UROCOR INC, 10-Q, 2000-11-02

UROCOR INC
10-Q, 2000-11-02
MEDICAL LABORATORIES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------

FORM 10-Q

(MARK ONE)

<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR

<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>

FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER 0-28328

------------------------

UROCOR, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 75-2117882
(State of incorporation) (IRS Employer Identification No.)

840 RESEARCH PARKWAY, OKLAHOMA CITY, OK 73104
(Address of principal executive (zip code)
offices)
</TABLE>

(405) 290-4000
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)

------------------------

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 / /

The number of shares of issuer's Common Stock, $.01 par value, outstanding
on October 31, 2000 was 9,813,511 shares.

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<PAGE>
UROCOR, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2000

INDEX

PART I--FINANCIAL INFORMATION

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)................... 3
Consolidated Balance Sheets as of September 30, 2000
and December 31, 1999............................... 3
Consolidated Statements of Operations for the three
and nine months ended September 30, 2000 and 1999... 4
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999............ 5
Notes to Unaudited Interim Consolidated Financial
Statements--September 30, 2000...................... 6-9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................ 10-15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK............................................... 15

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.................................. 15

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......... 15

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................... 16

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS................................................... 16

ITEM 5. OTHER INFORMATION.................................. 16-25
Cautionary Statements

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................... 25

Signatures.................................................. 26
</TABLE>

2
<PAGE>
PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UROCOR, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 6,730,920 $ 5,259,218
Short-term marketable investments......................... 2,629,414 3,107,392
Accounts receivable, net of allowance for doubtful
accounts of $5,808,844 at September 30, 2000 and
$5,173,414 at December 31, 1999......................... 11,410,789 11,032,693
Prepaid expenses.......................................... 683,848 824,164
Laboratory supplies, at average cost...................... 504,045 616,087
Inventory................................................. 552,491 210,013
Deferred tax asset--current, net.......................... 3,492,882 3,817,722
Other current assets...................................... 1,128,793 782,962
----------- -----------
Total current assets.................................... 27,133,182 25,650,251
----------- -----------
LONG-TERM MARKETABLE INVESTMENTS............................ -- 2,687,292
PROPERTY AND EQUIPMENT, net................................. 9,958,458 8,868,120
NON-CURRENT DEFERRED TAX ASSET, net......................... 1,133,719 1,842,018
GOODWILL, net of accumulated amortization of $90,261 at
September 30, 2000........................................ 3,910,453 --
INTANGIBLE AND OTHER ASSETS, net............................ 4,243,187 3,114,094
----------- -----------
Total assets............................................ $46,378,999 $42,161,775
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 2,597,064 $ 3,457,851
Accrued compensation...................................... 952,230 401,657
Current installments of obligations under capital
leases.................................................. -- 8,454
Accrued contract payments................................. 500,000 --
Other accrued liabilities................................. 334,742 162,768
----------- -----------
Total current liabilities............................... 4,384,036 4,030,730
LONG-TERM DEBT.............................................. 175,000 --
DEFERRED COMPENSATION....................................... 475,660 256,810
----------- -----------
Total liabilities....................................... 5,034,696 4,287,540
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 6,000,000
shares at September 30, 2000 and at December 31, 1999;
no shares issued and outstanding at September 30, 2000
or at December 31, 1999................................. -- --
Common stock, $.01 par value, authorized 20,000,000 shares
at September 30, 2000 and at December 31, 1999;
11,003,365 shares issued at September 30, 2000 and
10,769,102 shares issued at December 31, 1999........... 110,034 107,691
Additional paid-in capital................................ 59,399,429 59,265,256
Common stock held in treasury at cost, 1,194,604 shares at
September 30, 2000 and 1,576,266 at December 31,
1999.................................................... (5,397,308) (7,174,508)
Accumulated deficit....................................... (12,767,852) (14,324,204)
----------- -----------
Total stockholders' equity.............................. 41,344,303 37,874,235
----------- -----------
Total liabilities and stockholders' equity.............. $46,378,999 $42,161,775
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

3
<PAGE>
UROCOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE................................... $13,028,017 $11,011,169 $37,388,719 $34,583,386
OPERATING EXPENSES:
Direct cost of services and products.... 5,280,888 4,531,157 14,313,833 14,226,350
Selling, general and administrative
expenses.............................. 6,434,802 5,984,941 19,864,489 18,587,824
Research and development................ 290,468 443,794 1,075,920 1,251,808
Special charges......................... -- -- -- 7,409,777
----------- ----------- ----------- -----------
Total operating expenses.............. 12,006,158 10,959,892 35,254,242 41,475,759
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS)................... 1,021,859 51,277 2,134,477 (6,892,373)

OTHER:
Interest, net........................... 156,976 191,138 493,247 677,372
Other expense........................... (9,425) (3,317) (38,225) (46,349)
----------- ----------- ----------- -----------
Total other income, net............... 147,551 187,821 455,022 631,023
----------- ----------- ----------- -----------
Income (loss) before income taxes......... 1,169,410 239,098 2,589,499 (6,261,350)
Income tax provision (benefit)............ 477,743 84,879 1,033,138 (2,165,086)
----------- ----------- ----------- -----------
NET INCOME (LOSS)......................... $ 691,667 $ 154,219 $ 1,556,361 $(4,096,264)
=========== =========== =========== ===========

NET INCOME (LOSS) PER SHARE:
Basic:
Net Income (Loss) Per Common Share...... $ .07 $ .02 $ .16 $ (.41)
=========== =========== =========== ===========
Weighted Average Common and Common
Equivalent Shares Outstanding......... 9,802,850 9,663,827 9,646,997 10,076,512
=========== =========== =========== ===========
Diluted:
Net Income (Loss) Per Common Share--
Assuming Dilution..................... $ .07 $ .02 $ .16 $ (.41)
=========== =========== =========== ===========
Weighted Average Common and Common
Equivalent Shares
Outstanding--Assuming Dilution........ 10,185,454 10,105,526 9,924,703 10,076,512
=========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

4
<PAGE>
UROCOR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 1,556,361 $(4,096,264)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization........................... 2,265,585 2,101,835
Deferred income tax provision (benefit)................. 1,033,138 (2,165,086)
Deferred compensation expense........................... 218,850 6,864
Stock option compensation expense....................... 6,189 186,401
Loss on disposition of equipment........................ 4,818 46,349
Loss on asset write downs............................... 8,333 3,226,846
Changes in assets and liabilities:
(Increase) decrease in accounts receivable.............. (378,096) 5,434,616
Decrease in prepaid expense............................. 207,892 701,368
(Increase) decrease in laboratory supplies.............. 112,042 (116,626)
(Increase) decrease in inventory........................ (299,094) 25,283
(Increase) decrease in other current assets............. (345,831) 392,646
Decrease in accounts payable............................ (1,126,527) 25,396
Increase in accrued compensation........................ 550,573 230,482
Increase (decrease) in accrued liabilities.............. 171,974 (144,702)
----------- -----------
Net cash provided by operating activities............. 3,986,207 5,855,408
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of short-term marketable investments......... 477,978 2,672,461
Maturities of long-term marketable investments.......... 2,687,292 287,695
Cash acquired in acquisition of subsidiary.............. 30,543 --
Cash paid for acquisition of subsidiary................. (650,000) --
Capital expenditures.................................... (2,597,133) (4,454,706)
Investment in distributor of ProstaSeed product......... (250,000) --
Milestone payments for therapeutic product.............. (1,250,000) --
Intangibles and other assets............................ (951,458) (691,880)
----------- -----------
Net cash used in investing activities................. (2,502,778) (2,186,430)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee stock purchase plan.............. 55,687 63,065
Repurchases of Common Stock............................. (397,099) (5,127,743)
Proceeds from exercise of stock options................. 311,139 106,758
Proceeds from exercise of warrants...................... 27,000 --
Principal payments under capital lease obligations...... (8,454) (185,326)
----------- -----------
Net cash used in financing activities................. (11,727) (5,143,246)
----------- -----------
Net increase (decrease) in cash and cash equivalents........ 1,471,702 (1,474,268)
CASH AND CASH EQUIVALENTS, beginning of year................ 5,259,218 11,034,123
----------- -----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 6,730,920 $ 9,559,855
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest.................................. $ -- $ 8,386
Cash paid for income taxes.............................. $ -- $ 300,000
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Obligations under therapeutic product distribution
agreement............................................. $ 500,000 $ --
Current debt assumed in acquisition of subsidiary....... $ 265,740 $ --
Long-term liabilities assumed in acquisition of
subsidiary............................................ $ 175,000 $ --
Issuance of 477,700 common shares in acquisition of
subsidiary............................................ $ 1,910,800 $ --
</TABLE>

The accompanying notes are an integral part of these financial statements.

