<PAGE>
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                                 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, 1998
                                       OR
 
  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
        FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 
                         COMMISSION FILE NUMBER 0-28328
 
                            ------------------------
 
                                  UROCOR, INC.
 
             (Exact name of registrant as specified in its charter)
 
                  DELAWARE                             75-2117882
          (State of incorporation)          (IRS Employer Identification No.)
 
  800 RESEARCH PARKWAY, OKLAHOMA CITY, OK                 73104
  (Address of principal executive offices)             (zip code)
 
                                 (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 November 6, 1998 was 10,463,775 shares.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                  UROCOR, INC.
 
                                   FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998
 
                                     INDEX
 
                         PART I--FINANCIAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                           ---------
<S>           <C>                                                                                          <C>
ITEM 1.       FINANCIAL STATEMENTS (UNAUDITED)
 
              Balance Sheets as of September 30, 1998 and December 31, 1997..............................      3
 
              Statements of Operations for the three and nine months ended September 30, 1998 and 1997...      4
 
              Statements of Cash Flows for the nine months ended September 30, 1998 and 1997.............      5
 
              Notes to Unaudited Interim Financial Statements--September 30, 1998........................     6-7
 
ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......    8-12
 
ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS................................     12
 
                                             PART II--OTHER INFORMATION
 
ITEM 1.       LEGAL PROCEEDINGS..........................................................................     13
 
ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS..................................................     13
 
ITEM 3.       DEFAULTS UPON SENIOR SECURITIES............................................................     13
 
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................     13
 
ITEM 5.       OTHER INFORMATION..........................................................................    14-19
              Cautionary Statements
 
ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K...........................................................     19
 
Signatures...............................................................................................     20
</TABLE>
 
                                       2
<PAGE>
                         PART I--FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
                                  UROCOR, INC.
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                                           DECEMBER 31,
                                                                                                               1997
                                                                                           SEPTEMBER 30,   -------------
                                                                                                1998
                                                                                           --------------
                                                                                            (UNAUDITED)
<S>                                                                                        <C>             <C>
                                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents..............................................................  $   11,400,566  $   6,896,033
  Short-term marketable investments......................................................       6,064,109     16,697,067
  Accounts receivable, net of allowance for doubtful accounts of $8,103,226 in 1998 and
    $2,619,485 in 1997...................................................................      14,353,417     13,631,144
  Prepaid expenses.......................................................................         791,851        988,659
  Laboratory supplies, at average cost...................................................         561,049        497,639
  Inventory..............................................................................         335,658        111,096
  Deferred tax asset--current, net.......................................................       3,555,781      1,470,781
  Other current assets...................................................................       1,126,802        575,875
                                                                                           --------------  -------------
    Total current assets.................................................................      38,189,233     40,868,294
                                                                                           --------------  -------------
LONG-TERM MARKETABLE INVESTMENTS.........................................................       2,127,340      2,012,656
PROPERTY AND EQUIPMENT, net..............................................................       9,254,072      8,555,511
NON-CURRENT DEFERRED TAX, net............................................................         580,684        358,684
INTANGIBLE AND OTHER ASSETS, net.........................................................       2,166,945      2,656,974
                                                                                           --------------  -------------
    Total assets.........................................................................  $   52,318,274  $  54,452,119
                                                                                           --------------  -------------
                                                                                           --------------  -------------
                                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable.......................................................................  $    3,067,961  $   2,263,645
  Accrued compensation...................................................................         746,907        665,817
  Current installments of obligations under capital leases...............................         267,990        441,435
  Other accrued liabilities..............................................................         880,897        108,421
                                                                                           --------------  -------------
    Total current liabilities............................................................       4,963,755      3,479,318
OBLIGATIONS UNDER CAPITAL LEASES, net of current installments............................          32,371        217,697
                                                                                           --------------  -------------
    Total liabilities....................................................................       4,996,126      3,697,015
                                                                                           --------------  -------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value, authorized 6,000,000 shares at September 30, 1998 and
    at December 31, 1997; no shares issued and outstanding at September 30, 1998 or at
    December 31, 1997....................................................................        --             --
  Common stock, $.01 par value, authorized 20,000,000 shares at September 30, 1998 and at
    December 31, 1997; 10,430,168 shares issued and outstanding at September 30, 1998 and
    10,345,616 shares issued and outstanding at December 31, 1997........................         104,302        103,456
  Additional paid-in capital.............................................................      58,726,429     58,390,646
  Accumulated deficit....................................................................     (11,508,583)    (7,738,998)
                                                                                           --------------  -------------
    Total stockholders' equity...........................................................      47,322,148     50,755,104
                                                                                           --------------  -------------
    Total liabilities and stockholders' equity...........................................  $   52,318,274  $  54,452,119
                                                                                           --------------  -------------
                                                                                           --------------  -------------
</TABLE>
 
      The accompanying notes are an integral part of these balance sheets.
 
                                       3
<PAGE>
                                  UROCOR, INC.
 
