<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
June 30, 2000
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ____ to _____.
Commission File No. 000-30109
________________
LUMINEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-2747608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
_________________
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. Yes /X/ No / /
There were 27,153,126 shares of the Company's Common Stock, par value $.001
per share, outstanding on August 7, 2000.
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Balance Sheets as of June 30, 2000 and
December 31, 1999............................................................... 3
Condensed Statements of Operations for the three and six months ended
June 30, 2000 and 1999.......................................................... 4
Condensed Statements of Cash Flows for the six months ended
June 30, 2000 and 1999.......................................................... 5
Notes to Condensed Financial Statements.............................................. 6
Independent Accountants' Review Report............................................... 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................... 10
Factors That May Affect Future Results............................................... 14
Item 3. Quantitative and Qualitative Disclosure about MarketRisk............................. 22
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................................... 23
SIGNATURES.......................................................................................... 24
</TABLE>
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
LUMINEX CORPORATION
CONDENSED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................ $ 29,536 $ 4,083
Short-term investments................................................... 50,935 4,929
Accounts receivable, net................................................. 1,246 1,341
Inventory................................................................ 1,286 663
Other.................................................................... 1,186 181
----------- -----------
Total current assets................................................ 84,189 11,197
Property and equipment, net.............................................. 1,940 1,369
Other assets............................................................. 39 -
----------- -----------
Total assets........................................................ $ 86,168 $ 12,566
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................... $ 878 $ 373
Accrued liabilities ..................................................... 319 278
Deferred revenue......................................................... 213 120
----------- -----------
Total current liabilities........................................... 1,410 771
Deferred revenue......................................................... 1,259 600
----------- -----------
Total liabilities................................................... 2,669 1,371
Stockholders' equity:
Preferred stock.......................................................... - 28,946
Common stock............................................................. 27 13
Warrants to purchase common stock........................................ 176 180
Additional paid-in capital............................................... 114,091 5,511
Deferred stock compensation.............................................. (1,552) (467)
Accumulated deficit...................................................... (29,243) (22,988)
----------- -----------
Total stockholders' equity.......................................... 83,499 11,195
----------- -----------
Total liabilities and stockholders' equity.......................... $ 86,168 $ 12,566
=========== ===========
</TABLE>
See Independent Accountants' Review Report.
3
<PAGE>
LUMINEX CORPORATON
CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
Product............................................. $ 1,394 $ 579 $ 2,784 $ 853
Grant............................................... - 118 - 383
-------- -------- -------- --------
Total revenue................................... 1,394 697 2,784 1,236
Cost of product revenue............................ 985 267 1,708 346
-------- -------- -------- --------
Gross profit.................................... 409 430 1,076 890
Operating expenses:
Research and development ........................... 2,408 1,305 3,741 2,734
Selling, general and administrative ................ 2,846 961 4,903 1,754
-------- -------- -------- --------
Total operating expenses........................ 5,254 2,266 8,644 4,488
Loss from operations............................ (4,845) (1,836) (7,568) (3,598)
Interest income........................................ 1,201 53 1,313 135
-------- -------- -------- --------
Net loss.................................... $ (3,644) $ (1,783) $ (6,255) $ (3,463)
======== ======== ======== ========
Net loss per share, basic and diluted....... $ (0.13) $ (0.14) $ (0.31) $ (0.26)
======== ======== ======== ========
Shares used in computing net loss per
share, basic and diluted.................... 27,006 13,137 20,206 13,135
</TABLE>
See Independent Accountants' Review Report
4
<PAGE>
LUMINEX CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
2000 1999
---------- ----------
(unaudited)
<S> <C> <C>
Operating activities:
Net loss............................................................................. $ (6,255) $ (3,463)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization.................................................... 380 201
Stock compensation............................................................... 2,080 68
Changes in operating assets and liabilities:
Accounts receivable.............................................................. 95 (479)
Inventory........................................................................ (623) (444)
Other............................................................................ (970) (6)
Accounts payable................................................................. 505 126
Accrued liabilities.............................................................. 23 (126)
Deferred revenue................................................................. 752 414
---------- ----------
Net cash used in operating activities................................................... (4,013) (3,709)
---------- ----------
Investing activities:
Net purchases of short-term investments.............................................. (46,006) -
Purchase of property and equipment................................................... (951) (776)
Other................................................................................ (74) -
---------- ----------
Net cash used in investing activities................................................... (47,031) (776)
---------- ----------
Financing activities:
Proceeds from issuance of common stock............................................... 77,738 4
Stock issuance cost.................................................................. (1,241) -
---------- ----------
Net cash provided by financing activities............................................... 76,497 4
---------- ----------
Increase (decrease) in cash and cash equivalents........................................ 25,453 (4,481)
Cash and cash equivalents, beginning of period.......................................... 4,083 8,537
---------- ----------
Cash and cash equivalents, end of period................................................ $ 29,536 $ 4,056
========== ==========
Supplemental disclosure of noncash activities:
Conversion of preferred stock........................................................ $ 28,946 $ -
Accrued stock issuance cost.......................................................... $ 18 $ -
</TABLE>
See Independent Accountants' Review Report.
5
<PAGE>
LUMINEX CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 1--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared by Luminex Corporation (the "Company") in accordance with generally
accepted accounting principles for interim financial information and the rules
and regulations of the Securities and Exchange Commission. Accordingly, they do
not include certain of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring entries)
considered necessary for a fair presentation have been included. Operating
results for the three and six months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Registration
Statement on Form S-1 (File No. 333-96317) and related Prospectus dated March
30, 2000.
