Back to GetFilings.com



Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

     
(Mark One)

   
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

    For the quarterly period ended: September 30, 2002

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

    For the transition period from _____________ to _____________

Commission File Number: 0-11647

HYCOR BIOMEDICAL INC.


(Exact name of registrant as specified in its charter)
     
Delaware   58-1437178

 
(State or other jurisdiction of
incorporation or organization)
  (I. R. S. Employer
Identification No.)

7272 Chapman Avenue, Garden Grove, California 92841


(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (714) 933-3000

No Change


(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 [   ]

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class
 
Outstanding at October 25, 2002

 

Common Stock, $.01 Par Value
 
8,049,996

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
Exhibit List
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

HYCOR BIOMEDICAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

                         
            September 30,   December 31,
            2002   2001
           
 
ASSETS
               
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 2,339,111     $ 1,354,334  
 
Investments
    3,304,175       1,728,236  
 
Accounts receivable, net of allowance for doubtful accounts of $153,295 (2002) and $184,028 (2001)
    2,128,610       2,600,097  
 
Inventories (Note 2)
    5,450,679       5,742,068  
 
Prepaid expenses and other current assets
    277,598       230,393  
 
   
     
 
   
Total current assets
    13,500,173       11,655,128  
 
   
     
 
PROPERTY AND EQUIPMENT, at cost
    10,333,740       9,742,863  
 
Less accumulated depreciation
    (7,973,463 )     (7,180,582 )
 
   
     
 
     
Property and equipment, net
    2,360,277       2,562,281  
GOODWILL
    156,338       156,338  
INTANGIBLES AND OTHER ASSETS, net of accumulated amortization of $145,587 (2002) and $139,553 (2001)
    97,466       102,945  
 
   
     
 
     
Total assets
  $ 16,114,254     $ 14,476,692  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
 
Accounts payable
  $ 704,400     $ 427,881  
 
Accrued liabilities
    703,568       588,898  
 
Accrued payroll expenses
    798,846       682,608  
 
Current portion of long-term debt (Note 3)
    5,006       1,026,476  
 
   
     
 
   
Total current liabilities
    2,211,820       2,725,863  
 
   
     
 
Long-term debt (Note 3)
    1,000,000       2,028  
 
   
     
 
Total liabilities
    3,211,820       2,727,891  
STOCKHOLDERS’ EQUITY:
               
 
Common stock
    80,500       80,182  
 
Paid-in capital
    12,912,882       12,859,098  
 
Retained earnings (deficit)
    645,549       (347,236 )
 
Accumulated other comprehensive loss
    (736,497 )     (843,243 )
 
   
     
 
   
Total stockholders’ equity
    12,902,434       11,748,801  
 
   
     
 
       
Total liabilities and stockholders’ equity
  $ 16,114,254     $ 14,476,692  
 
   
     
 

Page 2


Table of Contents

HYCOR BIOMEDICAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited)

                                         
            Three Months Ended   Nine Months Ended
            September 30,   September 30,
           
 
            2002   2001   2002   2001
           
 
 
 
NET SALES
  $ 4,508,657     $ 4,208,616     $ 13,774,350     $ 12,860,940  
COST OF SALES
    2,083,812       1,921,203       6,445,024       5,824,467  
 
   
     
     
     
 
       
Gross profit
    2,424,845       2,287,413       7,329,326       7,036,473  
OPERATING EXPENSES:
                               
 
Selling, general, and administrative
    1,743,332       1,702,704       4,948,062       5,038,214  
 
Research and development
    376,545       426,203       1,395,642       1,477,109  
 
   
     
     
     
 
       
Total operating expenses
    2,119,877       2,128,907       6,343,704       6,515,323  
 
   
     
     
     
 
OPERATING INCOME
    304,968       158,506       985,622       521,150  
INTEREST EXPENSE
    10,285       14,159       31,501       43,276  
INTEREST INCOME
    48,489       31,477       118,990       99,930  
GAIN ON FOREIGN CURRENCY TRANSACTIONS
    61,870       22,308       83,258       1,461  
 
   
     
     
     
 
INCOME BEFORE INCOME TAX PROVISION
    405,042       198,132       1,156,369       579,265  
INCOME TAX PROVISION
    73,184       51,191       163,584       118,888  
 
   
     
     
     
 
NET INCOME
  $ 331,858     $ 146,941     $ 992,785     $ 460,377  
 
   
     
     
     
 
BASIC EARNINGS PER SHARE
  $ 0.04     $ 0.02     $ 0.12     $ 0.06  
 
   
     
     
     