5
<PAGE>
UROCOR, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2000

NOTE 1--BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all 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 items) considered necessary for a fair presentation have
been included. These interim financial statements should be read in conjunction
with the financial statements and notes included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999 filed with the Securities and
Exchange Commission on March 10, 2000.

The consolidated financial statements include the accounts of all
majority-owned subsidiaries. All significant intercompany transactions have been
eliminated. Operating results for the nine month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the full
year ending December 31, 2000.

NOTE 2--INVESTMENTS:

Pursuant to the Company's investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years. These securities are considered available-for-sale as of September 30,
2000 and December 31, 1999. The Company considers any net unrealized gain or
loss on these investments to be temporary, and reflects such gains or losses as
a component of stockholders' equity. As of September 30, 2000 and December 31,
1999, there was not a material net unrealized gain or loss on these investments.

NOTE 3--COMMITMENTS AND CONTINGENCIES:

In July 1998 and March 1999, the Company received Civil Investigative
Demands ("CID") from the Department of Justice ("DOJ"). If the DOJ were to
pursue and prevail on matters that may arise from this investigation, any
significant recoupment of funds or civil or criminal penalty or exclusion from
federal and state health care programs potentially resulting from such
proceedings could have a material adverse effect on the financial condition and
results of operations of the Company.

NOTE 4--SPECIAL CHARGES:

During the second quarter of 1999, the Company recognized special charges
consisting of the following:

<TABLE>
<S> <C>
Increased provision for accounts receivable............. $3,941,833
Information systems restructuring costs................. 2,893,700
Settlement of certain Urology Support Services ("USS")
claims................................................ 348,146
Severance costs for workforce reduction................. 226,098
----------
Total special charges................................... $7,409,777
==========
</TABLE>

During the second quarter of 1999, the Company discontinued certain managed
care and payor related marketing programs and identified significantly aged
segments of its accounts receivable for which the likelihood of collectibility
was doubtful, or the processing cost could exceed the expected benefit.
Accordingly, a provision of $3,941,833 was made for those receivable balances.

6
<PAGE>
UROCOR, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

SEPTEMBER 30, 2000

NOTE 4--SPECIAL CHARGES: (CONTINUED)
During the second quarter of 1999, the Company accelerated an information
systems initiative to increase productivity, decrease costs and more efficiently
collect billings. As a result of this new operational focus on information
systems, the Company restructured its information systems function and
terminated certain existing systems and internal software development projects.
The write-offs for systems and software projects related to this restructuring
totaled $2,893,700. Severance and outplacement costs associated with
restructuring this function and ending certain development projects totaled
$226,098 for seven people employed by the information systems function and three
people employed in other areas of the Company that were involved in terminated
projects.

At the end of the third quarter of 1998, the Company exited the USS business
and accrued estimated costs associated with exiting this business. During the
second quarter of 1999, the Company settled claims by two of the former clients
of the USS business, which together with legal fees incurred by the Company
resulted in costs of $348,146 in excess of amounts that had been previously
accrued for these purposes.

NOTE 5--STOCK REPURCHASE PROGRAM:

On April 20, 1999, the Board of Directors of the Company authorized the
repurchase by the Company of up to $10 million of UroCor common stock.
Management expects that the repurchase program will be conducted from time to
time on the open market or in privately negotiated transactions, depending upon
market conditions, securities regulations and other factors. As of October 26,
2000, the Company had repurchased approximately $7.6 million (or approximately
1.7 million shares) of common stock and reissued 477,700 treasury shares for the
acquisition of Mills Biopharmaceuticals, Inc. Management also expects that,
depending upon the number of shares purchased, the Company may elect to
supplement its cash position with new debt.

NOTE 6--ACQUISITION

On April 17, 2000, UroCor acquired Mills Biopharmaceuticals, Inc., the
manufacturer of UroCor's ProstaSeed-Registered Trademark- I-125 sources for
radiation treatment of prostate cancer. The terms of the purchase agreement
called for a combination of $650,000 cash, assumption of certain liabilities and
the issuance of 477,700 shares of treasury stock described above for a total
value of $4.3 million, including the milestone payments previously made, in
addition to certain royalty payments dependent upon the achievement of future
sales levels. Under the agreement, Dr. Stanley Mills, Mills Biopharmaceuticals'
president and founder, was appointed UroCor's Vice President Product Development
for radiation therapies subject to a separate employment agreement and the
Company agreed to lease the production facilities from Dr. Mills. This
acquisition has been accounted for under the purchase method of accounting. The
Company has made a preliminary allocation of the purchase price based on
estimated fair values at date of acquisition, pending final determination of
certain acquired balances. This preliminary allocation has resulted in acquired
goodwill of approximately $4.0 million, which is being amortized over 20 years.
The results of the acquired businesses have been included in the consolidated
financial statements since the acquisition date.

NOTE 7--SEGMENT REPORTING:

Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information", requires selected
information about reportable segments in interim financial reports that is
consistent with that made available to management to assess financial

7
<PAGE>
UROCOR, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

SEPTEMBER 30, 2000

NOTE 7--SEGMENT REPORTING: (CONTINUED)
performance. With the regulatory approvals for two therapeutic products
occurring in the first quarter of 2000 and the purchase of manufacturing
capabilities of Mills Biopharmaceuticals, described above, the Company is now
operating in two reportable segments--1) diagnostic services and 2) therapeutic
products. The diagnostic services segment provides testing services to
urologists for diagnosing, selecting appropriate therapies and managing patients
with urologic diseases. The therapeutic products segment now offers
ProstaSeed-Registered Trademark- for early stage prostate cancer and PACIS
BCG-Registered Trademark- for bladder cancer; the therapeutic revenue activity
prior to 2000 was related to a co-promotion agreement with Zeneca, Inc., which
entailed the Company's sales force selling two prostate cancer products to
urologists, however, the Company had no other direct costs related to sales of
these co-promotion products. The Company's management evaluates performance
based on several factors. However, the primary measurement focus is "Gross
Profit" (revenue less direct costs) and "Operating Income", excluding special
charges and any other unusual items. The accounting policies of the segments are
the same as those described in the summary of significant accounting policies
contained in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 1999. Corporate expenses
include overhead expenses not allocated to specific business segments, including
administrative expenses and information services expenses. The expenses that are
allocated to business segments after the gross profit calculation to result in
the operating income figures include sales and marketing expenses, certain
administrative expenses directly attributable to the segments and bad debt
expense. Asset information by segment is not reported, because the Company does
not yet produce such information internally. The following table presents
information about the Company's segments for the three and nine months ended
September 30, 2000 and 1999:

<TABLE>
<CAPTION>
DIAGNOSTIC THERAPEUTIC
SERVICES PRODUCTS TOTAL
----------- ----------- -----------
<S> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30, 2000:
Revenue................................................ $12,474,255 $ 553,762 $13,028,017
Gross Profit........................................... $ 8,163,427 $ (416,298) $ 7,747,129
Operating Income (Loss)................................ $ 4,323,867 $(1,286,409) $ 3,037,458
THREE MONTHS ENDED SEPTEMBER 30, 1999:
Revenue................................................ $10,051,210 $ 959,959 $11,011,169
Gross Profit........................................... $ 5,694,870 $ 785,142 $ 6,480,012
Operating Income (Loss)................................ $ 1,934,670 $ 274,310 $ 2,208,980
NINE MONTHS ENDED SEPTEMBER 30, 2000:
Revenue................................................ $36,499,981 $ 888,738 $37,388,719
Gross Profit........................................... $23,620,708 $ (545,822) $23,074,886
Operating Income (Loss)................................ $11,279,399 $(2,815,229) $ 8,464,170
NINE MONTHS ENDED SEPTEMBER 30, 1999:
Revenue................................................ $32,517,404 $ 2,065,982 $34,583,386
Gross Profit........................................... $18,920,471 $ 1,436,565 $20,357,036
Operating Income....................................... $ 6,766,071 $ 384,181 $ 7,150,252
</TABLE>

8
<PAGE>
UROCOR, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

SEPTEMBER 30, 2000

NOTE 7--SEGMENT REPORTING: (CONTINUED)
Reconciliation of operating income above to corresponding totals in the
accompanying financial statements:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ------------------------
2000 1999 2000 1999
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Total for reportable segments........ $3,037,458 2,208,980 $8,464,170 $ 7,150,252
Less: Special charges................ -- -- -- 7,409,777
Corporate expenses.............. 2,015,599 2,157,703 6,329,693 6,632,848
---------- ---------- ---------- -----------
Operating income..................... $1,021,859 $ 51,277 $2,134,477 $(6,892,373)
========== ========== ========== ===========
</TABLE>

NOTE 8--BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE:

Basic earnings per share of common stock has been computed on the basis of
the weighted average number of shares outstanding during each period. The
diluted net income per share of common stock includes the dilutive effect of the
outstanding stock options and warrants.