NOTE 2--INVENTORY
Inventories consisted of the following (in thousands):
June 30, December 31,
2000 1999
------- -----------
Parts and supplies........................... $ 1,091 $ 663
Work-in-progress and finished goods ......... 195 -
------- -----------
$ 1,286 $ 663
======= ===========
NOTE 3--INITIAL PUBLIC OFFERING
On March 30, 2000, trading of the Company's common stock on the Nasdaq
National Market commenced in conjunction with the Company's initial public
offering of 4,500,000 shares of common stock at $17 per share. Cash proceeds
from the offering, net of underwriting discounts and commissions, totaled
approximately $71.1 million and were received by the Company upon closing of the
offering on April 4, 2000. Concurrent with the initial public offering, a total
of 841,359 shares of convertible preferred stock, representing all of the
Company's issued and outstanding preferred stock, were converted into 8,768,582
shares of common stock.
On April 27, 2000, the underwriters exercised a portion of their over-
allotment option and purchased an additional 369,000 shares of the Company's
common stock, generating additional proceeds of approximately $5.8 million, net
of underwriting discounts and commissions.
NOTE 4--NET LOSS PER SHARE
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share", basic net loss per share is computed by dividing the net
loss for the period by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed by dividing the net
loss for the period by the weighted average number of common shares and
potentially dilutive common shares outstanding during the period, such as stock
options, warrants and convertible securities, except when the effect is anti-
dilutive.
See Independent Accountants' Review Report.
6
<PAGE>
LUMINEX CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 4--NET LOSS PER SHARE (Continued)
The Company has excluded all convertible preferred stock, outstanding stock
options, outstanding warrants to purchase common stock and shares subject to
repurchase from the calculation of diluted loss per common share because all
such securities are anti-dilutive for all applicable periods presented. The
total number of shares excluded from the calculations of diluted net loss per
share, prior to application of the treasury stock method for options and
warrants, were 3,614,270 and 11,997,450 for the three and six months ended June
30, 2000, respectively, and 10,572,885 and 10,120,932 for the three and six
months ended June 30, 1999, respectively. Such securities, had they been
dilutive, would have been included in the computations of diluted net loss per
share.
Pro forma net loss per share amounts have been computed as described above
and also give effect to common equivalent shares arising from preferred stock
that automatically converted upon the closing of the initial public offering
using the as-if converted method from the original date of issuance.
The following is a reconciliation of the numerator and denominator of basic
and diluted net loss per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net loss per share, basic and diluted:
Net loss................................................................... $ (3,644) $ (1,783) $ (6,255) $ (3,463)
Weighted average shares of common stock outstanding........................ 27,006 13,137 20,206 13,135
Net loss per share, basic and diluted...................................... $ (0.13) $ (0.14) $ (0.31) $ (0.26)
========= ========= ========= =========
Pro forma net loss per share, basic and diluted:
Shares used above....................................................... 27,006 13,137 20,206 13,135
Add: Pro forma adjustment to reflect assumed
conversion of preferred stock..................................... - 7,084 4,336 7,085
--------- --------- --------- ---------
Shares used in computing pro forma net loss per share,
basic and diluted..................................................... 27,006 20,221 24,542 20,220
Pro forma net loss per share, basic and diluted............................ $ (0.13) $ (0.09) $ (0.25) $ (0.17)
========= ========= ========= =========
</TABLE>
See Independent Accountants' Review Report.
7
<PAGE>
LUMINEX CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 5--COMMON STOCK
As of June 30, 2000, there were 27,140,470 shares of common stock issued
and outstanding. This share number includes the conversion of all outstanding
shares of preferred stock on March 30, 2000 into shares of common stock and the
issuance of common stock in the Company's initial public offering. The Company
is authorized to issue 200,000,000 shares of common stock, par value $.001 per
share, and 5,000,000 shares of preferred stock, par value $.001 per share.
In March 2000, the Company effected a 2.04 for 1 stock split of its
outstanding common stock. All common stock and per share amounts have been
adjusted to reflect the stock split as if such split had taken place at the
beginning of the periods presented.
See Independent Accountants' Review Report.
8
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors of
Luminex Corporation
We have reviewed the accompanying condensed balance sheet of Luminex
Corporation as of June 30, 2000, the related condensed statements of operations
for the three and six months then ended and the related condensed statements of
cash flows for the six months then ended. These financial statements are the
responsibility of the Company's management. We did not make a similar review of
the condensed statements of operations for the three and six months ended June
30, 1999 and the condensed statements of cash flows for the six months ended
June 30, 1999.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements at June 30, 2000, and
for the three and six month periods then ended for them to be in conformity with
accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of Luminex Corporation as of
December 31, 1999, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended [not presented herein] and in our
report dated January 28, 2000, except for Notes 4 and 10, as to which the date
is March 9, 2000, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed balance sheet as of December 31, 1999, is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
/s/ Ernst & Young LLP
Austin, Texas
July 20, 2000
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This report contains a number of "forward-looking statements" within the
meaning of the federal securities laws which reflect our current views with
respect to future events and financial performance. These forward-looking
statements are not guarantees of future performance and are subject to certain
risks and uncertainties, including those discussed below, that could cause
actual results to differ materially from historical results or those expressed
or forecast. In this report, the words "anticipates," "believes," "expects,"
"future," "intends" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect only our judgment as of the date hereof.
The following information should be read in conjunction with the condensed
financial statements and the notes thereto included in Item 1 of this report,
our Registration Statement on Form S-1 (File No. 333-96317) and related
Prospectus dated March 30, 2000 and "Factors That May Affect Future Results" in
this report.
Overview
Since inception, we have incurred significant losses and, as of June 30,
2000, we had an accumulated deficit of $29.2 million. We anticipate incurring
additional losses, which may increase, for at least the next 12 months. Prior to
1999, we were considered a development stage company.
We commenced marketing our first generation system, the Luminex R/O system,
in 1997 and our second generation technology, the LabMAPTM system, in 1999.