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                 SEPTEMBER 30,
                                                            ----------------------------  ----------------------------
                                                                1998           1997           1998           1997
                                                            -------------  -------------  -------------  -------------
<S>                                                         <C>            <C>            <C>            <C>
REVENUE...................................................  $  11,802,243  $   7,785,528  $  33,680,084  $  23,658,800
 
OPERATING EXPENSES:
  Direct cost of services and products....................      4,555,023      3,170,621     13,023,472      9,075,557
  Selling, general and administrative expenses............      6,048,164      3,953,187     17,548,680     11,633,297
  Research and development................................        531,112        497,852      1,538,666      1,719,308
  Special charges.........................................      8,205,606       --            8,205,606       --
                                                            -------------  -------------  -------------  -------------
    Total operating expenses..............................     19,339,905      7,621,660     40,316,424     22,428,162
                                                            -------------  -------------  -------------  -------------
 
OPERATING INCOME (LOSS):..................................     (7,537,662)       163,868     (6,636,340)     1,230,638
 
OTHER INCOME (EXPENSE):
  Interest, net...........................................        271,813        357,940        905,176      1,132,584
  Other...................................................       (339,125)      --             (339,125)      --
                                                            -------------  -------------  -------------  -------------
    Total other income (expense)..........................        (67,312)       357,940        566,051      1,132,584
                                                            -------------  -------------  -------------  -------------
Income (loss) before income taxes.........................     (7,604,974)       521,808     (6,070,289)     2,363,222
Income tax benefit........................................      2,884,264       --            2,301,264       --
                                                            -------------  -------------  -------------  -------------
 
NET INCOME (LOSS).........................................  $  (4,720,710) $     521,808  $  (3,769,025) $   2,363,222
                                                            -------------  -------------  -------------  -------------
                                                            -------------  -------------  -------------  -------------
 
NET INCOME (LOSS) PER SHARE:
Basic:
  Net Income (Loss) Per Common Share......................  $        (.45) $         .05  $        (.36) $         .23
                                                            -------------  -------------  -------------  -------------
                                                            -------------  -------------  -------------  -------------
  Weighted Average Common and Common Equivalent Shares
    Outstanding...........................................     10,422,252     10,183,693     10,382,736     10,161,763
                                                            -------------  -------------  -------------  -------------
                                                            -------------  -------------  -------------  -------------
Diluted:
  Net Income (Loss) Per Common Share-- Assuming
    Dilution..............................................  $        (.43) $         .05  $        (.34) $         .21
                                                            -------------  -------------  -------------  -------------
                                                            -------------  -------------  -------------  -------------
  Weighted Average Common and Common Equivalent Shares
    Outstanding--Assuming Dilution........................     11,043,984     11,069,309     11,058,709     11,097,105
                                                            -------------  -------------  -------------  -------------
                                                            -------------  -------------  -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       4
<PAGE>
                                  UROCOR, INC.
 
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                          NINE MONTHS ENDED
                                                                                            SEPTEMBER 30,
                                                                                     ----------------------------
                                                                                         1998           1997
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)................................................................  $  (3,769,025) $   2,363,222
  Adjustments to reconcile net income to net cash used in operating activities:
    Depreciation and amortization..................................................      1,951,514      1,105,727
    Deferred income tax (benefit)..................................................     (2,307,000)      --
    Stock option compensation expense..............................................         93,085         96,032
    (Gain) loss on disposition of equipment........................................         (3,380)         6,960
    Loss on asset write downs......................................................      2,020,204       --
    Changes in assets and liabilities:
      Increase in accounts receivable..............................................       (722,273)    (4,526,305)
      (Increase) decrease in prepaid expense.......................................        196,808       (150,463)
      (Increase) decrease in laboratory supplies...................................        (63,410)       221,335
      Increase in inventory........................................................       (224,562)      (106,689)
      Increase in other current assets.............................................       (550,927)      (363,475)
      Increase (decrease) in accounts payable......................................        804,316       (548,676)
      Increase (decrease) in accrued compensation..................................         81,090       (941,208)
      Increase (decrease) in accrued liabilities...................................        772,476        (27,459)
                                                                                     -------------  -------------
        Net cash used in operating activities......................................     (1,721,084)    (2,870,999)
                                                                                     -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Maturities (purchases) of short-term marketable investments, net.................     10,632,958        (29,374)
  Maturities (purchases) of long-term marketable investments, net..................       (114,684)     4,005,654
  Capital expenditures.............................................................     (3,898,862)    (4,205,348)
  Intangible and other assets......................................................       (277,871)      (272,312)
                                                                                     -------------  -------------
        Net cash provided by (used in) investing activities........................      6,341,541       (501,380)
                                                                                     -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from employee stock purchase plan.......................................        103,434       --
  Proceeds from exercise of stock options..........................................        139,415        108,063
  Principal payments under capital lease obligations and other indebtedness........       (358,773)      (469,044)
                                                                                     -------------  -------------
        Net cash used in financing activities......................................       (115,924)      (360,981)
                                                                                     -------------  -------------
Net increase (decrease) in cash and cash equivalents...............................      4,504,533     (3,733,360)
CASH AND CASH EQUIVALENTS, beginning of year.......................................      6,896,033     15,796,070
                                                                                     -------------  -------------
CASH AND CASH EQUIVALENTS, end of period...........................................  $  11,400,566  $  12,062,710
                                                                                     -------------  -------------
                                                                                     -------------  -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest...........................................................  $      38,073  $     115,282
  Cash paid for income taxes.......................................................        550,000        350,000
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       5
<PAGE>
                                  UROCOR, INC.
 
               NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 1998
 
NOTE 1--BASIS OF PRESENTATION:
 
    The accompanying unaudited 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 filed with the Securities and Exchange Commission on March 30, 1998.
 