For the nine months ended September 30, 1999, the otherwise dilutive impact
of outstanding stock options and warrants is excluded from the computation of
Diluted Net Loss Per Share because such impact is antidilutive in the period of
a net loss (i.e., consideration of such shares would result in a lower Diluted
Net Loss Per Share in comparison to the Basic Net Loss Per Share).

The following table summarizes the calculation of basic earnings per share
("EPS") and the diluted EPS components:

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED SEPTEMBER 30,
2000 1999
-------------------------------------- --------------------------------------
INCOME SHARES INCOME SHARES
(NUMERATOR) (DENOMINATOR) EPS (NUMERATOR) (DENOMINATOR) EPS
----------- ------------- -------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Net income/shares...................... $691,667 9,802,850 $154,219 9,663,827
Basic EPS.............................. $.07 $.02
Effect of Dilutive Securities (stock
options/ warrants)................... 382,604 441,699
Adjusted net income/shares............. $691,667 10,185,454 $154,219 10,105,526
Diluted EPS............................ $.07 $.02
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
2000 NINE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------- ----------------------------------------
INCOME SHARES LOSS SHARES
(NUMERATOR) (DENOMINATOR) EPS (NUMERATOR) (DENOMINATOR) EPS
----------- ------------- -------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income/share.............. $1,556,361 9,646,997 $(4,096,264) 10,076,512
Basic EPS..................... $.16 $(.41)
Effect of Dilutive Securities
(stock options/warrants).... 277,706
Adjusted net income/shares.... $1,556,361 9,924,703 $(4,096,264) 10,076,512
Diluted EPS................... $.16 $(.41)
</TABLE>

NOTE 10--RECLASSIFICATIONS:

Certain reclassifications have been made in the 1999 financial statements to
conform with the 2000 presentation. Total assets and net income for 1999 were
not affected by the reclassifications.

9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of financial condition and results of operations of
UroCor, Inc. ("UroCor" or the "Company") should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere in this
Quarterly Report on Form 10-Q. Special Note: Certain statements set forth below
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. See "Special Note Regarding Forward-Looking Statements"
and "Cautionary Statements" included elsewhere in this Report.

OVERVIEW

UroCor markets a comprehensive range of integrated products and services
directly to urologists and managed care organizations to assist in detecting,
diagnosing, treating and managing prostate cancer, bladder cancer, kidney stones
and other complex urologic disorders. The Company's primary focus is helping
urologists improve patient care and outcomes while reducing the total cost of
managing these diseases.

During the nine months ended September 30, 2000, the Company derived over
97% of its revenue from diagnostic products and services that UroCor Labs-TM-
provides to the urology market to assist in the diagnosis, prognosis and
management of prostate cancer, bladder cancer and kidney stones disease. The
Company recognizes revenue when products are sold or services are rendered. The
Company typically bills various third-party payors for its products and
services, such as private insurance, managed care plans and governmental
programs (e.g., Medicare), as well as individual patients and physicians. During
the nine months ended September 30, 2000, approximately 55%, 35%, 6% and 4% of
the Company's diagnostic revenue was attributable to Medicare, private insurance
and managed care, individual patients, and physicians and hospitals,
respectively.

During the nine months ended September 30, 2000, the Company derived
approximately 3% of its revenue from initial sales of two therapeutic products,
ProstaSeed and PACIS BCG. ProstaSeed is a UroCor-branded line of radiation
implants that was approved for marketing in February 2000 (also referred to as
"seeds") used in brachytherapy for early stage prostate cancer. PACIS BCG is a
therapeutic product used in treating certain types of bladder cancer, that
received clearance by the United States Food and Drug Administration (the "FDA")
for marketing in the United States in March 2000.

RESULTS OF OPERATIONS

REVENUE. Revenue for the three months ended September 30, 2000 increased
18.3% to approximately $13.0 million compared to $11.0 million for the three
months ended September 30, 1999, and increased 8.1% from approximately
$34.6 million to $37.4 million in the first nine months of 2000.

Diagnostic services revenue increased 24.1% for the three-month period and
12.2% for the nine-month period resulting primarily from the Company's price
increases effective January 1, 2000 and August 14, 2000 and an increase in
Medicare's reimbursement allowance for most of the Company's tests effective
January 1, 2000. The Company's price increases and the increase in Medicare
reimbursement allowance resulted in an increase of approximately $2.8 million in
revenue for the three months ended September 30, 2000 compared to the same
period in 1999 and approximately $6.8 million for the nine months ended
September 30, 2000 compared to the 1999 period. This increase was partially
offset by a 14.9% decrease in case volume for the three months ended
September 30, 2000 compared to the three months ended September 30, 1999 and a
decrease of 13.2% in case volume for the nine months ended September 30, 2000
compared to the nine months ended September 30, 1999. Diagnostic volumes have
declined during 2000 primarily as the result of the elimination of certain
managed care related marketing programs during the second quarter 1999 and
related collection

10
<PAGE>
efforts, in addition to the revision of pricing on other contractual programs
during the first quarter of 2000 that resulted in the loss of some clients and
decreased product usage from other clients. In the 2000 third quarter, the
Company's client base was approximately 2,450 urologists of which approximately
45% used two or more products compared to approximately 2,620 urologists and
approximately 48% using two or more products for the third quarter of 1999. The
Company intends to continue focusing its marketing and sales efforts for the
remainder of 2000 on improving the diagnostics growth rates and shifting the
product mix to its most profitable products.

Therapeutic products revenue decreased 42.3% from approximately $960,000
during the three months ended September 30, 1999 to approximately $554,000
during the three months ended September 30, 2000, and decreased 57.0% from
approximately $2.1 million for the nine months ended September 30, 1999 to
approximately $889,000 for the nine months ended September 30, 2000, principally
due to the termination on December 31, 1999 of a co-promotion agreement with a
product manufacturer. Such termination resulted in a one-time fee of $500,000,
which is included in therapeutic products revenue for the three months ended
September 30, 1999. The Company's marketing of ProstaSeed and PACIS BCG
accounted for substantially all of the therapeutic products revenue for the
first nine months of 2000. Therapeutic products revenue in subsequent periods is
contingent upon the successful manufacturing and marketing of ProstaSeed and
PACIS BCG and any future acquisition of rights to other therapeutic products
that could be marketed by the Company.

DIRECT COST OF SERVICES AND PRODUCTS. As a percentage of revenue, direct
expenses decreased to 40.5% for the three months ended September 30, 2000 from
41.2% for the three months ended September 30, 1999 and decreased to 38.3% for
the nine months ended September 30, 2000 from 41.1% for the nine months ended
September 30, 1999. In the aggregate, direct cost of services and products
increased 16.5%, from approximately $4.5 million for the three months ended
September 30, 1999 to approximately $5.3 million for the three months ended
September 30, 2000 and 0.6% from approximately $14.2 million for the nine months
ended September 30, 1999 to approximately $14.3 million for the nine months
ended September 30, 2000.

Direct costs for diagnostic services, as a percentage of revenue, decreased
to 34.6% for the three months ended September 30, 2000 from 43.3% for the three
months ended September 30, 1999 and decreased to 35.3% for the nine months ended
September 30, 2000 from 41.8% for the nine months ended September 30, 1999. The
Company's price increases discussed above in "Revenue" contributed to these
decreased percentages, along with shifts in volume mix towards the Company's
higher margin tests. In the aggregate, direct costs for diagnostic services
decreased 1.0%, from approximately $4.4 million for the three months ended
September 30, 1999 to approximately $4.3 million for the three months ended
September 30, 2000, and decreased 5.3%, from approximately $13.6 million for the
nine months ended September 30, 1999 to approximately $12.9 million for the nine
months ended September 30, 2000. These decreases are primarily related to the
decreases in case volumes for both periods, as discussed above in "Revenue",
offset by increases in personnel costs related to up-front data and specimen
processing and increases in inbound and outbound shipping costs.