Revenue on sales of our products is recognized when persuasive evidence of an
agreement exists, delivery has occurred, the fee is fixed and determinable and
collectibility is probable. We expect that each system will generate a recurring
revenue stream from the sale of consumable products. In accordance with the
terms of a federal grant which we have received, grant revenue is recorded as
research expenses relating to the grant are incurred, provided that the amounts
received are not refundable if the research is not successful. In addition, we
expect to generate royalty revenue from some of our strategic partners as they
sell products incorporating our technology or provide services to third parties
using our technology.
Our expenses have consisted primarily of costs incurred in research and
development, manufacturing scale-up and business development and from general
and administrative costs associated with our operations. We expect our research
and development expenses to increase in the future as we continue to develop new
products. Also, our selling and marketing expenses will increase as we continue
to commercialize our products, and general and administrative expenses will
increase as we add personnel, expand our facilities and continue to assume the
obligations of a public reporting company.
We have a limited history of operations. We anticipate that our quarterly
results of operations will fluctuate for the foreseeable future due to several
factors, including market evaluation and acceptance of current or new products,
which may result in a lengthy sales cycle, patent conflicts, the introduction of
new products by our competitors, the timing and extent of our research and
development efforts and the timing of significant orders. Our limited operating
history makes accurate predictions of future operations difficult or impossible.
Our ability to achieve sustained profitability will be dependent upon our
ability to continue to enter into strategic partnerships with companies that
will develop and market products incorporating our technology and market and
distribute our instruments and consumables. Strategic partners will develop
application-specific bioassay kits for use on our instruments that they will
sell to their customers generating royalties for Luminex. Strategic partners
may also perform services for third parties using our technology that will also
result in royalties for Luminex. Some strategic partners will also buy our
products and then resell those products to their customers. To date, we have
entered into strategic partnerships with 17 companies. Although we are actively
seeking to enter into additional strategic partnerships, there can be no
assurance that we will be able to negotiate such additional relationships on
acceptable terms, if at all, or that such current or future strategic
partnerships will be successful and provide us with expected benefits.
10
<PAGE>
Deferred stock compensation represents the difference between the deemed
fair value of our common stock and the exercise price of options or warrants.
For options granted to employees, this difference is calculated as of the grant
date and amortized ratably over the vesting period. For options or warrants
granted to consultants, the difference is recognized as of the vesting date with
adjustments made to the recognized deferred compensation amount up and until
that time based on the market value of our common stock. As a result of stock
options and warrants granted, we recorded $1.3 million and $2.1 million in
deferred stock compensation expense in the second quarter and first six months
of 2000, respectively. Total unamortized deferred stock compensation as of June
30, 2000 was $1.6 million.
Total deferred revenue as of June 30, 2000 was $1.5 million. Short-term
deferred revenue of $213,000 as of June 30, 2000, represented revenues from
instrument sales to customers with a short-term right of return privilege that
had not yet expired. Long-term deferred revenue, which was $1.3 million as of
June 30, 2000, represented upfront payments from our strategic partners to be
applied towards future instrument purchases and future royalty payments. The
amounts recorded as long-term deferred revenue are nonrefundable and will be
recognized as revenue as our strategic partners purchase instruments or apply
such amounts against royalty payments.
Results of Operations
Three Months Ended June 30, 2000 and 1999
Revenue. Product revenue for the three months ended June 30, 2000 increased
141% to $1.4 million from $579,000 for the three months ended June 30, 1999. The
increase was primarily attributable to increased sales of Luminex 100 systems
with 51 systems placed in the second quarter of 2000 compared with 23 systems
placed in the second quarter of 1999. In addition, we placed 46 Luminex XY
Platforms in the second quarter of 2000. Consumable sales increased by $117,000
which is attributable to the increased number of Luminex 100 system placements.
Included in total revenue for the three months ended June 30, 1999 was
$118,000 of revenue associated with a government grant that commenced on January
1, 1999. The grant was temporarily suspended in September 1999 when our joint
venture partner withdrew due to a change in its business strategy. We are
involved in negotiations with the National Institute of Standards and Technology
("NIST") to reinstate the grant effective July 1, 2000 with a new joint venture
partner, the approval of which is expected in the third quarter of 2000. The
extension of the grant is expected to span three additional years and reimburse
Luminex for approximately 49% of total project costs.
A breakdown of revenue for the three months ended June 30, 2000 and 1999 is
as follows (in thousands):
Three Months Ended
June 30,
------------------
2000 1999
------- -------
Instrument sales........................... $ 1,184 $ 509
Consumable sales .......................... 186 69
Grant revenue.............................. -- 118
Other revenue.............................. 24 1
------- -------
Total revenue...................... $ 1,394 $ 697
======= =======
Gross Profit. Gross profit was $409,000 and $430,000 for the three months
ended June 30, 2000 and 1999, respectively. Gross margin (gross profit as a
percentage of total revenue) decreased from 62% for the three months ended June
30, 1999 to 29% for the three months ended June 30, 2000. The decrease in gross
margin during the second quarter was primarily attributable to a reduction in
the average selling price of our instrumentation, resulting from an increase in
discounted sales to strategic partners, an increase in material costs related to
improvements made to our products, higher customer service and maintenance costs
and the absence of NIST grant revenue in the three months ended June 30, 2000.
Research and Development Expense. Research and development expenses were
$2.4 million and $1.3 million for the three months ended June 30, 2000 and 1999,
respectively. The increase was attributable to several factors, including
increased personnel cost of $280,000 due to increased staffing levels during the
three months
11
<PAGE>
ended June 30, 2000, increased consumption of parts and supplies related to the
development of new products and $386,000 of non-cash stock compensation charges
for options issued to consultants.
Selling, General and Administrative Expense. Selling, general and
administrative expenses were $2.8 million and $1.0 million for the three months
ended June 30, 2000 and 1999, respectively. The increase was attributable to
several factors, including increased costs associated with higher sales volumes,
$909,000 of non-cash stock compensation expense, increased personnel costs of
$450,000 due to higher staffing levels and increased facilities costs due to the
continued expansion of our facilities.
