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Share Name | Share Symbol | Market | Type |
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Luminex Corporation | NASDAQ:LMNX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 36.99 | 36.94 | 36.98 | 0 | 01:00:00 |
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
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December 31, 2019
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or
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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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000-30109
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74-2747608
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12212 Technology Blvd.,
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Austin,
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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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(512)
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219-8020
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Registrant’s Telephone Number, Including Area Code
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, $0.001 par value
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LMNX
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The Nasdaq Global Select Market
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Yes
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No
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
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PAGE
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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, periodic variability in their purchasing patterns or practices as a result of internal resource planning challenges, or budget or finance constraints in the current economic environment;
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risks and uncertainties relating to market demand and acceptance of our products and technologies, including ARIES®, MultiCode®, NxTAG®, xMAP®, VERIGENE®, Muse®, Guava®, and Amnis® products;
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our ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels;
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our ability to obtain and enforce intellectual property protections on our products and technologies;
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the impact on our growth and future results of operations with respect to the loss of the LabCorp women’s health business;
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our ability to successfully launch new products in a timely manner;
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dependence on strategic partners for development, commercialization and distribution of products;
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risks and uncertainties associated with implementing our acquisition strategy;
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our challenge to identify acquisition targets including our ability to obtain financing on acceptable terms;
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our ability to integrate acquired companies or selected assets, including the flow cytometry assets recently acquired from EMD Millipore, into our consolidated business operations, and the ability to fully realize the benefits of our acquisitions;
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timing of and process for regulatory approvals;
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competition and competitive technologies utilized by our competitors;
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fluctuations in quarterly results due to a lengthy and unpredictable sales cycle, fluctuations in bulk purchases of consumables, fluctuations in product mix and the seasonal nature of some of our assays;
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our ability to comply with applicable laws, regulations, policies and procedures;
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the impact of the ongoing uncertainty in global finance markets and changes in government and government agency funding, including its effects on the capital spending policies of our partners and end users and their ability to finance purchases of our products;
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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;
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our increasing dependency on information technology to enable us to improve the effectiveness of our operations and to monitor financial accuracy and efficiency;
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implementation, including any modification, of our strategic operating plans;
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uncertainty regarding the outcome or expense of any litigation brought against or initiated by us;
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risks relating to our foreign operations, including fluctuations in exchange rates, tariffs, customs and other barriers to importing/exporting materials and products in a cost-effective and timely manner; difficulties in accounts receivable collections; our ability to monitor and comply with foreign and international laws and treaties; and our ability to comply with changes in international taxation policies;
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budget or finance constraints in the current economic environment, or periodic variability in customer purchasing patterns or practices as a result of material resource planning challenges; and
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reliance on third party distributors for distribution of specific Luminex-developed and manufactured assay products.
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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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FDA
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CE-IVD MARK
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Clearance
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Commercial Launch
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Declaration
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Commercial Launch
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ARIES® HSV 1&2 Assay
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þ
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2015 - Q4
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þ
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2016 - Q1
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ARIES® Flu A/B & RSV Assay
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þ
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2016 - Q2
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2016 - Q2
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ARIES® Group B Streptococcus (GBS) Assay
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þ
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2017 - Q1
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2016 - Q4
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ARIES® Bordetella Assay
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2017 - Q2
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2017 - Q3
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ARIES® Norovirus Assay
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2017 - Q2
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ARIES® C. Difficile Assay
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2017 - Q3
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2017 - Q3
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ARIES® Group A Strep Assay
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2017 - Q4
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2017 - Q4
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ARIES® MRSA Assay
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2019 - Q3
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NxTAG® Respiratory Pathogen Panel (RPP)
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2016 - Q1
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2015 - Q4
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VERIGENE® Clostridium Difficile Test (CDF)
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2012 - Q4
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2013 - Q2
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VERIGENE® Enteric Pathogens Test (EP)
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2014 - Q4
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2015 - Q4
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VERIGENE® Respiratory Pathogens Flex Test (RP Flex)
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2015 - Q4
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2015 - Q2
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VERIGENE® Gram-Negative Blood Culture Test (BC-GN)
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2014 - Q2
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2013 - Q1
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VERIGENE® Gram-Positive Blood Culture Test (BC-GP)
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2012 - Q4
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2012 - Q1
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xTAG® CYP2C19 Kit v3
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2013 - Q4
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2013 - Q4
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xTAG® CYP2D6 Kit v3
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2011 - Q2
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2013 - Q2
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xTAG® Cystic Fibrosis (CFTR) 39 Kit v2
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2009 - Q4
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2012 - Q1
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xTAG® Cystic Fibrosis (CFTR) 60 Kit v2
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2010 - Q1
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xTAG® Cystic Fibrosis (CFTR) 71 Kit v2
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2009 - Q3
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xTAG® Gastrointestinal Pathogen Panel (GPP)
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2013 - Q1
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2011 - Q2
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xTAG® Respiratory Viral Panel (RVP)
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2008 - Q1
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2007 - Q4
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xTAG® Respiratory Viral Panel (RVP) FAST v2
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2011 - Q4
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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 to assist in drug discovery and development; and
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assist physicians in prescribing or dosing the appropriate drug therapy based on the patient’s genetic makeup, a field known as pharmacogenetics.
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KEY TECHNOLOGIES
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DESCRIPTION
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MARKETS SERVED
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Sequencing
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Instruments which “read” the nucleotide sequence of DNA or ribonucleic acid (RNA) by a variety of methods including Next Generation Sequencing methods
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Biomedical research and clinical diagnostics
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BioChips/Microarrays
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High-density arrays of DNA fragments or proteins attached to a flat glass or silicon surface
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Biomedical research and clinical diagnostics
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Automated Immunoassays
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Automated test tube-based instruments used for detecting antibodies, proteins and other analytes
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Clinical diagnostics
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Gels and blots
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Physical separation of molecules or analytes for visualization
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Biomedical research and clinical diagnostics
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PCR methods
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Tests which use PCR technology to test DNA and RNA
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Nucleic acid testing in clinical diagnostics and biomedical research
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Microfluidics chips
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Miniaturized liquid handling system on chips
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Biomedical research and clinical diagnostics
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Microtiter-plate based assays
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Plastic trays with discrete wells in which different types of assays are performed, usually ELISA tests
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Drug discovery, clinical diagnostics and biomedical research
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Genotyping technologies
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DNA primers or probes designed to identify small differences between DNA targets
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Drug discovery, clinical diagnostics and biomedical research
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Gene expression technologies
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DNA primers or probes designed to measure the degree of transcriptional activity of a specific gene, indicating how active the cells are in making the protein encoded by that gene
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Drug discovery, clinical diagnostics and biomedical research
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Mass Spectrometry
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Analytical technique and type of instrument used to identify the mass of ionized molecules or molecular fragments
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Blood culture identification, pathogen fingerprinting
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SYSTEMS
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TECHNOLOGIES
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Luminex® 100/200™
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xMAP Technology
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FLEXMAP® 3D
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xMAP Technology
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MAGPIX®
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xMAP Technology
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ARIES® and ARIES® M1
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xTAG® and MultiCode Technologies
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VERIGENE®
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NanoGrid Technology
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Amnis® FlowSight®
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Amnis CCD-TDI Technology
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Amnis® ImageStream®
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Amnis CCD-TDI Technology
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Amnis® CellStream®
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Amnis CCD-TDI Technology
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Guava easyCyte™
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Guava Microcapillary Technology
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Muse® Cell Analyzer
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Guava Microcapillary Technology
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Focus on key markets
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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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Actively pursue 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 and technology development
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New sample to answer menu development
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xMAP® INTELLIFLEX system
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Guava Next Gen
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establishment registration and device listing;
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the QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;
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labeling regulations and the FDA prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses and other requirements related to promotional activities;
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medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or if their device malfunctioned and the device or a similar device marketed by the manufacturer would be likely to cause or contribute to a death or serious injury if the malfunction were to recur;
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corrections and removal reporting regulations, which require that manufacturers report to the FDA field corrections or removals if undertaken to reduce a risk to health posed by a device or to remedy a violation of the Federal Food, Drug and Cosmetic Act (FDC Act) that may present a risk to health; and
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post market surveillance regulations, which apply to certain Class II or III devices when necessary to protect the public health or to provide additional safety and effectiveness data for the device.
