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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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, 2003

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 0-22879

BIORELIANCE CORPORATION(Exact name of the registrant as specified in its charter)

|                                                                                  |  |                                                
|--------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)           |  | 52-1541583
(I.R.S. Employer
Identification No.)
|                                                                                  |  |                                                
|14920 Broschart Road
Rockville, Maryland
(Address of principal executive offices) |  | 20850
(Zip code)                               

Registrants telephone number, including area code:(301) 738-1000



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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 by check mark whether registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
YES [X]         NO [   ]

As of October 31, 2003, 8,377,542 shares of registrants common stock, par
value $.01 per share, were outstanding.



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BIORELIANCE CORPORATION

TABLE OF CONTENTS

|              |  |                       |  |                                                                                                  |                                                                                                                   |  |        |  |    |   |  |  | 
|------------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- |  | ------ |  | -- | - |  |  | 
|              |  |                       |  |                                                                                                  |                                                                                                                   |  | Page  
|              |  |                       |  |                                                                                                  |                                                                                                                   |  | Number
|              |  |                       |  |                                                                                                  |                                                                                                                   |  |       
|PART I        |  | FINANCIAL INFORMATION |  |                                                                                                  |                                                                                                                   |  |        |  |    |  
|              |  |                       |  | Item 1    Financial Statements:                                                                 |                                                                                                                   |  |        |  |    |   |  | 
|              |  |                       |  |                                                                                                  | Consolidated Balance Sheets as of December 31, 2002
and September 30, 2003 (Unaudited)                            |  |        |  |    | 3 |  |  | 
|              |  |                       |  |                                                                                                  | Consolidated (Unaudited) Statements of Income for the Three and
Nine Months Ended September 30, 2002 and 2003     |  |        |  |    | 4 |  |  | 
|              |  |                       |  |                                                                                                  | Consolidated (Unaudited) Statements of Cash Flows for the Three
and Nine Months Ended September 30, 2002 and 2003 |  |        |  |    | 5 |  |  | 
|              |  |                       |  |                                                                                                  | Notes to Consolidated (Unaudited) Financial Statements                                                            |  |        |  |    | 6 |  |  | 
|              |  |                       |  | Item 2    Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                   |  |        |  | 13 |   |  | 
|              |  |                       |  | Item 3    Quantitative and Qualitative Disclosures About Market Risks                           |                                                                                                                   |  |        |  | 28 |   |  | 
|              |  |                       |  | Item 4    Controls and Procedures                                                               |                                                                                                                   |  |        |  | 29 |   |  | 
|PART II       |  | OTHER INFORMATION     |  |                                                                                                  |                                                                                                                   |  |        |  |    |  
|              |  |                       |  | Item 1   Legal Proceedings                                                                      |                                                                                                                   |  |        |  | 30 |   |  | 
|              |  |                       |  | Item 2   Changes in Securities and Use of Proceeds                                              |                                                                                                                   |  |        |  | 30 |   |  | 
|              |  |                       |  | Item 3  Defaults upon Senior Securities                                                         |                                                                                                                   |  |        |  | 30 |   |  | 
|              |  |                       |  | Item 4   Submission of Matters to Vote of Security Holders                                      |                                                                                                                   |  |        |  | 30 |   |  | 
|              |  |                       |  | Item 5  Other Information                                                                       |                                                                                                                   |  |        |  | 30 |   |  | 
|              |  |                       |  | Item 6   Exhibits and Reports on Form 8-K                                                       |                                                                                                                   |  |        |  | 31 |   |  | 
|SIGNATURES    |  |                       |  |                                                                                                  | 32                                                                                                                |  |        | 
|EXHIBIT INDEX |  |                       |  |                                                                                                  | 33                                                                                                                |  |        | 

2



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BIORELIANCE CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |   |               |  | 
|-------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ------ | - | ------------ | ------ | ----------- | - | ------------- |  | 
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |   | September 30,
|                                             |                                                                                                                   |  |                                            |        |   | December 31, |        | 2003       
|                                             |                                                                                                                   |  |                                            |        |   | 2002         |        | (Unaudited)
|                                             |                                                                                                                   |  |                                            |        |   |              |        |            
|Assets                                      
|Current assets:                              |                                                                                                                   |  |                                            |        |   |              |        |            
|                                             | Cash and cash equivalents                                                                                         |  | $                                          | 37,739 |   |              | $      | 17,081      |  
|                                             | Accounts receivable, net                                                                                          |  |                                            | 24,704 |   |              |        | 27,624      |  
|                                             | Other current assets                                                                                              |  |                                            | 2,988  |   |              |        | 7,231       |  
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total current assets                       |        |   | 65,431       |        |             |   | 51,936        | 
|Property and equipment, net                  |                                                                                                                   |  | 41,148                                     |        |   |              | 53,143 |            
|Deposits and other assets                    |                                                                                                                   |  | 136                                        |        |   |              | 1,927  |            
|Restricted cash                              |                                                                                                                   |  |                                           |        |   |              | 10,290 |            
|Goodwill                                     |                                                                                                                   |  |                                           |        |   |              | 60,050 |            
|Deferred income taxes                        |                                                                                                                   |  | 642                                        |        |   |              | 177    |            
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total assets                               |        | $ | 107,357      |        |             | $ | 177,523       | 
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|Liabilities and Stockholders Equity        
|Current liabilities:                         |                                                                                                                   |  |                                            |        |   |              |        |            
|                                             | Current portion of long-term debt and capital lease obligations                                                   |  | $                                          | 918    |   |              | $      | 9,977       |  
|                                             | Accounts payable                                                                                                  |  |                                            | 2,872  |   |              |        | 5,423       |  
|                                             | Accrued employee compensation and benefits                                                                        |  |                                            | 5,065  |   |              |        | 4,717       |  
|                                             | Other accrued liabilities                                                                                         |  |                                            | 4,656  |   |              |        | 8,252       |  
|                                             | Customer advances                                                                                                 |  |                                            | 5,152  |   |              |        | 3,236       |  
|                                             | Deferred income taxes                                                                                             |  |                                            | 4,589  |   |              |        | 5,214       |  
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total current liabilities                  |        |   | 23,252       |        |             |   | 36,819        | 
|Long-term debt and capital lease obligations |                                                                                                                   |  | 10,628                                     |        |   |              | 59,242 |            
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total liabilities                          |        |   | 33,880       |        |             |   | 96,061        | 
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|Stockholders equity:                        |                                                                                                                   |  |                                            |        |   |              |        |            
|                                             | Preferred stock, $.01 par value: 6,900,000 shares authorized;
no shares issued and outstanding                    |  |                                            |       |   |              |        |            |  
|                                             | Common stock, $.01 par value: 15,000,000 shares authorized;
8,485,722 and 8,541,925 shares issued and outstanding |  |                                            | 85     |   |              |        | 85          |  
|                                             | Additional paid-in capital                                                                                        |  |                                            | 56,144 |   |              |        | 56,752      |  
|                                             | Treasury stock, 0 and 190,242 shares at cost                                                                      |  |                                            |       |   |              |        | (3,501      | )
|                                             | Retained earnings                                                                                                 |  |                                            | 18,576 |   |              |        | 28,653      |  
|                                             | Accumulated other comprehensive income                                                                            |  |                                            | (1,328 | ) |              |        | (527        | )
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total stockholders equity                 |        |   | 73,477       |        |             |   | 81,462        | 
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  
|                                             |                                                                                                                   |  | Total liabilities and stockholders equity |        | $ | 107,357      |        |             | $ | 177,523       | 
|                                             |                                                                                                                   |  |                                            |        |   |              |        |             |  

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

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BIORELIANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)
(Unaudited)

|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |        |        |  
|-------------------------- | ------------------------------------------- | -------------------------- | ------ | ------------------ | ------ | ----------------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | -
|                           |                                             |                            |        | Three Months Ended |        | Nine Months Ended
|                           |                                             |                            |        | September 30,      |        | September 30,    
|                           |                                             |                            |        |                    |        |                  
|                           |                                             |                            |        | 2002               |        | 2003              |        | 2002   |        | 2003
|                           |                                             |                            |        |                    |        |                   |        |        |        |     
|Revenue                    |                                             | $                          | 21,594 |                    |        | $                 | 24,318 |        |        | $    | 61,340 |        |        | $ | 68,572 |       
|Expenses:                  |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           | Cost of sales                               |                            |        | 12,090             |        |                   |        | 13,975 |        |      |        | 35,083 |        |   |        | 40,001 |       
|                           | Selling, general and administrative         |                            |        | 4,215              |        |                   |        | 4,507  |        |      |        | 12,736 |        |   |        | 13,534 |       
|                           | Research and development                    |                            |        | 225                |        |                   |        | 206    |        |      |        | 681    |        |   |        | 634    |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           |                                             | Total operating expenses   |        |                    | 16,530 |                   |        |        | 18,688 |      |        |        | 48,500 |   |        |        | 54,169 |  
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|Income from operations     |                                             |                            | 5,064  |                    |        |                   | 5,630  |        |        |      | 12,840 |        |        |   | 14,403 |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|Other (income) expense:    |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           | Interest income                             |                            |        | (191               | )      |                   |        | (184   | )      |      |        | (508   | )      |   |        | (572   | )     
|                           | Interest expense                            |                            |        | 236                |        |                   |        | 315    |        |      |        | 658    |        |   |        | 730    |       
|                           | Foreign currency transaction (gains) losses |                            |        | 9                  |        |                   |        | (1,819 | )      |      |        | (176   | )      |   |        | (1,993 | )     
|                           | Other expense                               |                            |        | 11                 |        |                   |        | 52     |        |      |        | 146    |        |   |        | 243    |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           |                                             | Net other (income) expense |        |                    | 65     |                   |        |        | (1,636 | )    |        |        | 120    |   |        |        | (1,592 | )
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|Income before income taxes |                                             |                            | 4,999  |                    |        |                   | 7,266  |        |        |      | 12,720 |        |        |   | 15,995 |       
|Income tax provision       |                                             |                            | 1,825  |                    |        |                   | 2,689  |        |        |      | 4,643  |        |        |   | 5,918  |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|Net income                 |                                             | $                          | 3,174  |                    |        | $                 | 4,577  |        |        | $    | 8,077  |        |        | $ | 10,077 |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|Net income per share:      |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           | Basic                                       |                            | $      | 0.38               |        |                   | $      | 0.55   |        |      | $      | 0.96   |        |   | $      | 1.20   |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       
|                           | Diluted                                     |                            | $      | 0.36               |        |                   | $      | 0.53   |        |      | $      | 0.91   |        |   | $      | 1.15   |       
|                           |                                             |                            |        |                    |        |                   |        |        |        |      |        |        |        |   |        |       