Direct costs for therapeutic products for the three and nine months ended
September 30, 2000 are comprised of the manufacturing and overhead costs related
to ProstaSeed and direct costs related to PACIS BCG. These direct costs exceeded
revenue by 75.2% for the three-month period and by 61.4% for the nine-month
period ended September 30, 2000. In aggregate, the direct costs for therapeutic
products were approximately $970,000 for the three-month period and
approximately $1.4 million for the nine-month period ended September 30, 2000.
Attainment of positive gross profit margins for the Company's current
therapeutic products is contingent upon increasing sales volumes. Such increases
for ProstaSeed are principally dependent on the efforts and results of the
Company's product distributors. Volume increases for PACIS BCG are currently
limited as the manufacturer has indicated to the Company that sales have reached
their production capacity, however, this manufacturer has also indicated that
they anticipate increasing such capacity in 2001. Direct costs for the three and
nine

11
<PAGE>
months ended September 30, 1999 consisted primarily of an allocation of the
Company's sales force costs for the co-promotion of two cancer products pursuant
to an agreement that terminated at December 31, 1999. In the aggregate, these
direct costs were approximately $175,000 for the three-month period and
approximately $629,000 for the nine-month period ended September 30, 1999. This
allocation of costs ended with the termination of the agreement at year-end
1999.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. As a percentage of revenue,
selling, general and administrative expenses decreased to 49.4% for the three
months ended September 30, 2000 from 54.4% for the three months ended
September 30, 1999 and decreased to 53.1% for the nine months ended
September 30, 2000 from 53.7% for the nine months ended September 30, 1999. In
the aggregate, selling, general and administrative expenses increased 7.5%, from
approximately $6.0 million in the three months ended September 30, 1999 to
approximately $6.4 million in the three months ended September 30, 2000 and
increased 6.9%, from approximately $18.6 million in the nine months ended
September 30, 1999 to approximately $19.9 million for the nine months ended
September 30, 2000. The increase in selling, general and administrative expenses
for the three-month period was due principally to increased costs related to
personnel, marketing and information systems for the Company's therapeutic
products of approximately $82,000, an increase in the provision for doubtful
accounts of approximately $304,000 and the absence of an allocation of the sales
force to direct cost similar to the allocation for the three months ended
September 30, 1999 of approximately $169,000, partially offset by decreased
personnel costs of approximately $412,000. The increase in selling, general and
administrative expenses for the nine-month period was due principally to
increased costs related to personnel, marketing and information systems for the
Company's therapeutic products of approximately $836,000, an increase in the
provision for doubtful accounts of approximately $982,000 and the absence of an
allocation of the sales force to direct cost similar to the allocation for the
nine months ended September 30, 1999 of approximately $609,000, offset by
decreased personnel costs of approximately $71,000 and decreased conventions and
meetings costs of approximately $153,000.

RESEARCH AND DEVELOPMENT EXPENSES. As a percentage of revenue, research and
development expenses decreased to 2.2% for the three months ended September 30,
2000 from 4.0% for the three months ended September 30, 1999 and decreased to
2.9% for the nine months ended September 30, 2000 from 3.6% for the nine months
ended September 30, 1999. In the aggregate, research and development costs
decreased 34.5%, from approximately $444,000 in the three months ended
September 30, 1999 to approximately $290,000 in the three months ended
September 30, 2000, and decreased 14.1%, from approximately $1.3 million in the
nine months ended September 30, 1999 to $1.1 million in the nine months ended
September 30, 2000.

SPECIAL CHARGES. During the second quarter of 1999, the Company recognized
special charges related primarily to two items. First, as part of its ongoing
assessment of accounts receivable and reserve adequacy, the Company terminated
certain managed care related marketing programs and identified significantly
aged segments of its accounts receivable for which the likelihood of
collectibility was doubtful. A provision of approximately $3.9 million was made
for these receivable balances. Second, the Company launched an information
systems initiative to increase productivity, decrease costs and more efficiently
collect billings. As a result of this new operational focus for information
systems, the Company restructured its information systems function and
terminated certain existing systems and internal software development projects,
resulting in approximately $2.9 million in asset write-offs and approximately
$226,000 in severance and outplacement costs. Additionally, the Company settled
claims with two former clients of the Urological Support Services business,
which the Company exited in late 1998. These settlements totaled approximately
$348,000 in excess of amounts that had been accrued in 1998. The aggregate
charges for these three items totaled approximately $7.4 million for the nine
months ended September 30, 1999.

12
<PAGE>
The following table sets forth the effects of the special charges on
UroCor's operating income (loss), net income (loss) and diluted earnings per
share for the nine month period ended September 30, 1999.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1999
-------------------
<S> <C>
Operating income (loss), as reported........................ $(6,892,373)
Operating income (loss), excluding special charges.......... $ 517,404
-----------
Net income (loss), as reported.............................. $(4,096,264)
Net income (loss), excluding special charges................ $ 749,732
-----------
Diluted income (loss) per share, as reported................ $ (.41)
Diluted earnings (loss) per share, excluding special
charges................................................... $ .07
</TABLE>

OTHER INCOME (EXPENSE). Other income net of interest expense decreased
21.4%, from approximately $188,000 in the three months ended September 30, 1999
to approximately $148,000 in the three months ended September 30, 2000 and
decreased 27.9%, from approximately $631,000 for the nine months ended
September 30, 1999 to approximately $455,000 for the nine months ended
September 30, 2000. The decline was due principally to decreased cash, cash
equivalents and investments compared to the same 1999 periods, resulting from
the use of such resources to fund stock repurchases, milestone payments for
therapeutic products and the acquisition of the manufacturer of its ProstaSeed
product.

INCOME TAXES. Income tax expense recorded in the three months ended
September 30, 2000 was approximately $478,000 compared to income tax expense of
approximately $85,000 recorded in the three months ended September 30, 1999
based on a 35.5% effective combined federal and state income tax rate for the
three months ended September 30, 1999 and a 40.9% effective combined federal and
state tax rate for the three months ended September 30, 2000. For the nine
months ended September 30, 1999, an income tax benefit of approximately
$2.2 million was recorded based upon a 34.6% effective tax rate, while an income
tax expense of approximately $1.0 million was recorded for the nine months ended
September 30, 2000 based upon a 39.9% effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000, cash, cash equivalents and marketable investments
totaled approximately $9.4 million, and the Company's working capital was
approximately $22.7 million. As of September 30, 2000, the components of cash,
cash equivalents and marketable investments were approximately $6.7 million of
cash and cash equivalents and approximately $2.6 million in short-term
marketable investments, consisting principally of high-grade fixed income
securities with maturities of less than one year.

Accounts receivable, net of allowance for doubtful accounts, totaled
approximately $11.4 million at September 30, 2000, an increase of approximately
$378,000 from December 31, 1999, or 3.4%, principally attributable to increased
revenue offset by the collection of $500,000 from a therapeutic product
manufacturer relating to the termination at December 31, 1999 of a co-promotion
agreement between the Company and the manufacturer.

At September 30, 2000 and December 31, 1999, the Company's average number of
days sales in net diagnostics receivables was approximately 82 and 90,
respectively.

Virtually all of the Company's diagnostic services are rendered on a
fee-for-service basis. Accordingly, the Company assumes the financial risk
related to collection, including potential inability to collect accounts, long
collection cycles for accounts receivable, difficulties in gathering complete
and

13
<PAGE>
accurate billing information and delays attendant to reimbursement by
third-party payors, such as governmental programs such as Medicare, private
insurance plans and managed care organizations.

The Company monitors the collection quality of its accounts receivable
through analytical review of aging categories by payor group and collections
performance. While the Company maintains what it believes to be an adequate
allowance for doubtful accounts, there can be no assurance that the Company's
ongoing assessment of accounts receivable will not result in the need for
additional provision for doubtful accounts. Such additional provision could have
an adverse effect on the Company's financial position and results of operations.

Therapeutic products revenue for the remainder of 2000 and subsequent
periods is contingent upon the successful manufacturing and marketing of
ProstaSeed and PACIS BCG and any future acquisition of rights to other
therapeutic products that could be marketed by the Company.

Operating activities provided net cash of approximately $4.0 million for the
nine months ended September 30, 2000 compared to net cash provided of
approximately $5.9 million for the nine months ended September 30, 1999. The net
cash provided by operating activities was primarily the result of net income of
approximately $1.6 million and related income tax expense of approximately
$1.0 million, depreciation and amortization of approximately $2.3 million, and
an increase in accrued liabilities of approximately $551,000 representing the
final payment for a therapeutic product, partially offset by a decrease in
accounts payable of approximately $1.1 million.