 
DILUTED EARNINGS PER SHARE
  $ 0.04     $ 0.02     $ 0.12     $ 0.06  
 
   
     
     
     
 
AVERAGE COMMON SHARES OUTSTANDING:
                               
   
Basic
    8,040,860       7,985,828       8,031,215       7,913,314  
 
   
     
     
     
 
   
Diluted
    8,231,501       8,249,279       8,238,114       8,193,197  
 
   
     
     
     
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                               
Net Income
  $ 331,858     $ 146,941     $ 992,785     $ 460,377  
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
                               
     
Foreign currency translation adjustments
    (59,431 )     34,471       115,394       (219,073 )
     
Unrealized gains (losses) on securities
    10,613       43,146       (12,499 )     115,319  
       
Plus: reclassification adjustment for (gains) losses included in net income
                3,851        
 
   
     
     
     
 
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
    (48,818 )     77,617       106,746       (103,754 )
 
   
     
     
     
 
COMPREHENSIVE INCOME
  $ 283,040     $ 224,558     $ 1,099,531     $ 356,623  
 
   
     
     
     
 

Page 3


Table of Contents

HYCOR BIOMEDICAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

                         
            September 30,   September 30,
            2002   2001
           
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net income
  $ 992,785     $ 460,377  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation and amortization
    706,682       843,033  
   
Provision for doubtful accounts receivable
    36,707       53,764  
   
Provision for excess and obsolete inventories
    86,064       17,443  
   
Gain on sales of assets
    (16,319 )      
   
Change in assets and liabilities, net of effects of foreign currency adjustments:
               
     
Accounts receivable
    504,815       572,805  
     
Inventories
    304,315       (693,176 )
     
Prepaid expenses and other current assets
    (43,437 )     12,712  
     
Accounts payable
    265,096       (25,554 )
     
Accrued liabilities
    98,894       22,320  
     
Accrued payroll expenses
    106,554       (454,966 )
 
   
     
 
       
Total adjustments
    2,049,371       348,381  
 
   
     
 
   
Net cash provided by operating activities
    3,042,156       808,758  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Purchases of investments
    (1,890,673 )      
 
Proceeds from sales of investments
    295,198       20,000  
 
Purchases of property and equipment
    (453,919 )     (431,372 )
 
Other
    20,475       (6,355 )
 
   
     
 
   
Net cash used in investing activities
    (2,028,919 )     (417,727 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Principal payments on long-term debt
    (23,300 )     (42,031 )
 
Proceeds from issuance of common stock
    54,102       72,707  
 
   
     
 
   
Net cash provided by financing activities
    30,802       30,676  
 
   
     
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    (59,262 )     (125,545 )
 
   
     
 
INCREASE IN CASH AND CASH EQUIVALENTS
    984,777       296,162  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    1,354,334       694,764  
 
   
     
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 2,339,111     $ 990,926  
 
   
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—
               
 
Cash paid during the period — interest
  $ 31,519     $ 63,095  
       
— income taxes
  $ 81,875     $ 32,161  

Page 4


Table of Contents

HYCOR BIOMEDICAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002

1.    Basis of Presentation
     
       In the opinion of the Company, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly the financial position of the Company as of September 30, 2002 and December 31, 2001, the results of its operations and the cash flows for the three and nine-month periods ended September 30, 2002 and 2001.
 
       These interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.
 
       These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2001 annual report on Form 10-K as filed with the Securities and Exchange Commission. Certain items in the 2001 consolidated financial statements have been reclassified to conform to the 2002 presentation.
 
       The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.
 
       Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding, while diluted EPS additionally includes the dilutive effect of the Company’s outstanding options and warrants computed using the treasury stock method.

2.    Inventories
     
       Inventories are valued at the lower of cost (first-in, first-out method) or market. Cost includes material, direct labor, and manufacturing overhead. Inventories at September 30, 2002 and December 31, 2001 consist of:

                 
    9/30/02   12/31/01
   
 
Raw materials
  $ 1,497,150     $ 1,572,660  
Work in process
    2,080,954       1,899,628  
Finished goods
    1,872,575       2,269,780  
 
   
     
 
 
  $ 5,450,679     $ 5,742,068  
 
   
     
 

3.    Long Term Debt
     
       On May 7, 2002, the Company renewed its existing $2,000,000 line of credit on substantially the same terms with a maturity date of July 1, 2004. The loan is collateralized by the Company’s accounts receivable, inventories, and property and equipment. At September 30, 2002, $1,000,000 was outstanding. Due to the change in the maturity date, the balance sheet classification of amounts due under this line was changed from short-term at December 31, 2001, to long-term at June 30, 2002. Advances under the line bear interest at the prime rate or at LIBOR plus 2% (3.9% at September 30, 2002).
 