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

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BIORELIANCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |         |        |         |  
|------------------------------------------------------------ |  | --------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------ | --------------------------------------------------- | ------ | ----------------- | ------ | ------ | ------- | ------ | ------- | -
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        | Nine Months Ended
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        | September 30,    
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                  
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        | 2002              |        | 2003  
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |       
|Cash flows from operating activities:                        |  |                                                                                   |                                                  |                                            |                                                     |        |                   |       
|                                                             |  | Net income                                                                        |                                                  | $                                          | 8,077                                               |        |                   | $      | 10,077 |        
|                                                             |  | Adjustments to reconcile net income to net cash provided
by operating activities: |                                                  |                                            |                                                     |        |                   |        |        |        
|                                                             |  |                                                                                   | Depreciation                                     |                                            |                                                     | 3,475  |                   |        |        | 3,751   |       
|                                                             |  |                                                                                   | Amortization expense                             |                                            |                                                     | 10     |                   |        |        |        |       
|                                                             |  |                                                                                   | Loss on disposal                                 |                                            |                                                     | 136    |                   |        |        | 120     |       
|                                                             |  |                                                                                   | Deferred income taxes, net                       |                                            |                                                     | 914    |                   |        |        | 1,090   |       
|                                                             |  |                                                                                   | Changes in current assets and liabilities:       |                                            |                                                     |        |                   |        |        |         |       
|                                                             |  |                                                                                   |                                                  | Accounts receivable, net                   |                                                     |        | 161               |        |        |         | 184    |        
|                                                             |  |                                                                                   |                                                  | Other current assets                       |                                                     |        | (1,368            | )      |        |         | (1,959 | )      
|                                                             |  |                                                                                   |                                                  | Accounts payable                           |                                                     |        | (521              | )      |        |         | 1,329  |        
|                                                             |  |                                                                                   |                                                  | Accrued employee compensation and benefits |                                                     |        | (1,468            | )      |        |         | (705   | )      
|                                                             |  |                                                                                   |                                                  | Other accrued liabilities                  |                                                     |        | 2,353             |        |        |         | 1,313  |        
|                                                             |  |                                                                                   |                                                  | Customer advances                          |                                                     |        | 453               |        |        |         | (2,874 | )      
|                                                             |  |                                                                                   | (Increase) decrease in deposits and other assets |                                            |                                                     | 135    |                   |        |        | (2,123  | )     
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|                                                             |  |                                                                                   |                                                  |                                            | Net cash provided by operating activities           |        |                   | 12,357 |        |         |        | 10,203  |  
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|Cash flows from investing activities:                        |  |                                                                                   |                                                  |                                            |                                                     |        |                   |       
|                                                             |  |                                                                                   | Increase in restricted cash                      |                                            |                                                     |       |                   |        |        | (10,290 | )     
|                                                             |  |                                                                                   | Payments for acquisition                         |                                            |                                                     |       |                   |        |        | (67,161 | )     
|                                                             |  |                                                                                   | Purchases of property and equipment              |                                            |                                                     | (5,021 | )                 |        |        | (8,713  | )     
|                                                             |  |                                                                                   | Proceeds from the sale of property and equipment |                                            |                                                     | 124    |                   |        |        |        |       
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|                                                             |  |                                                                                   |                                                  |                                            | Net cash used in investing activities               |        |                   | (4,897 | )      |         |        | (86,164 | )
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|Cash flows from financing activities:                        |  |                                                                                   |                                                  |                                            |                                                     |        |                   |       
|                                                             |  |                                                                                   | Proceeds from exercise of stock options          |                                            |                                                     | 593    |                   |        |        | 608     |       
|                                                             |  |                                                                                   | Payments on debt and capital lease obligations   |                                            |                                                     | (700   | )                 |        |        | (746    | )     
|                                                             |  |                                                                                   | Proceeds from borrowings                         |                                            |                                                     |       |                   |        |        | 58,490  |       
|                                                             |  |                                                                                   | Purchase of treasury stock                       |                                            |                                                     |       |                   |        |        | (3,501  | )     
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|                                                             |  |                                                                                   |                                                  |                                            | Net cash provided by (used in) financing activities |        |                   | (107   | )      |         |        | 54,851  |  
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|Effect of exchange rate changes on cash and cash equivalents |  |                                                                                   | 919                                              |                                            |                                                     |        | 452               |       
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|Net increase (decrease) in cash and cash equivalents         |  |                                                                                   | 8,272                                            |                                            |                                                     |        | (20,658           | )     
|Cash and cash equivalents, beginning of period               |  |                                                                                   | 27,536                                           |                                            |                                                     |        | 37,739            |       
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        
|Cash and cash equivalents, end of period                     |  | $                                                                                 | 35,808                                           |                                            |                                                     | $      | 17,081            |       
|                                                             |  |                                                                                   |                                                  |                                            |                                                     |        |                   |        |        |        

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

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BIORELIANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Description of the Business

BioReliance Corporation (the Corporation) is a contract service
organization that provides testing and development, and manufacturing services
for biologics and other biomedical products to biotechnology and pharmaceutical
companies worldwide.

The consolidated financial statements include the accounts of BioReliance
Corporation and its subsidiaries, including Q-One Biotech Group Ltd. (Q-One
Biotech) from September 23, 2003, when the Corporation acquired all of Q-One
Biotechs outstanding shares, through September 30, 2003.

(2) Interim Financial Statements Presentation

The accompanying interim financial statements are unaudited and have been
prepared by the Corporation pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements,
and therefore these consolidated financial statements should be read in
conjunction with the audited consolidated financial statements, and related
notes thereto, included in the Corporations Annual Report on Form 10-K. In
the opinion of management, the unaudited consolidated financial statements for
the three month and nine month periods ended September 30, 2002 and 2003
include all normal and recurring adjustments that are necessary for a fair
presentation of the results of the interim period. The results of operations
for the three month and nine month periods ended September 30, 2003 are not
necessarily indicative of the results for the entire year ending December 31,
2003.

(3) Business Acquisition

On September 23, 2003, the Corporation acquired Q-One Biotech, a
privately-held company based in Glasgow, Scotland pursuant to (i) a Share
Purchase Agreement, dated August 12, 2003, among BioReliance Corporation,
BioReliance (Glasgow) Limited and the sellers named therein (relating to the
acquisition of shares of Q-One Biotech) and (ii) a Share Purchase Agreement,
dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow)
Limited and the sellers named therein (relating to the acquisition of shares of
Satron Management Services (Technology) Limited, which provides management
services to Q-One Biotech) (collectively, the Share Purchase Agreements).
Q-One Biotech provides safety testing and process validation services and
contract manufacturing to the biopharmaceutical industry. Q-One Biotechs
services have included safety testing of biopharmaceuticals, human blood
products, vaccines, transgenics and gene therapy products. Q-One Biotechs
primary facilities are located in Glasgow, Scotland and Worcester,
Massachusetts.

Under the terms of the Share Purchase Agreements, the Corporation
purchased all of the outstanding capital stock of Q-One Biotech for an
aggregate purchase price of approximately £42.0 million ($69.4 million) in
cash, subject to post-closing adjustments and excluding transaction costs.
Pending the determination of the post-closing adjustments, £1.5 million ($2.5
million) has been placed in escrow and is not included in the
purchase price allocation below.

6



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The Corporation funded
  the purchase price of the acquisition, excluding transaction costs, with approximately
  $48.2 million of borrowings under a new senior secured credit facility
  with Bank of America, N.A. as administrative agent, security trustee and letter
  of credit issuer and Banc of America Securities LLC as the sole lead arranger
  and sole book manager. The Corporation funded the remainder of the purchase
  price with approximately $21.2 million of existing cash resources. The Corporation
  funded the transaction costs with approximately $1.4 million of
existing cash resources. The Corporation expects to incur additional
transaction costs in
  the fourth quarter.

The purchase price
  allocation for Q-One Biotech has not been completed; however, it is expected
  to be finalized by the end of 2003. The preliminary allocation of the purchase
  price as of September 23, 2003 is as follows (in thousands):

|                                          |  |   |        |  
|----------------------------------------- |  | - | ------ | -
|Current
          assets                  |  | $ | 4,929  |  
|Property, plant and equipment             |  |   | 7,134  |  
|Current liabilities                       |  |   | (3,772 | )
|Non-current liabilities                   |  |   | (753   | )
|                                          |  |   |        |  
|Estimated fair value, net assets acquired |  |   | 7,538  |  
|Goodwill and other intangibles acquired   |  |   | 59,623 |  
|                                          |  |   |        |  
|Consideration, net of cash acquired       |  | $ | 67,161 |  
|                                          |  |   |        |  

In connection with the purchase, the Corporation issued Floating Rate
Guaranteed Unsecured Loan Notes (Loan Notes) in the amount of £6,182,974
($10,290,324 at September 30, 2003) to a former shareholder of Q-One Biotech. The
Loan Notes mature on September 23, 2006.

In consideration
  for Clydesdale Banks guarantee, the Corporation deposited an amount equal
  to the principal amount of the Loan Notes with Clydesdale Bank. Amounts outstanding
  on the Loan Notes accrue interest in an amount equal to interest the Corporation
  earns on the cash deposited in Clydesdale Bank. The cash deposit is recorded
  as restricted cash on the Corporations balance sheet as of September 30,
  2003.

(4) Debt

Corporation Debt
  consisted of the following amounts as of December 31, 2002 and September
  30, 2003:

|                             |  |                |        |      |  |   |        |  
|---------------------------- |  | -------------- | ------ | ---- |  | - | ------ | -
|                             |  | 2002           |        | 2003
|                             |  |                |        |     
|                             |  | (In thousands)
|Mortgage Loan                |  | $              | 2,157  |      |  | $ | 2,063  |  
|Capital Lease Obligations    |  |                | 6,930  |      |  |   | 6,600  |  
|State of Maryland Loan       |  |                | 1,500  |      |  |   | 1,179  |  
|Interest Rate Swap Agreement |  |                | 959    |      |  |   | 887    |  
|Domestic Term Loan           |  |                |       |      |  |   | 35,000 |  
|Foreign Term Loan            |  |                |       |      |  |   | 10,000 |  
|Loan Notes                   |  |                |       |      |  |   | 10,290 |  
|Line of Credit               |  |                |       |      |  |   | 3,200  |  
|                             |  |                |        |      |  |   |        |  
|Total debt                   |  |                | 11,546 |      |  |   | 69,219 |  
|Less current portion         |  |                | (918   | )    |  |   | (9,977 | )
|                             |  |                |        |      |  |   |        |  
|Long-term portion            |  | $              | 10,628 |      |  | $ | 59,242 |  
|                             |  |                |        |      |  |   |        |  

7



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##### 



The Corporation entered
  into a credit agreement, dated August 12, 2003, with the Corporation and
  BioReliance (Glasgow) Ltd. as borrowers, certain subsidiaries of the Corporation
  as guarantors, Bank of America, N.A. as administrative agent, security trustee
  and letter of credit issuer, the lenders party thereto, and Banc of America
  Securities LLC as the sole lead arranger and sole book manager. Under the Credit Agreement, the Corporation may borrow up
  to $60.0 million to finance the acquisition of Q-One Biotech, for general
  corporate purposes, including working capital and capital
  expenditures, and to
  refinance existing indebtedness.
  The Credit Facility consists of a $15.0 million revolving credit facility,
  a $35.0 million domestic term loan and a $10.0 million foreign term
  loan (together, the Credit Facility). The Corporation borrowed approximately $48.2 million to fund a portion
  of the purchase price paid in the Q-One Biotech acquisition, including a $3.2 million
  revolving loan and $45.0 million in term loans. The Corporation is required
  to make quarterly payments under the term loans beginning on December 31,
  2003. Amounts due under the term loans will become due and payable in full on
  September 30, 2008. Final amounts due under the revolving credit facility
  will become due and payable in full on September 30, 2006.