Net cash used by investing activities was approximately $2.5 million for the
nine months ended September 30, 2000 and consisted primarily of capital
expenditures purchases of approximately $2.6 million, milestone payments due to
FDA clearance of a therapeutic product of approximately $1.3 million, an
increase in other assets of approximately $951,000, payments related to the
acquisition of the manufacturer of the Company's ProstaSeed product of
approximately $650,000, and an investment in a distributor of the Company's
ProstaSeed product of approximately $250,000, offset by maturities of short-term
marketable investments of approximately $478,000 and maturities of long-term
marketable investments of approximately $2.7 million.

Net cash used by financing activities was approximately $12,000 for the nine
months ended September 30, 2000, consisting primarily of approximately $397,000
for the purchase of treasury shares offset by exercises of stock options by
employees, exercises of warrants by shareholders and issuances of stock pursuant
to the Company's employee stock purchase plan.

The Company's capital expenditures of approximately $2.5 million for the
nine months ended September 30, 2000, were primarily for leasehold improvements,
furniture and fixtures, and computer equipment and software. Of the total
amount, approximately $695,000 related to internal software development costs
related primarily to installation and customization of third-party software.
While future capital expenditures will depend upon a number of factors, the
Company expects such expenditures to be comparable to recent levels as the
Company continues to expand to deliver therapeutics and information services and
to enhance current diagnostic services and operational capabilities. The Company
intends to finance the majority of these capital expenditures with existing cash
and investment balances.

In March 2000, a therapeutic product for bladder cancer for which the
Company has distribution rights received clearance from the FDA for marketing in
the United States. The total cost of the distribution rights for the product is
$3.0 million, of which the Company has paid $2.5 million. With the FDA clearance
of this product, all milestones have been met. The Company is obligated to pay
the remaining milestone payments during 2000. The final milestone payment of
$500,000 was due in October 2000. The Company intends to pay these amounts out
of existing cash and investment balances or possibly new debt.

14
<PAGE>
In April 2000, the Company acquired the manufacturer of its ProstaSeed
product. Pursuant to the terms of the purchase agreement, the Company paid
approximately $650,000 in cash and issued 477,700 shares of its common stock.
The Company also is obligated to pay certain royalties dependent upon the
achievement of future sales levels. The Company expects to make additional
investments relating to the purchased assets intended to improve production
capabilities. The Company intends to make any additional payments for such
manufacturing capabilities from its existing cash and investment balances or
possibly new debt.

In April 1999, the Company's Board of Directors authorized the repurchase of
up to $10 million of the Company's common stock. As of September 30, 2000, the
Company had repurchased approximately $7.6 million (or approximately
1.7 million shares) of its common stock and reissued 477,700 treasury shares for
the acquisition of the manufacturer of its ProstaSeed product. The Company
intends to fund any such purchases using available cash and cash flow from
operations, and may elect to supplement its cash position with new debt.

The Company believes that its existing capital resources will be sufficient
to provide the funds necessary to maintain its present level of operations and
implement its currently planned growth strategy. However, there may be
circumstances or new business opportunities that would require additional
resources. In such event, the Company may be required to seek additional
financing and there is no assurance that the Company would be able to obtain
such financing on a timely basis or on acceptable terms.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to the Company's investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years and are classified as Available-for-Sale. Marketable securities at
September 30, 2000 consisted primarily of debt securities with maturities as
long as one year. The Company considers any net unrealized gain or loss on these
investments to be temporary, and reflects such gains or losses as a component of
stockholders' equity. As of September 30, 2000 and December 31, 1999, there were
no material net unrealized gains or losses on these investments.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

USE OF PROCEEDS:

The effective date of the registration statement for the Company's initial
public offering of Common Stock and for which this use of proceeds information
is being disclosed was May 16, 1996. The Commission file number assigned to the
registration statement was 333-3182.

15
<PAGE>
From the effective date of the registration statement through September 30,
2000, the following table identifies the purposes and amounts of the net
proceeds paid directly or indirectly to others:

<TABLE>
<S> <C>
Construction of plant, building and facilities.............. $ --
Purchase and installation of machinery and equipment........ 6,953,252
Purchases of real estate.................................... --
Acquisition of other business(es)........................... --
Repayment of indebtedness................................... 2,375,404
Working Capital............................................. 3,641,287
Temporary Investments:
Short-term Commercial Paper............................. 1,507,891
Long-term Corporate and Treasury Notes.................. --
Cash Equivalents........................................ --
Other Purposes:
Development and Expansion of Diagnostic Product Line.... 6,231,192
Development of Information Products and Services and
Urological Disease Databases.......................... 2,852,823
Development of Therapeutic Product Line................. 7,045,874
Development and Expansion of Clinical and Research
Laboratories and Lab Information System............... 3,942,136
</TABLE>

None of the net proceeds have been paid directly or indirectly to directors,
officers, general partners or their associates, to persons owning 10% or more of
any class of equity securities or affiliates.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report, including
without limitation, statements regarding the Company's financial position,
business strategy, products, products under development, markets, budgets and
plans and objectives of management for future operations, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations are
disclosed in statements set forth under "Cautionary Statements" and elsewhere in
this Report, including, without limitation, in conjunction with the
forward-looking statements included in this Report. All subsequent written and
oral forward-looking statements attributable to the Company, or persons on its
behalf, are expressly qualified in their entirety by the Cautionary Statements
and such other statements.

16
<PAGE>
CAUTIONARY STATEMENTS

RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH. Over the last several years,
the Company has experienced substantial growth and expanded its operational
capabilities. The Company also intends to continue to develop and expand its
diagnostic and therapeutic businesses. This growth and expansion has placed, and
will continue to place, a significant strain on the Company's management,
production, technical, financial and other resources. There can be no assurance
that the Company will be able to manage successfully the operation and expansion
of its diagnostics or therapeutics businesses.

POTENTIAL FLUCTUATIONS IN OPERATING RESULTS. The Company's quarterly and
annual operating results are affected by a variety of factors, many of which are
outside the Company's control, which have in the past and could in the future
materially and adversely affect revenue, operating expenses and income. These
factors include seasonality, the quantities and timing of specimens received,
competitive pricing pressures, reimbursement changes, availability and cost of
diagnostic supplies, availability and cost of logistics and delivery services,
changes in the mix of products sold, timing and costs of new product and
technology introductions by the Company or its competitors, retention and
expansion of the sales force and timing of payments from Medicare and other
third-party payors. The Company relies principally upon Federal Express, UPS and
Airborne Express for inbound and outbound shipping of specimens and kits for its
diagnostics operations; any disruption in the availability of such logistics and
delivery services could have a material adverse effect on the Company's
operating results. The need for continued investment in research and development
and expansion of its product lines could limit the Company's ability to reduce
expenses quickly. As a result of these factors, the Company's operating results
may continue to fluctuate in the future.

UNCERTAINTIES RELATED TO GOVERNMENT REGULATION AND ENFORCEMENT. As a
provider of health care related services, the Company is subject to extensive
and frequently changing federal, state and local laws and regulations governing
licensure, billing, financial relationships, referrals, conduct of operations,
purchase of existing businesses, cost-containment, direct employment of licensed
professionals by business corporations and other aspects of the Company's
business relationships. The various types of regulatory activity affect the
Company's business by controlling its growth, restricting licensure of the
business entity or by controlling the reimbursement for services provided. The
Company cannot predict the timing or impact of any changes in such laws and
regulations or their interpretations by regulatory bodies, and any such changes
could have a material adverse effect on the Company's financial condition and
results of operations.

Existing federal laws governing federal health care programs, including
Medicare, as well as some state laws, regulate certain aspects of the
relationship between health care providers, including the Company, and their
referral sources, including physicians, hospitals and other facilities. The
federal Anti-Fraud and Abuse Amendments to the Social Security Act generally
prohibit providers and suppliers of health care services from soliciting,
offering, receiving or paying, directly or indirectly, any remuneration in
return for either making or recommending or arranging for a referral for a
service or item covered by a federal or state health care program. The physician
self-referral and payment prohibition (commonly referred to as the "Stark law")
prohibits physicians, subject to certain exceptions, from making referrals of
certain designated health services to entities in which they (or their immediate
family members) have an investment interest or with which they have a
compensation arrangement. Violation of these prohibitions may be punishable by
disallowance of submitted claims, civil monetary penalties or criminal penalties
and/or exclusion from Medicare and other federally funded programs. The federal
government has expanded its investigative and enforcement activities in these
areas. The federal government also has become more aggressive recently in
examining billing by laboratories and other health care providers, and in
seeking repayments and even penalties based on how the services were billed
(e.g., the billing codes used), regardless of whether carriers had furnished
clear guidance on this subject. In addition, the DHHS is expected to publish
final regulations under the Stark law before the end of the year. There can be
no assurance that such final regulations, once

17
<PAGE>
published will not require the Company to change or alter its business practices
or other arrangements in an effort to comply with the Stark law, and which would
have a material adverse effect on the financial condition and results of
operation of the Company.

