##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    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 1-9341
 iCAD, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    02-0377419(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 98 Spit Brook Road, Suite 100, Nashua, NH
    
    03062(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large Accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(do not check if a smaller reporting company)
 YES o NO þ.




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##### 



PAGEPART I FINANCIAL INFORMATIONItem 1 Financial Statements (unaudited)Balance Sheets as of June 30, 2010 and
December 31, 2009
    
    
    3Statements of Operations for the three and
six month periods ended June 30, 2010
and 2009
    
    
    4Statements of Cash Flows for the six month
periods ended June 30, 2010 and 2009
    
    
    5Notes to Consolidated Financial Statements
    
    
    610Item 2 Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    1117Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4 Controls and Procedures
    
    
    17PART II OTHER INFORMATIONItem 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 6 Exhibits
    
    
    19Signatures
    
    
    20Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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iCAD, Inc.
 
 Balance Sheets
  June 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    17,196,502
    
    
    $
    16,248,031Trade accounts receivable, net of allowance for doubtful
accounts of $50,000 in 2010 and $84,000 in 2009
    
    
    4,152,492
    
    
    
    4,692,614Inventory, net
    
    
    865,347
    
    
    
    1,094,115Prepaid expenses and other current assets
    
    
    440,257
    
    
    
    393,490Total current assets
    
    
    22,654,598
    
    
    
    22,428,250Property and equipment:Equipment
    
    
    2,821,671
    
    
    
    2,873,012Leasehold improvements
    
    
    74,107
    
    
    
    72,612Furniture and fixtures
    
    
    344,700
    
    
    
    344,700Marketing assets
    
    
    292,613
    
    
    
    292,6133,533,091
    
    
    
    3,582,937Less accumulated depreciation and amortization
    
    
    2,774,944
    
    
    
    2,661,083Net property and equipment
    
    
    758,147
    
    
    
    921,854Other assets:Deposits
    
    
    32,126
    
    
    
    63,194Patents, net of accumulated amortization
    
    
    118,605
    
    
    
    90,027Customer relationships, net of accumulated amortization
    
    
    184,065
    
    
    
    200,407Technology intangibles, net of accumulated amortization
    
    
    5,538,855
    
    
    
    6,093,294Tradename, net of accumulated amortization
    
    
    86,800
    
    
    
    99,200Goodwill
    
    
    43,515,285
    
    
    
    43,515,285Total other assets
    
    
    49,475,736
    
    
    
    50,061,407Total assets
    
    $
    72,888,481
    
    
    $
    73,411,511Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    734,706
    
    
    $
    1,365,558Accrued salaries and other expenses
    
    
    2,712,466
    
    
    
    2,199,286Deferred revenue
    
    
    3,568,463
    
    
    
    3,139,567Total current liabilities
    
    
    7,015,635
    
    
    
    6,704,411Long-term warranty expense
    
    
    19,173
    
    
    
    23,275Long-term deferred revenue
    
    
    521,472
    
    
    
    375,183Total liabilities
    
    
    7,556,280
    
    
    
    7,102,869Commitments and contingencies (Note 5)Stockholders equity:Preferred stock, $ .01 par value: authorized 1,000,000 shares;
none issued
    
    
    
    
    
    
    Common stock, $ .01 par value: authorized 85,000,000
shares; issued 45,896,929 in 2010 and 45,746,736 in 2009;
outstanding 45,829,053 in 2010 and 45,678,860 in 2009
    
    
    458,969
    
    
    
    457,467Additional paid-in capital
    
    
    151,005,516
    
    
    
    150,062,733Accumulated deficit
    
    
    (85,182,020
    )
    
    
    (83,261,294
    )Treasury stock at cost (67,876 shares)
    
    
    (950,264
    )
    
    
    (950,264
    )Total stockholders equity
    
    
    65,332,201
    
    
    
    66,308,642Total liabilities and stockholders equity
    
    $
    72,888,481
    
    
    $
    73,411,511
 See accompanying notes to consolidated financial statements.
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iCAD, INC.
 