    Operating results for the three and nine month periods ended September 30,
1998 are not necessarily indicative of the results that may be expected for the
full year ending December 31, 1998.
 
NOTE 2--SPECIAL CHARGES:
 
    During the third quarter of 1998, the Company recognized special charges
consisting of the following:
 
<TABLE>
<CAPTION>
<S>                                                                               <C>
Increased provision for accounts receivable.....................................  $  4,700,000
Exit costs related to Urology Support Services ("USS")..........................     2,220,529
Non-strategic program asset write-offs & other restructuring costs..............     1,106,762
Severance costs for workforce reduction.........................................       178,315
                                                                                  ------------
Special charges.................................................................  $  8,205,606
                                                                                  ------------
                                                                                  ------------
</TABLE>
 
    The Company determined that collection costs on certain aged segments of its
accounts receivable outweighed the expected proceeds. Accordingly, a provision
of $4,700,000 was made for the older receivable balances.
 
    At the end of the third quarter, the Company made the decision to exit the
USS business when it determined that a successful spin-off of the unit as an
independent entity could not be completed in a timely manner and notified all
employees affected. The exit costs related to this decision of $2,220,529
include employee severance costs for USS employees, estimated expenses for
orderly termination and transition of USS' service contracts and related asset
write-downs. Severance and outplacement costs of $128,604 are accrued for all 14
people employed by the USS business who were terminated after transitioning the
existing service contracts at the end of October 1998. These benefits are
anticipated to be paid out primarily in the fourth quarter of 1998 and the first
quarter of 1999. The write-offs for software, start-up costs and other assets
associated with the USS business totaled $1,763,178. Finally, the costs
associated with terminating and transitioning the USS' service contracts have
been accrued at $328,747 and are expected to be paid primarily in the fourth
quarter of 1998 and the first quarter of 1999.
 
    Also at the end of the third quarter, the Company eliminated 23 positions
across all departments of the Company as part of streamlining the organizational
structure of the Company. The severance and outplacement costs associated with
this workforce reduction totaled $178,315 and are anticipated to be paid
primarily during the fourth quarter of 1998. In addition to the workforce
reduction, the Company's restructuring included the elimination of certain
non-strategic programs, which resulted in asset write-downs principally for
research and software assets totaling $888,741. Other non-recurring costs
associated with this restructuring totaled $218,021.
 
                                       6
<PAGE>
                                  UROCOR, INC.
 
               NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
                         SEPTEMBER 30, 1998 (CONTINUED)
 
NOTE 3--IMPACT OF ACCOUNTING STANDARDS NOT YET ADOPTED BY THE COMPANY:
 
    In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-Up
Activities. SOP 98-5 requires that costs of start-up activities, as defined by
SOP 98-5, be expensed as incurred in financial statements for fiscal years
beginning after December 15, 1998. The Company has historically capitalized
certain costs associated with start-up activities for new products, processes or
operations and amortized the costs over a relatively short period of time
(usually 12 to 24 months). The Company will adopt SOP 98-5 in January 1999. The
Company currently has approximately $71,000 in start-up costs included on the
balance sheet as Intangible and Other Assets, net. Given the current rate of
amortization of these start-up costs, the impact of this change in accounting
principle in January 1999 will be approximately $62,000 as a pre-tax write-off
of remaining balances.
 
NOTE 4--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,
1998. 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, 1998, there was not a material net
unrealized gain or loss on these investments.
 
NOTE 5--COMMITMENTS:
 
    In June 1998, the Company amended its lease agreement with Presbyterian
Health Foundation to reflect the Company's planned relocation to an adjacent
building currently under construction. The Company anticipates it will relocate
to the new facility by mid-1999. Pursuant to the lease amendment, the Company's
rent for its facilities will increase by approximately $270,000 per year,
subject to annual adjustment. The lease expires by its terms in 2013, subject to
early termination provisions. In addition, the Company has committed to funding
a portion of the building tenant improvements and expects to spend in excess of
$2.0 million for such improvements and other capital expenditures related to the
new building.
 
                                       7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS
 
    The following discussion of operations and financial condition of UroCor,
Inc. ("UroCor" or the "Company") should be read in conjunction with the
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 provides a broad range of diagnostic services for the clinical
management of certain urological cancers and diseases. The Company complements
its diagnostic services by marketing and co-promoting therapeutic products for
certain of these diseases. The Company is also developing and offering related
information services intended to enhance and expand services to its clients. The
Company has established integrated capabilities to serve the needs of urologists
and managed care organizations for the diagnostic, prognostic and therapeutic
care of patients throughout the entire course of their diseases.
 
    The Company currently derives over 85% of its revenue from diagnostic
products and services that its UroDiagnostics Group 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 (i.e. Medicare), as well as
individual patients and physicians. For the nine months ended September 30,
1998, approximately 45%, 43%, 7% and 5% 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 month's ended September 30, 1998, the Company derived
approximately 10% of its revenue from the marketing of two therapeutic products
pursuant to a co-promotion agreement entered into in October 1997. Under the
agreement, the Company recognizes revenue when earned based primarily on the
attainment of mutually agreed upon sales goals, therefore, the revenues recorded
in respect of prior periods may not be indicative of future results. The Company
also has distribution rights for another therapeutic product currently under
review by the United States Food and Drug Administration (the "FDA").
 