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the federal Anti-Kickback Statute and state anti-kickback prohibitions;
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the federal physician self-referral prohibition, commonly known as the Stark Law, and state equivalents;
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the federal Health Insurance Portability and Accountability Act of 1996, as amended, and implementing privacy, security and breach notification regulations, and similar state laws;
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the Civil Monetary Penalties Law and related exclusion provisions;
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the federal False Claims Act and state equivalents;
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the U.K. Bribery Act of 2010;
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the Foreign Corrupt Practices Act, which applies to our international activities; and
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the Physician Payment Sunshine Act.
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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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66
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President and Chief Executive Officer
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Harriss T. Currie
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58
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Chief Financial Officer, Senior Vice President, Finance and Treasurer
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Todd C. Bennett
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50
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Senior Vice President, Global Sales and Customer Operations
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Chuck Collins
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43
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Senior Vice President, Research and Development
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Nancy M. Fairchild
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66
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Senior Vice President, Human Resources
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Randall J. Myers
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58
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Senior Vice President, Global Manufacturing and Quality
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Richard W. Rew II
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52
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Senior Vice President, General Counsel and Corporate Secretary
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Eric S. Shapiro
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56
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Senior Vice President, Global Marketing
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accurately anticipate customer needs;
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innovate and develop new technologies and applications;
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obtain required regulatory clearances;
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successfully commercialize new technologies in a timely manner;
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price our products competitively, and manufacture and deliver our products in sufficient volumes and on time; and
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differentiate our offerings from our competitors’ offerings.
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we may not be able to accurately estimate the financial effect of acquisitions on our business;
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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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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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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, such as our flow cytometry acquisition, 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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we may fail to successfully obtain appropriate regulatory approval or clearance for products under development of our acquired businesses;
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we may be assuming liability for unresolved regulatory risks of our acquired businesses;
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we may fail to effectively enhance acquired technologies and products to develop new products relating to the acquired businesses;
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our customers may not accept products of our acquired businesses;
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we may fail to effectively coordinate sales and marketing efforts of our acquired businesses;
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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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we may fail to successfully manage relationships with customers, distributors and suppliers of our acquired businesses;
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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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an acquisition may involve significant contingent payments that may adversely affect our future liquidity or capital resources;
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acquisitions and subsequent integration of these companies may disrupt our business and distract our management from other responsibilities; and
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the costs of unsuccessful acquisition efforts may adversely affect our financial performance.
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disparate information technology, internal control, financial reporting and record-keeping systems;
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differences in accounting policies, including those requiring judgment or complex estimation processes;
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new partners or customers who may operate on terms and programs different than ours;
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additional employees not familiar with our operations;
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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;
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facilities or operations of acquired businesses in remote locations or potentially foreign jurisdictions and the inherent risks of operating in unfamiliar legal and regulatory environments; and
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new products, including the risk that any underlying intellectual property associated with such products, may not have been adequately protected or that such products may infringe on the proprietary rights of others.
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the possibility that one or more of our suppliers or our assemblers that do not have supply agreements with us could terminate their services at any time without penalty;
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natural disasters such as earthquakes, tsunamis and floods that impact our suppliers;
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the potential obsolescence and/or inability of our suppliers to obtain required components;
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the potential delays and expenses of seeking alternate sources of supply or manufacturing services;
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the inability to qualify alternate sources without impacting performance claims of our products;
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reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternate suppliers or assemblers; and
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increases in prices of raw materials and key components.
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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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convince prospective strategic partners and customers that our products are an attractive alternative to others for research, clinical, biomedical and genetic testing and analysis;
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encourage these partners to develop and market products using our technologies;
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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 at the level of service required in the life science and clinical diagnostics market segments.
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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unanticipated expenditures to address or defend such actions;
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customer notifications or repair, replacement, refunds, recall, detention or seizure of our products;
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operating restrictions, partial suspension or total shutdown of production;
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refusing or delaying our requests for regulatory approvals or clearances of new products or modified products;
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refusal to grant export approval for our products; or
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criminal prosecution.
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strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
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establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market;
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improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;
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set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU; and
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strengthen rules for the assessment of certain high-risk devices which may have to undergo an additional check by experts before they are placed on the market.
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changes in or interpretations of foreign law that may adversely affect our ability to sell our products, perform services or repatriate profits to the United States;
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tariffs, customs and other barriers to importing/exporting materials and products in a cost-effective and timely manner;
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hyperinflation or economic or political instability in foreign countries;
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imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
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conducting business in places where business practices and customs are unfamiliar and unknown;
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difficulties in staffing and managing international operations;
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the burden of complying with complex and changing foreign regulatory requirements;
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difficulties in accounts receivable collections;
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the imposition of restrictive trade policies, including export restrictions;
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worldwide political conditions;
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the imposition of inconsistent laws or regulations;
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reduced protection of intellectual property rights and trade secrets in some foreign countries;
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the imposition or increase of investment requirements and other restrictions by foreign governments;
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the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute;
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uncertainties relating to foreign laws, including labor laws, and legal proceedings;
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the burden of complying with foreign and international laws and treaties;
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significant currency fluctuations;
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the burden of complying with and changes in international taxation policies;
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the burden of complying with a variety of U.S. laws, including the Foreign Corrupt Practices Act;
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the burden of complying with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and to supply foreign affiliates, partners and customers; and
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the burden of complying with applicable international laws governing privacy and data security, such as the European Union General Data Protection Regulation.
