8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2019 (November 4, 2019)

LUMINEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-30109	74-2747608
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	12212 Technology Blvd.,	Austin,	Texas	78727
(Address of principal executive offices)				(Zip Code)

	(512)	219-8020
Registrant’s Telephone Number, Including Area Code

None

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value	LMNX	The Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐

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.
	☐

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2019, Luminex Corporation issued a press release announcing its results of operations for its fiscal quarter ended September 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

A copy of the presentation materials that management will review during the Company’s third quarter 2019 earnings conference call (to be held on November 4, 2019) will be posted in the Investor Relations section of the Company’s website at www.luminexcorp.com. A copy of the presentation is furnished herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Luminex Corporation dated November 4, 2019.
99.2	Investor Presentation

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LUMINEX CORPORATION
Date: November 4, 2019	By:	/s/ Harriss T. Currie
	Name:	Harriss T. Currie
	Title:	Chief Financial Officer, Senior Vice President of Finance
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

LUMINEX CORPORATION REPORTS THIRD QUARTER 2019 RESULTS

AUSTIN, Texas (November 4, 2019) - Luminex Corporation (Nasdaq: LMNX) today announced financial results for its third quarter ended September 30, 2019.

All amounts in this release are in conformity with U.S. generally accepted accounting principles ("GAAP"). Comparisons shown in this release are to the same period in the prior year unless otherwise noted.

HIGHLIGHTS

• Total revenue growth for the quarter of 9% to $78.7 million. Revenue reflects an $8.7 million addition from Flow Cytometry and a $6.9 million reduction attributable to the departure of certain sales to LabCorp.

• Operating cash flow of $9.4 million.

• Dividend declared of $0.09 per share.

• ARIES^® MRSA Assay received U.S. Food and Drug Administration (FDA) 510(k) clearance.

• Submitted VERIGENE^® II Gastrointestinal Flex Assay to the FDA.

• Expect to submit VERIGENE^® II Respiratory Flex Assay to the FDA by year end.

CEO COMMENTARY

"Consistent with our previously communicated plans, 2019 has been a transition year for Luminex as we have adjusted to the departure of certain sales to LabCorp and the integration of the Flow Cytometry acquisition," said Nachum "Homi" Shamir, President & CEO. "Although total revenue was slightly lower than expected due to order timing in Flow Cytometry in the third quarter, I am very pleased with the significant progress we are making to return the company to sustained growth and profitability,” continued Shamir. “We anticipate a new and transformative era for Luminex as a more diversified company, with strong organic growth, profitability, and cash flow, that will be offering exciting new platforms and opportunities across each of our major product lines. Next year will be the first time in Luminex’s history where we launch three exciting new platforms across our portfolio.”

RESULTS AND REVENUE SUMMARY FOR THIRD QUARTER 2019

• Licensed Technology Group revenue increased 7% to $38.7 million, driven by consumable and royalty revenue growth.

• Molecular Diagnostic revenue declined 15% to $30.3 million (up 6% without the revenue decline from the departure of LabCorp). The growth, absent the LabCorp effect, was primarily attributable to increases in sample to answer portfolio revenue.

• Molecular sample to answer portfolio revenue grew 27% to $17.4 million, with 31 new sample to answer molecular systems under contract in this third quarter. Active sample to answer customers grew to more than 650 in the quarter.

• Flow Cytometry contributed revenue of approximately $8.7 million in the quarter and $33 million year to date, a 10+% increase. While order timing of approximately $3 million in Flow Cytometry resulted in slightly lower revenue than expected in the third quarter, Flow is on track to deliver $12 million in the fourth quarter and $45 million in 2019, as expected, with an anticipated growth rate above 10% in 2019.

• Gross margins of 53% were affected primarily by the departure of higher margin LabCorp revenue, as well as growth across all of the company’s lower margin items.

• Net loss of $5.3 million, or $0.12 per diluted share, was impacted primarily by the departure of LabCorp revenue and the integration of the Flow Cytometry acquisition and resulting margin compression.