In July 1998, the Company received a Civil Investigative Demand ("CID") from
the United States Department of Justice (the "DOJ") concerning allegations that
the Company may have submitted false claims in connection with bills for
services submitted to Medicare and other federal insurance programs. The Company
received a second CID from the DOJ in March 1999 concerning allegations that the
Company may have submitted false claims for payments, submitted false statements
in support of false claims or conspired to submit false claims to government
officials in connection with bills for services submitted to Medicare and other
federal insurance programs by, among other things, bundling tests, billing for
medically unnecessary tests and upcoding. Pursuant to the CIDs, the Company
produced documents to the DOJ and is cooperating with the DOJ at this stage in
the investigation. Although the Company seeks to structure its practices to
comply with all applicable laws, no assurances may be given regarding the
resolution of this matter. If the DOJ were to pursue and prevail on matters that
may arise from this investigation, any significant recoupment of funds or civil
or criminal penalty or exclusion from federal and state health care programs
potentially resulting from such proceedings could have a material adverse effect
on the financial condition and results of operations of the Company. In
addition, even if the DOJ chose not to pursue any matters arising from its
investigation, if an individual filed a QUI TAM or "whistleblower" action under
the Federal Civil False Claims Act relating to the investigation, such QUI TAM
plaintiff or "whistleblower" would be free to pursue the allegations in such a
complaint against the Company. If any such plaintiff were to prevail, any
judgment resulting from such litigation or administrative penalties, including
potential exclusion from federal and state health care programs, could have a
material adverse effect on the financial condition and results of operations of
the Company.

The Company's diagnostic laboratory operations currently are required to be
certified or licensed under the federal Clinical Laboratory Improvement Act of
1976, as amended in 1988, the Medicare and Medicaid programs and various state
and local laws. In some instances, the Company also is subject to licensing or
regulation under federal and state laws relating to the handling and disposal of
medical specimens, infectious and hazardous waste and radioactive materials, as
well as to the safety and health of laboratory employees. Although the Company
seeks to structure its practices to comply with such laws and regulations, no
assurances can be given regarding compliance in any particular factual
situation. The possible sanctions for failure to comply with these licensing
provisions or regulations may include denial of the right to conduct business,
significant fines and criminal penalties. Any exclusion or suspension from
participation in the Medicare program or certain state programs, any loss of
licensure or accreditation or any inability to obtain any required license or
permit, whether arising from any action by the Department of Health and Human
Services ("DHHS") or any state or any other regulatory authority, would have a
material adverse effect on the Company's business. Any significant civil
monetary or criminal penalty resulting from such proceedings could have a
material adverse effect on the Company's financial condition and results of
operations.

Additionally, with the acquisition of Mills Biopharmaceuticals, Inc. ("Mills
Biopharmaceuticals"), the manufacturer of its ProstaSeed product, the Company
now is subject to regulation by the United States Environmental Protection
Agency, the United States Nuclear Regulatory Commission (the "NRC") and other
federal, state and municipal regulatory agencies for the hazardous waste
generated through the Mills Biopharmaceuticals manufacturing facility. Such
waste is segregated and disposed of through hazardous waste transporters.
Although the Company believes that it is currently in compliance in all material
respects with applicable environmental regulations, failure to comply fully with
any such regulations could result in the imposition of penalties, fines or
sanctions that could have a material adverse effect on the Company's financial
condition and results of operations.

18
<PAGE>
While the Company currently knows of no FDA plans to require FDA approval of
assays developed by clinical laboratories for in-house use, the FDA has in the
past considered drafting guidelines for such regulation. If in the future the
FDA were to issue guidelines for the clinical laboratory market sector, such
guidelines might require the Company to meet certain FDA medical device approval
requirements for the Company's in-house assays. Such regulations, if promulgated
in a way that affects the Company, would increase the cost of development and
approval of new products, slow their introduction to the market and could have a
material adverse effect on the Company's financial condition and results of
operations. Additionally, an FDA rule provides that in some circumstances
involving in-house assays, laboratories must indicate that the assay has not
been cleared by the FDA. There can be no assurance that such disclosure will not
have an adverse impact on reimbursement of the Company's clinical laboratory
tests.

The FDA currently regulates a number of the products that the Company
purchases from third parties for use in its diagnostic services. The
manufacturers of such products are responsible for compliance with FDA
regulations relating to such products. There can be no assurance, however, that
action by the manufacturers or by the FDA would not impair the Company's ability
to obtain and offer certain services. The unavailability of certain services and
materials used in the Company's diagnostics business would have a material
adverse effect on the Company's financial condition and results of operations.

The FDA currently regulates therapeutic products that the Company licenses
or otherwise acquires from third parties for distribution or marketing by the
Company. The manufacturers of such products are responsible for compliance with
the approval and marketing regulations of the FDA. The ability of third parties
to address their FDA regulatory issues is outside the Company's control. Failure
of such third parties to address their FDA regulatory matters adequately could
have a material adverse effect on the Company's financial condition and results
of operations.

The FDA currently also regulates the sale, manufacturing, labeling and
record-keeping of the therapeutic products that the Company currently
manufactures or markets and that it may market in the future. Failure to comply
with applicable requirements could have a material adverse effect on the
Company. In addition, most users of the Company's ProstaSeed product are
required to possess licenses issued by the state in which they reside or by the
NRC. The Company has received 510(k) marketing clearance from the FDA and NRC
approval for the ProstaSeed product. Future discovery of previously unknown
problems may result in restrictions on a product's marketing, or withdrawal of
the product from the market. The commercial distribution in the United States of
any new products developed by the Company will be dependent upon obtaining the
prior approval or clearance of the FDA and/or other regulatory agencies, which
can take many years and entail significant costs.

Although the Company's existing and proposed information services products
currently are not subject to regulation by the FDA, the FDA could determine in
the future that the predictive applications of these products are deemed to be
medical devices subject to FDA regulation. In that event, the Company could
experience delays in developing and marketing new services, the possibility of
the regulation of existing services and increases in research and development
costs.

The Company also is required to adhere to the applicable FDA quality system
regulation ("QSR") and other applicable regulations, and is subject to periodic
FDA inspections to assure compliance with these regulations. The regulations
require that devices, such as the Company's ProstaSeed product, be manufactured
in a prescribed manner and that certain documents be maintained. Failure to
comply with applicable QSR requirements could have a material adverse effect on
the Company.

In countries where the Company's products are not currently approved, the
use or sale of the Company's products may require approval by local government
agencies with missions comparable to the FDA's. The process of obtaining such
approvals may be lengthy, expensive and uncertain.

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UNCERTAINTIES RELATED TO THIRD-PARTY REIMBURSEMENT. The Company typically
bills governmental programs such as Medicare and Medicaid and other third-party
payors such as private insurance and managed care plans for its products and
services. Such third-party payors increasingly are negotiating prices with the
goal of lowering reimbursement rates, which may result in lower profit margins
for the Company. Reimbursement rates have been established for most but not all
of the services performed by the Company. The Company only may collect from
Medicare and Medicaid or other third-party payors for services that those payors
have approved for reimbursement. The Company routinely bills for direct
reimbursement for both medical services and products. As is common with all
suppliers of medical items and services, there is a certain amount of
variability with respect to reimbursement among third party payor sources. The
Company's Persist product currently is not widely accepted for reimbursement
within the healthcare market and remains a relatively new approach to treating
incontinence. There can be no assurance that Persist or any other new products
the Company may develop or acquire in the future will be accepted for
reimbursement by Medicare or Medicaid or other third party payors. Such
uncertainty makes the amount and timing of such products' reimbursement
difficult to predict, which potentially subjects the Company to reimbursement
risks with respect to accounts receivable. Furthermore, Medicare or Medicaid and
other third party payors have, on occasion, denied reimbursement when certain
tests are ordered for patients with certain diagnoses while approving
reimbursement when those tests are ordered for other diagnoses deemed
appropriate by the payor. This practice has recently become more prevalent with
respect to Medicare. Medicare may retroactively audit and review its payments to
the Company and may determine that certain payments for services must be
returned.

Medicare reimbursement amounts for brachytherapy products, such as
ProstaSeed, are currently significantly less than for an alternative treatment,
a radical prostatectomy. Although brachytherapy requires less physician time
than a radical prostatectomy, lesser reimbursement amounts, combined with
physician familiarity with a radical prostatectomy, may provide disincentives
for urologists to perform brachytherapy. Current or future limitations on
reimbursement by Medicare or Medicaid or other third party payors for prostate
cancer treatment could materially adversely affect the market for the ProstaSeed
product and there can be no assurance that such reimbursement will continue at
rates that enable the Company to maintain prices at levels sufficient to realize
an appropriate profit. The occurrence of any such factors could have a material
adverse effect on the results of operations and financial condition of the
Company.