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we do not control the timing or extent of product development, marketing or sale of our products by our strategic partners;
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we do not control the incentives provided by our strategic partners and distributors to their sales personnel;
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we utilize a limited number of geographically focused distributors for a portion of our sales, including sales of several of our key assays, and the loss of or nonperformance by these distributors could harm our revenues in the territories serviced by these distributors;
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a significant number of our strategic partners intend to produce clinical diagnostic applications that may need to be approved by the FDA or other regulatory bodies in jurisdictions outside of the United States;
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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 unable to timely assist our strategic partners, the commercialization of their products will likely be delayed;
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certain strategic partners may fail to deliver products that satisfy market requirements, or such products may fail to perform properly;
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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
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•
|
partners tend to order in bulk prior to the production of new lots of their products and prior to major product development initiatives. The frequency of these bulk purchases is difficult to predict and may cause large fluctuations in microsphere sales quarter to quarter.
|
•
|
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, including, but not limited to, effects resulting from the 2020 elections in the United States, and the ongoing and possible escalation of unrest internationally, 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, without our permission, which exchanges are subject to less regulatory oversight than the Nasdaq Global Select Market, 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.
|
2019
|
|
Dividend per share
|
|
Payment Date
|
First Quarter
|
|
$0.06
|
|
April 11, 2019
|
Second Quarter
|
|
$0.06
|
|
July 11, 2019
|
Third Quarter
|
|
$0.09
|
|
October 17, 2019
|
Fourth Quarter
|
|
$0.09
|
|
January 15, 2020
|
|
|
12/14
|
|
|
12/15
|
|
|
12/16
|
|
|
12/17
|
|
|
12/18
|
|
|
12/19
|
|
Luminex Corporation
|
|
100.00
|
|
|
114.02
|
|
|
107.84
|
|
|
106.30
|
|
|
125.87
|
|
|
127.85
|
|
Nasdaq Composite
|
|
100.00
|
|
|
106.96
|
|
|
116.45
|
|
|
150.96
|
|
|
146.67
|
|
|
200.49
|
|
Nasdaq Biotechnology
|
|
100.00
|
|
|
111.77
|
|
|
87.91
|
|
|
106.92
|
|
|
97.45
|
|
|
121.92
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
|||||||||||||
Period
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid per Share ($)
|
|
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
|
||||||
10/1/2019 - 10/31/2019
|
366
|
|
|
$
|
20.95
|
|
|
—
|
|
|
$
|
—
|
|
11/1/2019 - 11/30/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
12/1/2019 - 12/31/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total Fourth Quarter
|
366
|
|
|
$
|
20.95
|
|
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Results of Operations Data:
|
(in thousands, except per share data)
|
||||||||||||||||||
Total revenue
|
$
|
334,638
|
|
|
$
|
315,818
|
|
|
$
|
306,571
|
|
|
$
|
270,639
|
|
|
$
|
237,708
|
|
Gross profit
|
182,739
|
|
|
195,491
|
|
|
199,046
|
|
|
179,655
|
|
|
168,707
|
|
|||||
(Loss) income from operations
|
(12,079
|
)
|
|
27,846
|
|
|
37,153
|
|
|
20,986
|
|
|
37,357
|
|
|||||
Net (loss) income
|
$
|
(3,838
|
)
|
|
$
|
18,508
|
|
|
$
|
29,423
|
|
|
$
|
13,814
|
|
|
$
|
36,861
|
|
Net (loss) income per common share, basic
|
$
|
(0.09
|
)
|
|
$
|
0.42
|
|
|
$
|
0.67
|
|
|
$
|
0.32
|
|
|
$
|
0.88
|
|
Shares used in computing net (loss) income per common share (basic)
|
44,148
|
|
|
43,727
|
|
|
43,173
|
|
|
42,584
|
|
|
42,091
|
|
|||||
Net (loss) income per common share, diluted
|
$
|
(0.09
|
)
|
|
$
|
0.41
|
|
|
$
|
0.67
|
|
|
$
|
0.32
|
|
|
$
|
0.86
|
|
Shares used in computing net (loss) income per common share (diluted)
|
44,148
|
|
|
44,291
|
|
|
43,300
|
|
|
43,013
|
|
|
42,637
|
|
|
At December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Balance Sheet Data:
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
59,173
|
|
|
$
|
76,441
|
|
|
$
|
127,112
|
|
|
$
|
93,452
|
|
|
$
|
128,546
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,988
|
|
|||||
Long-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,459
|
|
|||||
Working capital
|
144,401
|
|
|
151,369
|
|
|
179,393
|
|
|
133,537
|
|
|
182,294
|
|
|||||
Total assets
|
543,729
|
|
|
525,175
|
|
|
490,516
|
|
|
450,716
|
|
|
402,556
|
|
|||||
Total long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
464,860
|
|
|
467,656
|
|
|
437,907
|
|
|
403,679
|
|
|
368,536
|
|
|||||
Dividends declared per share
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
placements made by customers within our LTG, which customers 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 instruments and our proprietary xMAP microspheres and sell xMAP-based assays and/or xMAP-based testing services, which run on the xMAP instruments, and pay a royalty to us; and
|
•
|
in addition, we utilize a direct sales force that focuses on the sale of molecular diagnostic assays that run on our systems.
|
•
|
System revenue is generated from the sale of our xMAP multiplexing analyzers and peripherals, our VERIGENE readers and processors and our flow cytometers and cellular analysis instruments.
|
•
|
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 an end 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 four sources: (i) 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 Polymerase Chain Reaction (PCR) and multiplexed PCR assays using our proprietary MultiCode technology, (iii) ARIES® cassettes designed to run a fully automated, sample to answer molecular assay on the ARIES® System, and (iv) VERIGENE test cartridges, a sample to answer molecular assay designed to target infections in the bloodstream, respiratory tract, and gastrointestinal tract on the VERIGENE 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, amounts paid to global purchasing organizations (which are accounted for as a reduction in revenue) and other items that individually amounted to less than 1.5% of total revenue in 2019.
|
•
|
Consolidated revenue was $334.6 million for 2019, representing a 6% increase over revenue for 2018.
|
•
|
Assay revenue of $132.0 million for 2019, representing a decline of 16% over 2018. Excluding sales to LabCorp (see “Material Customer Activity” below), assay revenue increased 6% from 2018.
|
•
|
Sample to answer assay revenue increased for 2019 by $11.3 million, or 20%, from 2018.
|
•
|
Royalty revenue reflecting over $595.7 million of base royalty-bearing end user sales on our technology for 2019, an increase of over 10% from 2018.
|
•
|
Cumulative life-to-date multiplexing analyzer shipments of approximately 17,000 (some of which may be retired or otherwise not in use).
|
•
|
Integration of the acquisition of EMD Millipore Corporation’s flow cytometry business has been successfully completed.
|
•
|
Submitted VERIGENE® II Gastrointestinal Flex Assay to the FDA in the fourth quarter of 2019.