 Statements of Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenueProducts
    
    $
    4,716,434
    
    
    $
    4,822,094
    
    
    $
    9,928,086
    
    
    $
    11,161,715Service and supplies
    
    
    1,380,878
    
    
    
    907,793
    
    
    
    2,689,722
    
    
    
    1,733,170Total revenue
    
    
    6,097,312
    
    
    
    5,729,887
    
    
    
    12,617,808
    
    
    
    12,894,885Cost of revenueProducts
    
    
    557,155
    
    
    
    893,086
    
    
    
    1,224,635
    
    
    
    1,950,987Service and supplies
    
    
    165,919
    
    
    
    160,131
    
    
    
    346,024
    
    
    
    359,034Total cost of revenue
    
    
    723,074
    
    
    
    1,053,217
    
    
    
    1,570,659
    
    
    
    2,310,021Gross margin
    
    
    5,374,238
    
    
    
    4,676,670
    
    
    
    11,047,149
    
    
    
    10,584,864Operating expenses:Engineering and product development
    
    
    1,525,346
    
    
    
    1,738,278
    
    
    
    3,081,472
    
    
    
    3,899,493Marketing and sales
    
    
    3,041,584
    
    
    
    2,652,312
    
    
    
    5,874,747
    
    
    
    5,597,433General and administrative
    
    
    1,839,908
    
    
    
    1,716,083
    
    
    
    4,326,153
    
    
    
    3,551,394Total operating expenses
    
    
    6,406,838
    
    
    
    6,106,673
    
    
    
    13,282,372
    
    
    
    13,048,320Loss from operations
    
    
    (1,032,600
    )
    
    
    (1,430,003
    )
    
    
    (2,235,223
    )
    
    
    (2,463,456
    )Other income
    
    
    275,000
    
    
    
    
    
    
    
    275,000
    
    
    
    Interest income  net
    
    
    21,481
    
    
    
    30,750
    
    
    
    39,497
    
    
    
    65,676Net loss
    
    $
    (736,119
    )
    
    $
    (1,399,253
    )
    
    $
    (1,920,726
    )
    
    $
    (2,397,780
    )Net loss per share:Basic and Diluted
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.04
    )
    
    $
    (0.05
    )Weighted average number of shares used
in computing loss per share:Basic and Diluted
    
    
    45,736,520
    
    
    
    45,412,573
    
    
    
    45,711,541
    
    
    
    45,382,928
 See accompanying notes to consolidated financial statements.
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iCAD, INC.
 
 Statements of Cash Flows
  Six Months Ended
    
    
    Six Months EndedJune 30, 2010
    
    
    June 30, 2009Cash flows from operating activities:Net loss
    
    $
    (1,920,726
    )
    
    $
    (2,397,780
    )Adjustments to reconcile net loss
to net cash provided by operating activities:Depreciation
    
    
    248,618
    
    
    
    432,349Amortization
    
    
    583,181
    
    
    
    584,386Gain on sale of patent
    
    
    (275,000
    )
    
    
    Stock-based compensation
    
    
    980,865
    
    
    
    1,002,722Changes in operating assets and liabilities:Accounts receivable
    
    
    540,122
    
    
    
    2,188,980Inventory
    
    
    228,768
    
    
    
    (30,712
    )Prepaid expenses, other current assets and deposits
    
    
    (15,699
    )
    
    
    17,207Accounts payable
    
    
    (630,852
    )
    
    
    (730,272
    )Accrued salaries, warranty and other expenses
    
    
    509,078
    
    
    
    (1,142,698
    )Deferred revenue
    
    
    575,185
    
    
    
    293,785Total adjustments
    
    
    2,744,266
    
    
    
    2,615,747Net cash provided by operating activities
    
    
    823,540
    
    
    
    217,967Cash flows from investing activities:Additions to patents, technology and other
    
    
    (28,578
    )
    
    
    (99,467
    )Additions to property and equipment
    
    
    (84,911
    )
    
    
    (62,118
    )Proceeds from sale of patent
    
    
    275,000
    
    
    
    Net cash provided by (used for) investing activities
    
    
    161,511
    
    
    
    (161,585
    )Cash flows from financing activities:Issuance of common stock for cash
    
