---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)



|[X]  |  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2001.                  
|---- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|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 0-23317

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GENE LOGIC INC.
(Exact name of registrant as specified in its charter)

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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 06- 1411336                         
|(State or other jurisdiction
of incorporation or organization) |  | (I.R.S. Employer
Identification No.)

708 Quince Orchard Road
Gaithersburg, Maryland 20878
(Address of principal executive offices)(301) 987-1700
(Registrants phone number, including area code)



---

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days: : YES [X]   NO  [   ]

The number of shares outstanding of the Registrants Common Stock, $.01 par
value, was 26,671,054 as of July 31, 2001.



---





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GENE LOGIC INC.

TABLE OF CONTENTS

|                                                                                                |  |  |    | 
|----------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I          FINANCIAL INFORMATION                                                          
|                                                                                                |  |  |    | 
|Item 1. Financial Statements                                                                   
|                                                                                                |  |  |    | 
|Consolidated Balance Sheets at June 30, 2001 and December 31, 2000                              |  |  | 3  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2001 and 2000 |  |  | 4  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2001 and 2000           |  |  | 5  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Notes to Consolidated Financial Statements                                                      |  |  | 6  | 
|                                                                                                |  |  |    | 
|Item 2. Managements Discussion and Analysis of Results
of Operations and Financial Condition   |  |  | 9  | 
|                                                                                                |  |  |    | 
|Item 3. Quantitative and Qualitative Disclosure About Market Risk                               |  |  | 13 | 
|                                                                                                |  |  |    | 
|PART II          OTHER INFORMATION                                                             
|                                                                                                |  |  |    | 
|Item 4. Submission of Matters to a Vote of Security Holders                                     |  |  | 13 | 
|                                                                                                |  |  |    | 
|Item 6. Exhibits and Reports on Form 8-K                                                        |  |  | 14 | 
|                                                                                                |  |  |    | 
|Signatures                                                                                      |  |  | 15 | 

2



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PART I          FINANCIAL INFORMATION

Item 1.   Financial Statements

GENE LOGIC INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |          |         |        | 
|--------------------------------------------------- | --------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | -------- | ----------- | ------ | ------------ | -------- | ------- | ------ | 
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          | June 30,    |        | December 31,
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          | 2001        |        | 2000        
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |             
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          | (Unaudited)
|                                                    |                                   |                                                                                                                                                                             |                                            | ASSETS                              
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Current Assets:                                    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Cash and cash equivalents         |                                                                                                                                                                             | $                                          | 202,462                              |          |             | $      | 229,482      |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Accounts receivable               |                                                                                                                                                                             |                                            | 3,220                                |          |             |        | 2,968        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Inventory                         |                                                                                                                                                                             |                                            | 1,046                                |          |             |        | 2,295        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Prepaid expenses                  |                                                                                                                                                                             |                                            | 3,105                                |          |             |        | 2,537        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other current assets              |                                                                                                                                                                             |                                            | 5,504                                |          |             |        | 6,382        |         
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             | Total Current Assets                       |                                      |          | 215,337     |        |              |          | 243,664 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Property and Equipment, net                         |                                   |                                                                                                                                                                             | 18,817                                     |                                      |          |             | 15,994 |             
|                                                   
|                                                   
|                                                   
|                                                   
|Long-Term Investments                               |                                   |                                                                                                                                                                             | 6,234                                      |                                      |          |             | 9,081  |             
|                                                   
|                                                   
|                                                   
|                                                   
|Note Receivable from Employee                       |                                   |                                                                                                                                                                             | 38                                         |                                      |          |             | 75     |             
|                                                   
|                                                   
|                                                   
|                                                   
|Goodwill, net                                       |                                   |                                                                                                                                                                             | 3,433                                      |                                      |          |             | 4,201  |             
|                                                   
|                                                   
|                                                   
|                                                   
|Intangible and Other Assets, net                    |                                   |                                                                                                                                                                             | 17,463                                     |                                      |          |             | 16,518 |             
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             | Total Assets                               |                                      | $        | 261,322     |        |              | $        | 289,533 |       
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   |                                                                                                                                                                             |                                            | LIABILITIES AND STOCKHOLDERS EQUITY
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Current Liabilities:                               
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Accounts payable                  |                                                                                                                                                                             | $                                          | 8,549                                |          |             | $      | 5,908        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Litigation settlement payable     |                                                                                                                                                                             |                                            |                                     |          |             |        | 9,000        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Accrued expenses                  |                                                                                                                                                                             |                                            | 5,230                                |          |             |        | 9,028        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Current portion of long-term debt |                                                                                                                                                                             |                                            | 1,632                                |          |             |        | 1,335        |         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Deferred revenue                  |                                                                                                                                                                             |                                            | 6,121                                |          |             |        | 7,093        |         
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             |                                            | Total Current Liabilities            |          |             | 21,532 |              |          |         | 32,364 | 
|                                                   
|                                                   
|                                                   
|                                                   
|Deferred Revenue                                    |                                   |                                                                                                                                                                             | 496                                        |                                      |          |             | 1,141  |             
|                                                   
|                                                   
|                                                   
|                                                   
|Long-Term Debt                                      |                                   |                                                                                                                                                                             | 573                                        |                                      |          |             | 1,631  |             
|                                                   
|                                                   
|                                                   
|                                                   
|Other Noncurrent Liabilities                        |                                   |                                                                                                                                                                             | 969                                        |                                      |          |             | 682    |             
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             |                                            | Total Liabilities                    |          |             | 23,570 |              |          |         | 35,818 | 
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|Commitments and Contingencies
Stockholders Equity:
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   | Preferred Stock, $.01 par value; 10,000,000
shares authorized; no shares issued and
outstanding as of June 30, 2001 and December
31, 2000                                   |                                            |                                      |         |             |        |              |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   | Common Stock, $.01 par value; 60,000,000
shares authorized; 26,612,099 and 26,111,561
shares issued and outstanding as of June 30,
2001 and December 31, 2000, respectively |                                            |                                      | 266      |             |        |              | 261      |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   | Additional paid-in capital                                                                                                                                                  |                                            |                                      | 359,787  |             |        |              | 356,347  |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   | Deferred compensation on stock options, net                                                                                                                                 |                                            |                                      | (180     | )           |        |              | (738     | )      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                   | Accumulated deficit                                                                                                                                                         |                                            |                                      | (122,121 | )           |        |              | (102,155 | )      
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             | Total Stockholders Equity                 |                                      |          | 237,752     |        |              |          | 253,715 |       
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         
|                                                    |                                   |                                                                                                                                                                             | Total Liabilities and Stockholders Equity |                                      | $        | 261,322     |        |              | $        | 289,533 |       
|                                                    |                                   |                                                                                                                                                                             |                                            |                                      |          |             |        |              |         