|
•
|
delivering on our revenue growth goals;
|
•
|
accelerating development and commercialization of the assays on our VERIGENE II sample to answer diagnostic system;
|
•
|
increasing the growth of our LTG revenue through enrichment of our existing partner relationships and the addition of new partners;
|
•
|
completing development and commercialization of the next generation sample to answer system, VERIGENE II, our next generation xMAP System, xMAP INTELLIFLEX, and our next generation Guava instrument, Guava Next Gen;
|
•
|
improvement of ARIES® and VERIGENE gross margins;
|
•
|
placements of our VERIGENE and ARIES® Systems, our sample to answer platforms and assays;
|
•
|
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; and
|
•
|
monitoring and mitigating the effect of the ongoing uncertainty in global finance markets and changes in government funding on planned purchases by end users.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
334,638
|
|
|
$
|
315,818
|
|
|
$
|
18,820
|
|
|
6
|
%
|
Gross profit
|
$
|
182,739
|
|
|
$
|
195,491
|
|
|
$
|
(12,752
|
)
|
|
(7
|
)%
|
Gross margin percentage
|
55
|
%
|
|
62
|
%
|
|
(7
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
194,818
|
|
|
$
|
167,645
|
|
|
$
|
27,173
|
|
|
16
|
%
|
Income from operations
|
$
|
(12,079
|
)
|
|
$
|
27,846
|
|
|
$
|
(39,925
|
)
|
|
(143
|
)%
|
Net income
|
$
|
(3,838
|
)
|
|
$
|
18,508
|
|
|
$
|
(22,346
|
)
|
|
(121
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Variance
|
|
Variance (%)
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
315,818
|
|
|
$
|
306,571
|
|
|
$
|
9,247
|
|
|
3
|
%
|
Gross profit
|
$
|
195,491
|
|
|
$
|
199,046
|
|
|
$
|
(3,555
|
)
|
|
(2
|
)%
|
Gross margin percentage
|
62
|
%
|
|
65
|
%
|
|
(3
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
167,645
|
|
|
$
|
161,893
|
|
|
$
|
5,752
|
|
|
4
|
%
|
Income from operations
|
$
|
27,846
|
|
|
$
|
37,153
|
|
|
$
|
(9,307
|
)
|
|
(25
|
)%
|
Net income
|
$
|
18,508
|
|
|
$
|
29,423
|
|
|
$
|
(10,915
|
)
|
|
(37
|
)%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
59,173
|
|
|
$
|
76,441
|
|
|
|
Payment Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Non-cancellable rental obligations
|
|
$
|
25,232
|
|
|
$
|
6,429
|
|
|
$
|
10,897
|
|
|
$
|
6,974
|
|
|
$
|
932
|
|
Non-cancellable purchase obligations (1)
|
|
36,678
|
|
|
34,819
|
|
|
1,705
|
|
|
94
|
|
|
60
|
|
|||||
Minimum royalty commitments (2)
|
|
136
|
|
|
24
|
|
|
47
|
|
|
65
|
|
|
—
|
|
|||||
Insurance premiums
|
|
1,002
|
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total (3)
|
|
$
|
63,048
|
|
|
$
|
42,274
|
|
|
$
|
12,649
|
|
|
$
|
7,133
|
|
|
$
|
992
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues with variable considerations
|
Description of the matter
|
As described in Note 1 to the consolidated financial statements, revenues from product sales typically include variable consideration based on volume of sales during a designated time period. Revenue from customers is recorded based on a transaction price which includes estimates of variable consideration based on multiple data points including customer contractual tiered pricing, specific known market events and trends as well as historical and forecasted customer buying patterns which must be evaluated and updated as pricing terms and industry conditions change. For the year ended December 31, 2019, the Company recorded $334.6 million of product revenues which included such variable consideration.
|
|
Auditing the Company’s recognition of revenue related to variable consideration was complex due to the volume of transactions and incremental procedures performed to test the accuracy of the variable prices charged to customers and recorded as revenue. Each customer contract contains unique terms which must be evaluated to ensure the appropriate price is applied based on actual cumulative volume sales or forecasted sales levels to ensure the amount to be recognized in any given period is accurate.
|
|
|
How we addressed the matter in our audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to approve, review and execute pricing changes within the accounting system. For example, we tested controls over management’s monitoring and evaluation of the accuracy of pricing changes, including the appropriateness of the individuals authorizing and making the changes to pricing. We also tested the operating effectiveness of controls over the Company’s process to approve customer pricing and to ensure that the correct customer pricing based on contractual terms is utilized by the Company in determining variable consideration, including controls over management’s forecasting of sales volumes.
|
|
Our audit procedures over the Company’s estimates of variable consideration included, among others, reviewing contracts which included tiered pricing based on volume of sales and comparing such terms to historic sales and forecasted sales volumes to ensure pricing provided to the customer during the year was in line with the terms of the contract. We also analyzed credit memos to evaluate if there were any pricing adjustments and performed a look-back analysis to evaluate the historical accuracy of management’s sales volume forecasts. In addition, we performed correlation analyses between revenue, accounts receivable and cash to identify unusual or unexpected relationships.
|
|
|
|
Realizability of inventories
|
Description of the matter
|
The Company’s inventories totaled $77.1 million as of December 31, 2019, representing 14% of total assets. As explained in Note 1 of the consolidated financial statements, inventories are stated at the lower of cost or net realizable value, which includes considerations for inventory becoming obsolete or having quantities in inventory in excess of anticipated usage based upon the Company’s assumptions about future demand for products and other market conditions.
|
|
Auditing management’s estimate of inventory reserves involved subjective auditor judgment because management’s assessment of whether a write down is required and the measurement of any excess cost over net realizable value is judgmental and is sensitive to changes in assumptions, including management’s assumptions over future product demand and product expiration dates which may be impacted by, among other things, future market and economic conditions.
|
|
|
How we addressed the matter in our audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s inventory process and the related calculation of inventory reserves, including management’s assessment of the assumptions and data underlying the excess and obsolete inventory valuation such as forecasted usage of inventories.