    
    
    
    
    
    3,201Taxes paid related to restricted stock issuance
    
    
    (36,580
    )
    
    
    Net cash provided by (used for) financing activities
    
    
    (36,580
    )
    
    
    3,201Increase in cash and equivalents
    
    
    948,471
    
    
    
    59,583Cash and equivalents, beginning of period
    
    
    16,248,031
    
    
    
    13,115,715Cash and equivalents, end of period
    
    $
    17,196,502
    
    
    $
    13,175,298
 See accompanying notes to consolidated financial statements.
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iCAD, INC.
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 June 30, 2010
 (1)
    
    Basis of Presentation and Significant Accounting Policies
 Reference should be made to iCAD, Inc.s (iCAD, Company, we, our or us) Annual
Report on Form 10-K for the year ended December 31, 2009 for a comprehensive summary of
significant accounting policies.
 The accompanying consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of America
(generally accepted accounting principles). In the opinion of management, these unaudited
interim consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the financial position at June
30, 2010, the results of operations for the three and six month periods ended June 30, 2010
and 2009, and cash flows for the six month periods ended June 30, 2010 and 2009. Although
the Company believes that the disclosures in these financial statements are adequate to make
the information presented not misleading, certain information normally included in the
footnotes prepared in accordance with generally accepted accounting principles has been
omitted as permitted by the rules and regulations of the Securities and Exchange Commission
(SEC). The accompanying financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC on March 23, 2010.
The results for the three and six month periods ended June 30, 2010 are not necessarily
indicative of the results that may be expected for the fiscal year ending December 31, 2010,
or any future period. Interim period amounts are not necessarily indicative of the results
of operations for the full fiscal year.
 In February 2010, the Financial Accounting Standards Board (FASB) issued ASU 2010-09,
Subsequent Events (Topic 855)  Amendments to Certain Recognition and Disclosure
Requirements(ASU 2010-09).ASU 2010-09 requires an entity that is an SEC filer to
evaluate subsequent events through the date that the financial statements are issued and
removes the requirement that an SEC filer disclose the date through which subsequent events
have been evaluated. ASC 2010-09 was effective upon issuance. The adoption of this
standard had no effect on our results of operation or our financial position.
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iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 2010
 (2)
    
    Net Loss per Common Share
 The Companys basic net loss per common share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding for the period. Since the Company has a net loss for all periods presented, the
effect of all potentially dilutive securities, such as common stock
equivalents, is anti-dilutive. Common stock equivalent
shares consist of common shares issuable upon the exercise of stock options and warrants and
vesting of restricted stock. Accordingly, basic and
diluted net loss per share is the same for all periods presented. As of June 30, 2010 and
2009, there were 6,184,351 and 6,853,626 shares of common stock, respectively, issuable upon
the exercise of stock options and warrants and vesting of restricted stock, which were
excluded from the calculation as their effect would have been antidilutive.
 (3)
    
    Stock-Based Compensation
 The Company follows FASB Accounting Standards Codification (ASC) Topic 718, Compensation
 Stock Compensation,(ASC 718), for all share-based compensation that was not vested as
of January 1, 2006. Under this application, the Company is required to record compensation
expense for all awards granted after the date of adoption and for the unvested portion of
previously granted awards that remain outstanding at the date of adoption.
 The Company issued 530,500 shares of restricted stock and 128,318 stock options in the six
months ended June 30, 2010. The restricted stock granted during the first six months of
2010 had a weighted average value of $1.41 per share. The options granted during the first
six months of 2010 had a weighted average exercise price of $1.58 per share. The weighted
average fair value of options granted during this six month period was $0.64 per share and
was estimated on the grant date using the Black-Scholes option-pricing model with the
following weighted average assumptions: expected volatility of 68.34%, expected term of 3.5
years, risk-free interest rate of 2.41%, and expected dividend yield of 0%. The average
expected life was calculated using the Companys historical average life. The risk-free rate
is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the
expected life of option grants. The Company recorded $980,865 for share-based compensation
for the six months ended June 30, 2010.
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iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 2010
 (3)
    