See accompanying notes.

3



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GENE LOGIC INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|-------------------------------------------------------------------- | ------------------------------------------------------------------- | -------- | ------------------------------------------------------------------- | ------ | ------ | ------------------ | ------ | ---------------- | ------ | ------ | ------ | ------ | ------- | ------- | ------ | ------ | ------- | ------- | - | 
|                                                                     |                                                                     |          |                                                                     |        |        | Three Months Ended |        | Six Months Ended
|                                                                     |                                                                     |          |                                                                     |        |        | June 30,           |        | June 30,        
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                 
|                                                                     |                                                                     |          |                                                                     |        |        | 2001               |        | 2000             |        | 2001   |        | 2000  
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |       
|Revenues                                                             |                                                                     | $        | 9,603                                                               |        |        | $                  | 6,789  |                  |        | $      | 17,815 |        |         | $       | 12,117 |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Expenses:                                                           
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Research and development                                            |          |                                                                     | 15,109 |        |                    |        | 10,615           |        |        |        | 30,799 |         |         |        | 19,094 |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Selling, general and administrative                                 |          |                                                                     | 5,412  |        |                    |        | 4,551            |        |        |        | 10,204 |         |         |        | 7,930  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Amortization of goodwill                                            |          |                                                                     | 381    |        |                    |        | 381              |        |        |        | 762    |         |         |        | 762    |        
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|                                                                     |                                                                     |          | Total operating expenses                                            |        |        | 20,902             |        |                  |        | 15,547 |        |        |         | 41,765  |        |        |         | 27,786  |  
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|                                                                     |                                                                     |          | Loss from operations                                                |        |        | (11,299            | )      |                  |        | (8,758 | )      |        |         | (23,950 | )      |        |         | (15,699 | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Interest Income, net                                                 |                                                                     |          | 2,278                                                               |        |        |                    | 3,772  |                  |        |        | 5,564  |        |         |         | 6,129  |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Other Income                                                         |                                                                     |          | 83                                                                  |        |        |                    | 234    |                  |        |        | 83     |        |         |         | 234    |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Income Tax Expense                                                   |                                                                     |          | 164                                                                 |        |        |                    | 60     |                  |        |        | 213    |        |         |         | 160    |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Equity in Net Loss of Unconsolidated Investee                        |                                                                     |          | 261                                                                 |        |        |                    |       |                  |        |        | 1,450  |        |         |         |       |       
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|                                                                     |                                                                     |          | Net loss before cumulative effect of change in accounting
principle |        |        | (9,363             | )      |                  |        | (4,812 | )      |        |         | (19,966 | )      |        |         | (9,466  | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Cumulative Effect of Change in Accounting Principle                  |                                                                     |          |                                                                    |        |        |                    |       |                  |        |        |       |        |         |         | 1,322  |       
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|                                                                     |                                                                     | Net loss |                                                                     | $      | (9,363 | )                  |        | $                | (4,812 | )      |        | $      | (19,966 | )       |        | $      | (10,788 | )      
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |       
|Basic and Diluted Net Loss Per Common Share:                        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Net loss before cumulative effect of change in accounting
principle |          | $                                                                   | (0.35  | )      |                    | $      | (0.19            | )      |        | $      | (0.76  | )       |         | $      | (0.39  | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Cumulative effect of change in accounting principle                 |          |                                                                     |       |        |                    |        |                 |        |        |        |       |         |         |        | (0.05  | )      
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 
|                                                                     |                                                                     |          | Net loss                                                            |        | $      | (0.35              | )      |                  | $      | (0.19  | )      |        | $       | (0.76   | )      |        | $       | (0.44   | )
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |       
|Shares Used in Computing Basic and Diluted Net Loss Per
Common Share |                                                                     |          | 26,495                                                              |        |        |                    | 25,511 |                  |        |        | 26,372 |        |         |         | 24,505 |       
|                                                                     |                                                                     |          |                                                                     |        |        |                    |        |                  |        |        |        |        |         |         |        |        |         |         |   | 