|
|
Our audit procedures included, among others, evaluating the assumptions used by the Company to estimate future product demand, including assumptions surrounding forecasted sales or usage and testing the completeness and accuracy of the underlying data used in its calculations including product expiration or end of life dates, quantities on hand and inventory pricing. For example, we compared the estimated usage rates with the actual usage results of prior periods as well as management’s consideration of expected timing of estimated usage rates as compared to product expiration dates, and we performed a gross margin analysis by product type.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid during the period for taxes
|
$
|
1,206
|
|
|
$
|
2,214
|
|
|
$
|
1,393
|
|
Cash paid during the period for interest and penalties
|
29
|
|
|
17
|
|
|
57
|
|
|||
Effect of acquisitions:
|
|
|
|
|
|
||||||
Fair value of tangible assets acquired
|
2,657
|
|
|
13,262
|
|
|
—
|
|
|||
Liabilities assumed
|
(1,915
|
)
|
|
(5,082
|
)
|
|
—
|
|
|||
Cost in excess of fair value of assets acquired
|
18
|
|
|
32,647
|
|
|
—
|
|
|||
Acquired identifiable intangible assets
|
609
|
|
|
26,797
|
|
|
—
|
|
|||
Deferred tax liabilities, net
|
731
|
|
|
(4,433
|
)
|
|
—
|
|
|||
In-process research and development
|
(4,016
|
)
|
|
6,703
|
|
|
—
|
|
|||
Total purchase price
|
(1,916
|
)
|
|
69,894
|
|
|
—
|
|
|||
Less cash and cash equivalents acquired
|
—
|
|
|
4,513
|
|
|
—
|
|
|||
Net cash paid for business acquisition
|
$
|
(1,916
|
)
|
|
$
|
65,381
|
|
|
$
|
—
|
|
|
|
||
Net tangible assets assumed as of December 31, 2018
|
$
|
8,922
|
|
Intangible assets subject to amortization
|
30,094
|
|
|
Deferred tax liabilities
|
(3,702
|
)
|
|
Goodwill
|
32,664
|
|
|
Total purchase price
|
$
|
67,978
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
707
|
|
Total current securities
|
707
|
|
|
—
|
|
|
—
|
|
|
707
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total noncurrent securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
707
|
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
704
|
|
Total current securities
|
704
|
|
|
—
|
|
|
—
|
|
|
704
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total noncurrent securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
704
|
|
|
2019
|
|
2018
|
||||
Accounts receivable
|
$
|
56,956
|
|
|
$
|
54,239
|
|
Less: Allowance for doubtful accounts
|
(1,141
|
)
|
|
(843
|
)
|
||
|
$
|
55,815
|
|
|
$
|
53,396
|
|
Balance at December 31, 2016
|
$
|
419
|
|
Net increases charged to costs and expenses
|
1,312
|
|
|
Write-offs of uncollectible accounts
|
(386
|
)
|
|
Balance at December 31, 2017
|
$
|
1,345
|
|
Net increases charged to costs and expenses
|
(437
|
)
|
|
Write-offs of uncollectible accounts
|
(65
|
)
|
|
Balance at December 31, 2018
|
843
|
|
|
Net recoveries charged to costs and expenses
|
400
|
|
|
Write-offs of uncollectible accounts
|
(102
|
)
|
|
Balance at December 31, 2019
|
1,141
|
|
|
2019
|
|
2018
|
||||
Parts and supplies
|
$
|
45,459
|
|
|
$
|
39,873
|
|
Work-in-progress
|
15,532
|
|
|
11,847
|
|
||
Finished goods
|
16,093
|
|
|
11,530
|
|
||
|
$
|
77,084
|
|
|
$
|
63,250
|
|
|
Fair Value Measurements as of December 31, 2019 Using
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
707
|
|
Minority interest investments - short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Equity investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,501
|
|
|
$
|
11,501
|
|
|
Fair Value Measurements as of December 31, 2018 Using
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money Market funds
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
704
|
|
Minority interest investments - long-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,782
|
|
|
$
|
2,782
|
|
|
2019
|
|
2018
|
||||
Laboratory equipment
|
$
|
60,486
|
|
|
$
|
58,330
|
|
Leasehold improvements
|
43,471
|
|
|
39,289
|
|
||
Computer equipment
|
3,916
|
|
|
3,322
|
|
||
Purchased software
|
22,621
|
|
|
22,141
|
|
||
Furniture and fixtures
|
5,924
|
|
|
5,874
|
|
||
Assets on loan/rental
|
28,946
|
|
|
24,259
|
|
||
Capital lease equipment
|
—
|
|
|
846
|
|
||
|
165,364
|
|
|
154,061
|
|
||
Less: Accumulated depreciation
|
(99,849
|
)
|
|
(87,773
|
)
|
||
|
$
|
65,515
|
|
|
$
|
66,288
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Balance at beginning of period
|
$
|
118,127
|
|
|
$
|
85,481
|
|
Flow cytometry acquisition
|
$
|
18
|
|
|
$
|
32,646
|
|
Balance at end of period
|
$
|
118,145
|
|
|
$
|
118,127
|
|
|
Finite-lived
|
|
Indefinite-lived
|
|
|
||||||||||||||
|
Technology, trade secrets and know-how
|
|
Customer lists and contracts
|
|
Other identifiable intangible assets
|
|
IP R&D
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2017
|
$
|
81,385
|
|
|
$
|
19,097
|
|
|
$
|
5,664
|
|
|
$
|
12,982
|
|
|
$
|
119,128
|
|
Flow cytometry acquisition
|
17,084
|
|
|
4,722
|
|
|
4,991
|
|
|
6,703
|
|
|
33,500
|
|
|||||
Asset acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
4,328
|
|
|
4,328
|
|
|||||
Balance as of December 31, 2018
|
98,469
|
|
|
23,819
|
|
|
10,655
|
|
|
24,013
|
|
|
156,956
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance as of December 31, 2017
|
(34,414
|
)
|
|
(7,037
|
)
|
|
(1,692
|
)
|
|
—
|
|
|
(43,143
|
)
|
|||||
Amortization expense
|
(6,087
|
)
|
|
(1,999
|
)
|
|
(579
|
)
|
|
—
|
|
|
(8,665
|
)
|
|||||
Accumulated amortization balance as of December 31, 2018
|
(40,501
|
)
|
|
(9,036
|
)
|
|
(2,271
|
)
|
|
—
|
|
|
(51,808
|
)
|
|||||
Net balance as of December 31, 2018
|
$
|
57,968
|
|
|
$
|
14,783
|
|
|
$
|
8,384
|
|
|
$
|
24,013
|
|
|
$
|
105,148
|
|
Weighted average life (in years)
|
11
|
|
|
10
|
|
|
10
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2018
|
$
|
98,469
|
|
|
$
|
23,819
|
|
|
$
|
10,655
|
|
|
$
|
24,013
|
|
|
$
|
156,956
|
|
Flow cytometry acquisition purchase price allocation adjustments
|
(116
|
)
|
|
(428
|
)
|
|
1,154
|
|
|
(4,016
|
)
|
|
(3,406
|
)
|
|||||
Balance as of December 31, 2019
|
98,353
|
|
|
23,391
|
|
|
11,809
|
|
|
19,997
|
|
|
153,550
|
|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance as of December 31, 2018
|
(40,501
|
)
|
|
(9,036
|
)
|
|
(2,271
|
)
|
|
—
|
|
|
(51,808
|
)
|
|||||
Amortization expense