The Credit Facility
  includes negative covenants including, among others, those restricting the Corporations
  ability to incur liens on its assets, pay dividends, make investments, and incur
  additional indebtedness. The Credit Facility also contains customary financial
  covenants including, among others, those that require the Corporation to maintain
  a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum
  net worth. The Credit Facility includes customary events of default including,
  among other things, the Corporations failure to pay the principal or interest
  of any loan or letter of credit under the Credit Facility, a default or event
  of default of any other agreement involving indebtedness, insolvency by the
  Corporation or any of its subsidiaries, and change in control of the Corporation
  (as defined in the Credit Agreement). Specifically the Corporation is required
  to:



| |  |  | Maintain consolidated net worth of at least
      the sum of (i) 85% of consolidated net worth of the consolidated group as
      of the initial funding date (after giving proforma effect to the acquisition
      of Q-One Biotech), plus (ii) as of the end of each quarter of the Corporation,
      commencing with the quarter ending December 31, 2003, an amount equal
      to 75% of Consolidated Net Income (but not less than zero) for such quarter,
      such increases to be cumulative, plus an amount equal to 100% of the net
      cash proceeds from all equity transactions after the closing date.                                                                                                                      
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Maintain a consolidated leverage ratio (the
      ratio of consolidated funded debt to consolidated EBITDA) as of the end
      of any quarter of the Corporation of no greater than 2.50 to 1.00. Consolidated
      funded debt excludes funded debt relating to the Loan Notes. EBITDA is defined
      as consolidated net income, interest expense, income taxes, depreciation
      and amortization, and non-cash expense for stock options. EBITDA will be
      calculated based on the four previous consecutive quarters.                                                                                                                                                                                                            
|
| |  |  | Maintain a consolidated fixed charge coverage
      ratio (ratio of the sum of consolidated EBITDAR less cash taxes paid, less
      consolidated capital expenditures to consolidated fixed charges) as of the
      end of any quarter of the Corporation of at least 1.25 to 1.00. Consolidated
      fixed charges are defined as the sum of the cash portion of consolidated interest
      expense, rent and lease expense, consolidated scheduled funded debt payments,
      and dividends and other distributions paid on the Corporation's capital stock.
      Consolidated EBITDAR is EBITDA plus rent and lease expense. EBITDAR and
      consolidated fixed charges will be calculated based on the four previous
      quarters.

8



---



##### 



Interest on the Credit Facility is calculated using the applicable Euro
Currency Rate or Base Rate plus an Applicable Rate Adjustment (the Rate
Adjustment). The Rate Adjustment is variable based on the ratio of total
funded debt under the facility to the Corporations EBITDA. This ratio will be
calculated and reported to the lenders quarterly. The interest rate at
September 30, 2003 was 4.63%, which includes a 3.5% Rate Adjustment.

In November 2003, the Corporation entered into a new interest rate swap
whereby the variable interest rate portion of $28.0 million of the domestic
loan was effectively converted into debt with a fixed rate of 3.21% per annum.
The swap expires in September 2008.

In November 2003, the Corporation entered into a cross-currency interest
rate swap whereby the $8.0 million of the foreign term loan and its variable
interest rate portion was effectively converted into a fixed rate United Kingdom
Pound Sterling note with a fixed rate of 5.30% per annum. The swap expires in
September 2008.

The Corporation entered into a security agreement on September 22, 2003,
whereby the Corporation, and certain of its subsidiaries have granted a
security interest in all personal property currently owned or subsequently
acquired to Bank of America, N.A. as administrative agent for the lenders as
security for their obligations under the Credit Agreement.

The Corporation entered into a pledge agreement on September 22, 2003,
whereby the Corporation, and certain of its subsidiaries have granted a
security interest in (1) 100% of the capital stock of each domestic subsidiary
of the Corporation, (2) 65% of the issued and outstanding shares of capital
stock entitled to vote of each foreign subsidiary and (3) 100% of the issued
and outstanding Capital Stock not entitled to vote of each foreign subsidiary
of the Corporation to Bank of America, N.A. as administrative agent for the
lenders as security for their obligations under the Credit Agreement.

The aggregate maturities on long-term debt less capital leases and the interest rate swap agreement as of September 30, 2003 are
due as follows (in thousands):

|                          |                            |  |   |        | 
|------------------------- | -------------------------- |  | - | ------ | 
|Years ending December 31: |                            |  |   |       
|                          | 2003                       |  | $ | 2,389  | 
|                          | 2004                       |  |   | 9,555  | 
|                          | 2005                       |  |   | 9,555  | 
|                          | 2006                       |  |   | 22,831 | 
|                          | 2007                       |  |   | 9,127  | 
|                          | Thereafter                 |  |   | 8,273  | 
|                          |                            |  |   |       
|                          | Total aggregate maturities |  | $ | 61,730 | 
|                          |                            |  |   |       

9



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##### 



(5) Net Income Per Share

The Corporation calculates earnings per share (EPS) on both a basic and
diluted basis. Dilutive securities are excluded from the computation in
periods in which they have an anti-dilutive effect. Net income available to
common stockholders and common equivalent stockholders is equal to net income
for all periods presented.

The following table represents reconciliations between the weighted
average common stock outstanding used in basic EPS and the weighted average
common and common equivalent shares outstanding used in diluted EPS for each of
the periods presented (in thousands):

|                                                                 |  |                    |       |                   |  |      |       |      |  |  |       |  |  |  |       | 
|---------------------------------------------------------------- |  | ------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                                                 |  | Three Months Ended |       | Nine Months Ended
|                                                                 |  | September 30,      |       | September 30,    
|                                                                 |  |                    |       |                  
|                                                                 |  | 2002               |       | 2003              |  | 2002 |       | 2003
|                                                                 |  |                    |       |                   |  |      |       |     
|Weighted average common stock
outstanding                        |  |                    | 8,444 |                   |  |      | 8,344 |      |  |  | 8,425 |  |  |  | 8,403 | 
|Stock options, as if converted                                   |  |                    | 432   |                   |  |      | 365   |      |  |  | 474   |  |  |  | 349   | 
|                                                                 |  |                    |       |                   |  |      |       |      |  |  |       |  |  |  |       | 
|Weighted average common and common
equivalent shares outstanding |  |                    | 8,876 |                   |  |      | 8,709 |      |  |  | 8,899 |  |  |  | 8,752 | 
|                                                                 |  |                    |       |                   |  |      |       |      |  |  |       |  |  |  |       | 

(6) Segment Information

Summarized financial information concerning the Corporations reportable
segments for the three months and nine months ended September 30 is shown in
the following table (in thousands):

|                     |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |        |        | 
|-------------------- | ----------------------- | ----- | - | ------------------- | ------ | ------------------- | - | ------ | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                     |                         |       |   | Three Months        |        | Nine Months        
|                     |                         |       |   | Ended September 30, |        | Ended September 30,
|                     |                         |       |   |                     |        |                    
|                     |                         |       |   | 2002                |        | 2003                |   | 2002   |        | 2003
|                     |                         |       |   |                     |        |                     |   |        |        |     
|Revenue:             |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |       
|                     | Testing and Development |       | $ | 18,131              |        |                     | $ | 19,480 |        |      | $ | 51,477 |        |  | $ | 55,270 |       
|                     | Manufacturing           |       |   | 3,463               |        |                     |   | 4,838  |        |      |   | 9,863  |        |  |   | 13,302 |       
|                     |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |        |       
|                     |                         | Total |   | $                   | 21,594 |                     |   | $      | 24,318 |      |   | $      | 61,340 |  |   | $      | 68,572 | 
|                     |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |        |       
|Gross Profit (Loss): |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |       
|                     | Testing and Development |       | $ | 9,717               |        |                     | $ | 9,548  |        |      | $ | 26,319 |        |  | $ | 27,119 |       
|                     | Manufacturing           |       |   | (213                | )      |                     |   | 795    |        |      |   | (62    | )      |  |   | 1,452  |       
|                     |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |        |       
|                     |                         | Total |   | $                   | 9,504  |                     |   | $      | 10,343 |      |   | $      | 26,257 |  |   | $      | 28,571 | 
|                     |                         |       |   |                     |        |                     |   |        |        |      |   |        |        |  |   |        |       

10



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##### 



Summarized financial information concerning the Corporations revenue and
gross profit by geographic region for the three months and nine months ended
September 30 is shown in the following table (in thousands):

|                        |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |        |   |        | 
|----------------------- | ----------------------- |  | ----- | ------ | --------------------------- | ------ | --------------------------- | ------ | ---- | ------ | ---- | ------ | - | ------ | - | ------ | - | ------ | 
|                        |                         |  |       |        | Three Months                |        | Nine Months                
|                        |                         |  |       |        | Ended September
        30, |        | Ended September
        30,
|                        |                         |  |       |        |                             |        |                            
|                        |                         |  |       |        | 2002                        |        | 2003                        |        | 2002 |        | 2003
|                        |                         |  |       |        |                             |        |                             |        |      |        |     
|Revenue:                |                         |  |       |        |                             |        |                             |       
|                        | United
          States |  | $     | 17,304 |                             |        | $                           | 19,176 |      |        | $    | 50,050 |   |        | $ | 54,643 |  
|                        | Europe                  |  |       | 4,290  |                             |        |                             | 5,142  |      |        |      | 11,290 |   |        |   | 13,929 |  
|                        |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |        |  
|                        |                         |  | Total |        | $                           | 21,594 |                             |        | $    | 24,318 |      |        | $ | 61,340 |   |        | $ | 68,572 | 
|                        |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |        |  
|Gross
          Profit: |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |       
|                        | United
          States |  | $     | 7,051  |                             |        | $                           | 7,505  |      |        | $    | 20,046 |   |        | $ | 21,082 |  
|                        | Europe                  |  |       | 2,453  |                             |        |                             | 2,838  |      |        |      | 6,211  |   |        |   | 7,489  |  
|                        |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |        |  
|                        |                         |  | Total |        | $                           | 9,504  |                             |        | $    | 10,343 |      |        | $ | 26,257 |   |        | $ | 28,571 | 
|                        |                         |  |       |        |                             |        |                             |        |      |        |      |        |   |        |   |        |  