See accompanying notes.

4



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GENE LOGIC INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                               |                                                                             |                                          |         |                  |         |      |         |         |         |  
|------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | ---------------------------------------- | ------- | ---------------- | ------- | ---- | ------- | ------- | ------- | -
|                                                                               |                                                                             |                                          |         | Six Months Ended
|                                                                               |                                                                             |                                          |         | June 30,        
|                                                                               |                                                                             |                                          |         |                 
|                                                                               |                                                                             |                                          |         | 2001             |         | 2000
|                                                                               |                                                                             |                                          |         |                 
|Cash Flows From Operating Activities:                                         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net loss                                                                       |                                                                             | $                                        | (19,966 | )                |         | $    | (10,788 | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Adjustments to reconcile net loss to net cash flows from
operating activities:
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Depreciation and amortization                                               |                                          |         | 5,395            |         |      |         | 2,368   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Amortization of goodwill                                                    |                                          |         | 762              |         |      |         | 762     |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Amortization of deferred compensation                                       |                                          |         | 558              |         |      |         | 616     |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss from investment in unconsolidated investee                         |                                          |         | 1,450            |         |      |         |        |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Loss on disposal of property and equipment                                  |                                          |         | 18               |         |      |         | 44      |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Other non-cash expense                                                      |                                          |         |                 |         |      |         | 99      |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Changes in operating assets and liabilities:                                  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Accounts receivable                                                         |                                          |         | (108             | )       |      |         | 434     |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Inventory                                                                   |                                          |         | 1,249            |         |      |         | (18     | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Prepaid expenses                                                            |                                          |         | (530             | )       |      |         | (796    | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Other current assets                                                        |                                          |         | 2,349            |         |      |         | (2,080  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Other assets                                                                |                                          |         | (169             | )       |      |         |        |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Accounts payable                                                            |                                          |         | 2,641            |         |      |         | 1,659   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Litigation settlement payable                                               |                                          |         | (9,000           | )       |      |         |        |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Accrued expenses                                                            |                                          |         | (3,504           | )       |      |         | 1,096   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Deferred revenue                                                            |                                          |         | (1,185           | )       |      |         | 939     |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Other noncurrent liabilities                                                |                                          |         | 287              |         |      |         | 26      |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|                                                                               |                                                                             | Net Cash Flows From Operating Activities |         |                  | (19,753 | )    |         |         | (5,639  | )
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Cash Flows From Investing Activities:                                         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Purchases of property and equipment                                         |                                          |         | (5,660           | )       |      |         | (4,849  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Purchases of licenses and patent costs                                      |                                          |         | (624             | )       |      |         | (307    | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Software and database development costs                                     |                                          |         | (2,955           | )       |      |         | (1,925  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Purchase of equity investment                                               |                                          |         | (753             | )       |      |         | (8,004  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Repayments of notes receivables from employees                              |                                          |         | 41               |         |      |         | 660     |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Proceeds from sale and maturity of marketable
securities available-for-sale |                                          |         |                 |         |      |         | 7,155   |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|                                                                               |                                                                             | Net Cash Flows From Investing Activities |         |                  | (9,951  | )    |         |         | (7,270  | )
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Cash Flows From Financing Activities:                                         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Proceeds from issuance of common stock in public
offering                   |                                          |         |                 |         |      |         | 262,080 |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance costs of public offering                                           |                                          |         |                 |         |      |         | (14,624 | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Proceeds from issuance of other common stock                                |                                          |         | 2,911            |         |      |         | 3,562   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Proceeds from exercise of warrant                                           |                                          |         | 534              |         |      |         |        |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Repayments of capital lease obligations and equipment
loans                 |                                          |         | (761             | )       |      |         | (630    | )      
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|                                                                               |                                                                             | Net Cash Flows From Financing Activities |         |                  | 2,684   |      |         |         | 250,388 |  
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Net (Decrease) Increase in Cash and Cash Equivalents                           |                                                                             |                                          | (27,020 | )                |         |      | 237,479 |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Cash and Cash Equivalents, beginning of period                                 |                                                                             |                                          | 229,482 |                  |         |      | 5,294   |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Cash and Cash Equivalents, end of period                                       |                                                                             | $                                        | 202,462 |                  |         | $    | 242,773 |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Supplemental Disclosure:                                                      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest paid                                                               |                                          | $       | 107              |         |      | $       | 174     |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|Non-Cash Transactions:                                                        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Promissory note received from sale of investment                            |                                          | $       | 2,654            |         |      | $       |        |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        
|                                                                               | Capital lease termination                                                   |                                          | $       |                 |         |      | $       | 288     |        
|                                                                               |                                                                             |                                          |         |                  |         |      |         |        