POTENTIAL HEALTH CARE REFORM. From time to time, the public and federal
government focus significant attention on reforming the health care system in
the United States. In 1997, Congress enacted the Balanced Budget Act that
effected numerous changes to the Medicare and Medicaid programs that could
affect health care providers, including clinical laboratories. The 1997 act also
revised the resource-based relative value scale system that could affect health
care providers that offer physician pathology services. These 1997 changes and
any future changes in Medicare and other third-party payor reimbursement which
may result from health care reform or deficit reduction legislation will likely
continue the downward pressure on prices. A number of other legislative
proposals have been introduced in Congress and state legislatures in recent
years that would effect major reforms of the health care system and otherwise
reduce health care spending. In addition, the Health Care Financing
Administration has made a number of proposals regarding the payment and coverage
of clinical laboratory services including the development of national coverage
policies. Because of the uncertainties surrounding the nature, timing and extent
of any such reimbursement changes, audits and reform initiatives, the Company is
unable to predict the effects of any such matters on the Company.

UNCERTAINTIES RELATED TO MANAGED CARE. Managed care organizations have
gained increasing control over access to health care and payment for an
increasing number of patients with urologic diseases. There can be no assurance
that the Company will be able to maintain its existing contracts with managed
care organizations or that it will be able to obtain additional contracts with
such organizations

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in the future. If the Company is unsuccessful in its efforts, it could be
precluded from serving large groups of patients in certain markets. The Company
has experienced increasing pricing pressure from managed care organizations, and
such pressure is expected to continue. There can be no assurance that such
pricing pressure and any contract restrictions will not have a material adverse
effect on the Company's financial condition and results of operations. In
addition, the Company is focused on the field of urology, and managed care
providers tend to contract exclusively with companies that serve a wider breadth
of the healthcare market. There can be no assurance that the Company will be
able to overcome this managed care trend. If the Company is unable to become an
approved participating provider under certain managed care programs that cover a
number of patients of any particular physician, that physician, to simplify
purchasing and billing, may elect to use a competitor of UroCor that is approved
by such managed care organizations for all of his or her needs, regardless of
whether other patients are covered by Medicare or other third party payors. The
loss of business from key urologists and their patients could have a material
adverse affect on the Company's financial condition and results of operations.

DEPENDENCE ON CERTAIN PRODUCT LINES. A significant portion of the Company's
revenue has been, and is expected to continue to be, dependent upon the
Company's prostate tissue analysis and bladder cellular analysis product lines.
Any negative event related to these product lines, such as increased
competition, pricing pressures, reimbursement changes and clinical or
technological obsolescence, would have a material and adverse effect on the
Company's financial condition and results of operations.

NO ASSURANCE OF ACCESS TO AND DELIVERY OF NEW DIAGNOSTIC TECHNOLOGY. The
markets for the Company's diagnostic products and services are characterized by
rapidly changing technology, frequent new product introductions and enhancement
and, therefore, rapid product obsolescence. There can be no assurance the
Company will be able to identify new products, trends or opportunities, develop
and bring to market new products, respond effectively to new technological
changes or product announcements by others, develop or obtain access to advanced
materials and technologies or receive commercial acceptance for its products.

NO ASSURANCE OF SUCCESSFUL MARKETING ARRANGEMENTS FOR THERAPEUTIC
PRODUCTS. The Company conducts marketing activities for therapeutic products.
The Company currently markets three therapeutic products. The Company has
entered into marketing and distribution agreements with other product
distributors for sales of the Company's ProstaSeed product. These agreements can
be terminated by either party. While the Company has previous experience in
marketing two other therapeutic products in 1998 and 1999, there can be no
assurance that the Company's future efforts will be successful or that the other
product distributors' efforts will be successful. UroCor's future therapeutics
marketing efforts are dependent, in part, upon acquiring, licensing and
co-promoting additional therapeutic products from others. Other companies,
including those with substantially greater resources than the Company, are
competing with UroCor for the rights to such products. There can be no assurance
that UroCor will be able to acquire, license or co-promote additional
therapeutic products on acceptable terms, if at all. The failure to acquire,
license, co-promote or market commercially successful therapeutic products could
have a material adverse effect on the Company's financial condition and results
of operations. There can be no assurance that, once it has obtained rights to a
therapeutic product and committed to payment terms, UroCor will be able to
generate sales sufficient to create a profit or otherwise avoid a loss on such
product. Additionally, the Company has not previously marketed directly to the
radiation oncology and medical oncology markets that are being pursued for sales
of the Company's ProstaSeed product, and there can be no assurance that the
Company will be successful in these marketing efforts.

NO ASSURANCE OF ADEQUATE MANUFACTURING AND SUPPLY OF THERAPEUTIC
PRODUCTS. The Company is also dependent on third party manufacturers to produce
PACIS BCG and Persist products. In addition, in the case of the Company's
ProstaSeed product, UroCor, through its wholly-owned subsidiary, Mills

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Biopharmaceuticals, has not previously manufactured this therapeutic product nor
any other product in large quantities, and there can be no assurance of UroCor's
ability to produce quantities effectively or in a manner compliant with all
regulatory requirements. Also, if the Company is unable to produce ProstaSeed,
produce adequate quantities or produce them in a manner that is compliant with
all regulatory requirements, the Company's marketing and distribution agreements
are subject to termination and potential liabilities that could have a material
and adverse effect on the Company's financial condition and results of
operations.

DEPENDENCE ON KEY CUSTOMERS. The Company currently markets its ProstaSeed
product pursuant to agreements with Mallinckrodt, Inc. ("Mallinckrodt") and
Prostate Services of America ("PSA"), and, on a limited basis, through its own
sales force. During the first nine months of 2000, sales to Mallinckrodt and PSA
accounted for approximately 59% of the Company's therapeutic products revenue.
Significant customers may continue to account for a substantial percentage of
the Company's therapeutic products revenue in the future. In particular, the
Company expects that Mallinckrodt and PSA will continue to be significant
customers in the future for the distribution of the ProstaSeed product. There
can be no assurance that such customers will maintain their volume of business
with the Company. A loss or significant decrease of the Company's sales to such
customers could have a material adverse effect on the Company's financial
condition and results of operations.

POTENTIAL THERAPEUTICS PRODUCT LIABILITY OR RECALL. UroCor has been
attempting to increase its marketing of therapeutic products; if the Company is
successful in these efforts, it will face increasing exposure to product
liability claims in the event that the use of any of its therapeutic products is
alleged to have resulted in adverse effects. Such risks will exist even with
respect to those products that receive regulatory approval for commercial sale.
While UroCor has taken, and intends to continue to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant product liability exposure or product recalls. UroCor currently has
product liability insurance; however, there can be no assurance that the level
or breadth of any insurance coverage will be sufficient to cover potential
claims. There can be no assurance that adequate insurance coverage will be
available in the future at acceptable costs, if at all, or that a product
liability claim or recall would not have a material adverse effect on the
Company's financial condition and results of operations.

UNCERTAINTIES RELATED TO ACCOUNTS RECEIVABLE. Virtually all of the
Company's diagnostic services are rendered on a fee-for-service basis.
Accordingly, the Company assumes the financial risk related to collection,
including potential inability to collect accounts, long collection cycles for
accounts receivable, difficulties in gathering complete and accurate billing
information and delays attendant to reimbursement from and to third-party
payors, such as governmental programs, private insurance plans and managed care
organizations. At times, the Company's accounts receivable have increased at a
rate greater than revenue growth and, therefore, have affected the Company's
cash flow from operations. In addition, in 1998, the Company determined that it
had not sent invoices timely to certain patients, primarily managed care
patients, for certain co-pays, deductibles and other amounts relating
principally to services rendered in 1998. In December 1998, the Company
commenced collection efforts for certain of these amounts. As a result of delay
in sending such invoices, the Company had difficulty in its collection efforts.
During the second quarter of 1999, the Company discontinued certain managed care
and payor related marketing programs and identified significantly aged segments
of its accounts receivable for which the likelihood of collectibility was
doubtful and recorded an additional provision. The Company has previously taken
steps to implement systems and processing changes intended to improve billing
procedures and related collections results and, in response to the unsent
invoices, it has undertaken additional initiatives to further improve claims
efficiencies and collections results, in addition to assessing the ultimate
collectibility of outstanding balances. While the Company's management believes
it has made progress by reorganizing and streamlining its accounts receivable
and billing functions, and the Company maintains what it believes to be an
adequate allowance for doubtful accounts, there can be no assurance that the
Company's ongoing assessment of accounts receivable will

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not result in the need for additional provision for doubtful accounts. Such
additional provision could have a material adverse affect on the Company's
financial condition and results of operations.