(7) Stock Based Compensation

The Corporation has stock-based compensation plans, described more fully
in Note 5 to our audited consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2002. Effective
January 1, 2003, BioReliance adopted FASB Statement No. 148 (FAS 148),
Accounting for Stock-Based Compensation  Transition and Disclosure. FAS
148 amends FASB Statement No. 123 (FAS 123), Accounting for Stock-Based
Compensation, to provide, among other things, prominent disclosure of the
effects of an entitys accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and
interim financial statements. As permitted by FAS 123 and amended by FAS 148,
the Corporation has chosen to continue accounting for stock options at their
intrinsic value. Accordingly, no compensation expense has been recognized for
its stock option compensation plans. To determine fair value under FAS 123,
the Corporation used the Black-Scholes option-pricing model and the following
respective weighted average assumptions for the three and nine months ended
September 30, 2002 and 2003:

|                             |  |                     |      |                     |  |      |      |      |  |  |      |   |  |  |      |  
|---------------------------- |  | ------------------- | ---- | ------------------- |  | ---- | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                             |  | Three Months        |      | Nine Months        
|                             |  | Ended September 30, |      | Ended September 30,
|                             |  |                     |      |                    
|                             |  | 2002                |      | 2003                |  | 2002 |      | 2003
|                             |  |                     |      |                     |  |      |      |     
|Risk-free interest rate      |  |                     | 4.10 | %                   |  |      | 3.48 | %    |  |  | 4.10 | % |  |  | 3.45 | %
|Expected volatility          |  |                     | 67   | %                   |  |      | 76   | %    |  |  | 67   | % |  |  | 73   | %
|Expected option life (years) |  |                     | 6    |                     |  |      | 6    |      |  |  | 6    |   |  |  | 6    |  
|Expected dividends           |  |                     | 0    |                     |  |      | 0    |      |  |  | 0    |   |  |  | 0    |  

11



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##### 



Had the fair value method of accounting been applied to the Corporations
stock option plans utilizing the valuation method currently recognized, the
impact would have been as follows:

|                                                                                                                       |  |                     |       |                     |  |      |       |      |  |   |       |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ----- | ------------------- |  | ---- | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                                                                       |  | Three Months        |       | Nine Months        
|                                                                                                                       |  | Ended September 30, |       | Ended September 30,
|                                                                                                                       |  |                     |       |                    
|                                                                                                                       |  | 2002                |       | 2003                |  | 2002 |       | 2003
|                                                                                                                       |  |                     |       |                     |  |      |       |     
|Net income as reported                                                                                                 |  | $                   | 3,174 |                     |  | $    | 4,577 |      |  | $ | 8,077 |   |  | $ | 10,077 |  
|Stock based employee compensation expense
determined under fair value method for all awards, net of related tax effect |  |                     | (352  | )                   |  |      | (303  | )    |  |   | (802  | ) |  |   | (959   | )
|                                                                                                                       |  |                     |       |                     |  |      |       |      |  |   |       |   |  |   |        |  
|Pro-forma net income                                                                                                   |  |                     | 2,822 |                     |  |      | 4,274 |      |  |   | 7,275 |   |  |   | 9,118  |  
|Basic net income per share  as reported                                                                               |  |                     | 0.38  |                     |  |      | 0.55  |      |  |   | 0.96  |   |  |   | 1.20   |  
|Basic net income per share  pro-forma                                                                                 |  |                     | 0.38  |                     |  |      | 0.51  |      |  |   | 0.86  |   |  |   | 1.09   |  
|Diluted net income per share  as reported                                                                             |  |                     | 0.36  |                     |  |      | 0.53  |      |  |   | 0.91  |   |  |   | 1.15   |  
|Diluted net income per share  pro-forma                                                                               |  |                     | 0.32  |                     |  |      | 0.49  |      |  |   | 0.82  |   |  |   | 1.04   |  

(8) Stock Repurchase

On March 5, 2003, the Corporations Board of Directors authorized the
repurchase of up to 500,000 shares of the Corporations common stock over the
following two years. The repurchase is being funded using the Corporations
working capital. During the nine months ended September 30, 2003, the
Corporation repurchased 190,242 shares for $3,501,000. The Corporation did not
repurchase any shares during the three months ended September 30, 2003.

(9) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Corporation leases facilities and equipment under noncancelable
operating leases that expire at various dates through 2024. Future minimum
lease payments as of September 30, 2003 under operating leases were as follows
(in thousands):

|                          |            |                                     |   |        |        | 
|------------------------- | ---------- | ----------------------------------- | - | ------ | ------ | 
|Years ending December 31: |            |                                     |   |       
|                          | 2003       |                                     | $ | 847    |       
|                          | 2004       |                                     |   | 3,307  |       
|                          | 2005       |                                     |   | 3,339  |       
|                          | 2006       |                                     |   | 2,405  |       
|                          | 2007       |                                     |   | 2,354  |       
|                          | Thereafter |                                     |   | 21,756 |       
|                          |            |                                     |   |       
|                          |            | Total future minimum lease payments |   | $      | 34,008 | 
|                          |            |                                     |   |       

12



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##### 



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

Certain statements made in this Report on Form 10-Q are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, without limitation, any statement
that may predict, forecast, indicate, or imply future results, performance, or
achievements, which generally are not historical in nature, and may contain the
words believe, anticipate, expect, estimate, project, will be,
will continue, will likely result, or similar words or phrases.
Forward-looking statements in this Report on Form 10-Q include, among others,
statements regarding:



| |  |  | the anticipated growth of revenue and improvement in profit
margins,                                                                                                                               
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the anticipated growth of revenue to exceed cost increases related
to the Corporations U.S. manufacturing facility,                                                                               
|
| |  |  | the anticipated growth of revenue in connection with the
integration of Q-One Biotech, which the Corporation acquired on
September 23, 2003,                                                       
|
| |  |  | the Corporations ability to use additional capacity in its
manufacturing facilities, including those facilities acquired in
connection with the acquisition of Q-One Biotech,                     
|
| |  |  | the anticipated increase in selling, general and administrative
expenses and the hiring of new employees,                                                                                          
|
| |  |  | the Corporations ability to maintain selling, general and
administrative expenses as a percentage of revenue near or below 20%,                                                                   
|
| |  |  | the Corporations ability to maintain research and development
expenses and tax rates at constant levels,                                                                                          
|
| |  |  | the Corporations ability to fund its operations, capital
expenditures, and interest and principal payments on debt for 2003 with
existing cash, cash flows from operations and its line of credit,
|
| |  |  | the Corporations expansion plans.                                                                                                                                                                 

Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from the forward-looking statements. The
risks and uncertainties are detailed from time to time in reports filed by
BioReliance with the Securities and Exchange Commission, including in its
Form 10-K filed on March 31, 2003.

The Corporation undertakes no obligation to revise or publicly release the
results of any revision to these forward-looking statements. Therefore,
readers are cautioned not to place undue reliance on these forward-looking
statements since new risk factors emerge from time to time and it is not
possible for management to predict all such risk factors, or to assess the
impact of all such risk factors on the Corporations business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.

The following discussion and analysis of the Corporations financial
condition and results of operations should be read in conjunction with the
Corporations consolidated financial statements and related notes thereto
included elsewhere in this Form 10-Q.

13



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##### 



Overview

The Corporation is a leading contract service organization providing,
testing, development and manufacturing services for biologics and other
biomedical products to pharmaceutical companies worldwide. The Corporation
believes that it is the largest provider of outsourcing services focused on the
expanding biologics sector of the pharmaceutical industry. During the quarter
ended September 30, 2003, the Corporation continued to work with clients on the
development of global multi-year arrangements, such as those announced in 2002.
The Corporation also continued to contribute to bioterrorism defense through
the work performed in both operating segments on the smallpox vaccine
contracts. The Corporation believes that the services provided under some of
its key relationships, the benefits that have been provided by what the
Corporation believes is a growing market, and the increasing recognition of
BioReliance as a service provider of choice continues to have a positive effect
on the Corporations results of operations.

On September 23, 2003, the Corporation acquired Q-One Biotech, a
privately-held company based in Glasgow, Scotland, pursuant to (i) a Share
Purchase Agreement, dated August 12, 2003, among BioReliance Corporation,
BioReliance (Glasgow) Limited and the sellers named therein (relating to the
acquisition of shares of Q-One Biotech) and (ii) a Share Purchase Agreement,
dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow)
Limited and the sellers named therein (relating to the acquisition of shares of
Satron Management Services (Technology) Limited) (collectively, the Share
Purchase Agreements). Q-One Biotech provides safety testing and process
validation services and contract manufacturing to the biopharmaceutical
industry. Q-One Biotechs services have included safety testing of
biopharmaceuticals, human blood products, vaccines, transgenics and gene
therapy products. Q-One Biotechs primary facilities are located in Glasgow,
Scotland and Worcester, Massachusetts.

Under the terms of the Share Purchase Agreements, the Corporation
purchased all of the outstanding capital stock of Q-One Biotech for an
aggregate purchase price of approximately £42 million ($69.4 million) in cash,
subject to post-closing adjustments and excluding transaction costs. Pending
the determination of the post-closing adjustments, £1.5 million ($2.5 million)
has been placed in escrow and is not included in the purchase
allocation below.

The Corporation funded the purchase price of the acquisition, excluding
transaction costs, with approximately $48.2 million of borrowings under a new
senior secured credit facility with Bank of America, N.A. as administrative
agent, security trustee and letter of credit issuer and Banc of America
Securities LLC as the sole lead arranger and sole book manager. The
Corporation funded the remainder of the purchase price with approximately $21.2 million of existing
cash resources. The Corporation funded the transaction costs with
approximately $1.4 million of existing cash resources.  The Corporation expects to incur additional transaction costs in the fourth quarter.

14



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##### 



The
purchase price allocation for Q-One Biotech has not been completed;
however, it is expected to be finalized by the end of 2003. The
preliminary allocation of the purchase price as of September 23, 2003 is as
follows (in thousands):

|                                          |  |   |        |  
|----------------------------------------- |  | - | ------ | -
|Current assets                            |  | $ | 4,929  |  
|Property, plant and equipment             |  |   | 7,134  |  
|Current liabilities                       |  |   | (3,772 | )
|Non-current liabilities                   |  |   | (753   | )
|                                          |  |   |        |  
|Estimated fair value, net assets acquired |  |   | 7,538  |  
|Goodwill and other intangibles acquired   |  |   | 59,623 |  
|                                          |  |   |        |  
|Consideration, net of cash acquired       |  | $ | 67,161 |  
|                                          |  |   |        |  

Results of Operations
(Dollars in tables are in thousands)

For the three months ended September 30, 2003, the Corporation had revenue
of $24.3 million, an increase of 13% over revenue of $21.6 million for the
three months ended September 30, 2002. Earnings per share for the three months
ended September 30, 2003 were $0.53 (diluted) compared with $0.36 (diluted) for
the three months ended September 30, 2002.