REVENUE SUMMARY

(in thousands, except percentages)

	Three Months Ended
	September 30,				Variance
	2019		2018		($)			(%)
	(unaudited)
System sales	$	15,239	$	10,026	$	5,213		52	%
Consumable sales	13,359		11,627		1,732			15	%
Royalty revenue	12,993		12,081		912			8	%
Assay revenue	29,468		33,747		(4,279		)	(13	)%
Service revenue	5,349		3,015		2,334			77	%
Other revenue	2,265		1,949		316			16	%
	$	78,673	$	72,445	$	6,228		9	%

FINANCIAL OUTLOOK AND GUIDANCE

For the full year 2019, the Company is adjusting its revenue expectations to a range of $334 million to $337 million.

CONFERENCE CALL

Management will host a conference call at 4:00 p.m. Central Time / 5:00 p.m. EDT, Monday, November 4, 2019 to discuss the operating highlights and financial results for the third quarter 2019. The conference call will be webcast live and may be accessed at Luminex Corporation’s website at http://www.luminexcorp.com. The presentation slides will be posted to our Investor Relations website after the market close on November 4, 2019. Analysts may participate on the conference call by dialing (877) 930-7053 (U.S.) or (253) 336-7290 (outside the U.S.). The access code is 1293259. The webcast will be archived for six months on our website using the 'replay' link.

At Luminex, our mission is to empower labs to obtain reliable, timely, and actionable answers, ultimately advancing health. We offer a wide range of solutions applicable in diverse markets including clinical diagnostics, pharmaceutical drug discovery, biomedical research, genomic and proteomic research, biodefense research, and food safety. We accelerate reliable answers while simplifying complexity and deliver certainty with a seamless experience. To learn more about Luminex, please visit us at luminexcorp.com.

Statements made in this release that express Luminex’s or management's intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements. Forward-looking statements in this release include statements regarding expected revenue and cost savings and projected 2019 performance, including revenue guidance. The words "believe," "expect," "intend," "estimate," "anticipate," "will," "could," "should" and similar expressions are intended to further identify such forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995.  It is important to note that the Company's actual results or performance could differ materially from those anticipated or projected in such forward-looking statements.  Factors that could cause Luminex’s actual results or performance to differ materially include risks and uncertainties relating to, among others, concentration of Luminex’s revenue in a limited number of direct customers and strategic partners, some of which may be experiencing decreased demand for their products utilizing or incorporating Luminex’s technology, budget or finance constraints in the current economic environment, or periodic variability in their purchasing patterns or practices as a result of internal resource planning challenges; market demand and acceptance of Luminex’s products and technology, including ARIES^®, MultiCode^®, xMAP^®, VERIGENE^®, Guava^®, Muse^®, Amnis^® and NxTAG^® products; Luminex’s ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels; Luminex’s ability to obtain and enforce intellectual property protections on Luminex’s products and technologies; the impact on Luminex’s growth and future results of operations with respect to the loss of the LabCorp women’s health business; Luminex’s ability to successfully launch new products in a timely manner; dependence on strategic partners for development, commercialization and distribution of products; risks and uncertainties associated with implementing Luminex’s acquisition strategy, Luminex’s challenge to identify acquisition targets, including Luminex’s ability to obtain financing on acceptable terms; Luminex’s ability to integrate acquired companies or selected assets, including the Flow-Cytometry assets recently acquired from Millipore Sigma, into Luminex’s consolidated business operations, and the ability to fully realize the benefits of Luminex’s acquisitions; the timing of and process for regulatory approvals; competition and competitive technologies utilized by Luminex’s 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 Luminex’s assay products; Luminex’s ability to comply with applicable laws, regulations, policies and procedures; the impact of the ongoing uncertainty in global finance markets and changes in governmental and governmental agency funding, including effects on the capital spending policies of Luminex’s partners and end users and their ability to finance purchases of Luminex’s products; changes in principal members of Luminex’s management staff; potential shortages, or increases in costs, of components or other disruptions to Luminex’s manufacturing operations; Luminex’s increasing dependency on information technology to improve the effectiveness of Luminex’s operations and to monitor financial accuracy and efficiency; the implementation, including any modification, of Luminex’s strategic operating plans; the uncertainty regarding the outcome or expense of any litigation brought against or initiated by Luminex; risks relating to Luminex’s 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; Luminex’s ability to monitor and comply with foreign and international laws and treaties; and Luminex’s ability to comply with changes in international taxation policies; 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; reliance on third party distributors for distribution of specific Luminex-developed and manufactured assay products, as well as the risks discussed under the heading "Risk Factors" in Luminex’s Reports on Forms 10-K and 10-Q, as filed with the Securities and Exchange Commission.  The forward-looking statements, including the financial guidance and 2019 outlook, contained herein represent the judgment of Luminex as of the date of this press release, and Luminex expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in Luminex’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Contacts:
Luminex Corporation	Lazar FINN Partners
Jeff Christensen	David Carey
Senior Director, Investor Relations	david.carey@finnpartners.com
jeffc@luminexcorp.com	212-867-1768
512-249-3033

LUMINEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	September 30,			December 31,
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	66,051		$	76,441
Accounts receivable, net	45,810			53,396
Inventories, net	76,122			63,250
Prepaids and other	10,956			9,657
Total current assets	198,939			202,744
Property and equipment, net	66,527			66,288
Intangible assets, net	93,188			105,148
Deferred income taxes	31,160			21,470
Goodwill	118,145			118,127
Right of use assets	21,554			—
Other	9,365			11,398
Total assets	538,878			525,175
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,547		$	14,504
Accrued liabilities	29,940			26,772
Deferred revenue - current portion	8,053			10,099
Total current liabilities	56,540			51,375
Deferred revenue	2,214			1,079
Lease liabilities	18,380			—
Other long-term liabilities	1,837			5,065
Total liabilities	78,971			57,519
Stockholders' equity:
Common stock	44			44
Additional paid-in capital	374,872			365,349
Accumulated other comprehensive loss	(1,623		)	(1,127		)
Retained earnings	86,614			103,390
Total stockholders' equity	459,907			467,656
Total liabilities and stockholders' equity	$	538,878		$	525,175

LUMINEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(unaudited)						(unaudited)
Revenue	$	78,673		$	72,445		$	244,137		$	234,685
Cost of revenue	36,833			28,189			111,263			87,535
Gross profit	41,840			44,256			132,874			147,150
Operating expenses:
Research and development	13,262			11,996			43,295			33,994
Selling, general and administrative	31,448			26,340			96,085			79,780
Amortization of acquired intangible assets	2,852			2,166			8,556			6,498
Total operating expenses	47,562			40,502			147,936			120,272
Income (loss) from operations	(5,722		)	3,754			(15,062		)	26,878
Other income (expense), net	2			8			(96		)	465
Income (loss) before income taxes	(5,720		)	3,762			(15,158		)	27,343
Income tax benefit (expense)	470			(2,025		)	7,937			(6,540		)
Net income (loss)	$	(5,250	)	$	1,737		$	(7,221	)	$	20,803
Net income (loss) attributable to common stockholders
Basic	$	(5,224	)	$	1,708		$	(7,187	)	$	20,447
Diluted	$	(5,224	)	$	1,708		$	(7,189	)	$	20,449
Net income (loss) per share attributable to common stockholders
Basic	$	(0.12	)	$	0.04		$	(0.16	)	$	0.47
Diluted	$	(0.12	)	$	0.04		$	(0.16	)	$	0.46
Weighted-average shares used in computing net income per share
Basic	44,216			43,836			44,109			43,679
Diluted	44,216			44,707			44,109			44,193
Dividends declared per share	$	0.09		$	0.06		$	0.21		$	0.18

LUMINEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(unaudited)						(unaudited)
Cash flows from operating activities:
Net income (loss)	$	(5,250	)	$	1,737		$	(7,221	)	$	20,803
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,177			5,714			21,170			17,737
Stock-based compensation	3,565			3,652			9,644			8,460
Deferred income tax (benefit) expense	(2,316		)	4,889			(10,970		)	8,650
Loss on sale or disposal of assets	59			332			231			443
Other	(510		)	(159		)	(532		)	(1,286		)
Changes in operating assets and liabilities:
Accounts receivable, net	13,459			4,570			7,563			9,623
Inventories, net	(6,617		)	(2,982		)	(12,602		)	(5,584		)
Other assets	567			(4,187		)	3,971			(4,743		)
Accounts payable	372			(47		)	4,540			(1,708		)
Accrued liabilities	600			1,633			(6,956		)	(6,440		)
Deferred revenue	(1,661		)	—			(610		)	653
Net cash provided by (used in) operating activities	9,445			15,152			8,228			46,608
Cash flows from investing activities:
Purchase of property and equipment	(4,993		)	(5,228		)	(13,115		)	(14,264		)
Proceeds from net working capital adjustments related to business acquisition	—			—			1,915			—
Issuance of note receivable	—			—			—			(1,000		)
Purchase of investment	—			—			—			(1,782		)
Acquired technology rights	—			—			—			(4,000		)
Net cash used in investing activities	(4,993		)	(5,228		)	(11,200		)	(21,046		)
Cash flows from financing activities:
Proceeds from employee stock plans and issuance of common stock	695			566			2,481			3,982
Shares surrendered for tax withholding	(4		)	(18		)	(2,089		)	(2,034		)
Dividends paid	(2,703		)	(2,676		)	(8,098		)	(7,978		)
Net cash used in financing activities	(2,012		)	(2,128		)	(7,706		)	(6,030		)
Effect of foreign currency exchange rate on cash	286			102			288			250
Change in cash and cash equivalents	2,726			7,898			(10,390		)	19,782
Cash and cash equivalents, beginning of period	63,325			138,996			76,441			127,112
Cash and cash equivalents, end of period	$	66,051		$	146,894		$	66,051		$	146,894

-END-

EX-99.2

Q3 2019 Conference Call Investor Presentation November 4, 2019

Safe Harbor Statement Certain statements made during the course of this presentation may not be purely historical and consequently may be forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements made regarding: our Licensed Technologies Group model and the ability of our licensees and installed base to drive future growth; the ability of our technology to enhance productivity and efficiency; our financial position and long-term revenue growth; our ability to integrate our acquisition of the MilliporeSigma flow cytometry business; our molecular diagnostic business model, the markets we are targeting, market segmentation, expected growth of such markets, and the ability of our products to address those markets; sales of our products, their technical capabilities, and the anticipated market size and acceptance, demand and regulatory environment and approvals therefor; our direct sales efforts; our system placements; our system and assay product pipeline and anticipated timelines for regulatory approvals and market releases, including for ARIES ® and VERIGENE ® instrumentation and assays, and our flow-cytometry product lines; market opportunity for ARIES ® , VERIGENE ®, and our flow-cytometry products; functionality and benefits of ARIES ® , VERIGENE ®, and the flow-cytometry products and competitive position; reimbursement trends; our ability to drive growth through investment in R&D and next generation systems and focus on operating leverage and managing operating costs; our long-term financial targets; our key steps and strategies for growth; our strategic outlook and growth plan for our business for 2019 and beyond; operational trends, including those related to sales of systems, assays, consumables, and royalty revenues; competitive threats and products offered by other companies; our business outlook, financial targets and projections about revenues, cash flow, system shipments, expenses and market conditions, and their anticipated impact on Luminex for 2019 and beyond; and, any statements of the plans, strategies and objectives of management for future operations. These forward-looking statements speak only as of the date hereof and are based on our current beliefs and expectations and are subject to known or unknown risks and uncertainties, some of which are beyond our control that could cause actual results or plans to differ materially and adversely from those anticipated in the forward-looking statements. Factors that could cause or contribute to such differences are detailed in our annual, quarterly, or other filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements. Also, certain non-GAAP financial measures, as defined by SEC Regulation G, may be covered in this presentation. To the extent that any non-GAAP financial measures are covered, a presentation of and reconciliation to the most directly comparable GAAP financial measures will be included in this presentation and may be available on our website at luminexcorp.com in accordance with Regulation G. complexity simplified . | © Copyright 2019 Luminex Corporation 2