       The line of credit contains restrictive covenants, the most significant of which relate to the maintenance of minimum tangible net worth, debt-to-tangible net worth requirements, and liquid

Page 5


Table of Contents

     
  assets plus accounts receivable-to-current liabilities requirements. At September 30, 2002, the Company was in compliance with such covenants.

4.    New Accounting Pronouncements
     
       In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under SFAS 142, the Company is no longer required to amortize goodwill and other intangible assets with indefinite lives but will be required to subject these assets to periodic testing for impairment. SFAS 142 supersedes APB Opinion No. 17, Intangible Assets, effective for fiscal years beginning after December 15, 2001. The Company adopted SFAS 142 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.
 
       Statement of Financial Accounting Standards No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets (“SFAS 143”) was issued by the FASB in August 2001. SFAS 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early adoption permitted. The Company adopted SFAS 143 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.
 
       The FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”) in October 2001. SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets and new standards for reporting discontinued operations. SFAS 144 superseded Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and APB Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001 and, in general, are to be applied prospectively. The Company adopted SFAS 144 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.
 
       In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”). SFAS 146 addresses the financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” Under SFAS 146, a liability for a cost associated with an exit or disposal activity must be recognized when the liability is incurred. This Statement also establishes that fair value is the objective for initial measurement of the liability. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not anticipate that adopting SFAS 146 will have a material impact on its consolidated financial statements.

Page 6


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

     This Section and this entire report contain forward-looking statements and include assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to a number of risks, uncertainties, and other factors. In connection with the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statements identifying important factors which, among other things, could cause the actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in this Section and in this entire Report. The Company intends that all forward-looking statements be subject to the “safe-harbor” provisions contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

     Such factors include, but are not limited to, product demand and market acceptance risks; the effect of economic conditions; the impact of competitive products and pricing; product development; commercialization and technological difficulties; capacity and supply constraints or difficulties; difficulties competing against larger companies which have substantially greater financial resources; failure to receive and maintain regulatory approvals for our products; rapid technological change and new products developed by others which are more effective or less costly than our current or future products or which render our technologies and products obsolete or non-competitive; availability of capital resources; general business and economic conditions, including currency risks based on the relative strength or weakness of the U.S. dollar, euro conversions, and changes in government laws and regulations, including taxes; and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The historical results achieved by the Company are not necessarily indicative of its future prospects. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Significant Accounting Policies

     The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and management is required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

Revenue Recognition

     Revenues from product sales are recognized at the time of shipment and passage of title. Revenues from customers under distributorship agreements are also recognized at the time of shipment and passage of title. No consignment sales, rights of return or other such special terms are in effect. The Company offers all customers the right to return products that are shipped in error or damaged. While such returns have historically been immaterial, we cannot guarantee that we will continue to experience the same return rates that we have in the past. Any significant increase in product failure rates and the resulting credit returns could have a material adverse impact on our operating results for the period or periods in which such returns materialize.

Accounts Receivable

     The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness. The Company continuously monitors collections and payments from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The Company’s credit losses have historically been within expectations and the provisions established. However, the inability of one of the Company’s significant customers to pay amounts owed could have a material adverse impact on the Company’s operating results.

Page 7


Table of Contents

Inventories

     Inventories are valued at the lower of the actual cost to purchase and/or manufacture the inventory or the current estimated market value of the inventory. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on an estimated forecast of product demand and production requirements. The Company’s losses from disposal of excessive and obsolete inventories have historically been within expectations and the provisions established. However, a significant increase in the demand for our products could result in a short-term increase in the cost of inventory purchases while a significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand. In addition, rapid technological change or new product development could result in an increase in the amount of obsolete inventory quantities on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if our inventory is determined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination. Likewise, if our inventory is determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale. Therefore, although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our reported operating results.

Deferred Taxes

     The Company’s deferred taxes relate primarily to operating losses that are available to offset future taxable income and tax credits that are available to offset future income taxes. Deferred taxes are also recognized for differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company evaluates a variety of factors in determining the amount of deferred income assets to be recognized pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. As of December 31, 2001, the Company had recorded a 100% valuation allowance on its net deferred assets. To the extent that it becomes more likely than not that the deferred assets would be realized, the Company would be required to reverse all or a portion of the valuation allowance. Reducing the amount of valuation allowance would have the affect of reducing the Company’s effective tax rate and have a positive impact on net income in the period of change.