    Stock-Based Compensation(continued)
 For the same period in 2009, the Company issued 169,483 stock options. The Company did not
issue any shares of restricted stock during this six month period in 2009. The options
granted during the first six months of 2009 had a weighted average exercise price of $1.13
per share. The weighted average fair value of options granted during the six month period
ended June 30, 2009 was $0.42 per share and was estimated on the grant date using the
Black-Scholes option-pricing model with the following weighted average assumptions: expected
volatility of 62.8%, expected term of 3.5 years, risk-free interest rate of 1.69%, and
expected dividend yield of 0%. The Company recorded $1,002,722 for share-based compensation
for the six months ended June 30, 2009.
 As of June 30, 2010 there was approximately $1,413,000 of total unrecognized compensation
cost related to unvested options and restricted stock. That cost is expected to be
recognized over a weighted average period of three years.
 The Companys aggregate intrinsic value of options outstanding at June 30, 2010 was
$827,190. The aggregate intrinsic value of restricted stock outstanding at June 30, 2010
was $1,781,541.
 (4)
    
    Fair Value Measurements
 FASB ASC Topic 820, Fair Value Measurement and Disclosures, (ASC 820) defines fair
value, establishes a framework for measuring fair value under generally accepted accounting
principles and enhances disclosures about fair value measurements. Fair value is defined
under ASC 820 as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value under ASC 820 must maximize the use of
observable inputs and minimize the use of unobservable inputs. The standard describes a fair
value hierarchy based on three levels of inputs, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value which are the
following:
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
 
    
    Level 2  Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the
assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value.
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iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
 June 30, 2010
 (4)
    
    Fair Value Measurements(continued)
 A financial instruments level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement.
 In accordance with ASC 820, the Companys financial assets that are measured at fair value
on a recurring basis as of June 30, 2010 are cash equivalents. The cash equivalents are
measured using level one inputs.
 (5)
    
    Commitments and Contingencies
 In July 2007, a dissolved former Canadian subsidiary of the Company, CADx Medical Systems
Inc. (CADx Medical), received a tax re-assessment of approximately $6,800,000 from the
Canada Revenue Agency (CRA) resulting from CRAs audit of CADx Medicals Canadian federal
tax return for the year ended December 31, 2002. In February 2010, the CRA reviewed the
matter and reduced the tax re-assessment to approximately $703,000, excluding interest and
penalties. The CRA has the right to pursue the matter until July 2017. The Company believes
that it is not liable for the re-assessment against CADx Medical and no accrual was recorded
as of June 30, 2010.
 (6)
    
    Income Taxes
 At June 30, 2010, the Company had no material unrecognized tax benefits and no adjustments
to liabilities or operations were required under ASC 740, Income Taxes. The Company does
not expect that the unrecognized tax benefits will materially increase within the next
twelve months. The Company did not recognize any interest or penalties related to uncertain
tax positions at June 30, 2010. The Company files United States federal income tax returns
and income tax returns in various states and local jurisdictions. On July 8, 2010, the
Company was notified by the Internal Revenue Service of its intent to examine the tax
returns for the 2008 tax year. Management cannot reasonably determine the results of this
examination, if any, at this time. The Company is not under examination for any additional
open tax years by the Internal Revenue Service or any other state and federal jurisdictions.
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iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
 June 30, 2010
 (7)
    
    Goodwill
 In accordance with FASB ASC Topic 350-20, Intangibles  Goodwill and Other, (ASC
350-20), the Company tests goodwill for impairment on an annual basis and between annual
tests if events and circumstances indicate it is more likely than not that the fair value of
the Company is less than its carrying value. Events that would indicate impairment and
trigger an interim impairment assessment include, but are not limited to, current economic
and market conditions, changes in its results of operations and changes in its forecasts or
market expectation relating to future results.
 The Companys goodwill arose in connection with its acquisitions in June 2002 and in
December 2003. The Company operates in one segment and as one reporting unit since its
products perform the same basic function, have common sales channels and/or resellers, and
are developed and supported by one central staff. Therefore, the Company uses market
capitalization as the best evidence of fair value (market capitalization is calculated using
the quoted closing share price of the Companys common stock at its annual impairment date
of October 1, multiplied by the number of common shares outstanding) of the Company. The
Company tests goodwill for impairment by comparing its market capitalization (fair value) to
its carrying value. The fair value of the Company is compared to the carrying amount at the
same date as the basis to determine if an impairment exists. The Company performed the step
one fair value comparison as of October 1, 2009 and the Companys market capitalization
exceeded its carrying value. At June 30, 2010, the Companys market capitalization exceeded
its carrying value.
 (8)
    