RISKS ASSOCIATED WITH INVESTMENTS IN MANAGEMENT INFORMATION SYSTEMS. The
Company has been investing in the development of information-based capabilities
and services which it plans to introduce or use in the future related to the
clinical management of urologists' patients. The Company has developed and
introduced, on a limited basis, disease outcomes reporting capabilities in one
disease state. Further development and delivery of these new services may
require substantial additional investment and represents an expansion of the
type of services the Company presently provides to urologists. There can be no
assurance that any future revenues directly or indirectly from these services
will be sufficient to cover or otherwise justify the costs of development and
introduction.

RISKS ASSOCIATED WITH DEVELOPMENT OF DATABASES. The confidentiality of
patient medical records is subject to considerable regulation by the state and
federal governments. Most state and federal laws and regulations govern both the
disclosure and the use of confidential patient medical record information.
Legislation and regulations governing the dissemination and use of medical
record information are being proposed continually at both the state and federal
levels. For example, pursuant to requirements under the Health Insurance
Portability and Accountability Act of 1996, in November 1999, the Secretary of
the DHHS published proposed regulations governing privacy standards for
individually identifiable health information that is electronically transmitted,
stored or maintained. Those proposed regulations followed the publication in
August 1998, of proposed regulations requiring health care providers that
maintain or transmit health information electronically to establish appropriate
administrative, technical and physical safeguards to ensure the confidentiality
and integrity of health information. The final regulations for both the proposed
rules are expected to be published later this year. In addition, the Secretary
of the DHHS published proposed regulations adopting standards for eight specific
types of electronic transactions and for the code sets used in conjunction with
those transactions. Physicians and other persons providing patient information
to the Company also are required to comply with these laws and regulations. If a
patient's privacy is violated, or if the Company is found to have violated any
state or federal statute or regulation with regard to the security,
confidentiality, dissemination or use of patient medical information, the
Company could be liable for damages, or civil or criminal penalties. The Company
believes that it complies in all material respects with all applicable state and
federal laws and regulations governing the confidentiality, dissemination and
use of medical record information. However, there can be no assurance that
differing interpretations of existing laws and regulations or the adoption of
new laws and regulations would not have a material adverse effect on the ability
of the Company to obtain or use patient information which, in turn, could have a
material adverse effect on the Company's plans to develop and market its urology
disease information database and related treatment. The Company intends to
continue to monitor and review the interpretation and enactment of laws and
regulations which affect the Company's plans to develop and market its urology
disease information database. In addition, the American Medical Association (the
"AMA") has issued an opinion to the effect that a physician who does not obtain
a patient's consent to the disclosure of the patient's medical record
information violates the AMA's ethical standards. While the AMA's opinions are
not law, they may influence the willingness of physicians to obtain patient
consents or to disclose patient medical information to the Company and thus
could have a material adverse effect on the Company's plans to develop and
market its urology disease information database.

UNCERTAINTIES RELATED TO PATENTS AND PROPRIETARY RIGHTS. UroCor has
licenses or license rights to certain United States patent and patent
applications. While UroCor's success does not depend on its ability to obtain
patents, there can be no assurance that it can operate without infringing upon
the proprietary rights of others. On UroCor's own patent applications, there can
be no assurance that patents, United States or foreign, will be obtained, or
that, if issued or licensed, they will be enforceable or will provide
substantial protection from competition or be of commercial benefit, or that

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UroCor will possess the financial resources necessary to enforce or defend any
of its patent rights. Federal court decisions establishing legal standards for
determining the validity and scope of patents in the field are in transition.
There can be no assurance that the historical legal standards surrounding
questions of validity and scope will continue to be applied or that current
defenses as to issued patents in the field will offer protection in the future.
UroCor also must avoid infringing patents issued to competitors and must
maintain technology licenses upon which certain of its current products are, or
any future products under development might be, based. Litigation, which could
result in substantial cost to the Company, may be necessary to enforce its
patent and license rights or to determine the scope and validity of proprietary
rights of third parties. If any of UroCor's products are found to infringe upon
patents or other rights owned by third parties, it could be required to obtain a
license to continue to utilize or market such products. There can be no
assurance that licenses to such patent rights would be made available to the
Company on commercially reasonable terms, if at all. If UroCor does not obtain
such licenses, it could encounter delays in marketing affected products or be
precluded from marketing them at all.

The Company also relies to a significant degree on trade secrets,
proprietary know-how and technological advances that are either not patentable
or that the Company chooses not to patent. The Company seeks to protect
non-patented proprietary information, in part, by confidentiality agreements
with suppliers, employees and consultants. There can be no assurance that these
agreements will not be breached, that the Company would have adequate remedies
for any breach or that the Company's trade secrets and proprietary know-how will
not otherwise become known or independently discovered by third parties. The
disclosure to third parties of proprietary non-patented information could have a
material adverse effect on the Company's financial condition and results of
operations.

COMPETITIVE PRESSURES. The industry in which the Company's diagnostics
business operates is characterized by intense competition with many different
types of competitors including specialty laboratories, diagnostic kit and
instrumentation manufacturers, local, regional and national pathology services,
hospital laboratories and general reference clinical laboratories. Many of the
Company's competitors are significantly larger and have significantly greater
financial, technical and administrative resources than the Company; many also
have long established relationships with the Company's current and prospective
customers and with managed care organizations. There can be no assurance that
the Company will be able to compete successfully with such entities in the
marketing of products and services and in the acquisition of new technologies.

Many companies, including large pharmaceutical firms with financial and
marketing resources and development capabilities substantially greater than
those of UroCor, are engaged in developing, marketing and selling therapeutic
products that compete with the therapeutic products currently offered by the
Company. The selling prices of such products frequently decline as competition
increases. Further, other products now in use or under development by others may
be more effective than UroCor's current or future products. The industry is
characterized by rapid technological change, and new or presently competing
products may prevent the Company's products from gaining sufficient market share
to attain profitability. There can be no assurance that the Company will be able
to compete successfully in marketing therapeutic products.

As a result of increasing competition in marketing to urologists, the
Company's ability to attract and retain sales representatives and management may
also affect its ability to compete in the marketing of both diagnostic services
and therapeutic products.

SOURCES AND AVAILABILITY OF RAW MATERIALS. The Company is dependent upon a
limited number of outside unaffiliated suppliers for its radioisotopes. To date,
the Company has been able to obtain the required radioisotopes for its products.
The Company believes that it will be able to continue to obtain required
radioisotopes from these or other sources, although there can be no assurance
thereof. The

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delay or unavailability of radioisotopes could have a material adverse effect on
the Company's production and sales levels and consequently upon its financial
condition and results of operations.

ACCESS TO CAPITAL. Historically, the Company's growth has required, and any
future growth will require, significant amounts of working capital. Although the
Company believes that existing capital resources will be adequate to fund its
present level of operations and implement its currently planned growth strategy,
there may be circumstances or new business opportunities that would require the
Company to seek additional resources. There is no assurance that the Company
would be able to obtain such financing on acceptable terms.

POSSIBLE VOLATILITY OF STOCK PRICE OF COMMON STOCK. There has been a
history of significant volatility in the market prices for shares of companies
engaged in the health care and biotechnology fields, and the market price of the
shares of the Common Stock may be highly volatile. Factors such as fluctuations
in the Company's quarterly revenues and operating results, announcements of
technological innovations or new analytical services by the Company and its
competitors and changes in third-party reimbursement and governmental regulation
may have a significant effect on the market price of the Common Stock. In
addition, any regulatory announcements or action with respect to the DOJ
investigation could have a negative impact on the Common Stock market price
pending and regardless of the ultimate outcome of any matter under
investigation.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:
None.

(b) Reports on Form 8-K
None.

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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.

<TABLE>
<S> <C> <C>
UROCOR, INC.

By: /s/ MICHAEL W. GEORGE
-----------------------------------------
Michael W. George
November 2, 2000 PRESIDENT AND CHIEF EXECUTIVE OFFICER

By: /s/ BRUCE C. HAYDEN
-----------------------------------------
Bruce C. Hayden
SENIOR VICE-PRESIDENT, CHIEF FINANCIAL
November 2, 2000 OFFICER, TREASURER AND SECRETARY
</TABLE>