     Warranties

     All products are guaranteed to perform pursuant to Company policy for each product type when stored and used as directed. Warranty is limited to replacement of defective product returned at no cost to the customer. While our warranty costs have historically been immaterial, we cannot guarantee that we will continue to experience the same warranty return rates that we have in the past. A significant increase in product return rates could have a material adverse impact on operating results for the period or periods in which such returns materialize.

New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under SFAS 142, the Company is no longer required to amortize goodwill and other intangible assets with indefinite lives but will be required to subject these assets to periodic testing for impairment. SFAS 142 supersedes APB Opinion No. 17, Intangible Assets, effective for fiscal years beginning after December 15, 2001. The Company adopted SFAS 142 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.

Page 8


Table of Contents

     Statement of Financial Accounting Standards No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets (“SFAS 143”) was issued by the FASB in August 2001. SFAS 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early adoption permitted. The Company adopted SFAS 143 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.

     The FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”) in October 2001. SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets and new standards for reporting discontinued operations. SFAS 144 superseded Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and APB Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001 and, in general, are to be applied prospectively. The Company adopted SFAS 144 effective January 1, 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements.

     In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”). SFAS 146 addresses the financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” Under SFAS 146, a liability for a cost associated with an exit or disposal activity must be recognized when the liability is incurred. This Statement also establishes that fair value is the objective for initial measurement of the liability. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not anticipate that adopting SFAS 146 will have a material impact on its consolidated financial statements.

Liquidity and Capital Resources

     The Company has adequate working capital and sources of capital to carry on its current business and to meet its existing and expected future capital requirements for the next twelve months. As of September 30, 2002, the Company increased its working capital approximately $2,359,000 when compared to December 31, 2001. This increase was a result of normal operations and the reclassification of $1,000,000 of current liabilities to long-term debt.

     The Company’s principal capital commitments are to support the HY-TEC business, which requires the purchase of instruments. In many cases, the instruments are placed in use in laboratories of the Company’s direct customers and paid for over an agreed contract period by the purchase of test reagents. This “reagent rental” sales program, common to the diagnostic market, creates negative cash flows in the initial years. In 1995, the Company entered into a long-term product manufacturing and sales agreement to purchase certain minimum levels of HY-TEC instruments. This agreement terminates in August 2003. At September 30, 2002, the approximate minimum future commitments under the agreement were $280,000. Working capital, operating results, and the available line of credit are expected to be sufficient to satisfy this commitment and the needs of operations for the foreseeable future.

Page 9


Table of Contents

Results of Operations

     During the three and nine-month periods ended September 30, 2002, sales increased approximately $300,000 or 7.1% and $913,000 or 7.1%, respectively, compared to the same periods last year. During the three and nine-month periods ended September 30, 2002, sales of urinalysis and clinical immunology product lines increased $320,000 or 8.2% and $1,068,000 or 8.9%, while sales of other products decreased $20,000 or 6.9% and $155,000 or 17.5%, respectively, when compared to the same periods last year. The increase in sales for both the three and nine-month periods was primarily the result of increased sales in the allergy product line. These increases were primarily due to increased volumes with pre-existing long-term accounts and increasing purchasing activity from additional Hy-Tec placements in clinical laboratories within the last 12 months.

     In periods when the U.S. dollar is weakening, the translation impact on the financial statements of the consolidated foreign affiliates is that of higher sales, costs, and net income. During the three and nine-month periods ended September 30, 2002, sales were affected by the weakening dollar resulting in a positive foreign currency translation impact on consolidated reported sales of approximately $93,000 or 2.1% and $95,000 or 0.7%, respectively, when compared to 2001.
     Continued pressures in the health care industry for cost controls affect the Company’s revenue and the Company anticipates that these pricing pressures will continue in the future.

     Gross profit as a percentage of product sales decreased for the three and nine-month periods ended September 30, 2002 from approximately 54.4% to 53.8% and 54.7% to 53.2%, respectively, when compared to the same periods last year. This decrease was due primarily to changes in the product sales mix.

     Selling, general and administrative expenses increased for the three month period ended September 30, 2002, approximately $41,000 or 2.4% and decreased for the nine-month period ended September 30, 2002, approximately $90,000 or 1.8%, when compared to the same periods last year. These changes were due primarily to temporary vacancies in two field sales positions, which were filled in the second quarter of 2002.

     Research and development costs decreased for the three and nine-month periods ended September 30, 2002, approximately $50,000 or 11.7% and $82,000 or 5.6%, respectively, when compared to the same periods last year. This decrease is due to a reduced number of R&D projects as compared to the prior year.

