Filed by Hycor Biomedical Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14A-12 of the Securities Exchange Act of 1934. | ||
Subject Company: Hycor Biomedical Inc. Commission File No. 000-11647 |
FOR IMMEDIATE RELEASE
Contacts:
Reg Jones, Senior Vice President and Chief Financial Officer (714) 933-3000
Douglas M. Sherk/Jennifer Beugelmans, EVC Group (415) 896-6820
Hycor Biomedical Inc. Reports Fourth Quarter and Full Year 2003 Financial Results
GARDEN GROVE, California, February 26, 2004—Hycor Biomedical Inc. (NASDAQ: HYBD) today reported preliminary results for the fourth quarter and year ended December 31, 2003. Sales for the three months ended December 31, 2003, were $4,929,000, compared with sales of $4,816,000 for the same period last year, an increase of 2.3%. Net income for the three months ended December 31, 2003, was $123,000, or $0.01 per share, compared with net income of $264,000, or $0.03 per share, for the same period last year. Fourth quarter 2003 included $156,000, or $0.02 per share, in merger-related costs.
Sales for the twelve months ended December 31, 2003, were $19,757,000, compared with sales of $18,591,000 for the same period last year, an increase of 6.3%. Net income for the twelve months ended December 31, 2003, was $744,000, or $0.09 per share, compared with net income of $1,257,000, or $0.16 per share, for the same period last year. 2003 included $585,000, or $0.07 per share, in merger-related costs.
“During 2003 we continued to execute on our long-term strategy,” said J. David Tholen, president and CEO of Hycor Biomedical. “One of our key goals has been to capitalize on our growth opportunities in our core businesses, allergy and autoimmune. We made steady progress toward this goal by increasing the sales of allergy and autoimmune diagnostics to existing accounts and making new placements of the HY•TEC™ 288Plus, Hycor’s fully automated instrument for allergy and autoimmune testing.”
“Last year was particularly critical to the implementation of our growth strategy for autoimmune,” Tholen continued. “We gained FDA clearance for two more autoimmune tests bringing our total portfolio to 30. More importantly, as a result of our efforts over the last two years we have entered into agreements with two of the largest diagnostics manufacturers to develop and manufacture autoimmune tests for their instrument platforms. Once the new tests become available, there is an immediate opportunity for substantial market penetration given the large installed base of these partners’ instruments,” concluded Mr. Tholen.
Merger Agreement Deadline Extended
The Company also announced today that it has signed an agreement with privately held Stratagene Corporation (formerly known as Stratagene Holding Corporation) to extend the deadline for closing the proposed merger with Stratagene, announced on July 24, 2003, until June 15, 2004. All other terms of the merger agreement remain the same.
The purpose of the extension is to permit Stratagene to complete the work required to restate its financial statements for the years ended December 31, 2002 and 2001, and to permit Stratagene and Hycor to complete an audit of their respective financial statements for the year ended December 31, 2003. The contemplated Stratagene restatement, as previously disclosed, primarily involves accounting for currency transactions in a different manner than Stratagene had previously followed. In the course of finalizing the restatement and discussing the restatement with the staff of the Securities and Exchange Commission, it became apparent that sufficient time would elapse that including audited statements for the year ended December 31, 2003 was appropriate. After the Form S-4 originally filed by Stratagene in October 2003 is revised and becomes effective, Hycor expects to submit the merger to its stockholders for approval.
About Hycor Biomedical
Hycor Biomedical Inc. discovers, develops, manufactures, and markets diagnostic products for a variety of human medical conditions. These products include high quality automated instrument and reagent systems that use blood samples to test for more than 1,000 different allergies and autoimmune disorders, and urinalysis controls and disposable products under the KOVA® brand, the market leader in standardized microscopic urinalysis. Hycor products are used by physicians and clinical laboratories all over the world to provide accurate, reliable test. Headquartered in Garden Grove, California with facilities in Germany and Scotland, Hycor employs more than 140 people worldwide and serves customers in more than 50 countries. Visit Hycor Biomedical’s web site at http://www.hycorbiomedical.com.
The matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from the results anticipated in the forward-looking statements. These risks and uncertainties include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Company’s operations, markets, products, services and prices, and other factors discussed in the Company’s filings with the Securities and Exchange Commission.
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Consolidated statements to follow
HYCOR BIOMEDICAL INC.
CONSOLIDATED STATEMENTS
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
INCOME STATEMENT | 2003 | 2002 | 2003 | 2002 | ||||||||||||
Product Sales | 4,929 | 4,816 | 19,757 | 18,591 | ||||||||||||
Cost of Sales | 2,203 | 2,225 | 8,982 | 8,670 | ||||||||||||
Gross Profit on Sales | 2,726 | 2,591 | 10,775 | 9,921 | ||||||||||||
Expenses | 2,564 | 2,360 | 10,184 | 8,704 | ||||||||||||
Operating Income | 162 | 231 | 591 | 1,217 | ||||||||||||
Interest Expense | 1 | 10 | 5 | 42 | ||||||||||||
Interest Income | 24 | 51 | 163 | 170 | ||||||||||||
Gain on Sale of Investments | — | — | 67 | — | ||||||||||||
Foreign Exchange (Loss) Gain | (35 | ) | 21 | 18 | 105 | |||||||||||
Net Income Before Taxes | 150 | 293 | 834 | 1,450 | ||||||||||||
Income Tax Provision | 27 | 29 | 90 | 193 | ||||||||||||
Net Income | 123 | 264 | 744 | 1,257 | ||||||||||||
Basic Earnings Per Share | 0.01 | 0.03 | 0.09 | 0.16 | ||||||||||||
Diluted Earnings Per Share | 0.01 | 0.03 | 0.09 | 0.15 | ||||||||||||
Weighted Average Shares – Basic | 8,100 | 8,045 | 8,072 | 8,035 | ||||||||||||
Weighted Average Shares – Diluted | 8,535 | 8,116 | 8,467 | 8,335 | ||||||||||||
BALANCE SHEET | December 31, 2003 | December 31, 2002 | ||||||
Cash and Equivalents | 6,622 | 5,458 | ||||||
Other Current Assets | 7,909 | 8,314 | ||||||
Net Property and Equipment | 2,080 | 2,278 | ||||||
Other Assets, Net | 236 | 245 | ||||||
16,847 | 16,295 | |||||||
Current Liabilities | 2,480 | 2,032 | ||||||
Long-Term Debt | — | 1,000 | ||||||
Stockholders’ Equity | 14,367 | 13,263 | ||||||
16,847 | 16,295 | |||||||
Note: Dollars in thousands except earnings per share.