2015
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||||||||||
Balance as of December 31, 2014
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$
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29,704
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$
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7,958
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$
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1,890
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$
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40,100
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$
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79,652
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Completion of IP R&D project
|
40,100
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—
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—
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(40,100
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)
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—
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|||||
Removal of fully amortized assets
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(702
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)
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(161
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)
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(238
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)
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—
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(1,101
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)
|
|||||
Balance as of December 31, 2015
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69,102
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7,797
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|
|
1,652
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—
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78,551
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|||||
Less: accumulated amortization:
|
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|
|
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|
|
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|
|||||
Accumulated amortization balance as of December 31, 2014
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(19,325
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)
|
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(3,085
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)
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(860
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)
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—
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(23,270
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)
|
|||||
Amortization expense
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(3,023
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)
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(743
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)
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(134
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)
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—
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(3,900
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)
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|||||
Removal of fully amortized assets
|
702
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161
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238
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—
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1,101
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|||||
Accumulated amortization balance as of December 31, 2015
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(21,646
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)
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(3,667
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)
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(756
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)
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—
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(26,069
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)
|
|||||
Net balance as of December 31, 2015
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$
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47,456
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|
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$
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4,130
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$
|
896
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|
|
$
|
—
|
|
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$
|
52,482
|
|
Weighted average life (in years)
|
10
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|
|
11
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|
|
11
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|
|
|
|
|
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|
|||||
|
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|
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|
||||||||||
2016
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Balance as of December 31, 2015
|
$
|
69,102
|
|
|
$
|
7,797
|
|
|
$
|
1,652
|
|
|
$
|
—
|
|
|
$
|
78,551
|
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of March 31, 2016
|
69,102
|
|
|
7,797
|
|
|
1,652
|
|
|
—
|
|
|
78,551
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance as of December 31, 2015
|
(21,646
|
)
|
|
(3,667
|
)
|
|
(756
|
)
|
|
—
|
|
|
(26,069
|
)
|
|||||
Amortization expense
|
(1,408
|
)
|
|
(186
|
)
|
|
(33
|
)
|
|
—
|
|
|
(1,627
|
)
|
|||||
Accumulated amortization balance as of March 31, 2016
|
(23,054
|
)
|
|
(3,853
|
)
|
|
(789
|
)
|
|
—
|
|
|
(27,696
|
)
|
|||||
Net balance as of March 31, 2016
|
$
|
46,048
|
|
|
$
|
3,944
|
|
|
$
|
863
|
|
|
$
|
—
|
|
|
$
|
50,855
|
|
Weighted average life (in years)
|
11
|
|
|
11
|
|
|
11
|
|
|
|
|
|
|
|
2016 (nine months)
|
$
|
5,058
|
|
2017
|
5,789
|
|
|
2018
|
5,599
|
|
|
2019
|
5,599
|
|
|
2020
|
5,599
|
|
|
Thereafter
|
23,211
|
|
|
|
$
|
50,855
|
|
|
Foreign Currency Items
|
|
Available-for-Sale Investments
|
|
Accumulated Other Comprehensive Income (Loss) Items
|
||||||
Balance as of December 31, 2015
|
$
|
(1,258
|
)
|
|
$
|
(38
|
)
|
|
$
|
(1,296
|
)
|
Other comprehensive income before reclassifications
|
210
|
|
|
45
|
|
|
255
|
|
|||
Net current-period other comprehensive income
|
210
|
|
|
45
|
|
|
255
|
|
|||
Balance as of March 31, 2016
|
$
|
(1,048
|
)
|
|
$
|
7
|
|
|
$
|
(1,041
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Before Tax
|
|
Tax Benefit
|
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
210
|
|
Unrealized gains on available-for-sale investments
|
51
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|
|
(6
|
)
|
|
45
|
|
|||
Other comprehensive income (loss)
|
$
|
261
|
|
|
$
|
(6
|
)
|
|
$
|
255
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
8,770
|
|
|
$
|
7,453
|
|
Denominator:
|
|
|
|
|
|
||
Denominator for basic net income per share - weighted average common stock outstanding
|
42,346
|
|
|
41,873
|
|
||
Effect of dilutive securities: stock options and awards
|
97
|
|
|
321
|
|
||
Denominator for diluted net income per share - weighted average shares outstanding - diluted
|
42,443
|
|
|
42,194
|
|
||
Basic net income per share
|
$
|
0.21
|
|
|
$
|
0.18
|
|
Diluted net income per share
|
$
|
0.21
|
|
|
$
|
0.18
|
|
Stock Options (shares in thousands)
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding as of December 31, 2015
|
1,692
|
|
|
$
|
17.47
|
|
Granted
|
886
|
|
|
19.21
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Cancelled or expired
|
(64
|
)
|
|
17.44
|
|
|
Outstanding as of March 31, 2016
|
2,514
|
|
|
$
|
18.09
|
|
Restricted Stock Awards (shares in thousands)
|
Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested as of December 31, 2015
|
836
|
|
|
$
|
18.66
|
|
Granted
|
261
|
|
|
19.49
|
|
|
Vested
|
(190
|
)
|
|
19.68
|
|
|
Cancelled or expired
|
(18
|
)
|
|
17.63
|
|
|
Non-vested as of March 31, 2016
|
889
|
|
|
$
|
18.70
|
|
|
|
|
|
|||
Restricted Stock Units (in thousands)
|
Shares
|
|
|
|
||
Non-vested as of December 31, 2015
|
501
|
|
|
|
|
|
Granted
|
45
|
|
|
|
|
|
Vested
|
(36
|
)
|
|
|
|
|
Cancelled or expired
|
(35
|
)
|
|
|
|
|
Non-vested as of March 31, 2016
|
475
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cost of revenue
|
$
|
249
|
|
|
$
|
234
|
|
Research and development
|
390
|
|
|
247
|
|
||
Selling, general and administrative
|
541
|
|
|
1,098
|
|
||
Stock-based compensation costs reflected in net income
|
$
|
1,180
|
|
|
$
|
1,579
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Compensation and employee benefits
|
$
|
5,336
|
|
|
$
|
10,946
|
|
Income and other taxes
|
522
|
|
|
1,261
|
|
||
Warranty costs
|
590
|
|
|
553
|
|
||
Other
|
1,913
|
|
|
2,392
|
|
||
|
$
|
8,361
|
|
|
$
|
15,152
|
|
Accrued warranty costs as of December 31, 2015
|
$
|
553
|
|
Warranty adjustments/settlements
|
(151
|
)
|
|
Accrual for warranty costs
|
188
|
|
|
Accrued warranty costs as of March 31, 2016
|
$
|
590
|
|
•
|
risks and uncertainties relating to market demand and acceptance of our products and technology, including ARIES
®
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 experience 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;
|
•
|
competition and competitive technologies utilized by our competitors;
|
•
|
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 realize the benefits of our acquisitions;
|
•
|
our ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels;
|
•
|
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;
|
•
|
potential shortages, or increases in costs, of components or other disruptions to our manufacturing operations;
|
•
|
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.