    At the end of the third quarter 1998, the Company took three actions
directed at increasing earnings growth potential. First, the Company decided to
exit the USS business based on its determination that completing an acceptable
spin-off transaction on a timely basis was not probable. Second, the Company
accelerated efforts directed at improving its accounts receivable billing,
processing and collection systems and, accordingly, increased its reserve levels
for significantly past due balances. Third, the Company implemented cost
reduction initiatives including elimination of non-strategic programs and
workforce reductions. Special charges related to these three actions totaled
approximately $8.2 million.
 
RESULTS OF OPERATIONS
 
    REVENUE.  Revenue increased 51.6%, from approximately $7.8 million in the
three months ended September 30, 1997 to approximately $11.8 million in the
three months ended September 30, 1998, and increased 42.4%, from approximately
$23.7 million in the first nine months of 1997 to approximately $33.7 million in
the first nine months of 1998. These increases resulted from an increase in case
volume of 40.6% and 34.1% for the three and nine month periods respectively, due
primarily to expansion of the Company's client base and increased utilization of
the Company's diagnostic products and services by existing clients. Revenue also
increased as a result of therapeutics product co-promotion revenue, which
totaled approximately $1.3 million for the three months ended September 30, 1998
and approximately
 
                                       8
<PAGE>
$3.7 million for the nine months ended September 30, 1998. There was no
comparable therapeutics revenue for the three or nine month periods ended
September 30, 1997.
 
    DIRECT COST OF SERVICES AND PRODUCTS.  Direct cost of services and products
increased 43.7%, from approximately $3.2 million in the three months ended
September 30, 1997 to approximately $4.6 million in the three months ended
September 30, 1998, and increased 43.5%, from $9.1 million in the first nine
months of 1997 to $13.0 million in the first nine months of 1998. These
increases were due principally to higher personnel costs and supply and
distribution costs resulting from increased case volume. Incremental costs also
resulted from USS business operations and expanded utilization of the Company's
wide area network report delivery system by the Company's clients. As a
percentage of revenue, direct expenses decreased to 38.6% for the three months
ended September 30, 1998 from 40.7% for the three months ended September 30,
1997, and increased to 38.7% of revenue for the first nine months of 1998 from
38.4% for the first nine months of 1997. The decrease for the three month
periods relates, in part, to higher logistics costs resulting from a UPS strike
in August 1997. The increase for the nine month period was due to growth of the
Company's serum and microbiology products each having lower profit margins than
those of most of the Company's other products, as well as the incremental USS
operations costs and wide area network report delivery system costs.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased 53.0%, from approximately $4.0 million in the
three months ended September 30, 1997 to approximately $6.0 million in the three
months ended September 30, 1998, and increased 50.8%, from $11.6 million in the
first nine months of 1997 to $17.5 million in the first nine months of 1998.
These increases were due principally to higher personnel costs related to
management information services personnel, sales staff and accounts receivable
personnel and increased provision for doubtful accounts receivable. As a
percentage of revenue, selling, general and administrative expenses increased to
51.2% for the three months ended September 30, 1998 from 50.8% for the three
months ended September 30, 1997, and increased to 52.1% of revenue for the first
nine months of 1998 from 49.2% for the first nine months of 1997.
 
    RESEARCH AND DEVELOPMENT EXPENSES.  Research and development costs increased
6.7%, from approximately $498,000 in the three months ended September 30, 1997
to approximately $531,000 in the three months ended September 30, 1998, and
decreased 10.5%, from $1.7 million in the first nine months of 1997 to $1.5
million in the first nine months of 1998. This decline was due primarily to
completion of certain external research agreements. As a percentage of revenue,
research and development expenses decreased to 4.5% for the three months ended
September 30, 1998 from 6.4% for the three months ended September 30, 1997, and
decreased to 4.6% of revenue for the first nine months of 1998 from 7.3% for the
first nine months of 1997.
 
    SPECIAL CHARGES AND USS OPERATIONS.  During the third quarter 1998, the
Company recognized special charges related to three actions. First, the Company
made the decision to exit the USS business when it determined that a successful
spin-off of the unit as an independent entity could not be completed in a timely
manner. The exit costs related to this decision totaled approximately $2.2
million and include severance and outplacement costs for USS employees,
estimated expenses for orderly termination and transition of USS' service
contracts and related asset write-downs. Second, as part of its ongoing
assessment of accounts receivable and reserve adequacy, the Company determined
that collection costs on specific aged segments of its accounts receivable
outweighed the expected proceeds. Accordingly, a provision of $4.7 million was
made for these older receivable balances. Third, the Company implemented cost
reduction initiatives including elimination of non-strategic programs and
workforce reductions, resulting in approximately $889,000 in asset write-downs,
approximately $178,000 in severance and outplacement costs and approximately
$218,000 in other non-recurring costs related to these initiatives. The
aggregate charges for these three actions totaled approximately $8.2 million for
the three months ended September 30, 1998 and there were no such charges for the
three months ended September 30, 1997.
 
                                       9
<PAGE>
    1998 operating losses for the USS business are reflected as operating
expenses in excess of associated revenue and totaled approximately $406,000 and
$1.1 million for the three and nine month periods, respectively. The following
table sets forth the effects of the special charges and the operating losses of
USS on UroCor's operating income for the three and nine month periods ended
September 30, 1998.
 