|
(7,784
|
)
|
|
(2,428
|
)
|
|
(1,194
|
)
|
|
—
|
|
|
(11,406
|
)
|
|||||
Accumulated amortization balance as of December 31, 2019
|
(48,285
|
)
|
|
(11,464
|
)
|
|
(3,465
|
)
|
|
—
|
|
|
(63,214
|
)
|
|||||
Net balance as of December 31, 2019
|
$
|
50,068
|
|
|
$
|
11,927
|
|
|
$
|
8,344
|
|
|
$
|
19,997
|
|
|
$
|
90,336
|
|
Weighted average life (in years)
|
11
|
|
|
10
|
|
|
10
|
|
|
|
|
|
|
|
2020
|
$
|
11,406
|
|
2021
|
11,048
|
|
|
2022
|
9,801
|
|
|
2023
|
9,452
|
|
|
2024
|
9,452
|
|
|
Thereafter
|
19,180
|
|
|
|
$
|
70,339
|
|
|
Accumulated Other Comprehensive Loss Items - Foreign Currency
|
||
Balance as of December 31, 2018
|
$
|
(1,127
|
)
|
Other comprehensive loss
|
(253
|
)
|
|
Net current-period other comprehensive loss
|
(253
|
)
|
|
Balance as of December 31, 2019
|
$
|
(1,380
|
)
|
|
2019
|
|
2018
|
||||
Compensation and employee benefits
|
$
|
17,011
|
|
|
$
|
18,086
|
|
Dividends payable
|
4,104
|
|
|
2,703
|
|
||
Income and other taxes
|
1,538
|
|
|
1,014
|
|
||
Warranty costs
|
1,641
|
|
|
1,901
|
|
||
Royalties payable
|
1,335
|
|
|
1,373
|
|
||
Current operating lease liabilities
|
5,053
|
|
|
—
|
|
||
Other
|
1,190
|
|
|
1,695
|
|
||
|
$
|
31,872
|
|
|
$
|
26,772
|
|
Accrued warranty costs at December 31, 2016
|
$
|
675
|
|
Warranty services provided
|
(2,049
|
)
|
|
Accrual for warranty costs
|
2,682
|
|
|
Accrued warranty costs at December 31, 2017
|
1,308
|
|
|
Warranty services provided
|
(2,159
|
)
|
|
Accrual for warranty costs
|
2,752
|
|
|
Accrued warranty costs at December 31, 2018
|
1,901
|
|
|
Warranty services provided
|
(2,868
|
)
|
|
Accrual for warranty costs
|
2,608
|
|
|
Accrued warranty costs at December 31, 2019
|
$
|
1,641
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(31,314
|
)
|
|
$
|
7,242
|
|
|
$
|
18,436
|
|
Foreign
|
21,812
|
|
|
21,069
|
|
|
18,713
|
|
|||
Total
|
$
|
(9,502
|
)
|
|
$
|
28,311
|
|
|
$
|
37,149
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
821
|
|
|
$
|
(3,318
|
)
|
|
$
|
3,149
|
|
Foreign
|
951
|
|
|
515
|
|
|
295
|
|
|||
State
|
(163
|
)
|
|
600
|
|
|
883
|
|
|||
Total current expense (benefit)
|
$
|
1,609
|
|
|
$
|
(2,203
|
)
|
|
$
|
4,327
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(10,179
|
)
|
|
6,351
|
|
|
14,970
|
|
|||
Foreign
|
4,597
|
|
|
5,271
|
|
|
(9,267
|
)
|
|||
State
|
(1,691
|
)
|
|
384
|
|
|
(2,304
|
)
|
|||
Total deferred (benefit) expense
|
(7,273
|
)
|
|
12,006
|
|
|
3,399
|
|
|||
Total (benefit) provision for income taxes
|
$
|
(5,664
|
)
|
|
$
|
9,803
|
|
|
$
|
7,726
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
9.6
|
%
|
|
3.0
|
%
|
|
(1.4
|
)%
|
Permanent items
|
(1.6
|
)%
|
|
2.6
|
%
|
|
0.5
|
%
|
Effect of foreign operations
|
(11.7
|
)%
|
|
3.4
|
%
|
|
(5.7
|
)%
|
Research and incentive tax credit generated
|
18.9
|
%
|
|
(8.7
|
)%
|
|
(4.6
|
)%
|
Valuation allowance
|
0.8
|
%
|
|
0.4
|
%
|
|
(37.6
|
)%
|
Income tax reserves
|
67.3
|
%
|
|
24.7
|
%
|
|
0.5
|
%
|
Remeasurement U.S. deferreds
|
0.0
|
%
|
|
(0.3
|
)%
|
|
7.3
|
%
|
Transition tax
|
(5.3
|
)%
|
|
(16.6
|
)%
|
|
18.1
|
%
|
Foreign earnings withholding tax
|
6.6
|
%
|
|
(7.9
|
)%
|
|
8.6
|
%
|
Global intangible low-taxed income
|
(44.4
|
)%
|
|
5.7
|
%
|
|
0.0
|
%
|
Other measurement period Tax Act adjustments
|
0.0
|
%
|
|
2.6
|
%
|
|
0.0
|
%
|
Canadian income tax audit
|
0.0
|
%
|
|
4.8
|
%
|
|
0.0
|
%
|
Other
|
(1.0
|
)%
|
|
(0.1
|
)%
|
|
0.1
|
%
|
|
60.2
|
%
|
|
34.6
|
%
|
|
20.8
|
%
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and other
|
$
|
4,577
|
|
|
$
|
5,646
|
|
Net operating loss and credit carryforwards
|
52,141
|
|
|
54,167
|
|
||
Deferred revenue
|
1,023
|
|
|
—
|
|
||
Leases
|
5,023
|
|
|
—
|
|
||
Stock compensation and other
|
7,791
|
|
|
6,525
|
|
||
Gross deferred tax assets
|
70,555
|
|
|
66,338
|
|
||
Valuation allowance
|
(17,906
|
)
|
|
(21,354
|
)
|
||
Total deferred tax assets
|
$
|
52,649
|
|
|
$
|
44,984
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Accrued liabilities and other
|
$
|
(1,287
|
)
|
|
$
|
(2,204
|
)
|
Deferred revenue
|
—
|
|
|
(358
|
)
|
||
Depreciation and amortization
|
(18,443
|
)
|
|
(20,952
|
)
|
||
Leases
|
(4,550
|
)
|
|
—
|
|
||
Equity method investment
|
(667
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(24,947
|
)
|
|
(23,514
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
27,702
|
|
|
$
|
21,470
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
$
|
9,721
|
|
|
$
|
2,777
|
|
Additions based on tax positions related to the current year
|
342
|
|
|
749
|
|
||
Additions for tax positions of prior years
|
398
|
|
|
6,605
|
|
||
Reductions for tax positions of prior years
|
(7,038
|
)
|
|
(410
|
)
|
||
Balance at end of year
|
$
|
3,423
|
|
|
$
|
9,721
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(3,838
|
)
|
|
$
|
18,508
|
|
|
$
|
29,423
|
|
Less: allocation to participating securities
|
65
|
|
|
(312
|
)
|
|
(529
|
)
|
|||
Net (loss) income attributable to common stockholders
|
$
|
(3,773
|
)
|
|
$
|
18,196
|
|
|
$
|
28,894
|
|
Weighted average common stock outstanding
|
44,148
|
|
|
43,727
|
|
|
43,173
|
|
|||
Net (loss) income per share attributable to common stockholders
|
$
|
(0.09
|
)
|
|
$
|
0.42
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(3,838
|
)
|
|
$
|
18,508
|
|
|
$
|
29,423
|
|
Less: allocation to participating securities
|
63
|
|
|
(311
|
)
|
|
(529
|
)
|
|||
Net (loss) income attributable to common stockholders
|
$
|
(3,775
|
)
|
|
$
|
18,197
|
|
|
$
|
28,894
|
|
Weighted average common stock outstanding
|
44,148
|
|
|
43,727
|
|
|
43,173
|
|
|||
Effect of dilutive securities: stock options and awards
|
—
|
|
|
564
|
|
|
127
|
|
|||
Weighted-average shares used in computing net (loss) income per share
|
44,148
|
|
|
44,291
|
|
|
43,300
|
|
|||
Net (loss) income per share attributable to common stockholders
|
$
|
(0.09
|
)
|
|
$
|
0.41
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
Date Paid or
To Be Paid
|
|
Dividends Declared per Share
|
||
Twelve Months Ending
|
|
Date Declared
|
|
Date Payable
|
|
|
||||
|
|
|
|
|
|
|
|
|
||
December 31, 2017
|
|
|
|
|
|
|
|
|
||
|
|
February 21, 2017
|
|
March 24, 2017
|
|
April 14, 2017
|
|
$
|
0.06
|
|
|
|
May 24, 2017
|
|
June 23, 2017
|
|
July 14, 2017
|
|
$
|
0.06