|
•
|
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 systems.
|
•
|
Consolidated revenue was
$63.0 million
for the quarter ended
March 31, 2016
, representing a
9%
increase over revenue for the
first
quarter of
2015
.
|
•
|
System revenue was
$8.3 million
for the quarter ended
March 31, 2016
, representing a
39%
increase over system revenue for the
first
quarter of
2015
.
|
•
|
Consumable revenue was
$11.9 million
for the quarter ended
March 31, 2016
, representing a
20%
increase over consumable revenue for the
first
quarter of
2015
.
|
•
|
Assay revenue was
$27.0 million
for the quarter ended
March 31, 2016
, representing a
6%
increase over assay revenue for the
first
quarter of
2015
. Infectious disease sales comprised approximately
72%
of total assay sales, with genetic testing sales representing
28%
of total assay sales for the quarter ended
March 31, 2016
.
|
•
|
Royalty revenue was
$11.5 million
for the quarter ended
March 31, 2016
, representing a
7%
increase over royalty revenue for the
first
quarter of
2015
.
|
•
|
80%
of consolidated revenue was attributable to our recurring revenue streams (consumable sales, royalty revenue and assay sales) for the quarter ended
March 31, 2016
, consistent with the
first
quarter of
2015
.
|
•
|
Received CE-IVD Mark in Europe and medical device licenses in Canada for the Company's ARIES
®
system and ARIES
®
HSV 1&2 Assay, which were cleared by the FDA on October 5, 2015.
|
•
|
Shipments of
255
multiplexing analyzers, which include Luminex
®
100/200
TM
systems, MAGPIX
®
systems and FLEXMAP 3D
®
systems.
|
•
|
Announced a joint collaboration with the University of Sao Paolo to validate the Zika Virus Detection Panel developed by Luminex's partner GenArraytion, Inc.
|
•
|
placement of our ARIES
®
system, our recently launched sample to answer platform for our MultiCode
®
-RTx technology, including IVD assays;
|
•
|
development and commercialization of a pipeline of assays for the ARIES
®
system;
|
•
|
market acceptance of our recently launched 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
®
assays 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 their testing services;
|
•
|
expansion and enhancement of our installed base of systems 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.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Variance
|
|
Variance (%)
|
|||||||
Revenue
|
$
|
62,981
|
|
|
$
|
57,741
|
|
|
$
|
5,240
|
|
|
9
|
%
|
Gross profit
|
$
|
44,806
|
|
|
$
|
40,219
|
|
|
4,587
|
|
|
11
|
%
|
|
Gross margin percentage
|
71
|
%
|
|
70
|
%
|
|
1
|
%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
33,005
|
|
|
$
|
30,526
|
|
|
2,479
|
|
|
8
|
%
|
|
Income from operations
|
$
|
11,801
|
|
|
$
|
9,693
|
|
|
2,108
|
|
|
22
|
%
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
134,302
|
|
|
$
|
128,546
|
|
Short-term investments
|
14,003
|
|
|
11,988
|
|
||
Long-term investments
|
5,496
|
|
|
7,459
|
|
||
|
$
|
153,801
|
|
|
$
|
147,993
|
|
Exhibit
Number
|
|
Description of Documents
|
10.1#
|
|
Amended and Restated Management Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 28, 2016).
|
|
|
|
10.2#
|
|
Form of Performance-Based Non-Qualified Stock Option Agreement for the Luminex Corporation Third Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
31.1
|
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Luminex Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
#
|
|
Management contract or compensatory plan or arrangement.
|
Exhibit
Number
|
|
Description of Documents
|
10.1#
|
|
Amended and Restated Management Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 28, 2016).
|
|
|
|
10.2#
|
|
Form of Performance-Based Non-Qualified Stock Option Agreement for the Luminex Corporation Third Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
31.1
|
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Luminex Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
#
|
|
Management contract or compensatory plan or arrangement.
|
To the Company:
|
Luminex Corporation
|