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED  NINE MONTHS ENDED
                                                        SEPTEMBER 30, 1998  SEPTEMBER 30, 1998
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>
Operating loss, as reported...........................       ($7,537,662)        ($6,636,340)
Operating income, excluding Special charges and USS
  operating losses....................................         1,074,432           2,721,438
</TABLE>
 
    OTHER INCOME (EXPENSE).  Interest income net of interest expense decreased
24.0%, from approximately $358,000 in the three months ended September 30, 1997
to approximately $272,000 in the three months ended September 30, 1998, and
decreased 20.1% from approximately $1.1 million in the first nine months of 1997
to approximately $905,000 in the first nine months of 1998. This decline was due
principally to the decreased cash, cash equivalents and investments that
resulted from capital expenditures and an increase in accounts receivable. Other
expense of approximately $339,000 for both the three and nine month periods
ended September 30, 1998 was primarily due to non-recurring charges for
professional advisors fees related to implementing the Company's Stockholder
Rights Plan and review of an unsolicited purported acquisition offer in the
third quarter of 1998. The following table sets forth the effects of the special
charges, the operating losses of USS and the other expenses on UroCor's net
income and diluted earnings per share for the three and nine month periods ended
September 30, 1998.
 
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED  NINE MONTHS ENDED
                                                        SEPTEMBER 30, 1998  SEPTEMBER 30, 1998
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>
Net loss, as reported.................................       ($4,720,710)        ($3,769,025)
Net income, excluding special charges, USS operating
  losses and other expense............................           829,046           2,243,053
                                                        ------------------  ------------------
Diluted loss per share, as reported...................             ($.43)              ($.34)
Diluted earnings per share, excluding special charges,
  USS operating losses and other expense..............              $.08                $.20
</TABLE>
 
    INCOME TAXES.  The income tax benefits recorded for the three and nine
months ended September 30, 1998 of approximately $2.9 and $2.3 million,
respectively, reflect federal and state income tax benefits at a 38% effective
rate. No income tax provision was recognized for the three or nine month periods
ended September 30, 1997 as a result of utilization of net operating loss
carryforwards. Using an effective tax rate of 38%, the recognition of tax
benefits reduced the tax provision for the third quarter of 1997 approximately
$198,000 or $.02 per share and $898,000 or $.08 per share for the nine months
ended September 30, 1997. As of September 30, 1997, a valuation allowance
against future benefits of net deferred tax assets was recorded due to
uncertainty regarding the realizability of such assets through sustained
profitable operations. As realizability of this asset became more certain
through a demonstrated positive earning history during 1997, the Company
reevaluated the appropriateness of recognizing these future benefits and
recorded a deferred tax asset in the fourth quarter of 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    As of September 30, 1998, cash, cash equivalents and marketable investments
totaled approximately $19.5 million and the Company's working capital was
approximately $33.2 million. As of September 30, 1998, the components of cash,
cash equivalents and marketable investments were cash and cash equivalents of
approximately $11.4 million, short-term marketable investments of approximately
$6.1 million and
 
                                       10
<PAGE>
long-term marketable investments of approximately $2.1 million. Such marketable
investments consisted principally of high-grade fixed income securities, with a
maturity of less than two years.
 
    Accounts receivable, net of allowance for doubtful accounts, totaled
approximately $14.4 million at September 30, 1998, an increase of approximately
$722,000 from December 31, 1997 or 5%. At September 30, 1998, the Company's
average number of days sales in receivables was approximately 115 compared to
142 at December 31, 1997. The increase in accounts receivable during the nine
months ended September 30, 1998 was partially offset by a special charge of $4.7
million as an additional provision for accounts receivable on which the
estimated cost of additional collection efforts likely outweigh the expected
proceeds. The Company believes that it has made progress in implementing certain
systems and processing changes intended to improve systems processing and
related collections results. In an effort to reduce its average number of days
sales in receivables, the Company is continuing additional systems and process
changes and is undertaking additional initiatives intended to improve its claims
efficiencies and collections results. The increase in accounts receivable is
also partially attributable to revenue from therapeutics co-promotion
activities.
 
    The Company monitors the collection quality of its accounts receivable
through analytical review of aging categories by payor group and collections
performance compared to historical trends. The Company maintains what it
believes to be an adequate level of an allowance for doubtful accounts through
charges to operations which are normally included in selling, general and
administrative expenses. During the third quarter of 1998, the Company provided
a special charge of $4.7 million to increase the allowance for doubtful
accounts.
 
    Operating activities used net cash of approximately $1.7 million for the
nine months ended September 30, 1998 compared to approximately $2.9 million for
the nine months ended September 30, 1997. The net cash used in operating
activities was primarily the result of a net loss of approximately $3.8 million
and the related deferred tax benefit of approximately $2.3 million and an
increase in accounts receivable of approximately $722,000 and other current
assets of approximately $551,000, offset in part by loss on asset write down of
approximately $2.0 million, depreciation and amortization of approximately $2.0
million and an increase of accounts payable of approximately $804,000 and
accrued liabilities of approximately $772,000.
 
    Net cash provided by investing activities was approximately $6.3 million for
the nine months ended September 30, 1998 and consisted primarily of maturities
of short-term marketable investments of approximately $10.6 million, offset by
capital expenditures of approximately $3.9 million, an increase in intangibles
and other assets of approximately $278,000 and purchases of long-term marketable
investments of approximately $115,000. Net cash used in financing activities was
approximately $115,000 for the first nine months of 1998, consisting primarily
of principal payments under capital leases and other indebtedness of
approximately $359,000 offset by proceeds from exercise of stock options of
approximately $139,000 and proceeds of stock issuances pursuant to the employee
stock purchase plan of approximately $103,000.
 