Interest Income. Interest income was $1.2 million and $53,000 for the
three months ended June 30, 2000 and 1999, respectively. The increase was
attributable to an increase in the average cash and short-term investment
balances during the three months ended June 30, 2000, resulting from investment
of the proceeds of our initial public offering received in April 2000.
Six Months Ended June 30, 2000 and 1999
Revenue. Product revenue increased 226% for the six months ended June 30,
2000 to $2.8 million from $853,000 for the six months ended June 30, 1999. The
increase was primarily attributable to increased sales of Luminex 100 systems
with 87 systems placed in the first six months of 2000 compared with 31 systems
placed in the first six months of 1999. In addition, we placed 109 Luminex XY
Platforms in the first six months of 2000. Consumable sales increased by
$241,000 which is attributed to the increased number of Luminex 100 system
placements.
Included in total revenue for the six months ended June 30, 1999 was
$383,000 of revenue associated with a government grant that commenced on January
1, 1999. The grant was temporarily suspended in September 1999 when our joint
venture partner withdrew due to a change in its business strategy. We are
involved in negotiations with NIST to reinstate the grant effective July 1, 2000
with a new joint venture partner, the approval of which is expected in the third
quarter of 2000. The extension of the grant is expected to span three additional
years and reimburse Luminex for approximately 49% of total project costs.
A breakdown of revenue for the six months ended June 30, 2000 and 1999 is
as follows (in thousands):
Six Months Ended
June 30,
------------------
2000 1999
------- -------
Instrument sales ........................ $ 2,362 $ 748
Consumable sales ........................ 345 104
Grant revenue............................ -- 383
Other revenue............................ 77 1
------- -------
Total revenue....................... $ 2,784 $ 1,236
======= =======
Gross Profit. Gross profit was $1.1 million and $890,000 for the six months
ended June 30, 2000 and 1999, respectively. Gross margin (gross profit as a
percentage of total revenue) decreased from 72% for the six months ended June
30, 1999 to 39% for the six months ended June 30, 2000. The decrease in gross
margin during the six months ended June 30, 2000 was primarily attributable to a
reduction in the average selling price of our instrumentation resulting from an
increase in discounted sales to strategic partners, an increase in material
costs related to improvements made to our products and the absence of NIST grant
revenue in the first six months of 2000.
Research and Development Expense. Research and development expenses were
$3.7 million and $2.7 million for the six months ended June 30, 2000 and 1999,
respectively. The increase was attributable to several factors, including
increased consumption of parts and supplies related to the development of new
products, increased personnel cost of $600,000 due to increased staffing levels
during the six months ended June 30, 2000 and $475,000
12
<PAGE>
of non-cash stock compensation charges for options issued to consultants.
Selling, General and Administrative Expense. Selling, general and
administrative expenses were $4.9 million and $1.8 million for the six months
ended June 30, 2000 and 1999, respectively. The increase was attributable to
several factors, including $1.6 million of non-cash stock compensation expense,
increased personnel costs of $750,000 due to higher staffing levels and
increased facilities costs due to the continued expansion of our facilities.
Interest Income. Interest income was $1.3 million and $135,000 for the six
months ended June 30, 2000 and 1999, respectively. The increase was attributable
to an increase in the average cash and short-term investment balances during the
six months ended June 30, 2000 resulting from investment of the proceeds of our
initial public offering received in April 2000.
Liquidity and Capital Resources
At June 30, 2000, we held cash, cash equivalents and short-term investments
of $80.5 million and had working capital of $82.8 million. We have funded our
operations to date primarily through the issuance of equity securities. Our cash
reserves are held directly or indirectly in a variety of short-term, interest-
bearing instruments, including obligations of the U.S. Government or agencies
thereof and U.S. corporate debt securities.
Cash used in operations was $2.5 million and $4.0 million for the three and
six months ended June 30, 2000, respectively, compared with $1.5 million and
$3.7 million for the three and six months ended June 30, 1999, respectively. The
net losses for the three and six months ended June 30, 2000 were partially
offset by non-cash charges for stock compensation, depreciation and amortization
of $1.5 million and $2.5 million, respectively, and net increases in accounts
payable, accrued liabilities and deferred revenue of $441,000 and $1.3 million,
respectively.
Purchases of property and equipment for the three and six months ended June
30, 2000 were $495,000 and $951,000, respectively, compared to $271,000 and
$776,000 for the three and six months ended June 30, 1999, respectively.
We expect to have negative cash flow through at least the next four
quarters. We also expect to incur increasing research and development expenses
and selling, general and administrative expenses, including expenses related to
additions to personnel and increased production and commercialization efforts.
Our future capital requirements will depend on a number of factors, including
our success in developing and expanding markets for our products, payments under
possible future strategic arrangements, the availability of government research
grants, continued progress of our research and development of potential
products, the timing and outcome of regulatory approvals, the costs involved in
preparing, filing, prosecuting, maintaining, defending and enforcing patent
claims and other intellectual property rights, the need to acquire licenses to
new technology and the status of competitive products. We believe that our
existing cash, cash equivalents and short term-investments will be sufficient to
fund our operating expenses and capital equipment requirements through at least
December 31, 2001.
We have no credit facility or other committed sources of capital. To the
extent capital resources are insufficient to meet future capital requirements,
we will have to raise additional funds to continue the development of our
technologies. There can be no assurance that funds will be available on
favorable terms, if at all. To the extent that additional capital is raised
through the sale of equity or convertible debt securities, the issuance of those
securities could result in dilution to our stockholders. Moreover, incurring
debt financing could result in a substantial portion of our operating cash flow
being dedicated to the payment of principal and interest on such indebtedness,
could render us more vulnerable to competitive pressures and economic downturns
and could impose restrictions on our operations. If adequate funds are not
available, we may be required to curtail operations significantly or to obtain
funds through entering into agreements on unattractive terms.