See accompanying notes.

5



---



GENE LOGIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements include the accounts of
Gene Logic Inc. and its subsidiaries (the Company). The accompanying
unaudited consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The
consolidated balance sheet as of June 30, 2001, consolidated statements of
operations for the three and six months ended June 30, 2001 and 2000 and the
consolidated statements of cash flows for the six months ended June 30, 2001
and 2000 are unaudited, but include all adjustments (consisting of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of the financial position, operating results and cash flows for
the periods presented. Although the Company believes that the disclosures in
these financial statements are adequate to make the information presented not
misleading, certain information and footnote information normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission.

Results for any interim period are not necessarily indicative of results
for any future interim period or for the entire year. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2000.

Inventory

Inventory is stated at the lower of cost or market. Cost is determined
using the first-in, first-out method. Inventory consists primarily of
Affymetrix, Inc. GeneChips® and tissue samples. All inventory at
June 30, 2001 is classified as raw materials.

Change in Accounting Method

Effective January 1, 2000, the Company changed its method of accounting
for revenue in accordance with Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements. Prior to 2000, the Company recognized as
revenue certain nonrefundable up-front payments for the value of data
purchased, transfer of technology or other contractual rights that were not
contingent upon future performance under the terms of the agreement upon
signing of the agreement or when collected. Under the new accounting method
adopted retroactive to January 1, 2000, the Company now defers these
nonrefundable up-front payments and recognizes them as revenue systematically
over the life of the related collaboration agreements. The cumulative effect of
the change on prior years resulted in a charge of $1.3 million, which is
included in the net loss for the six months ended June 30, 2000.

New Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new standards, goodwill will no
longer be amortized, but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their expected useful lives.

6



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The Company will apply the new standards on accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. Application of
the nonamortization provisions of the Statement is expected to result in a
decrease in net loss of $1.5 million per year. During 2002, the Company will
perform the first of the required impairment tests of goodwill as of January 1,
2002 and has not yet determined what the effect of these tests will be on the
financial position or results of operations of the Company.

Reclassifications

Certain reclassifications have been made to the prior years financial
statements to conform with the current year presentation.

Note 2. Long-Term Investments

During 2000, the Company purchased a 26.7% voting stock interest in
Neuralstem, Inc., formerly NeuralStem BioPharmaceuticals, Ltd.
(Neuralstem), a privately held unconsolidated investee. The
investment was accounted for under the equity method of accounting.
Through April 30, 2001, the Company recorded its equity share of
losses of Neuralstem and intercompany transactions were eliminated in
the accompanying financial statements. The Companys equity share of
losses of Neuralstem were $0.3 million and $1.5 million for the three
and six months ended June 30, 2001, respectively, and intercompany
sales and expenses with Neuralstem were $0.2 million and $0.5
million, respectively, during the three months ended June 30, 2001,
and $0.7 million and $0.8 million, respectively, during the six
months ended June 30, 2001. Effective April 30, 2001, following a
repurchase of shares by Neuralstem which reduced the Companys voting
stock interest to 14.8%, the Company began accounting for its
investment in Neuralstem under the cost method of accounting.
Neuralstem repurchased the shares for approximately $2.7 million,
payable pursuant to a promissory note.