For the nine months ended September 30, 2003, the Corporation had revenue
of $68.6 million, an increase of 12% over revenue of $61.3 million for the nine
months ended September 30, 2002. Earnings per share for the nine months ended
September 30, 2003 were $1.15 (diluted) compared with $0.91 (diluted) for the
nine months ended September 30, 2002.

Continuing increases in orders fueled revenue growth in both of the
Corporations segments and both geographic regions for the three months and
nine months ended September 30, 2003. The acquisition of Q-One Biotech also
contributed to the increase in revenue by including five business days of
activity into the Corporations consolidated results. These higher revenues
also drove higher gross profits in both geographic regions for the three months
and nine months ended September 30, 2003. Cost increases hampered gross
margins in U.S. and U.K. testing and development while margins in other
business units, particularly European manufacturing, improved due largely to
the revenue growth. Although selling, general, and administrative costs
increased, as a percentage of sales these costs decreased to 19% and 20% for
the three months and nine months ended September 30, 2003, respectively, as a
result of continued programs to control expenses. Income tax rates for the
three months and nine months ended September 30, 2003 remained constant at 37%,
in line with the Corporations historical rates.

15



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##### 



Gross Revenue by Operating Segment

The following table shows a comparison of revenue by operating segment for
the three months and nine months ended September 30, 2002 and 2003:

|                        |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  
|----------------------- |  | ------------------ | ------ | ----------------- |  | ---------- | ------ | ---- |  | ---- | -- | ---------- |  | - | ------ |  |  | - | ------ | ---- |  |  | -- | -
|                        |  | Three Months Ended |        | Nine Months Ended
|                        |  | September 30,      |        | September 30,    
|                        |  |                    |        |                  
|                        |  |                    |        |                   |  |            |        |      |  | Fav. |    |            |  |   |        |  |  |   |        | Fav.
|                        |  | 2002               |        | 2003              |  | (Unfav.) % |        | 2002 |  | 2003 |    | (Unfav.) %
|                        |  |                    |        |                   |  |            |        |      |  |      |    |           
|Testing and Development |  | $                  | 18,131 |                   |  | $          | 19,480 |      |  |      | 7  | %          |  | $ | 51,477 |  |  | $ | 55,270 |      |  |  | 7  | %
|Manufacturing           |  |                    | 3,463  |                   |  |            | 4,838  |      |  |      | 40 | %          |  |   | 9,863  |  |  |   | 13,302 |      |  |  | 35 | %
|                        |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  
|Total                   |  | $                  | 21,594 |                   |  | $          | 24,318 |      |  |      | 13 | %          |  | $ | 61,340 |  |  | $ | 68,572 |      |  |  | 12 | %
|                        |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  

The increase in testing and development revenue for the three months and
nine months ended September 30, 2003 is due primarily to the continued increase
in new orders, and, to a lesser extent, the revenue reported by Q-One Biotech.
The new orders continue to include those arising from global arrangements with
some of the Corporations major clients. The increase in U.K. testing and
development revenue is primarily a result of the Q-One acquisition. This
increase was partially offset by a decrease in other testing and development revenue in the
U.K. for the three months ended September 30, 2003. European testing and
development revenue continues to be impacted by client delays in some projects.

The increase in manufacturing revenue for the three and nine months ended
September 30, 2003 represents increases in both the U.S. and Europe. European
increases are attributable to increases in both U.K. and German facilities.
Both European facilities benefited from increased orders and German revenue
benefited from improvements in throughput efficiencies. The U.S. manufacturing
revenue improvement was primarily due to an increase in revenue derived from
the Corporations smallpox vaccine contract.

Approximately 25% and 24%, respectively, of the Corporations
manufacturing revenue for the three months and nine months ended September 30,
2003 resulted from work performed under the Corporations smallpox vaccine
contracts. Approximately 9% of the Corporations total revenue for the three
months and nine months ended September 30, 2003 resulted from work performed
under these smallpox vaccine contracts.

16



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##### 



Gross Revenue by Geographic Region

The following table shows a comparison of revenue by geographic region for
the three months ended September 30, 2002 and 2003:

|              |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  
|------------- |  | ------------------ | ------ | ----------------- |  | ---------- | ------ | ---- |  | ---- | -- | ---------- |  | - | ------ |  |  | - | ------ | ---- |  |  | -- | -
|              |  | Three Months Ended |        | Nine Months Ended
|              |  | September 30,      |        | September 30,    
|              |  |                    |        |                  
|              |  |                    |        |                   |  |            |        |      |  | Fav. |    |            |  |   |        |  |  |   |        | Fav.
|              |  | 2002               |        | 2003              |  | (Unfav.) % |        | 2002 |  | 2003 |    | (Unfav.) %
|              |  |                    |        |                   |  |            |        |      |  |      |    |           
|United States |  | $                  | 17,304 |                   |  | $          | 19,176 |      |  |      | 11 | %          |  | $ | 50,050 |  |  | $ | 54,643 |      |  |  | 9  | %
|Europe        |  |                    | 4,290  |                   |  |            | 5,142  |      |  |      | 20 | %          |  |   | 11,290 |  |  |   | 13,929 |      |  |  | 23 | %
|              |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  
|Total         |  | $                  | 21,594 |                   |  | $          | 24,318 |      |  |      | 13 | %          |  | $ | 61,340 |  |  | $ | 68,572 |      |  |  | 12 | %
|              |  |                    |        |                   |  |            |        |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |  

The increase in revenue generated in the United States for the three
months and nine months ended September 30, 2003 resulted from increases in
orders, which fueled increased revenue in both biologics testing and in
toxicology services. As previously mentioned, U.S. manufacturing revenue
increased for the three and nine months ended September 30, 2003. Revenue
generated in the U.S. for the nine months ended September 30, 2002 includes an
adjustment resulting in additional revenue of approximately $380,000 relating
to long-term contracts.

The increase in revenue generated in Europe for the three months ended
September 30, 2003 reflects an increase in revenue generated in the
Corporations German facilities and the impact of revenue generated by Q-One
Biotech discussed above. The increase in revenue generated in Europe for the
nine months ended September 30, 2003 is the result of increases in revenue
generated in both the Corporations U.K. and German facilities as a result of
an increase in orders and the impact of the Q-One acquisition. The Corporation
continues to benefit from increased penetration into the growing European
biopharmaceutical market. As the German facility continues to run near
capacity, revenue fluctuations in that facility are primarily attributable to
incremental improvement in throughput efficiencies and different pricing
structures among contracts.

Revenue Outlook

The Corporation expects that testing and development revenue will continue
to increase in both the U.S. and Europe in the foreseeable future, and that
U.S. manufacturing revenue will increase with the Corporations commercial
contracts, as well as with additional service offerings in the U.S.
manufacturing facility. There can be no assurance that such expectations will
prove to be correct. The Corporation expects European revenue to continue to
grow more rapidly than revenue in the U.S. with the integration of Q-One
Biotech, increased global capacity and more rapid growth of European markets
than U.S. markets.

17



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##### 



Gross Profit by Operating Segment

The following table compares gross profit and gross margin by operating
segment for the three months and nine months ended September 30, 2002 and 2003:

|                        |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |   |   |  
|----------------------- | ------------ | ------------------- | - | ------------------ | ----- | ----------------- | - | ---------- | ------ | ---- |  | ---- | -- | ---------- | - | ------ | ------ | -- | - | ------ | ------ | ---- |  | - | - | -
|                        |              |                     |   | Three Months Ended |       | Nine Months Ended
|                        |              |                     |   | September 30,      |       | September 30,    
|                        |              |                     |   |                    |       |                  
|                        |              |                     |   |                    |       |                   |   |            |        |      |  | Fav. |    |            |   |        |        |    |   |        |        | Fav.
|                        |              |                     |   | 2002               |       | 2003              |   | (Unfav.) % |        | 2002 |  | 2003 |    | (Unfav.) %
|                        |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |           
|Testing and Development |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |  
|                        | Gross Profit |                     | $ | 9,717              |       |                   | $ | 9,548      |        |      |  | (2   | %) |            | $ | 26,319 |        |    | $ | 27,119 |        |      |  | 3 | %
|                        | Gross Margin |                     |   | 54                 | %     |                   |   | 49         | %      |      |  |      |    |            |   | 51     | %      |    |   | 49     | %      |      |  |   |  
|Manufacturing           |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |  
|                        |              | Gross Profit (Loss) |   |                    | (213  | )                 |   |            | 795    |      |  |      |   |            |   |        | (62    | )  |   |        | 1,452  |      |  |   |  |  
|                        |              | Gross Margin        |   |                    | (6    | %)                |   |            | 16     | %    |  |      |    |            |   |        | (1     | %) |   |        | 11     | %    |  |   |   |  
|                        |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |   |  
|Total                   |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |  
|                        |              | Gross Profit        |   | $                  | 9,504 |                   |   | $          | 10,343 |      |  |      | 9  | %          |   | $      | 26,257 |    |   | $      | 28,571 |      |  |   | 9 | %
|                        |              | Gross Margin        |   |                    | 44    | %                 |   |            | 43     | %    |  |      |    |            |   |        | 43     | %  |   |        | 42     | %    |  |   |   |  
|                        |              |                     |   |                    |       |                   |   |            |        |      |  |      |    |            |   |        |        |    |   |        |        |      |  |   |  

The decrease in the testing and development gross margin for the three
months ended September 30, 2003 is a result of decreased margins in both the
U.S. and in Europe. The increased gross profit generated in the U.K. was
partially offset by a decreased profit in the U.S. Increased costs primarily
related to direct material and labor related costs in the U.S. and Europe and
increased facilities costs also impacted gross profits in the U.S.

For the nine months ended September 30, 2003, gross margins decreased in
both the U.S. and the U.K. resulting from a decrease in the gross profit
generated by testing and development in the U.K., only partially offset by
increases in the gross profit generated by U.S. testing and development. The
gross profit was impacted by the increase in expenses discussed above.

Manufacturing gross margin for the three months and nine months ended
September 30, 2003 improved, representing improvements in both the U.S. and
Europe manufacturing. Gross profits in Europe increased and losses generated
in the U.S. decreased for both the three months and nine months ended September
30, 2003. The throughput efficiencies and pricing structures mentioned earlier
allowed European manufacturing revenues to grow at a much faster rate than cost
of sales, thus resulting in increased margin. However, increased direct
materials and labor related costs contributed to a decrease in U.S.
manufacturing gross profit.