13
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FACTORS THAT MAY AFFECT FUTURE RESULTS
We may not be able to successfully implement our business plan or adapt it to
changes in the market.
We are at an early stage of development, and our business model is still
evolving. As a result, we are subject to all of the risks inherent in the
development of new commercial products, such as the need to develop and sustain
a market for our products and to successfully transition from a company with a
research focus to a company capable of supporting commercial activities.
Because we have only recently begun to market our products commercially, we have
generated limited revenues from product sales.
We cannot assure you that we will ever achieve or sustain profitability or that
our operating losses will not increase in the future.
We have incurred operating losses and negative cash flow from operations
since our inception. As of June 30, 2000, we had an accumulated deficit of $29.2
million. For the year ended December 31, 1999 and the six months ended June 30,
2000, we had net losses of $12.6 million and $6.3 million, respectively. We
expect to continue to incur operating and net losses and negative cash flow from
operations, which may increase, for the foreseeable future due in part to
anticipated increases in expenses for research and product development and
expansion of our facilities and sales and marketing capabilities. We anticipate
that our business will generate operating losses until we successfully implement
our commercial development strategy and generate significant additional revenues
to support our level of operating expenses.
If our technology and products do not become widely used in the life sciences
industry, it is unlikely that we will ever become profitable.
Life sciences companies have historically conducted screening and
identification tests using a variety of technologies, including bead-based
screening. However, compared to certain other technologies, our LabMAP
technology is new and unproven, and the use of our technology by life sciences
companies is limited. The commercial success of our technology will depend upon
the adoption of this technology as a method to perform bioassays. In order to be
successful, our products must meet the commercial requirements for bioassays
within the life sciences industry, and we must convince potential customers to
utilize our system instead of competing technologies. Market acceptance will
depend on many factors, including our ability to:
. convince prospective strategic partners and customers that our
technology is an attractive alternative to other technologies for
pharmaceutical, clinical and biomedical testing and analysis;
. manufacture products in sufficient quantities with acceptable quality
and at an acceptable cost; and
. place and service sufficient quantities of our products.
Because of these and other factors, our products may not gain market
acceptance.
Our business plan may not succeed unless we establish meaningful and successful
relationships with our strategic partners.
Our strategy for the development and commercialization of our LabMAP
technology depends in part upon our ability to establish strategic relationships
with a number of partners. Our business plan contemplates that a significant
portion of our future revenues will come from sales of our systems and the
development and sale of bioassay kits utilizing our technology by our strategic
partners, and from use of our technology by our strategic partners in performing
services offered to third parties. This strategy entails a number of risks as
more fully described below.
If we cannot establish and maintain sufficient effective strategic
partnerships, we will not be able to create sufficient market demand for our
products. Our ability to enter into agreements with additional partners depends
in part on convincing them that our technology can help achieve and accelerate
their goals or efforts. This may require substantial time and effort on our
part. We will expend substantial funds and management effort with no assurance
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that a strategic relationship will result. We cannot assure you that we will be
able to negotiate additional strategic agreements in the future on acceptable
terms, if at all, or that current or future partners will not pursue or develop
alternative technologies either on their own or in collaboration with others.
Termination of strategic relationships, or the failure to enter into a
sufficient number of additional agreements on favorable terms, could reduce
sales of our products or lower margins on our products.
If our strategic partners do not effectively develop and market products
based on our technology, our ability to generate revenues will be diminished.
In return for the right to produce bioassay kits incorporating our technology,
our strategic partners will purchase our systems and microspheres from us for
internal use and resale to end-users, and will pay royalties to us based on
revenues they generate from sales of the kits. We expect that we will also
generate revenue from royalties on sales of diagnostic testing services by
strategic partners utilizing our technology. This strategy entails a number of
risks. We believe that our strategic partners will have economic incentives to
develop and market these products, but we cannot predict future sales and
royalty revenues because our existing strategic partner agreements do not
include minimum purchase requirements. The amount of these revenues will depend
on a variety of factors that are outside our control, including the amount and
timing of resources that current and future strategic partners devote to develop
and market products incorporating our technology. Some of the companies we are
targeting as strategic partners offer products competitive with our LabMAP
technology. As a result, competition with these companies may hinder or prevent
strategic relationships. Further, the development and marketing of certain
bioassay kits will require our strategic partners to obtain governmental
approvals, which could delay or prevent their commercialization efforts. If our
current or future strategic partners do not effectively develop and market
products based on our technology and obtain any necessary government approvals,
our revenues from product sales and royalties will be significantly reduced.
The life sciences industry is highly competitive and subject to rapid
technological change, and we may not have the resources necessary to
successfully compete.
We compete with companies in the United States and abroad that are engaged
in the development and production of similar products. We face, and will
continue to face intense competition from companies marketing conventional
testing products based on established technologies and companies developing
their own advanced testing technologies. Many of our competitors have access to
greater financial, technical, research, marketing, sales, distribution, service
and other resources than we do. These organizations may develop technologies
that are superior alternatives to our technologies. Further, our competitors may
be more effective at implementing their technologies to develop commercial
products.
The life sciences industry is characterized by rapid and continuous
technological innovation. We may need to develop new applications for our
products to remain competitive. Our present or future products could be rendered
obsolete or uneconomical by technological advances by one or more of our current
or future competitors. In addition, the introduction or announcement of new
products by us or by others could result in a delay of or decrease in sales of
existing products, as customers evaluate these new products. Our future success
will depend on our ability to compete effectively against current technology as
well as to respond effectively to technological advances.
The intellectual property rights we rely upon to protect the technology
underlying our products may not be adequate, which could enable third parties to
use our technology or very similar technology and could reduce our ability to
compete in the market.