Note 3. Subsequent Events

During July 2001, the Company completed a spin-off of its patented
Flow-thru Chip technology into a new company, MetriGenix, Inc.
(MetriGenix). The Companys contribution to the new venture consisted mainly
of relevant intellectual property and know-how associated with the Flow-thru
Chip technology. Concurrent with the spin-off, MetriGenix completed
a private financing which reduced the Companys voting ownership interest to
54%. In connection with the financing, the Company provided the new investors
certain veto rights and voting control such that MetriGenix will no longer be
consolidated and that the Company will account for MetriGenixs financial
results using the equity method. The Companys investment will have a basis for
accounting purposes equal to the book value of its contribution. The Companys
proportional share of losses associated with MetriGenix are expected to be
limited to the book value of its contribution (approximately $0.8 million).

Note 4. Segment Information

Statement of Financial Accounting Standards No. 131, Disclosure about
Segments of an Enterprise and Related Information establishes standards for
reporting information about operating segments in annual and interim financial
statements and related disclosures about its products, services, geographic
areas and major customers. The Companys operations are treated as one
operating segment.

7



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The following is a breakdown of revenue by major customers exceeding ten
percent (10%) of such revenues and by geographic areas:

|                            |               |  |                 |    |                 |  |   |    |   |  |       |    |        |  |    |    |   |  |  |    |   |  |  |    |   |  |  |    |  
|--------------------------- | ------------- |  | --------------- | -- | --------------- |  | - | -- | - |  | ----- | -- | ------ |  | -- | -- | - |  |  | -- | - |  |  | -- | - |  |  | -- | -
|                            |               |  | Major Customers |    | Geographic Area
|                            |               |  |                 |    |                
|                            |               |  | A               |    | B               |  | C |    | D |  | Japan |    | Europe |  | US
|                            |               |  |                 |    |                 |  |   |    |   |  |       |    |        |  |   
|For the three months ended:
|                           
|                           
|                           
|                           
|                            | June 30, 2001 |  |                 |   |                 |  |   | 11 | % |  |       |   |        |  |    | 10 | % |  |  |   |   |  |  | 10 | % |  |  | 11 | %
|                           
|                           
|                           
|                           
|                            | June 30, 2000 |  |                 | 37 | %               |  |   | 24 | % |  |       | 20 | %      |  |    |   |   |  |  | 37 | % |  |  | 20 | % |  |  | 24 | %
|                           
|                           
|                           
|                           
|For the six months ended:  
|                           
|                           
|                           
|                           
|                            | June 30, 2001 |  |                 |   |                 |  |   | 12 | % |  |       |   |        |  |    | 10 | % |  |  |   |   |  |  | 10 | % |  |  | 12 | %
|                           
|                           
|                           
|                           
|                            | June 30, 2000 |  |                 | 36 | %               |  |   | 24 | % |  |       | 18 | %      |  |    |   |   |  |  | 36 | % |  |  | 18 | % |  |  | 24 | %

8



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

This Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. We generally use words such as anticipate,
estimate, plan, project, continuing, ongoing, expect, management
believes, we believe, we intend and similar expressions to indicate when
we are making forward-looking statements. You should not place undue reliance
on these forward-looking statements. The forward-looking statements speak only
as of the date on which they are made, and we undertake no obligation to update
any forward-looking statement. Forward-looking statements include statements
about the performance and utility of our products, the timing and availability
of products under development, the ability of our customers to develop products
identified using our products, the adequacy of capital resources and other
expectations, plans, objectives, assumptions or future events. These statements
involve estimates, assumptions and uncertainties that could cause actual
results to differ materially from those expressed in this Report on Form 10-Q.
These risks and uncertainties include, but are not limited to, the extent of
utilization of genomic information by the pharmaceutical and biotechnology
industries in both research and development, our ability to retain existing and
obtain additional database customers, risks relating to the development of
genomic database products and their use by existing and potential customers,
continued access to necessary human and animal tissue samples, the impact of
technological advances and competition, our ability to enforce our intellectual
property rights, and the impact of the intellectual property rights of others,
as well as other risks and uncertainties included in our Annual Report on Form
10-K for the year ended December 31, 2000 filed with the Securities and
Exchange Commission.

Unless the context requires otherwise, references in this Report on Form
10-Q to Gene Logic, the Company, we, us, and our refer to Gene Logic
Inc. and its subsidiaries.

GeneExpress® is a registered trademark of Gene Logic.
BioExpress, ToxExpress, PharmExpress,
CloneExpress, e-northern, gene signature, and
READS are trademarks of Gene Logic. GeneChip® is a
registered trademark of Affymetrix, Inc. Flow-thru Chip is a
trademark of MetriGenix, Inc. Trade names and trademarks of other companies
appearing in this Report on Form 10-Q are the property of their respective
holder.