18



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##### 



Gross Profit by Geographic Region

The following table compares gross profit and gross margin by geographic
region for the three months and six months ended June 30, 2002 and 2003:

|              |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |    |  
|------------- | ------------ |  | ------------------ | ----- | ----------------- |  | ---------- | ------ | ---- |  | ---- | -- | ---------- |  | - | ------ | - |  | - | ------ | ---- |  |  | -- | -
|              |              |  | Three Months Ended |       | Nine Months Ended
|              |              |  | September 30,      |       | September 30,    
|              |              |  |                    |       |                  
|              |              |  |                    |       |                   |  |            |        |      |  | Fav. |    |            |  |   |        |   |  |   |        | Fav.
|              |              |  | 2002               |       | 2003              |  | (Unfav.) % |        | 2002 |  | 2003 |    | (Unfav.) %
|              |              |  |                    |       |                   |  |            |        |      |  |      |    |           
|United States |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |   
|              | Gross Profit |  | $                  | 7,051 |                   |  | $          | 7,505  |      |  |      | 6  | %          |  | $ | 20,046 |   |  | $ | 21,082 |      |  |  | 5  | %
|              | Gross Margin |  |                    | 41    | %                 |  |            | 39     | %    |  |      |    |            |  |   | 40     | % |  |   | 39     | %    |  |  |    |  
|Europe        |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |   
|              | Gross Profit |  |                    | 2,453 |                   |  |            | 2,838  |      |  |      | 16 | %          |  |   | 6,211  |   |  |   | 7,489  |      |  |  | 21 | %
|              | Gross Margin |  |                    | 57    | %                 |  |            | 55     | %    |  |      |    |            |  |   | 55     | % |  |   | 54     | %    |  |  |    |  
|              |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |    |  
|Totals        |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |   
|              | Gross Profit |  | $                  | 9,504 |                   |  | $          | 10,343 |      |  |      | 9  | %          |  | $ | 26,257 |   |  | $ | 28,571 |      |  |  | 9  | %
|              | Gross Margin |  |                    | 44    | %                 |  |            | 43     | %    |  |      |    |            |  |   | 43     | % |  |   | 42     | %    |  |  |    |  
|              |              |  |                    |       |                   |  |            |        |      |  |      |    |            |  |   |        |   |  |   |        |      |  |  |    |  

For the three months ended September 30, 2003 the decrease in U.S. gross
margin resulted from a decrease in margins generated from testing and
development partially offset by a decrease in the losses generated in U.S.
manufacturing. U.S. margins were affected by the timing of higher margin work,
the temporary interruption of the Lab animal health  testing business driven by the
cessation of
simian serum imports for SARS infected regions, and the continued
losses generated by U.S. manufacturing. Additionally, the decrease in margins
was a result of the cost increases discussed above.

The decrease in U.S. gross margin for the nine months ended September 30,
2003 reflects a decrease in both U.S. manufacturing and U.S. testing and
development margins. Testing and development gross profit decreased while the
loss generated by U.S. manufacturing decreased. The decreased profit for
testing and development was affected by the increased costs discussed above.

The decrease in European gross margins for the three and nine months ended
September 30, 2003 is attributable to decreases outpacing in both the European
testing and development and manufacturing margins. While increased cost of
sales in Europe negatively impacted gross profit, European revenue increased at
a much faster rate than its related cost of sales, thus significantly
increasing gross profit in Europe. The U.S. testing and development business
includes several units with relatively lower margins, which are not part of the
U.K. testing and development business.

19



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##### 



Outlook for Gross Margins

The Corporation expects future revenue growth to exceed cost increases
related to its U.S. manufacturing facility, thereby improving gross margins.
However, the build-out and validation of this facility has demanded and will
continue to demand considerable time and resources, and there are high fixed
costs related to the facility. This facility will likely constrain earnings
for the Corporation at least for the foreseeable future. Management cannot
predict when, if ever, the facility will generate profits.

The Corporation expects margins in the testing and development segment,
both in the U.S. and Europe, to improve moderately with the integration of
Q-One Biotech and the realization of economies of scale in the foreseeable
future.

Other Operating Expenses

The following table shows a comparison of operating expenses, other than
cost of sales, for the three months and nine months ended September 30, 2002
and 2003:

|                                    |  |                    |       |                   |  |            |       |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |   
|----------------------------------- |  | ------------------ | ----- | ----------------- |  | ---------- | ----- | ---- |  | ---- | -- | ---------- |  | - | ------ |  |  | - | ------ | ---- |  |  | -- | --
|                                    |  | Three Months Ended |       | Nine Months Ended
|                                    |  | September 30,      |       | September 30,    
|                                    |  |                    |       |                  
|                                    |  |                    |       |                   |  |            |       |      |  | Fav. |    |            |  |   |        |  |  |   |        | Fav.
|                                    |  | 2002               |       | 2003              |  | (Unfav.) % |       | 2002 |  | 2003 |    | (Unfav.) %
|                                    |  |                    |       |                   |  |            |       |      |  |      |    |           
|Selling, General and
Administrative |  | $                  | 4,215 |                   |  | $          | 4,507 |      |  |      | (7 | %)         |  | $ | 12,736 |  |  | $ | 13,534 |      |  |  | (6 | %)
|Research and Development            |  |                    | 225   |                   |  |            | 206   |      |  |      | 8  | %          |  |   | 681    |  |  |   | 634    |      |  |  | 7  | % 
|                                    |  |                    |       |                   |  |            |       |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |   
|Total                               |  | $                  | 4,440 |                   |  | $          | 4,713 |      |  |      | (6 | %)         |  | $ | 13,417 |  |  | $ | 14,168 |      |  |  | (6 | %)
|                                    |  |                    |       |                   |  |            |       |      |  |      |    |            |  |   |        |  |  |   |        |      |  |  |    |   

Selling, general and administrative (SG&A) expenses increased for the
three months and nine months ended September 30, 2003 due primarily to
increases in insurance, labor, and fringe costs. These increases were
partially offset by a reduction in the Corporations bad debt expense and legal
fees and the capitalization of internal costs for information systems
implementation. SG&A expenses are expected to increase as the Corporation
hires additional administrative staff, continues to integrate the operations of
Q-One Biotech, implements additional applications and enhancements for its
information systems and makes additional investments for technical sales
support and marketing infrastructure, including investments for developing
manufacturing business in the U.S.

As a percentage of revenue, SG&A expenses decreased slightly to 19% and
20% for the three months and nine months ended September 30, 2003 from 20% and
21% for the three months and nine months ended September 30, 2002. The
decrease is principally attributable to increased revenues, continued programs
to control expenses, and the successful integration of past enhancements and
expansion in sales, marketing and information systems. The Corporation
believes it can maintain SG&A as a percentage of revenue near or
below 20% for the foreseeable future.

20



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##### 



Research and development expenses represent the investment of internal
resources to develop new methods and tests to support the Corporations
services. These expenses have remained relatively constant as the Corporation
continues to focus on the development of tests that can be delivered to
clients in a relatively short period. The Corporation expects these expenses
to remain near these levels for the foreseeable future.

Other Expenses (Income) and Income Taxes

The following table shows a comparison of other expenses (income) and
income taxes for the three months and nine months ended September 30, 2002 and
2003:

|                        |                |   |                    |       |                   |   |            |       |      |  |      |     |            |   |     |       |   |   |        |       |      |  |      |     |   
|----------------------- | -------------- | - | ------------------ | ----- | ----------------- | - | ---------- | ----- | ---- |  | ---- | --- | ---------- | - | --- | ----- | - | - | ------ | ----- | ---- |  | ---- | --- | --
|                        |                |   | Three Months Ended |       | Nine Months Ended
|                        |                |   | September 30,      |       | September 30,    
|                        |                |   |                    |       |                  
|                        |                |   |                    |       |                   |   |            |       |      |  | Fav. |     |            |   |     |       |   |   |        |       | Fav.
|                        |                |   | 2002               |       | 2003              |   | (Unfav.) % |       | 2002 |  | 2003 |     | (Unfav.) %
|                        |                |   |                    |       |                   |   |            |       |      |  |      |     |           
|Other Expenses (Income) |                | $ | 65                 |       |                   | $ | (1,636     | )     |      |  | N.M. |     |            | $ | 120 |       |   | $ | (1,592 | )     |      |  | N.M. |    
|                        |                |   |                    |       |                   |   |            |       |      |  |      |     |            |   |     |       |   |   |        |       |      |  |      |    
|Income Taxes            |                |   |                    |       |                   |   |            |       |      |  |      |     |            |   |     |       |   |   |        |       |      |  |      |    
|                        | Provision      |   | $                  | 1,825 |                   |   |            | 2,689 |      |  |      | (47 | %)         |   | $   | 4,643 |   |   |        | 5,918 |      |  |      | (27 | %)
|                        | Effective Rate |   |                    | 37    | %                 |   |            | 37    | %    |  |      |     |            |   |     | 37    | % |   |        | 37    | %    |  |      |     |   
|                        |                |   |                    |       |                   |   |            |       |      |  |      |     |            |   |     |       |   |   |        |       |      |  |      |    

N.M. = not meaningful

The
Corporations net other income was $1.6 million for the three
months ended September 30, 2003 compared to net other expense of $65,000 for
the three months ended September 30, 2002. For the nine months ended September
30, 2003, the Corporation recorded net other income of $1.6 million compared to
net other expense of $120,000 for the nine months ended September 30, 2002.
These changes were primarily due to foreign currency translation gains. Other
income for the three and nine months ended September 30, 2003 includes $1.9
million related to a change in the U.S. dollar immediately following the
acquisition of Q-One Biotech. The Corporation has recently established
currency hedge positions that reduce or largely eliminate its exposure to
further gain and losses of this magnitude.

For the three months and nine months ended September 30, 2003, the income
tax rate remained constant and is in line with the Corporations long-term
historical rates, excluding 2001. The Corporation expects tax rates to remain
at current levels for the remainder of 2003 and into the foreseeable future.
However, since the Corporation has international operations in jurisdictions
with different rates, its effective tax rate may vary from quarter to quarter
due to changes in the distribution of its pre-tax earnings, among other
factors.

Liquidity and Capital Resources

The Corporation has funded its business through existing cash, cash flows
from operations, long-term bank loans and capital leases. At September 30,
2003, the Corporation had unrestricted cash and cash equivalents of $17.1
million, compared to $37.7 million at December 31, 2002. The reduction is the
result of funds used for the acquisition of Q-One Biotech.

The Corporation generated cash flows from operations of $10.2 million for
the nine months ended September 30, 2003, compared to $12.4 million for the
nine months ended September 30, 2002.

21



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##### 



Changes in current assets and liabilities used cash of $2.7 million for
the nine months ended September 30, 2003 primarily due to an increase in other
current assets and reduction in customer advances and accrued compensation and
benefits, partially offset by an increase in accounts payable and a decrease in
accounts receivable. Those changes are, to a degree, seasonal in nature.
Changes in current assets and liabilities used cash of $0.3 million for the
nine months ended September 30, 2002 primarily due to an increase in other
current assets and decreases in accrued employee compensation and benefits and
accounts payable, partially offset an increase in other accrued liabilities.

The Corporation used $3.5 million of cash for the nine months ended
September 30, 2003 to repurchase 190,242 shares of its common stock, which the
Corporation now holds as treasury stock under a stock repurchase program. The
Corporation implemented this repurchase program in March 2003 and may
repurchase up to 500,000 shares over two years. These shares are available for
reissuance in connection with any lawful purposes. There were no such
repurchases during the nine months ended September 30, 2002.