Our success will depend on our ability to obtain, protect and enforce
patents on our technology and to protect our trade secrets. Any patents we own
may not afford meaningful protection for our technology and products. Others may
challenge our patents and, as a result, our patents could be narrowed,
invalidated or rendered unenforceable. In addition, our current and future
patent applications may not result in the issuance of patents in the United
States or foreign countries. Competitors may develop products similar to ours
which are not covered by our patents. Further, there is a substantial backlog of
patent applications at the U.S. Patent and Trademark Office, and the approval or
rejection of patent applications may take several years.
We have obtained a patent in the United States and have pending
applications in certain foreign jurisdictions, except Japan, for our method of
"real time" detection and quantification of multiple analytes from a
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single sample. As a result of a procedural omission, we are unable to obtain
comparable patent protection in Japan. Although we intend to pursue patent
protection in Japan for other aspects of our technology, we may not be able to
prevent competitors from developing and marketing technologies similar to our
LabMAP technology in Japan.
We require our employees, consultants and advisors to execute
confidentiality agreements. However, we cannot guarantee that these agreements
will provide us with adequate protection against improper use or disclosure of
confidential information. In addition, in some situations, these agreements may
conflict with, or be subject to, the rights of third parties with whom our
employees, consultants or advisors have prior employment or consulting
relationships. Further, others may independently develop substantially
equivalent proprietary information and techniques, or otherwise gain access to
our trade secrets. Our failure to protect our proprietary information and
techniques may inhibit or limit our ability to exclude certain competitors from
the market.
In order to protect or enforce our patent rights, we may have to initiate
legal proceedings against third parties, such as infringement suits or
interference proceedings. These legal proceedings could be expensive, take
significant time and divert management's attention from other business concerns.
If we lose, we may lose the benefit of some of our intellectual property rights,
the loss of which may inhibit or remove our ability to exclude certain
competitors from the market. We may also provoke these third parties to assert
claims against us. The patent position of companies like ours generally is
highly uncertain, involves complex legal and factual questions, and has recently
been the subject of much litigation. No consistent policy has emerged from the
U.S. Patent and Trademark Office or the courts regarding the breadth of claims
allowed or the degree of protection afforded under patents like those we own.
Our success will depend partly on our ability to operate without infringing on
or misappropriating the proprietary rights of others.
We may be sued for infringing on the intellectual property rights of
others. In addition, we may find it necessary, if threatened, to initiate a
lawsuit seeking a declaration from a court that we do not infringe the
proprietary rights of others or that these rights are invalid or unenforceable.
Intellectual property litigation is costly, and, even if we prevail, the cost of
such litigation could affect our profitability. In addition, litigation is
time consuming and could divert management attention and resources away from our
business. If we do not prevail in any litigation, in addition to any damages we
might have to pay, we could be required to stop the infringing activity or
obtain a license. Any required license may not be available to us on acceptable
terms, or at all. In addition, some licenses may be nonexclusive, and therefore,
our competitors may have access to the same technology licensed to us. If we
fail to obtain a required license or are unable to design around a patent, we
may be unable to sell some of our products, which could have a material adverse
affect on our business, financial condition and results of operations.
We are aware of a European patent granted to Dr. Ioannis Tripatzis, which
covers certain testing agents and certain methods of their use. Dr. Tripatzis
has publicly stated his belief that his patent covers aspects of our technology.
This patent expires in 2004. We cannot assure you that a dispute with Dr.
Tripatzis will not arise or that any dispute with him will be resolved in our
favor.
We have only produced our products in limited quantities, and we may experience
manufacturing problems or delays that could limit the growth of our revenue.
We currently produce products incorporating our LabMAP technology in
limited quantities. If we successfully develop and introduce these products to
the marketplace, we may not be able to produce sufficient quantities at an
acceptable cost. In addition, we may encounter difficulties in production due
to, among other things, quality control and assurance and component supply.
These difficulties could result in reduced sales of our products, increased
repair or re-engineering costs due to product returns and defects as well as
increased expenses due to switching to alternative suppliers, all of which could
damage our industry reputation and hurt our profitability.
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Because we have limited sources of production and components, our ability to
produce and supply our products could be impaired.
We have limited experience producing products for commercial purposes. We
presently outsource most of the assembly of our products to a contract
assembler. In addition, certain key components of our product line are currently
purchased from a limited number of outside sources and may only be available
through a few sources. We do not have agreements with any of our suppliers. Our
reliance on our suppliers and contract assembler exposes us to risks including:
. the possibility that one or more of our suppliers or our assembler
could terminate their services at any time without penalty;
. the potential inability of our suppliers to obtain required
components;
. the potential delays and expenses of seeking alternative sources of
supply or manufacturing services; and
. reduced control over pricing, quality and timely delivery due to the
difficulties in switching to alternative suppliers or assemblers.
Consequently, in the event that supplies of components or work performed by our
assembler are delayed or interrupted for any reason, our ability to produce and
supply our products could be impaired.
We have limited experience in selling and marketing our products and may not be
able to develop and maintain a direct sales and marketing force that can meet
our customers' needs.
We intend to sell a portion of our products through our own sales force. We
have limited experience in direct marketing, sales and distribution. Our future
profitability will depend in part on our ability to further develop and maintain
a direct sales and marketing force to sell our products to our customers. Our
products are technical in nature. As a result, we believe it is necessary to
develop and maintain a direct sales force that includes people with scientific
backgrounds and expertise. Competition for such employees is intense. We may not
be able to attract and retain qualified salespeople or be able to build an
efficient and effective sales and marketing force. Failure to attract or retain
qualified salespeople or to build and maintain an efficient and effective sales
and marketing force could negatively impact sales of our products, thus reducing
our revenues and profitability.
If we cannot provide quality customer service, we could lose customers and our
operating results could suffer.