    The Company's capital expenditures of approximately $3.9 million for the
nine months ended September 30, 1998, were primarily for computer hardware and
software, furniture and fixtures and software development for the Company's
information services. Of the total amount, approximately $867,000 was related to
internal software development costs for information services. While future
capital expenditures will depend upon a number of factors, the level of
expenditures is expected to be higher than the historical level of such
expenditures as the Company expands to deliver therapeutics and information
services and continues to enhance current diagnostic services and operational
capabilities. In 1999, the Company expects to relocate to a new building, which
is currently being constructed adjacent to the Company's existing facilities.
The Company has committed to funding a portion of the building tenant
improvements and expects to spend in excess of $2.0 million beginning in the
second quarter of 1999 for
 
                                       11
<PAGE>
such improvements and other capital expenditures related to moving to the new
building. The Company intends to finance the majority of these capital
expenditures with existing cash and investment balances.
 
    In December 1994, the Company obtained distribution rights to a therapeutic
product currently under review for marketing approval by the FDA The total cost
of the distribution rights is $3.0 million, payable in installments based on
achievement of certain milestones by the manufacturer. Prior to 1998, the
Company made aggregate milestone payments of $1.25 million. The Company is
obligated to pay an additional milestone payment of $1.75 million if and when
the product is approved by the FDA for marketing in the United States. If the
Company is required to make this payment, it intends to do so out of existing
cash and investment balances.
 
    In October 1997, the Company entered into a co-promotion agreement with the
manufacturer of two therapeutic products. For the nine months ended September
30, 1998, the Company recorded revenue of approximately $3.7 million under the
agreement. The Company recognizes revenue under the agreement when earned based
on the attainment of mutually agreed upon sales goals. Since these revenues are
determined based upon performance-related criteria, revenues earned in respect
of prior periods may not be indicative of future revenues. Annual sales goals
and other contract provisions are the subject of discussions initiated by the
manufacturer. The outcome of these discussions cannot be predicted, but could
potentially result in a decrease in the Company's future revenues under the
agreement.
 
    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 acceptable terms.
 
IMPACT OF YEAR 2000 ISSUE
 
    The Year 2000 issue is the result of computer programming being written
using two digits rather than four to define the applicable year. Any of the
Company's systems, as well as those of key vendors, payors and customers, that
have date sensitive logic may interpret a date using "00" as the year 1900
rather than 2000. This may result in inaccurate processing or possible system
failure causing potential disruption of operations, including among other things
a temporary inability to process transactions, send bills for services or engage
in similar normal business activities.
 
    The Company believes that it has assessed the readiness of its internal
computer systems and related applications to accommodate date-sensitive
information relating to the Year 2000. As the Company's computer systems are
relatively new, there have not been any systems identified for which incremental
cost to become Year 2000 compliant is expected to be material to the financial
condition or results of operations of the Company.
 
    The Company will continue to analyze systems and services that utilize date
embedded codes that may experience operational problems when the Year 2000 is
reached. The Company will continue communicating with third parties with which
it does business, including third party payors and customers, to coordinate year
2000 compliance. As the ability of these third parties to address their year
2000 issues adequately is outside the Company's control, there can be no
assurance that the failure of third parties to address their respective year
2000 issues adequately will not have a material adverse effect on the Company's
results of operations and financial condition.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    Not Applicable.
 
                                       12
<PAGE>
                           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 and the Commission file number assigned to
the registration statement was 333-3182.
 
    From the effective date of the registration statement through September 30,
1998, the following table identifies the purposes and amounts of the net
proceeds paid directly or indirectly to others:
 
<TABLE>
<CAPTION>
<S>                                                                     <C>
Construction of plant, building and facilities........................  $    --
Purchase and installation of machinery and equipment..................     4,951,735
Purchases of real estate..............................................       --
Acquisition of other business(es).....................................       --
Repayment of indebtedness.............................................     2,220,211
Working Capital.......................................................     3,641,287
Temporary Investments:
  Short-term Commercial Paper.........................................     6,064,109
  Long-term Corporate and Treasury Notes..............................     2,127,340
  Cash Equivalents....................................................     3,352,046
Other Purposes:
  Development and Expansion of Diagnostic Product Line................     5,433,738
  Development of Information Products and Services and Urological
    Disease Databases.................................................     2,646,296
  Development of Therapeutic Product Line.............................       984,951
  Development and Expansion of Clinical and Research Laboratories and
    Lab Information System............................................     3,128,146
</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
 
                                       13
<PAGE>
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.
 
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 is also planning to offer additional therapeutic
products and information services. 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. To date, the Company
primarily has experience in managing a diagnostics service business. There can
be no assurance that the Company will be able to manage expansion into and
operation of therapeutics or information services businesses.
 
    POTENTIAL FLUCTUATIONS IN OPERATING RESULTS.  The Company's quarterly and
annual operating results are affected by a wide 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 logistic 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.
 
    UNCERTAINTY RELATED TO GOVERNMENT REGULATION.  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 no assurance can be given that any
such changes will not have a material adverse effect on the Company's financial
condition and results of operations.
 