Current Highlights Q3 2019 Financial Results Valued New Products • ® Revenue: Up 9% to $78.7M, reflects $8.7M addition from ARIES MRSA Assay received FDA clearance Flow Cytometry and $6.9M reduction in certain sales to LabCorp • Submitted VERIGENE ® II GI Panel to FDA . Molecular Sample to Answer: +27% • Expect to submit VERIGENE ® II . Licensed Technology Group: +7% Respiratory Panel to FDA by year end . Flow Cytometry: $8.7M revenue Flow is on-track to $45M revenue target in 2019, anticipated growth rate above 10% in 2019. Order timing of ~$3M in Flow Cytometry resulted in slightly lower total revenue than expected in the third quarter NEW AND TRANSFORMATIVE Operating Cash Flow: $9.4M ERA FOR LUMINEX Dividend declared of $0.09 per share ANTICIPATED Amounts in this presentation are GAAP Results. Comparisons are relative to same period in prior year. complexity simplified . | © Copyright 2019 Luminex Corporation 3

Keys To Long-Term Success • Timely commercial launch of new products • Continue to have commercial success in the marketplace • Maintain our position as the gold standard multiplexing platform and continue to support our Partners’ significant investments in this platform • Targeted investments in our R&D pipeline - Further expand VERIGENE ® II menu - Develop content for our Flow Cytometry systems - Additional enhancements to bead-based multiplexing platform • Exhibit strong financial discipline complexity simplified . | © Copyright 2019 Luminex Corporation 4

Financial Overview

Long-Term Financial Targets Long-Term Target* Total Revenue ~$500M Gross Margin ~60% Operating Margin ~20% * Long-term targets don’t include M&A activity. complexity simplified . | © Copyright 2019 Luminex Corporation 6

2019 Guidance and Beyond FULL-YEAR 2019 • Expect to submit VERIGENE ® II Respiratory Panel to REVENUE GUIDANCE: FDA by year end • NextGen xMAP ® System development For the full year 2019, on-track the Company is adjusting its revenue expectations • to a range of $334M to $337M Flow Cytometry acquisition accretive by year-end • As we enter 2020, the company expects stronger organic growth, expanding gross margin, profitability and cash flow complexity simplified . | © Copyright 2019 Luminex Corporation 7

Luminex Investment Highlights New and Transformative Era for Luminex Anticipated as a More Diversified Company, With Strong Organic Growth, Profitability, and Cash Flow MULTI-BILLION DOLLAR MARKETS 80+ PARTNERS Serve life science research Investing in our technology and clinical diagnostics RAZOR / RAZORBLADE Expanding footprint: ROBUST PRODUCT PIPELINE 16,000+ systems sold to date New platforms and opportunities STRONG BALANCE SHEET Quarterly cash dividend complexity simplified . | © Copyright 2019 Luminex Corporation 8

XML

COVER PAGE Document	Nov. 04, 2019
COVER PAGE [Abstract]
Written Communications	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
City Area Code	(512)
Entity Address, Address Line One	12212 Technology Blvd.,
Entity Incorporation, State or Country Code	DE
Entity File Number	000-30109
Document Type	8-K
Document Period End Date	Nov. 04, 2019
Entity Central Index Key	0001033905
Amendment Flag	false
Entity Registrant Name	LUMINEX CORPORATION
Entity Tax Identification Number	74-2747608
Entity Address, City or Town	Austin,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78727
Local Phone Number	219-8020
Trading Symbol	LMNX
Security Exchange Name	NASDAQ
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false