Our inability to attract, train or retain a sufficient number of highly
qualified customer support and technical services personnel may cause our
business and prospects to suffer. We may need to increase our customer service
staff further to support expected new customers as well as the expanding needs
of existing customers. The introduction of our products to new customers, the
integration of our technology into our customers' existing systems and the
ongoing customer support can be complex. Accordingly, we need highly trained
customer support and technical personnel. Hiring customer support and technical
personnel is very competitive in our industry due to the limited number of
people available with the necessary technical skills and understanding of our
systems and services.
Our business plan contemplates a period of rapid and substantial growth that
will place a strain on our administrative and operational infrastructure.
We increased the number of our employees from 47 at December 31, 1998 to
105 at July 31, 2000. Our ability to manage effectively our operations and
growth requires us to continue to improve our operational, financial and
management controls, reporting systems and procedures. We may not successfully
implement improvements to our management information and control systems in an
efficient or timely manner and may discover deficiencies in existing systems and
controls.
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Our research and development efforts may not produce commercially viable
products.
We intend to devote significant personnel and financial resources to
research and development activities designed to advance the capabilities of and
develop new products based on our LabMAP technology. Some of these research and
development activities will be conducted by others. We may never realize any
benefits from such research and development activities.
Our success will depend on our ability to retain principal members of our
management and scientific staff.
We depend on the principal members of our management and scientific staff.
The loss of services of any of these persons could delay or reduce our product
development and commercialization efforts. In addition, recruiting and retaining
qualified scientific personnel to perform future research and development work
will be critical to our success. There is a shortage in our industry of
qualified management and scientific personnel, and competition for these
individuals is intense. There can be no assurance that we will be able to
attract additional and retain existing personnel.
If we fail to comply with the extensive governmental regulations that affect our
business, we could be subject to enforcement actions, injunctions and civil and
criminal penalties that could delay or prevent marketing of our products.
The production, labeling, distribution and marketing of our products for
some purposes and products based on our technology expected to be produced by
our strategic partners are subject to governmental regulation by the United
States Food and Drug Administration in the United States and by similar agencies
in other countries. Some of our products and products based on our technology
expected to be produced by our strategic partners for in vitro diagnostic
purposes are subject to approval or clearance by the FDA prior to marketing for
commercial use. No such approvals or clearances have yet been obtained by us or
by any of our strategic partners. The process of obtaining necessary FDA
clearances or approvals can be time-consuming, expensive and uncertain. Further,
clearance or approval may place substantial restrictions on the indications for
which the product may be marketed or to whom it may be marketed. In addition, we
are also required to comply with FDA requirements relating to laser safety.
Approved or cleared products are subject to continuing FDA requirements
relating to quality control and quality assurance, maintenance of records and
documentation and labeling and promotion of medical devices. Our inability, or
the inability of our strategic partners, to obtain required regulatory approval
or clearance on a timely or acceptable basis could harm our business. In
addition, failure to comply with applicable regulatory requirements could
subject us or our strategic partners to enforcement action, including product
seizures, recalls, withdrawal of clearances or approvals, restrictions on or
injunctions against marketing our products or products based on our technology,
and civil and criminal penalties.
Medical device laws and regulations are also in effect in many countries
outside the United States. These range from comprehensive device approval
requirements for some or all of our medical device products to requests for
product data or certifications. The number and scope of these requirements are
increasing. Failure to comply with applicable federal, state and foreign
medical device laws and regulations may harm our business, financial condition
and results of operations. We are also subject to a variety of other laws and
regulations relating to, among other things, environmental protection and work
place safety.
If we become subject to product liability claims, we may be required to pay
damages that exceed our insurance coverage.
Our business exposes us to potential product liability claims that are
inherent in the testing, production, marketing and sale of human diagnostic and
therapeutic products. While we believe that we are reasonably insured against
these risks, there can be no assurance that we will be able to obtain insurance
in amounts or scope sufficient to provide us with adequate coverage against all
potential liabilities. A product liability claim in excess of our insurance
coverage or a recall of one of our products would have to be paid out of our
cash reserves.
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Some of our programs are partially supported by government grants, which may be
reduced, withdrawn or delayed.
We have received and expect to continue to receive funds under United
States government research and technology development programs. Funding by the
government may be significantly reduced in the future for a number of reasons.
For example, some programs are subject to a yearly appropriations process in
Congress. Additionally, we may not receive funds under existing or future grants
because of budgeting constraints of the agency administering the program. We
cannot assure you that we will receive significant funding under government
grants.
A portion of our sales have been to universities, government research
laboratories, private foundations and other institutions, where funding is
dependent on grants from government agencies such as the National Institutes of
Health. The funding associated with approved NIH grants for instrumentation
generally becomes available at particular times of the year, as determined by
the government. Although research funding has increased during the past several
years, grants have, in the past, been frozen for extended periods or have
otherwise become unavailable to various institutions, sometimes without advance
notice. Furthermore, increasing political pressures in the United States to
reduce or eliminate budgetary deficits may result in reduced allocations to the
NIH and the other government agencies that fund research and development
activities. If government funding, especially NIH grants, necessary to purchase
our products were to become unavailable to researchers for any extended period
of time or if overall research funding were to decrease, our sales could
decline.
Because we receive revenues principally from life science companies, the capital
spending policies of these entities have a significant effect on the demand for
our products.
Our customers include pharmaceutical, biotechnology, chemical and
industrial companies, and the capital spending policies of these companies can
have a significant effect on the demand for our products. These policies are
based on a wide variety of factors, including the resources available for
purchasing research equipment, the spending priorities among various types of
research equipment and the policies regarding capital expenditures during
recessionary periods. Any decrease in capital spending by life sciences
companies could cause our revenues to decline and impact our profitability.
If third-party payors increasingly restrict payments for health care expenses,
we may experience reduced sales which would hurt our business and our business
prospects.
Third-party payors, such as government entities, health maintenance
organizations and private insurers, are restricting payments for health care.