                                       14
<PAGE>
    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
Social Security Act, and the anti-kickback and self-referral rules thereunder,
prohibit providers and others from soliciting, offering, receiving or paying,
directly or indirectly, any remuneration in return for either making a referral
for a service or item and prohibit physicians, subject to certain exceptions,
from making such referrals to certain entities in which they have an investment
interest or with which they have a compensation arrangement. Violation of these
prohibitions is punishable by disallowance of submitted claims, civil monetary
penalties and criminal penalties and exclusion from the Medicare and other
federally funded programs. In recent months, 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 July 1998, the Company received a Civil Investigative Demand (the "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 DOJ has
given the Company no further information regarding the allegations or its
inquiry. The CID required the Company to produce certain documents to the DOJ.
The Company produced documents to the DOJ in response to the CID and intends to
cooperate fully with the DOJ with respect to this investigation. Although the
Company seeks to structure its practices to comply with all applicable laws, and
management believes its practices are in compliance, no assurances may be given
regarding the resolution of this matter, and the Company is unable to predict
its impact, if any, on the Company. 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 would have a material
adverse effect on 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 is also 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. The sanctions for
failure to comply with these regulations may include denial of the right to
conduct business, significant fines and criminal penalties. The loss of a
license, imposition of a fine or an increase in the complexity or substantive
requirements of such federal, state and local laws and regulations could have a
material adverse effect on the Company's financial condition and results of
operations.
 
    While the Company currently knows of no plans that the FDA has to require
FDA approval of assays developed by 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 enacted 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, in a recent rule, the FDA stated that in some
circumstances involving in-house assays, laboratories will be required, upon
effectiveness of the rule, to 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.
 
    The FDA currently regulates a number of the products which 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
 
                                       15
<PAGE>
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 regulates products licensed or otherwise acquired from third parties
and distributed or marketed by the Company. The manufacturers of such products
are responsible for compliance with the approval and marketing regulations of
the FDA. The ability of such third parties to address their FDA regulatory
issues is outside the Company's control. There can be no assurance that the
failure of such third parties to address their FDA regulatory matters adequately
will not have a material adverse effect on the Company's results of operations
and financial condition.
 
    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 and increases in
research and development costs.
 
    UNCERTAINTIES RELATED TO THIRD-PARTY REIMBURSEMENT; POTENTIAL HEALTH CARE
REFORM.  The Company typically bills governmental programs such as Medicare and
other third-party payors such as private insurance and managed care plans for
its products and services. Such third-party payors are increasingly 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 cannot
collect from Medicare or other third-party payors for services that those payors
have not approved for reimbursement. There can be no assurance that any products
the Company currently has under development will be approved for reimbursement
by Medicare or other third-party payors. Furthermore, Medicare and other third
party payors have, on occasion, ceased reimbursement when certain tests are
ordered for patients with certain diagnoses while maintaining reimbursement when
those tests are ordered for other diagnoses deemed appropriate by the carrier.
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. 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 of 1997 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. 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.
 
    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 SUCCESSFUL MARKETING ARRANGEMENTS FOR THERAPEUTIC
PRODUCTS.  The Company conducts marketing activities for therapeutic products
through its UroTherapeutics Group. The Company currently has acquired
distribution or co-promotion rights for three therapeutic products. For the nine
months ended September 30, 1998, the Company recorded revenue of approximately
$3.7 million under a co-
 
                                       16
<PAGE>
promotion agreement with the manufacturer of two of these products. The Company
recognizes revenue under this agreement when earned based principally on the
attainment of mutually agreed upon sales goals. Since these revenues are
determined based upon performance-related criteria, revenues earned in respect
of prior periods may not be indicative of future revenues. Annual sales goals
and other contract provisions are the subject of discussions initiated by the
manufacturer. While the outcome of these discussions cannot be predicted, there
can be no assurance that the results of such discussions would not have an
adverse effect on the Company's future revenues under the agreement. There can
also be no assurance that the Company will be successful in negotiating any
additional distribution or other agreements related to therapeutic products in
the future or that it will be able to profitably market and distribute
therapeutic products in the future.
 
    UNCERTAINTIES RELATED TO THE FDA APPROVAL OF THERAPEUTIC PRODUCT.  The
Company has a distribution agreement with BioChem Vaccines, Inc. ("BioChem"), a
subsidiary of BioChem Pharma, Inc., for a therapeutic product for use in
treating certain types of bladder cancer. Pursuant to the distribution
agreement, BioChem is responsible for obtaining approvals from the FDA for
marketing the therapeutic product in the United States. In April 1995, BioChem
filed its initial applications with the FDA. In April 1996, the FDA advised
BioChem that its application was not approvable and requested additional data
regarding certain aspects of manufacturing and testing of the product, which
BioChem filed with the FDA through an amended application in August 1996.
Following a May 1997 site inspection of BioChem's manufacturing facilities and
operations, the FDA issued a report on FDA Form 483 indicating that additional
requirements related to BioChem's facility, process and documentation were
required before these applications could be approved. As a result of an August
1998 FDA site visit and subsequent discussions between BioChem and the FDA,
BioChem must yet upgrade one portion of its manufacturing process to meet FDA
requirements. Although BioChem has advised the Company that it believes it can
satisfy the FDA requirements, there can be no assurance that approval will be
obtained.
 