|
|
|
|
September 12, 2017
|
|
September 22, 2017
|
|
October 13, 2017
|
|
$
|
0.06
|
|
|
|
December 7, 2017
|
|
December 22, 2017
|
|
January 12, 2018
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
||
December 31, 2018
|
|
|
|
|
|
|
|
|
||
|
|
January 24, 2018
|
|
March 23, 2018
|
|
April 13, 2018
|
|
$
|
0.06
|
|
|
|
May 18, 2018
|
|
June 22, 2018
|
|
July 13, 2018
|
|
$
|
0.06
|
|
|
|
September 11, 2018
|
|
September 21, 2018
|
|
October 12, 2018
|
|
$
|
0.06
|
|
|
|
December 11, 2018
|
|
December 22, 2018
|
|
January 10, 2019
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
||
December 31, 2019
|
|
|
|
|
|
|
|
|
||
|
|
February 8, 2019
|
|
March 21, 2019
|
|
April 11, 2019
|
|
$
|
0.06
|
|
|
|
May 21, 2019
|
|
June 20, 2019
|
|
July 11, 2019
|
|
$
|
0.06
|
|
|
|
July 31, 2019
|
|
September 26, 2019
|
|
October 17, 2019
|
|
$
|
0.09
|
|
|
|
December 6, 2019
|
|
December 19, 2019
|
|
January 15, 2020
|
|
$
|
0.09
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Dividend yield
|
0.9
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|||
Expected volatility
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
|||
Risk-free rate of return
|
2.6
|
%
|
|
2.7
|
%
|
|
2.0
|
%
|
|||
Expected life of a 10 year contractual term option
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
|||
Expected life of a 7 year contractual term option
|
4.88 years
|
|
|
4.88 years
|
|
|
4.87 years
|
|
|||
Weighted average fair value at grant date
|
$
|
7.69
|
|
|
$
|
8.23
|
|
|
$
|
6.66
|
|
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, 2018
|
|
3,323
|
|
|
$
|
19.05
|
|
|
|
|
|
|
|
Granted
|
|
976
|
|
|
24.43
|
|
|
|
|
|
|||
Exercised
|
|
(95
|
)
|
|
17.85
|
|
|
|
|
|
|
||
Canceled or expired
|
|
(411
|
)
|
|
21.74
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
3,793
|
|
|
$
|
20.17
|
|
|
4.13
|
|
$
|
12,636
|
|
Vested at December 31, 2019 and expected to vest
|
|
3,746
|
|
|
$
|
20.13
|
|
|
4.11
|
|
$
|
12,593
|
|
Exercisable at December 31, 2019
|
|
1,927
|
|
|
$
|
18.31
|
|
|
3.00
|
|
$
|
9,380
|
|
Restricted Stock Awards
|
|
Shares
(in thousands)
|
|
Weighted Average Grant Price
|
|||
Non-vested at December 31, 2018
|
|
724
|
|
|
$
|
20.27
|
|
Granted
|
|
414
|
|
|
24.07
|
|
|
Vested
|
|
(261
|
)
|
|
19.67
|
|
|
Cancelled or expired
|
|
(67
|
)
|
|
21.74
|
|
|
Non-vested at December 31, 2019
|
|
810
|
|
|
$
|
22.28
|
|
Restricted Stock Units
|
|
Shares
(in thousands)
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||
Non-vested at December 31, 2018
|
|
468
|
|
|
|
|
|
||
Granted
|
|
120
|
|
|
|
|
|
||
Vested
|
|
(45
|
)
|
|
|
|
|
||
Cancelled or expired
|
|
(21
|
)
|
|
|
|
|
||
Non-vested at December 31, 2019
|
|
522
|
|
|
1.07
|
|
$
|
12,088
|
|
Vested at December 31, 2019 and expected to vest
|
|
515
|
|
|
1.01
|
|
$
|
11,927
|
|
Exercisable at December 31, 2019
|
|
356
|
|
|
0.00
|
|
$
|
8,240
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenue
|
$
|
2,028
|
|
|
$
|
1,715
|
|
|
$
|
1,561
|
|
Research and development
|
1,635
|
|
|
1,409
|
|
|
2,039
|
|
|||
Selling, general and administrative
|
9,535
|
|
|
9,102
|
|
|
8,878
|
|
|||
Stock-based compensation costs reflected in net (loss) income
|
$
|
13,198
|
|
|
$
|
12,226
|
|
|
$
|
12,478
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Assumptions:
|
|
|
|
|
|
|||
Risk-free interest rates
|
2.55
|
%
|
|
2.1
|
%
|
|
1.07
|
%
|
Expected life
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Expected volatility
|
0.35
|
|
|
0.44
|
|
|
0.45
|
|
Dividend yield
|
0.942
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
Options and RSUs Outstanding
|
|
Shares Available for Future Issuance
|
|
Total Shares Reserved
|
|||
Equity Incentive Plan
|
4,326,593
|
|
|
3,813,024
|
|
|
8,139,617
|
|
ESPP
|
—
|
|
|
210,191
|
|
|
210,191
|
|
|
4,326,593
|
|
|
4,023,215
|
|
|
8,349,808
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating lease cost(a)
|
$
|
9,434
|
|
|
$
|
7,032
|
|
|
$
|
6,583
|
|
|
|
Twelve Months Ended
|
||
|
|
December 31, 2019
|
||
Lease liabilities arising from obtaining right to use assets
|
||||
Operating leases recorded upon lease standard adoption
|
|
$
|
24,922
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
6,547
|
|
|
December 31, 2019
|
||
Operating leases:
|
|
||
Operating lease right-of-use assets
|
$
|
20,439
|
|
Operating lease liabilities
|
$
|
22,235
|
|
|
|
||
Weighted Average Remaining Lease Term
|
4.36 years
|
|
|
Weighted Average Discount Rate
|
5.75
|
%
|
|
Operating Leases
|
||
2020
|
$
|
6,429
|
|
2021
|
6,225
|
|
|
2022
|
4,672
|
|
|
2023
|
4,007
|
|
|
2024
|
2,967
|
|
|
Thereafter
|
932
|
|
|
Total lease payments
|
25,232
|
|
|
Less: imputed interest
|
(2,997
|
)
|
|
Lease liabilities at December 31, 2019
|
$
|
22,235
|
|
|
Sales to Customers
|
|
Property and Equipment, net
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Domestic
|
$
|
252,381
|
|
|
$
|
261,726
|
|
|
$
|
256,834
|
|
|
$
|
63,180
|
|
|
$
|
63,382
|
|
|
$
|
54,623
|
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe
|
36,625
|
|
|
21,672
|
|
|
20,378
|
|
|
178
|
|
|
394
|
|
|
809
|
|
||||||
Asia
|
32,220
|
|
|
21,603
|
|
|
20,134
|
|
|
442
|
|
|
519
|
|
|
741
|
|
||||||
Canada
|
5,293
|
|
|
4,775
|
|
|
4,386
|
|
|
1,715
|
|
|
1,993
|
|
|
2,077
|
|
||||||
Other
|
8,119
|
|
|
6,042
|
|
|
4,839
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
|
$
|
334,638
|
|
|
$
|
315,818
|
|
|
$
|
306,571
|
|
|
$
|
65,515
|
|
|
$
|
66,288
|
|
|
$
|
58,258
|
|
|
Balance at
December 31, 2019
|
|
Balance at December 31, 2018
|
||||
Contract assets:
|
|
|
|
||||
Unbilled receivables - Royalties
|
$
|
12,257
|
|
|
$
|
10,805
|
|
Contract liabilities - short-term:
|
|
|
|
||||
Deferred revenue - Service (1)
|
$
|
7,771
|
|
|
$
|
9,476
|
|
Deferred revenue - Licenses
|
207
|
|
|
227
|
|
||
Deferred revenue - Instruments
|
2
|
|
|
—
|
|
||
Deferred revenue - Other
|
234
|
|
|
396
|
|
||
Total Contract liabilities - short-term
|
$
|
8,214
|
|
|
$
|
10,099
|
|
Contract liabilities - long-term:
|
|
|
|
||||
Deferred revenue - Service
|
$
|
968
|
|
|
$
|
207
|
|
Deferred revenue - Licenses
|
665
|
|
|
872
|
|
||
Total Contract liabilities - long-term
|
$
|
1,633
|
|
|
$
|
1,079
|
|
|
|
|
Year Ended December 31, 2019
|
||
Revenue recognized in the period:
|
|
|
|
||
Amounts included as contract liabilities at the beginning of the period
|
|
|
$
|
5,110
|
|
Performance obligations satisfied in previous periods
|
|
|
-
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
2019 |
|
June 30,
2019 |
|
September 30,
2019 |
|
December 31,
2019 |
||||||||
Revenue
|
$
|
82,408
|
|
|
$
|
83,056
|
|
|
$
|
78,673
|
|
|
$
|
90,501
|
|
Gross profit
|
45,807
|
|
|
45,227
|
|
|
41,840
|
|
|
49,865
|
|
||||
Income (loss) from operations
|
(3,584
|
)
|
|
(5,756
|
)
|
|
(5,722
|
)
|
|
2,983
|
|
||||
Net income (loss)
|
2,960
|
|
|
(4,931
|
)
|
|
(5,250
|
)
|
|
3,383
|
|
||||
Basic income (loss) per common share
|
0.07
|
|
|
(0.11
|
)
|
|
(0.12
|
)
|
|
0.08
|
|
||||
Diluted income (loss) per common share
|
0.07
|
|
|
(0.11
|
)
|
|
(0.12
|
)
|
|
0.07
|
|
||||
Cash dividends per common share
|
0.06
|
|
|
0.06
|
|
|
0.09
|
|
|
0.09
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
Revenue
|
$
|
82,662
|
|
|
$
|
79,578
|
|
|
$
|
72,445
|
|
|
$
|
81,133
|
|
Gross profit
|
53,588
|
|
|
49,306
|
|
|
44,256
|
|
|
48,341
|
|
||||
Income from operations
|
15,266
|
|
|
7,858
|
|
|
3,754
|
|
|
968
|
|
||||
Net income (loss)
|
13,397
|
|
|
5,669
|
|
|
1,737
|
|
|
(2,295
|
)
|
||||
Basic income (loss) per common share
|
0.30
|
|
|
0.13
|
|
|
0.04
|
|
|
(0.05
|
)
|
||||
Diluted income (loss) per common share
|
0.30
|
|
|
0.13
|
|
|
0.04
|
|
|
(0.05
|
)
|
||||
Cash dividends per common share
|
0.06
|
|
|
0.06
|
|
|
0.06
|
|
|
0.06
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units
|
|
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)(2)
|
|
(C)
|
||||
Equity compensation plans approved by security holders(1)
|
|
4,326,593
|
|
|
$
|
20.17
|
|
|
4,023,215
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
4,326,593
|
|
|
|
|
|
4,023,215
|
|
(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
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF DOCUMENT
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
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EXHIBIT
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DESCRIPTION OF DOCUMENT
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EXHIBIT
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DESCRIPTION OF DOCUMENT
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101
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The following materials from Luminex Corporation's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statements of Cash Flows; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (iv) Notes to Condensed Consolidated Financial Statements.
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104
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The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Exhibit 101.
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#
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Management contract or compensatory plan or arrangement.
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*
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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.
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SIGNATURES
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TITLE
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DATE
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/s/ Nachum Shamir
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President and Chief Executive Officer, Director
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February 27, 2020
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Nachum Shamir
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(Principal Executive Officer)
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/s/ Harriss T. Currie
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Chief Financial Officer, Senior Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
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February 27, 2020
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Harriss T. Currie
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/s/ Stephen L. Eck
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Director
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February 27, 2020
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Stephen L. Eck
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/s/ Thomas W. Erickson
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Director
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February 27, 2020
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Thomas W. Erickson
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/s/ Jim D. Kever
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Director
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February 27, 2020
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Jim D. Kever
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/s/ Dijuana K. Lewis
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Director
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February 27, 2020
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Dijuana K. Lewis
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/s/ G. Walter Loewenbaum II
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Chairman of the Board of Directors,
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February 27, 2020
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G. Walter Loewenbaum II
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Director
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/s/ Kevin M. McNamara
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Director
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|
February 27, 2020
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Kevin M. McNamara
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/s/ Edward A. Ogunro
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Director
|
|
February 27, 2020
|
Edward A. Ogunro
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/s/ Kenneth A. Samet
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Director
|
|
February 27, 2020
|
Kenneth A. Samet
|
|
|
|
|
1 Year Luminex Chart |
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