Overview

We were incorporated in September 1994 and have devoted substantially all
of our resources to the development, marketing and sales of our genomics
technologies, bioinformatics systems and database products for use in
pharmaceutical, biotechnology, life sciences, diagnostic and agricultural
product research and development.

In March 1999, following two years during which we developed custom gene
expression databases designed for our customers internal research and
development programs, we began developing the GeneExpress Suite of databases,
our large-scale reference database of gene expression information. The
GeneExpress Suite of databases contains information from a broad range of
normal and diseased human tissues, tissues from experimental animals, human and
animal cell lines and tissues that have been treated with various drugs. We
completed development of the first commercial version of the GeneExpress Suite
in November 1999. We currently market the GeneExpress Suite through
nonexclusive subscriptions to customers in the pharmaceutical, biotechnology,
life sciences and diagnostic industries, and are developing versions of the
database suite to market to the academic and government life science research
community. We sold our first subscription to the GeneExpress Suite in December
1999.

Typically, GeneExpress subscription agreement terms are for three years
with annual subscription fees ranging from $1.5 million to $4.0 million,
depending upon the level and type of information our customers obtain.
Customers for our custom discovery gene expression databases can provide us
with various combinations of recurring technology and database access fees,
research fees, additional payments upon the attainment of research and product
development milestones, royalty payments based

9



---



on sales of any products resulting from their use of our products and
nonrefundable up-front payments. In addition, our business agreements can
provide the right for early termination without penalty to the customer.

Subscription fees to the GeneExpress Suite are recognized systematically
over the term of the subscription. Technology and database access fees are
recognized systematically over the term of each customer agreement. We
recognize revenues from research and development support when they are earned,
which is ordinarily when the work is performed or costs are incurred. Milestone
payments and royalties are recognized when they are earned in accordance with
the applicable performance requirements and contractual terms. Nonrefundable
up-front payments received are recognized as revenue systematically over the
term of the agreement. Under collaboration agreements in which we create
research databases in exchange for fixed fees, revenues from such
collaborations are recognized on the percentage-of-completion method.

Payments to access the GeneExpress Suite of databases are expected to be
our primary source of revenue for the foreseeable future. We have not received,
and do not expect to receive, significant royalty or other revenues from
development and commercialization of products by our customers using our
databases and other technology for several years, if at all. Revenues may be
subject to significant fluctuation in both timing and amount, and, therefore,
our results of operations for any period may not be comparable to the results
of operations for any other period.

We have incurred operating losses in each year since our inception. At
June 30, 2001, we had accumulated losses of approximately $122.1 million. Our
losses have resulted principally from costs incurred in the development of our
gene expression databases, a $35.2 million non-recurring charge incurred in
connection with our acquisition of Oncormed and selling, general and
administrative costs associated with our operations. These costs have exceeded
our revenues which, to date, have been generated principally from agreements
for our custom databases and subscriptions to the GeneExpress Suite of
databases. We expect to incur additional operating losses in the future.

Results of Operations

Three and Six Months Ended June 30, 2001 and 2000

Revenues increased $2.8 million or 41% to $9.6 million during the three
months ended June 30, 2001 from $6.8 million for the same period in 2000.
Revenues increased $5.7 million or 47% to $17.8 million during the six months
ended June 30, 2001 from $12.1 million for the same period in 2000. The
increase in revenues resulted primarily from additional customers for the
GeneExpress Suite of databases, which was introduced in December of 1999.
Amounts from Boehringer-Ingelheim and Procter & Gamble accounted for greater
than 10% of revenue for the three and six months ended June 30, 2001, and
amounts from each of Aventis CropScience, Japan Tobacco and Procter & Gamble
accounted for greater than 10% of revenue for the three and six months ended
June 30, 2000.

Research and development expenses increased to $15.1 million and $30.8
million for the three and six months ended June 30, 2001, respectively, from
$10.6 million and $19.1 million for the same periods in 2000. Of the increase
in research and development expenses for the three months ended June 30, 2001
and 2000, $1.1 million and $1.5 million was due to increased tissue
acquisitions and research and consulting agreements, respectively. Of the
increase in research and development expenses for the six months ended June 30,
2001 and 2000, $4.1 million and $3.0 million was due to increased tissue
acquisitions and Affymetrix GeneChips usage and research and consulting
agreements, respectively. During the three and six months ended June 30, 2001
and 2000, depreciation and amortization costs increased $1.2 million and $3.0
million, respectively. Of these increases, $0.4 million and $1.5 million was
due to amortization expense related to licenses of technology and database
development costs for the same periods, respectively. Increased spending for
research and development will continue and is necessary to expand and enhance
the content and bioinformatic capabilities of the GeneExpress Suite of

10



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databases.