These restrictions may decrease demand for our products and the price we can
charge. Increasingly, Medicaid and other third-party payors are challenging the
prices charged for medical services, including clinical diagnostic tests. They
are also attempting to contain costs by limiting coverage and the reimbursement
level of tests and other health care products. Without adequate coverage and
reimbursement, consumer demand for tests will decrease. Decreased demand could
cause sales of our products, and sales and services by our strategic partners,
to fall. In addition, decreased demand could place pressure on us or our
strategic partners to lower prices on these products or services, resulting in
lower margins. Reduced sales or margins by us or our strategic partners would
hurt our business, profitability and business prospects.
Our products have lengthy sales cycles, which could cause our operating results
to fluctuate significantly from quarter to quarter.
The sale of bioassay testing devices typically involves a significant
technical evaluation and commitment of capital by customers. Accordingly, the
sales cycle associated with our products typically is lengthy and subject to a
number of significant risks, including customers' budgetary constraints and
internal acceptance reviews that are beyond our control. Due to this lengthy and
unpredictable sales cycle, our operating results could fluctuate significantly
from quarter to quarter. We expect to continue to experience significant
fluctuations as a result of a variety of factors, many of which are outside of
our control. The following factors could affect our operating results:
. market acceptance of our products;
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. the timing and willingness of strategic partners to develop and
commercialize products based on our technology which would result in
royalties;
. expiration of contracts with strategic partners or government research
grants, which may not be renewed or replaced; and
. general and industry specific economic conditions, which may affect
our strategic partners' research and development expenditures.
A large portion of our expenses, including expenses for facilities,
equipment and personnel, are relatively fixed. Accordingly, if revenues decline
or do not grow as anticipated, we might not be able to correspondingly reduce
our operating expenses. In addition, we have significantly increased operating
expenses in 2000. Failure to achieve anticipated levels of revenues could
therefore significantly harm our operating results for a particular fiscal
period.
Due to the possibility of fluctuations in our revenues and expenses,
quarter-to-quarter comparisons of our operating results may not be a good
indication of our future performance. Our operating results in some quarters may
not meet the expectations of stock market analysts and investors. In that case,
our stock price would probably decline.
Our stock price has been and could continue to be volatile.
The trading price of our common stock has been and is likely to continue to
be highly volatile and subject to wide fluctuations in price. This volatility
is in response to various factors, many of which are beyond our control,
including:
. actual or anticipated variations in quarterly operating results from
historical results or estimates of results prepared by securities
analysts;
. announcements of technological innovations by us or our competitors;
. new products or services introduced or announced by us or our
competitors;
. changes in financial estimates by securities analysts;
. conditions or trends in the biotechnology and pharmaceutical
industries;
. announcements by us of significant acquisitions, strategic
partnerships, joint ventures or capital commitments;
. additions or departures of key personnel; and
. sales of our common stock.
In addition, the stock market in general, and the Nasdaq National Market
and the market for technology companies in particular, has experienced
significant price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies. Further, there
has been particular volatility in the market prices of securities of life
sciences companies. These broad market and industry factors may seriously harm
the market price of our common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted. A
securities class action suit against us could result in substantial costs,
potential liabilities and the diversion of management's attention and resources.
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Our directors and executive officers have substantial control over Luminex,
which could delay or prevent a merger or other change in control transaction.
Our directors and executive officers beneficially owned approximately 43.0%
of our outstanding common stock as of July 31, 2000. These persons will be able
to exercise significant influence over all matters requiring stockholder
approval, including the election of directors and the approval of significant
corporate transactions. This concentration of ownership may also delay or
prevent a change in control of the company even if beneficial to our
stockholders.
Future sales of our common stock may depress our stock price.
The market price of our common stock could decline as a result of sales of
substantial amounts of our common stock in the public market, or the perception
that these sales could occur. In addition, these factors could make it more
difficult for us to raise funds through future offerings of common stock. There
were 27,153,126 shares of common stock outstanding as of July 31, 2000. The
4,869,000 shares of common stock sold in our initial public offering are freely
transferable without restriction or further registration under the Securities
Act of 1933, except for any shares purchased by our "affiliates." Substantially
all the remaining shares of common stock are subject to lock-up agreements that
prohibit the sale of such shares before September 26, 2000. After this date,
these shares may be sold without registration under the Securities Act of 1933
to the extent permitted by Rule 144 or other exemptions under the Securities Act
of 1933.
At August 7, 2000, approximately 2.4 million shares of our common stock
that have been issued or are issuable under vested stock options were eligible
for sale at any time without registration under the Securities Act of 1933.
After September 26, 2000, we intend to register approximately 6.8 million shares
of our common stock which are reserved for issuance under our stock option
plans, including approximately 4.2 million shares issuable upon exercise of
options granted prior to July 31, 2000. Once we register these shares, they can
be sold in the public market upon issuance, subject to restrictions under the
securities laws applicable to resales by affiliates.
Anti-takeover provisions in our charter and bylaws and Delaware law could make a
third-party acquisition of us difficult.
Our certificate of incorporation and bylaws contain provisions that could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. These provisions could limit the price that
investors might be willing to pay in the future for shares of our common stock.
We are also subject to certain provisions of Delaware law that could delay,
deter or prevent a change in control of us.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our interest income is sensitive to changes in the general level of U.S.
interest rates, particularly since the majority of our investments are in short-
term instruments held to maturity. Due to the nature of our short-term
investments, we have concluded that there is no material market risk exposure.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The exhibit listed in the accompanying Exhibit Index is filed as part
of this Quarterly Report on Form 10-Q.
(b) Reports on Form 8-K.
The Company did not file any report on Form 8-K during the three months
ended June 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on August 9, 2000.
LUMINEX CORPORATION
By: /s/ Michael L. Bengtson
--------------------------------------------
Michael L. Bengtson
Executive Vice President and General Counsel
By: /s/ James L. Persky
-------------------------------------------
James L. Persky
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description Of Document
------ -----------------------
27.1 Financial Data Schedule.
25