     The Company currently has a 100% valuation allowance against net deferred tax assets. The tax provision for the nine-month periods ended September 30, 2002 and September 30, 2001 reflects the provision for estimated federal, state, and foreign liabilities that are not offset by net operating loss carry-forwards.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The Company’s financial instruments include cash and cash equivalents, investments and long-term debt. At September 30, 2002, the carrying values of our financial instruments approximated their fair values based on current market prices and rates.

     The Company is exposed to a number of market risks in the ordinary course of business. These risks, which include foreign currency exchange risk and interest rate risk, arise in the normal course of business rather than from trading. Aside from the operations of our subsidiaries in Germany and Scotland, we do not transact business in foreign currencies. At the present time, we do not have any hedging programs in place and we are not trading in any financial or derivative instruments.

Page 10


Table of Contents

Foreign Currency

     Our international sales expose us to foreign currency risk in the ordinary course of our business. For the three and nine-month periods ended September 30, 2002, the percentage of the Company’s net sales generated by the Company’s foreign subsidiaries (“Foreign Subs”) were approximately 23.6% and 24.3%, respectively. The financial position and results of operations of the Foreign Subs are measured using the local currency as the functional currency. The Foreign Subs sell product in various European currencies that are collected at future dates and purchase raw materials and finished goods in both U.S. Dollars and other European currencies. Accordingly, the Company is exposed to transaction gains and losses that could result from changes in foreign currency exchange rates. Realized gains and losses from foreign currency transactions are included in operations as incurred.

     For financial reporting purposes, the Foreign Subs’ statements of operations are translated from the local currency into U.S. Dollars at the exchange rates in effect during the reporting period. When the local currency strengthens compared to the U.S. Dollar, there is a positive effect on the Foreign Subs’ sales as reported in the Company’s Consolidated Financial Statements. Conversely, when the U.S. Dollar strengthens, there is a negative effect. For the three and nine-month periods ended September 30, 2002, the net impact to the Company’s reported sales from the effect of exchange rate fluctuations was an increase of approximately $93,000 and $95,000, respectively, when compared to the same periods in 2001

     Assets and liabilities of the subsidiaries are translated at the exchange rate in effect at each year-end. Translation adjustments arising from differences in exchange rates from period to period are included in the accumulated other comprehensive loss account in stockholders’ equity. At September 30, 2002 the accumulated other comprehensive loss was approximately ($736,000) which included the cumulative effect of foreign currency translation adjustments of approximately ($793,000).

Interest Rates

     At September 30, 2002, $1,000,000 was outstanding on the Company’s line of credit. Advances under the line bear interest at the prime rate or at LIBOR plus 2%. The weighted average interest rate for the three and nine-month periods ended September 30, 2002 were 4.02% and 4.10%, respectively. If rates were to increase by 10%, the estimated impact on the Company’s Consolidated Financial Statements would be to reduce net income for the three and nine-month periods ended September 30, 2002, by approximately $1,000 and $3,000, respectively, before taxes based on amounts outstanding and weighted average rates in effect throughout the period ended September 30, 2002.

Item 4. Controls and Procedures

     Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) and 15d-14(c). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management of the company on a timely basis in order to comply with the company’s disclosure obligations under the Securities Exchange Act of 1934 and the SEC rules thereunder. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

Page 11


Table of Contents

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

            (a) Exhibits:

     
Exhibit 99.1:   Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 99.2:   Certification by Chief Financial Office Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

            (b) Reports on Form 8K: None

SIGNATURE

     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.

         
    HYCOR BIOMEDICAL INC.

Date: November 14, 2002   By:   /s/ Armando Correa
       
        Armando Correa, Director of Finance

(Mr. Correa is the Principal Accounting Officer
and has been duly authorized to sign on behalf of
the registrant.)

Page 12


Table of Contents

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, J. David Tholen, certify that:

1. I have reviewed this quarterly report on form 10-Q of Hycor Biomedical Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         
Date: November 14, 2002   By:   /s/ J. David Tholen
       
        J. David Tholen
President and
Chief Executive Officer

Page 13


Table of Contents

I, Reginald P. Jones, certify that:

1. I have reviewed this quarterly report on form 10-Q of Hycor Biomedical Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         
Date: November 14, 2002   By:   /s/ Reginald P. Jones
       
        Reginald P. Jones
Senior Vice President and
Chief Financial Officer

Page 14


Table of Contents

Exhibit List

     
Exhibit No.   Name of Exhibit

 
99.1   Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2   Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Page 15