Selling, general and administrative expenses increased to $5.4 million and
$10.2 million for the three and six months ended June 30, 2001, respectively,
from $4.6 million and $7.9 million for the same periods in 2000. These costs
include the costs of corporate operations, finance and accounting, human
resources and other general operations. Of the increase in selling, general
and administrative expenses for the three and six months ended June 30, 2001
and 2000, $0.6 million and $1.5 million was due to the establishment and
further development of our sales and marketing efforts including expenses
related to increased personnel. Selling, general and administrative expenses
are expected to increase as we expand our product offerings and sales and
marketing efforts.

Amortization of goodwill acquired as a result of the acquisition of
Oncormed in September 1998 was $0.4 million and $0.8 million during the three
and six months ended June 30, 2001 and 2000, respectively. We expect
amortization of goodwill to be reduced in the future as a result of the
adoption of a new standard on accounting for goodwill. See New
Pronouncements.

Net interest income decreased to $2.3 million and $5.6 million for the
three and six months ended June 30, 2001, respectively, from $3.8 million and
$6.1 million for the same periods in 2000, primarily due to decreases in
interest rates relating to the investment of the Companys cash and cash
equivalents.

During the three and six months ended June 30, 2001, we recognized
our share of losses in Neuralstem, Inc., a privately-held company in
which we initially had a voting stock interest of 26.7%, using the
equity method of accounting. Such non-cash losses amounted to $0.3
million and $1.5 million for the three and six months ended June 30,
2001, respectively. Effective April 30, 2001, we sold back to
Neuralstem a portion of our shares for approximately $2.7 million,
payable with a note. As a result of the repurchase, our voting stock
interest was reduced to 14.8%, we began accounting for our investment
using the cost method of accounting and our financial results do not
reflect a share of Neuralstems losses after April 30, 2001.

During the six months ended June 30, 2000, we recorded a cumulative effect
of an accounting change of $1.3 million related to the adoption of SAB 101.

Liquidity and Capital Resources

From inception through June 30, 2001, we have financed our operations
through the sale of equity securities, payments from customers and equipment
and tenant improvement financing. In February 2000, we completed a public
offering of 4,680,000 shares of our common stock, generating net proceeds of
approximately $247.5 million. As of June 30, 2001, we had approximately $202.5
million in cash and marketable securities, compared to $229.5 million as of
December 31, 2000.

Net cash used in operating activities was $19.8 million for the six months
ended June 30, 2001 compared to $5.6 million during the same period in 2000.
The net decrease in operating working capital for the six months ended June 30,
2001 as compared to the same period in 2000 was primarily due to the timing of
payments for the Companys obligations, including the payment to Incyte
Genomics, Inc. of $9.0 million in connection with the settlement of litigation.

During the six months ended June 30, 2001 and 2000, our investing
activities, other than sales and maturities of available-for-sale securities,
consisted primarily of capital expenditures and software and database
development costs. Capital expenditures for the six months ended June 30, 2001
amounted to $5.7 million and were primarily due to tenant improvements related
to our new production facility, which was completed in March 2001. Capital
expenditures for the six months ended June 30, 2000

11



---



amounted to $4.8 million and were largely due to purchases of laboratory
equipment needed to expand the content of the GeneExpress Suite of databases.
We expect laboratory and computer equipment purchases to increase as we
continue to expand the content of, and the products derived from, the
GeneExpress Suite of databases.

We have capitalized software costs of $3.0 million and $1.9 million for
the six months ended June 30, 2001 and 2000, respectively. These costs relate
to ongoing efforts to enhance the GeneExpress Software System, the software
platform of the GeneExpress Suite of databases. Software and database
development costs are being amortized over their expected useful lives of three
and two years, respectively. Software development and database development
costs are expected to continue as a result of ongoing efforts to further
enhance the GeneExpress Suite of databases and its related products.

Our financing activities, other than the repayment of capital lease
obligations and equipment loans, consisted of the issuance of common stock
primarily through our public offering in February 2000, the exercise of stock
options and the exercise of a warrant in February 2001. In August 2001, we
repaid an equipment loan in full totaling approximately $1.9 million due to the
cost of such capital and the prevailing interest rates in the market.

In January 1999, we entered into a three-year agreement with Affymetrix,
pursuant to which Affymetrix supplies its GeneChip probe arrays to us for the
development of gene expression databases. Under the terms of the agreement, we
pay Affymetrix subscription fees for access to the probe arrays, purchase the
probe arrays and related instrumentation and software, and will pay royalties
to Affymetrix on revenues generated from certain database subscription fees.
Our commitments under other research and license agreements do not represent
significant expenditures in relation to our total research and development
expense.