Working capital decreased to $15.1 million at September 30, 2003 from
$42.2 million at December 31, 2002 as a result of a decrease in current assets
and an increase in current liabilities. The decrease in current assets was due
to a decrease in cash partially offset by other changes. The increase in
current liabilities was primarily a result of an increase in the current
portion of long-term debt.

The Corporation believes that its existing cash and cash equivalents of
$17.1 million at September 30, 2003, cash flows from operations, and available
borrowings under new credit agreement will provide sufficient liquidity to meet
the Corporations operating plan, planned capital expenditures, and interest
and principal payments on the Corporations debt for 2003 and the foreseeable
future.

A decrease in demand for the Corporations services could reduce operating
cash flows, but would also decrease the need for any capital expansion. The
key factors that could affect the Corporations sources of cash include the
following:



| |  |  | the Corporations ability to generate orders for new contracts;                                        
| | - |  | -------------------------------------------------------------------------------------------------------
|
| |  |  | the Corporations ability to successfully integrate the operations of Q-One Biotech;                   
|
| |  |  | the ability of the Corporation to utilize its facilities,
particularly the U.S. manufacturing facility;
|
| |  |  | the size and growth of the overall markets for biopharmaceuticals;                                     
|
| |  |  | the economies in the U.S. and Europe; and,                                                             
|
| |  |  | the required interest and principal payments due under the Corporations loan agreements.              

These and other factors are more fully described in the Risk Factors
section in the Corporations Form 10-K filed on March 31, 2003. Additionally,
a significant deterioration in the Corporations financial performance and
ratios could accelerate the maturity of principal outstanding under the
Corporations loans.

Operating Leases

The Corporation leases facilities and equipment under operating leases
that expire at various dates through 2024. As of September 30, 2003, the
Corporation is required to make future noncancelable lease payments totaling
approximately $34.0 million under these leases.

22



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##### 



Capital Leases

The Corporations U.S. manufacturing facility in Rockville, Maryland has
been operational since late 2000. The Corporation leases this facility under
three capital leases that require it to make net noncancelable lease payments
totaling approximately $9.3 million through 2034. The Corporation has also
guaranteed indebtedness related to the construction of this facility of
approximately $4.0 million at September 30, 2003. A portion of the lease
payments is equivalent to the interest and principal due on the indebtedness.

Under an interest rate swap with respect to one of these capital leases,
the variable interest rate portion of the indebtedness was effectively
converted into debt with a fixed rate of 6.14% per annum. This swap expires on
November 1, 2009. Amounts paid or received under the interest rate swap are
recognized as interest income or expense in the periods in which they accrued
and are recorded in the same category as that arising from the indebtedness.
As a result of a decrease in the variable interest rate, for the three months
and nine months ended September 30, 2003, the Corporation recorded $54,000 and
$159,000, respectively, of additional interest expense related to this interest
rate swap. For the three and nine months ended September 30, 2002, the
Corporation recorded additional interest expense of $47,000 and $144,000,
respectively. In accordance with the Statement of Financial Accounting
Standard (FAS) 133, the Corporation adjusted the liability for the change in
the fair value of this swap from $653,000 at December 31, 2002 to $608,000 at
September 30, 2003. The corresponding amount is reflected in other
comprehensive income, as the Corporation has met the criteria of FAS 133 to
record the contract as a cash flow hedge. This hedge will be extinguished with
the lease obligation to which it pertains.

The Corporation accounts for the leases and subleases of its U.S.
manufacturing facility as capital leases. The assets underlying the capital
leases are included with the Corporations owned property and equipment at
September 30, 2003. Property and equipment, net of accumulated depreciation
and amortization, at September 30, 2003 included approximately $6.9 million
related to these capital leases. The related obligation of $6.2 million is
included in the Corporations liabilities at September 30, 2003.

The Corporation also leases land for one of its facilities and certain
office equipment under terms that require the leases to be accounted for as
capital leases. At September 30, 2003, property and equipment, net of
accumulated depreciation and amortization, included $2.0 million related to
these capital leases. The related lease obligation of $0.4 million is included
in the Corporations liabilities at September 30, 2003.

Borrowings and Credit Facilities

The Corporation entered into a Credit Agreement, dated August 12, 2003,
with the Corporation and BioReliance (Glasgow) Ltd. as borrowers, certain
subsidiaries of the Corporation as guarantors, Bank of America, N.A. as
administrative agent, security trustee and letter of credit issuer, the lenders
party thereto, and Banc of America Securities LLC as the sole lead arranger and
sole book manager (the Credit Agreement), under the credit agreement, the
Corporation may borrow up to $60 million for general corporate purposes,
including working capital and capital expenditures, refinance existing
indebtedness and finance the acquisition of Q-One Biotech. The credit facility
consists of a $15 million revolving credit facility, a $35 million domestic
term loan and a $10 million foreign term loan. The Corporation borrowed
approximately $48.2 million to fund a portion of the purchase price paid in the
Q-One Biotech acquisition, including a $3.2 million revolving loan and $45.0
million in term loans. Final

23



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amounts due under the revolving credit facility
will become due and payable in full on September 30, 2006. The Corporation is
required to make quarterly payments under the term loans beginning on December
31, 2003. Amounts due under the term loans will become due and payable in full
on September 30, 2008.

The credit facility includes negative covenants including, among others,
those restricting the Corporations ability to incur liens on its assets, pay
dividends, make investments, and incur additional indebtedness. The credit
facility also contains customary financial covenants including, among others,
those that require the Corporation to maintain a maximum leverage ratio, a
minimum fixed charge coverage ratio and a minimum net worth. The credit
facility includes customary events of default including, among other things,
the Corporations failure to pay the principal or interest of any loan or
letter of credit under the credit facility, a default or event of default of
any other agreement involving indebtedness, insolvency by the Corporation or
any of its subsidiaries, and change in control of the Corporation (as defined
in the Credit Agreement). Specifically the Corporation is required to:



| |  |  | Maintain consolidated net worth of at least
      the sum of (i) 85% of consolidated net worth of the consolidated group as
      of the initial funding date (after giving proforma effect to the acquisition
      of Q-One Biotech), plus (ii) as of the end of each quarter of the Corporation,
      commencing with the quarter ending December 31, 2003, an amount equal
      to 75% of Consolidated Net Income (but not less than zero) for such quarter,
      such increases to be cumulative, plus an amount equal to 100% of the net
      cash proceeds from all equity transactions after the closing date.                                                                                                                      
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Maintain a consolidated leverage ratio (the
      ratio of consolidated funded debt to consolidated EBITDA) as of the end
      of any quarter of the Corporation of no greater than 2.50 to 1.00. Consolidated
      funded debt excludes funded debt relating to the Loan Notes. EBITDA is defined
      as consolidated net income, interest expense, income taxes, depreciation
      and amortization, and non-cash expense for stock options. EBITDA will be
      calculated based on the four previous consecutive quarters.                                                                                                                                                                                                            
|
| |  |  | Maintain a consolidated fixed charge coverage
      ratio (ratio of the sum of consolidated EBITDAR less cash taxes paid, less
      consolidated capital expenditures to consolidated fixed charges) as of the
      end of any quarter of the Corporation of at least 1.25 to 1.00. Consolidated
      fixed charges are defined as the sum of the cash portion of consolidated
      interest expense, rent and lease expense, consolidated scheduled funded
      debt payments, and dividends and other distributions paid on the Corporation's
      capital stock. Consolidated EBITDAR is EBITDA plus rent and lease expense.
      EBITDAR and consolidated fixed charges will be calculated based on the four
      previous quarters.

Interest on the credit facility is calculated using the applicable Euro
Current Rate of Base Rate plus an Applicable Rate Adjustment (the Rate
Adjustment). The Rate Adjustment is variable based on the ratio of total
funded debt under the facility to the Corporations EBITDA. This ratio will be
calculated and reported to the lenders quarterly. Interest at September 30,
2003 was 4.63%, which rate includes a 3.5% Rate Adjustment.

In November 2003, the Corporation entered into a new interest rate swap
whereby the variable interest rate portion of $28.0 million of the domestic
loan was effectively converted into debt with a fixed rate of 3.21% per annum.
The swap expires in September 2008.

In November 2003,
  the Corporation entered into a cross-currency interest rate swap whereby the
  $8.0 million of the foreign term loan and its variable interest rate portion
  was effectively converted into a fixed rate United Kingdom Pound Sterling note
  with a fixed rate of 5.30% per annum. The swap expires in September 2008.

24



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In connection with the purchase, the Corporation issued Floating Rate
Guaranteed unsecured Loan Notes in the amount of £6,182,974 ($10,290,324 at
September 30, 2003) to a former shareholder of Q-One Biotech. The loan notes mature
on September 23, 2006.

In consideration for Clydesdale Banks guarantee, the Corporation
deposited an amount equal to the principal amount of the Loan Notes with
Clydesdale Bank. Amounts outstanding on the Loan Notes accrue interest in an amount
equal to the interest the Corporation earns on the cash deposited in Clydesdale
Bank. The cash is recorded as restricted cash on the Corporations balance
sheet as of September 30, 2003.

The Corporation entered into a Security Agreement, on September 22, 2003,
whereby the Corporation, and certain of its subsidiaries have granted a
security interest in all personal property currently owned or subsequently
acquired to Bank of America, N.A. as administrative agent for the lenders as
security for their obligations under the Credit Agreement.

The Corporation entered into a Pledge Agreement on September 22, 2003,
whereby the Corporation, and certain of its subsidiaries have granted a
security interest in (1) 100% of the capital stock of each domestic subsidiary
of the Corporation, (2) 65% of the issued and outstanding shares of capital
stock entitled to vote of each foreign subsidiary and (3) 100% of the issued
and outstanding Capital Stock not entitled to vote of each foreign subsidiary
of the Corporation to Bank of America, N.A. as administrative agent for the
lenders as security for their obligations under the Credit Agreement.

The Corporation has a mortgage loan of $4.3 million from Bank of America
with a maturity date of November 30, 2009 that was used to finance the
construction of one of its facilities in Rockville, Maryland. In addition to a
principal payment of $10,576 per month, the mortgage loan bears interest at the
London Inter-Bank Offering Rate (LIBOR) plus the applicable LIBOR Rate
Additional Percentage (LIBOR Rate Option). The LIBOR Rate Option ranges from
1.0% to 2.15% depending on the Corporation achieving certain funded debt to
EBITDA ratios. At September 30, 2003, the applicable interest rate on the
mortgage loan was 1.12% and the LIBOR Rate Option was 1.40%. At September 30,
2003, approximately $2.1 million was outstanding on the mortgage loan.