    UNCERTAINTIES RELATED TO ACCOUNTS RECEIVABLE.  At September 30, 1998, the
Company's average days sales in receivables was approximately 115, compared to
142 at December 31, 1997. 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, as a result of the increase in accounts
receivable, the Company's allowance for doubtful accounts has increased. While
the Company believes that it has made progress in implementing certain systems
and processing changes intended to improve its collections results, and the
Company maintains what it believes to be an adequate allowance for doubtful
accounts, there can be no assurance that the Company will not be required to
provide additional reserves, which could have an adverse affect on the Company's
results of operations.
 
    RISKS RELATED TO TERMINATION OF UROLOGY SUPPORT SERVICES BUSINESS.  During
1998, the Company provided limited business management services, primarily
billing and collection services, to selected urologist clients, through the
Company's USS business. As a result of the Company's decision as of the end of
the third quarter to exit this business, the Company has incurred and expects to
incur severance and other expenses. The Company believes it has accrued as of
the end of the third quarter the estimable expenses associated with terminating
the existing service contracts and related exit activities. There can be no
assurance that additional expenses related to these activities or to unexpected
consequences of exiting the USS business will not affect future periods. Such
occurrences may have a material adverse affect on operating results of such
future periods.
 
    UNCERTAINTIES RELATED TO INVESTMENTS IN DISEASE MANAGEMENT INFORMATION
SYSTEMS.  The Company has been and expects to continue investing in the
development of information-based capabilities and services which it plans to
introduce 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
 
                                       17
<PAGE>
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 DATABASE.  The confidentiality of
patient medical records is subject to substantial regulation by the state and
federal governments. State and federal laws and regulations govern both the
disclosure and the use of confidential patient medical record information.
Legislation governing the dissemination and use of medical record information is
being proposed continually at both the state and federal levels. For example,
the Health Insurance Portability and Accountability Act of 1996 requires the
Secretary of the United States Department of Health and Human Services to
recommend legislation or to promulgate regulations governing privacy standards
for individually identifiable health information. Additional legislation may
require that holders or users of confidential patient medical information
implement measures to maintain the security of such information and may regulate
the dissemination of even anonymous patient information. Physicians and other
persons providing patient information to the Company are also 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 confidentiality, dissemination or use of patient medical
information, the Company could be liable for damages, or for fines or 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 MANAGED CARE.  Managed care organizations are
gaining increasing control over access to health care and payment for an
increasing number of patients with urological 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 in the future which could preclude the Company
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.
 
    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.
 
    UNCERTAINTIES ASSOCIATED WITH 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 and
regional pathology services, hospital laboratories and large general reference
clinical laboratories. Many of the
 
                                       18
<PAGE>
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.
 
    YEAR 2000 RISKS.  The Company's computerized information systems are
relatively new and in assessing the readiness of all key internal systems to
accommodate date sensitive information for the year 2000, the Company has not
found any programs that will require significant effort or incremental cost to
address. Although the Company believes that it has sufficiently assessed its
internal systems and does not expect to incur significant expenditures to
address year 2000 issues, there can be no assurance that this will be the case.
Additionally, the ability of third parties with whom the Company transacts
business to address their year 2000 issues adequately is outside the Company's
control. The Company has an ongoing project to communicate with the third
parties with which it does business to coordinate year 2000 compliance. There
can be no assurance that the failure of the Company or such third parties to
address their respective year 2000 issues adequately will not have a material
adverse effect on the Company's results of operations and financial condition.
 
    UNCERTAINTY OF ACCESS TO CAPITAL.  The Company's growth since 1991 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 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 acceptable terms.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
(a) Exhibits:
 
    Exhibits designated by the symbol * are filed with this Quarterly Report on
    Form 10-Q. All exhibits not so designated are incorporated by reference to a
    prior filing as indicated.
 
<TABLE>
<CAPTION>
<C>     <S>
 3.1*   Certificate of Incorporation, as amended.
 
 4.1    Rights Agreement dated as of August 17, 1998, between the Company and
        American Stock Transfer & Trust Company, as Rights Agent (incorporated
        by reference to Exhibit 4.1 to the Registrant's Current Report on Form
        8-K, filed with the Commission on August 21, 1998).
 4.2    Form of Right Certificate (incorporated by reference to Exhibit 4.3 to
        the Registrant's Current Report on Form 8-K, filed with the Commission
        on August 21, 1998).
 
10.1*   Employment Agreement, dated July 23, 1998 between Michael W. George
        and UroCor, Inc.
 
10.2*   Amendment No. 2 dated June 16, 1998 amending the Lease Agreement
        between Presbyterian Health Foundation, as Landlord and UroCor, Inc.,
        as Tenant dated April 15, 1994.
</TABLE>
 
(b) Reports on Form 8-K
 
    The Company filed a Current Report on Form 8-K dated August 21, 1998 to
    report that on August 17, 1998, the Company's Board of Directors adopted a
    Stockholder Rights Plan.
 
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<PAGE>
                                   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.
 
                                          UROCOR, INC.
 
                                          By:      /s/ WILLIAM A. HAGSTROM
 
                                             -----------------------------------
                                                     William A. Hagstrom
 
                                                   CHAIRMAN OF THE BOARD,
 
                                                 AND CHIEF EXECUTIVE OFFICER
 
November 12, 1998
 
                                          By:      /s/ MICHAEL N. MCDONALD
 
                                             -----------------------------------
                                                     Michael N. McDonald
 
                                             VICE-PRESIDENT AND CHIEF FINANCIAL
                                                           OFFICER
 
November 12, 1998
 
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