During January 2001, we paid Incyte Genomics, Inc. $9.0 million in
connection with the settlement of litigation. As part of the settlement
agreement, we acquired a world-wide, nonexclusive license for the terms of the
relevant patents. A portion of the payment to Incyte has been recorded as a
license and is being amortized over its expected useful life of five years.

We believe that existing cash and cash equivalents and anticipated
payments from customers will be sufficient to support our operations for the
foreseeable future. These estimates are forward-looking statements that involve
risks and uncertainties. Our actual future capital requirements and the
adequacy of our available funds will depend on many factors, including those
discussed under Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2000.

Change in Accounting Principle

Effective January 1, 2000, we changed our method of accounting for revenue
in accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements. Prior to 2000, we recognized as revenue certain
nonrefundable up-front payments for the value of data purchased, transfer of
technology or other contractual rights that were not contingent upon future
performance under the terms of the agreement upon signing of the agreement or
when collected. Under the new accounting method adopted retroactive to January
1, 2000, we now defer these nonrefundable up-front payments and recognize them
as revenue systematically over the life of the related collaboration
agreements. The cumulative effect of the change on prior years resulted in a
charge of $1.3 million, which is included in the net loss for the six months
ended June 30, 2000.

New Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new standards, goodwill

12



---



will no longer be amortized, but will be subject to annual impairment
tests in accordance with the Statements. Other intangible assets will continue
to be amortized over their expected useful lives.

We will apply the new standards on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in a decrease
in net loss of $1.5 million per year. During 2002, we will perform the first of
the required impairment tests of goodwill as of January 1, 2002 and we have not
yet determined what the effect of these tests will be on our financial position
or results of operations.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

We have limited exposure to financial market risks, including changes in
interest rates. At June 30, 2001, we had cash and cash equivalents of
approximately $202.5 million. Cash and cash equivalents consisted of money
market accounts and investment grade commercial paper. A 100 basis point
adverse movement in interest rates would result in an increase in net loss for
the three and six months ended June 30, 2001 by approximately $0.5 million and
$1.0 million, respectively. Actual changes in rates may differ from the
hypothetical assumptions used in computing this exposure.

PART II    OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on June 7, 2001. At
the Annual Meeting, the Companys stockholders elected two directors to the
Companys Board of Directors and approved the proposal as more fully described
below.

At the Annual Meeting,
23,271,122 shares out of a total of 26,408,261
shares of Common Stock outstanding at the record date were represented in
person or by proxy.

The proposals considered at the Annual Meeting were voted on as follows:



|1. |  | Election of Directors                                                                                                              
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Proposal to elect two directors to hold office until the 2004 Annual
Meeting of Stockholders or his earlier resignation or removal.

|                                |  |           |            |                |  |  |         | 
|------------------------------- |  | --------- | ---------- | -------------- |  |  | ------- | 
|Nominee                         |  | Votes For |            | Votes Withheld
|                               
|Jules Blake, Ph.D.              |  |           | 22,740,740 |                |  |  | 530,382 | 
|                               
|                               
|                               
|                               
|Michael J. Brennan, M.D., Ph.D. |  |           | 22,457,779 |                |  |  | 813,343 | 



| |  | The following individuals term of office as a director continue after the meeting: Charles L. Dimmler III, G. Anthony Gorry and Mark D. Gessler.                                                                                   
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Appointment of Independent Auditors                                                                                                                                                                                                 
|
| |  | Proposal to ratify the selection of Ernst & Young, LLP as independent auditors of the Company for its fiscal year ending December 31, 2001. Proposal was approved by a vote of 23,185,728 shares in favor and 70,079 shares against.

13



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Item 6. Exhibits and Reports on Form 8-K



| | A) |  | Exhibits:
| | -- |  | ---------



| | + |  | 10.70   Stock Repurchase Agreement, dated April 30,
2001, between Registrant and Neuralstem, Inc.
| | - |  | -------------------------------------------------------------------------------------------------
|
| | + |  | 10.71   Put Option Agreement, dated April 30, 2001,
between Registrant and Neuralstem, Inc.      
|
| |   |  | 10.72   Promissory Note, dated April 30, 2001, between
Registrant and Neuralstem, Inc.           



---

|+ |  | Confidential treatment has been requested with respect to
certain portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B) |  | Reports on Form 8-K:
| | -- |  | --------------------

|
|
|

14



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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.

|                         |  |  |  |  |                 |                                                                                                                     
|------------------------ |  |  |  |  | --------------- | --------------------------------------------------------------------------------------------------------------------
|                         |  |  |  |  | GENE LOGIC INC.
|                        
|Date:    August 14, 2001 |  |  |  |  | By:             | /s/ Philip L. Rohrer, Jr.
Philip L. Rohrer, Jr.
Chief Financial Officer
(Principal Financial and Accounting Officer)

15