Under an interest rate swap, the variable interest rate portion of the
mortgage loan was effectively converted into debt with a fixed rate of 6.14%
per annum. This swap expires November 1, 2009. Amounts paid or received under
the interest rate swap are recognized as interest income or expensed in the
periods in which they accrued and are recorded in the same category as that
arising from the mortgage loan. As a result of a decrease in the variable
interest rate, for the three months and nine months ended September 30, 2003,
the Corporation recorded $26,000 and $78,000, respectively, of additional
interest expense related to the interest rate swap. For the three and nine
months ended September 30, 2002, the Corporation recorded additional interest
expense of $24,000 and $73,000, respectively. In accordance with FAS 133, the
Corporation adjusted the liability for the change in the fair value of this
swap from $306,000 at December 31, 2002 to $280,000 at September 30, 2003. The
corresponding amount is reflected in other comprehensive income, as the
Corporation has met the criteria of FAS 133 to record the contract as a cash
flow hedge. This hedge will be extinguished with the mortgage loan to which it
pertains.

The Corporations mortgage loan and the guaranteed indebtedness related to
the construction of the U.S. manufacturing facilities are cross collateralized
and are secured by a deed of trust on one of the Corporations laboratory
facilities in Rockville, Maryland. The agreements require the Corporation to

25



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comply with financial and restrictive covenants, including fixed charge
coverage and funded debt to EBITDA ratios. Specifically, the Corporation is
required to:



| |  |  | Maintain a ratio of total funded indebtedness to EBITDA not
greater than 3.50 to 1.00 as of the end of each fiscal quarter,
calculated on the preceding four-quarter period. EBITDA is defined
as earnings before interest, taxes, depreciation and amortization.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Maintain a fixed charge coverage ratio as of the end of each
quarter of at least 1.25 to 1.00. This ratio is determined by
dividing EBITDA by the sum of interest expense and current
maturities of long-term debt and capital leases.                           

The Corporation has a $3.0 million loan from the Department of Business
and Economic Development, a department of the State of Maryland. The
Corporation is required to use the proceeds to expand and relocate its
activities in Rockville, Maryland. The loan requires quarterly principal
payments of $107,143 plus accrued interest and matures on June 30, 2006. The
loan bears interest at rates from 0.0% to 7.5% based on the Corporations
achieving specific employment levels through 2005. The current interest rate
is 0.0%. The terms of the loan contain annual reporting requirements,
including the reporting of employment data. At September 30, 2003,
approximately $1.2 million was outstanding on the loan.

At September 30, 2003, the Corporation was in compliance with all
covenants under its loan agreements.

Capital Expenditures

During the nine months ended September 30, 2003 and 2002, the Corporation
invested $8.7 million and $5.0 million, respectively, for capital expenditures.
These capital expenditures were primarily for leasehold improvements,
investments in information systems and investments in new equipment.

Estimated capital expenditures for the remainder of 2003 include capacity
expansions in newly acquired U.S. testing and development operations and U.K.
manufacturing operations. The Corporations plans also include additional
investments in information systems, as well as in normal equipment
replacements.

The Corporation expects to fund its growth and its planned capital
expenditures from existing cash and cash flows from operations, but may also
enter into arrangements for bank borrowings and leases or other financing from
third party sources, to the extent that funds are available on favorable terms
and conditions. While the Corporation remains confident that expansion of its
capacity will contribute to growth, there can be no assurance that such
expansion will be fully utilized or that funding for the plans will meet with
the Corporations expectations.

Although the Corporation has no final agreements or arrangements in place
with respect to any future acquisition, there may be acquisition or other
growth opportunities and the Corporation may, from time to time, seek to obtain
funds from public or private issuances of equity or debt securities on a
strategic basis. There can be no assurances that such financing will be
available on terms acceptable to the Corporation.

26



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Foreign Currency

The accounts of the Corporations international subsidiaries are measured
using local currency as the functional currency. Assets and liabilities of
these subsidiaries are translated into United States dollars at period-end
exchange rates, and revenue and expense accounts are translated at average
monthly exchange rates. Net exchange gains and losses resulting from these
translations are excluded from net income and are accumulated in a separate
component of stockholders equity. Transaction gains and losses that arise from some intercompany transactions denominated in a
currency other than the functional currency are included in the results of
operations as incurred. For the three months and nine months ended September
30, 2003, the Corporation recorded $1.7 million of foreign currency
transaction gains arising from a change in the value of the dollar since the
acquisition of Q-One Biotech. The Corporation recorded $13,000 and $0.7
million in net translation exchange gains for the three months and nine months
ended September 30, 2003, respectively, compared to $0.1 million and $0.7
million for the three months and nine months ended September 30, 2002,
respectively. In November 2003, the Corporation entered into a cross-currency
interest rate swap whereby the $8.0 million of the foreign term loan and its
variable interest rate portion was effectively converted into a fixed rate
United Kingdom Pound Sterling note with a fixed rate of 5.30% per annum. The
swap expires in September 2008.

Since the revenues and expenses of the Corporations international
operations generally are denominated in local currencies, exchange rate
fluctuations between such local currencies and the United States dollar will
subject the Corporation to currency translation risk with respect to the
reported results of its international operations as well as to other risks
sometimes associated with international operations. The Corporation derived
21% and 20% of its revenue for the three months ended September 30, 2003 and
2002, respectively, and 20% and 18% of its revenue for the nine months ended
September 30, 2003 and 2002, respectively from services performed in the United
Kingdom and Germany. The Corporation expects that the percentage of revenues
derived outside the United States will increase in the fourth quarter of 2003
and in 2004 as a result of its acquisition of Q-One Biotech. In addition, the
Corporation may be subject to currency risk when the Corporations service
contracts are denominated in a currency other than the currency in which the
Corporation incurs expenses related to such contracts.

The Corporation may experience fluctuations in financial results from the
Corporations operations outside the United States, and the Corporation may not
be able, contractually or otherwise, to reduce the currency risks associated
with its operations. At the present time, the Corporation uses a
cross-currency interest rate swap to manage or control foreign currency with
respect to $8.0 million of its $10.0 million foreign term loan. While the
Corporation may use additional financial instruments in the future, these
financial instruments may not be successful in managing or controlling foreign
currency risk.

27



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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Corporation is exposed to credit market risk from adverse changes in
interest rates and foreign currency exchange rates.

Interest Rate Risks

The Corporation is exposed to interest rate risk primarily through its
investments in cash equivalents. The Corporations investment policy stipulates
investment in short-term, low-risk instruments. At September 30, 2003, the
Corporation had $17.1 million in cash and cash equivalents. If interest rates
fall, floating rate securities may generate less interest income. The
Corporation does not believe that it is exposed to any material interest rate
risk as a result of its investments in cash equivalents.

At September 30, 2003, the Corporation had total debt of $69.2 million,
most of which bore interest at a variable interest rate. In November 2003, the
Corporation entered into interest rate swaps to convert the variable interest
rate into a fixed rate for $28.0 million of the domestic loan and, separately,
entered into a cross-currency interest rate swap to convert the variable
interest rate into a fixed rate for $8.0 million of the $10.0 million foreign
term loan.

Foreign Currency Exchange Risk

The Corporations international operations are subject to foreign exchange
rate fluctuations. The Corporation derived 21% and 20% of its revenue for the
three and nine months ended September 30, 2003, respectively, from services
performed in the United Kingdom and Germany. The Corporation has not hedged
its foreign currency exposure to date except for the cross-currency interest
rate swap discussed above. Management expects that the Corporations exposure
to foreign currency rate fluctuations will increase with the consideration of
Q-One Biotechs results. See Foreign Currency in Managements Discussion
and Analysis of Financial Condition and Results of Operations for a more
detailed discussion of our foreign currency risks and exposures.

28



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Item 4. Controls and Procedures

The Corporations Chief Executive Officer and Chief Financial Officer
evaluated the Corporations disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this report. Based on this evaluation, the Corporations
Chief Executive Officer and Chief Financial Officer have concluded that, as of
September 30, 2003, the Corporations disclosure controls and procedures were
(1) designed to ensure that material information relating to the Corporation,
including its consolidated subsidiaries, is made known to the Corporations
Chief Executive Officer and Chief Financial Officer by others within those
entities, particularly during the period in which this report was being
prepared and (2) effective, in that they provide reasonable assurance that the
information required to be disclosed by the Corporation in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

As of September 30, 2003, the Corporation had used approximately $32.2
million of the net proceeds from its initial public offering toward planning
and construction for manufacturing expansion, purchases of laboratory equipment
and information systems hardware and software, debt repayments and the
acquisition of Q-One Biotech. The Corporation has now used all of its
net proceeds from its initial public offerings.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

None.

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Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

| |  |  |      |  |  |                                                                                                                                                                               
| |  |  | ---- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | 10.1 |  |  | International Swap Dealers Association, Inc.
Master Agreement and Schedule, dated as of November 4, 2003,
by and among Bank of America, N.A. and BioReliance (Glasgow)
Limited
| |  |  |      |  |  |                                                                                                                                                                               
| |  |  | 31.1 |  |  | Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            
| |  |  |      |  |  |                                                                                                                                                                               
| |  |  | 31.2 |  |  | Certification of Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            
| |  |  |      |  |  |                                                                                                                                                                               
| |  |  | 32.1 |  |  | Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002                             
| |  |  |      |  |  |                                                                                                                                                                               
| |  |  | 32.2 |  |  | Certification of Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002                             

(b)  Reports on Form 8-K

| |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | On July 24, 2003, the
        Corporation furnished its earnings release for the quarter ended June 30,
        2003 under Item 12 of Form 8-K.                                                                                                                                                                                                                                                 
| |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |  | On August 26, 2003, the
        Corporation filed a Form 8-K to announce that it had entered into
        definitive agreements to acquire Q-One Biotech Group Limited and to announce
        that it had entered into a new senior secured credit facility, under Item 5
        of Form 8-K.                                                                                                 
| |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |  | On October 8, 2003, the
        Corporation filed a Form 8-K to announce the closing of its acquisition
        of Q-One Biotech Group Limited, under Item 2 of Form 8-K, to
        announce the closing of its new senior secured credit facility, under
        Item 5 of Form 8-K, and to file the share purchase agreements and
        credit facility documents under Item 7 of Form 8-K.
| |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |  | On October 23, 2003, the
        Corporation furnished its earnings release for the quarter ended September 30,
        2003, under Item 12 of Form 8-K.                                                                                                                                                                                                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: November 14, 2003



| | BioReliance Corporation
(Registrant)
| | ------------------------------------



| | By /s/ Capers W. McDonald
| | -------------------------



| | Capers W. McDonald
President and Chief Executive Officer
| | --------------------------------------------------------



| | By /s/ John L. Coker
| | --------------------



| | John L. Coker
Senior Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

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EXHIBIT INDEX

|            |  |                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                   
|            |  |                                                                                                                                                                               
|10.1        |  | International Swap Dealers Association, Inc. Master Agreement and
Schedule, dated as of November 4, 2003, by and among Bank of America, N.A.
and BioReliance (Glasgow) Limited
|            |  |                                                                                                                                                                               
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                            
|            |  |                                                                                                                                                                               
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                            
|            |  |                                                                                                                                                                               
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                             
|            |  |                                                                                                                                                                               
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                             

33