    Recent Accounting Pronouncements
 Effective January 1, 2009, the Company adopted guidance now codified as FASB ASC Topic 805,
Business Combinations(ASC 805). This topic requires an acquirer to recognize and
measure the identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree at their fair values as of the acquisition date. The topic requires
acquisition costs and any restructuring costs associated with the business combination to be
recognized separately from the fair value of the business combination.
 ASC 805 establishes requirements for recognizing and measuring goodwill acquired in the
business combination or a gain from a bargain purchase as well as disclosure requirements
designed to enable users to better interpret the results of the business combination. Early
adoption of this topic was not permitted. The adoption of ASC 805 will impact the Companys
financial position, results of operations and cash flows to the extent it conducts
acquisition-related activities and/or consummates business combinations. In the first six
months of 2010, the Company recorded expenses of approximately $751,000 primarily related to
a potential acquisition that was not consummated.
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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Results of Operations
 Overview
    11




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Ô
   12




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Critical Accounting Policies
   Quarter Ended June 30, 2010 compared to Quarter Ended June 30, 2009 and Six Months Ended June
30, 2010 compared to Six Months Ended June 30, 2009
 Revenue.
   13




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Three months ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    % ChangeDigital & MRI CAD revenue
    
    $
    3,991,346
    
    
    $
    3,099,425
    
    
    $
    891,921
    
    
    
    28.8
    %Film based revenue
    
    
    725,088
    
    
    
    1,722,669
    
    
    
    (997,581
    )
    
    
    -57.9
    %Service & supply revenue
    
    
    1,380,878
    
    
    
    907,793
    
    
    
    473,085
    
    
    
    52.1
    %Total revenue
    
    $
    6,097,312
    
    
    $
    5,729,887
    
    
    $
    367,425
    
    
    
    6.4
    %
 Six months ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    % ChangeDigital & MRI CAD revenue
    
    $
    8,156,628
    
    
    $
    7,876,546
    
    
    $
    280,082
    
    
    
    3.6
    %Film based revenue
    
    
    1,771,458
    
    
    
    3,285,169
    
    
    
    (1,513,711
    )
    
    
    -46.1
    %Service & supply revenue
    
    
    2,689,722
    
    
    
    1,733,170
    
    
    
    956,552
    
    
    
    55.2
    %Total revenue
    
    $
    12,617,808
    
    
    $
    12,894,885
    
    
    $
    (277,077
    )
    
    
    -2.1
    %
 Gross Margin.
  14




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Engineering and Product Development.
 Marketing and Sales.
 General and Administrative.
 Other Income:
 Interest Income/Expense
 Net Loss.
  15




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Backlog.
 Liquidity and Capital Resources
       16




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Contractual Obligations
  Payments due by periodLess than 1Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5+ yearsLease Obligations*
    
    $
    555,169
    
    
    $
    262,849
    
    
    $
    292,320
    
    
    $
    
    
    
    $
    Total Contractual Obligations
    
    $
    555,169
    
    
    $
    262,849
    
    
    $
    292,320
    
    
    $
    
    
    
    $
    
 *
    
    The Companys lease obligations is shown net of sublease amounts. Recent Accounting Pronouncements
 Business Combinations
 
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
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PART II OTHER INFORMATION
 
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  Total numberof shares
    
    
    Maximumpurchased as
    
    
    dollar value ofpart of publicly
    
    
    shares that mayTotal number
    
    
    Average
    
    
    announced
    
    
    yet be purchaedof shares
    
    
    price paid per
    
    
    plans or
    
    
    under the plansMonth of purchase
    
    purchased (1)
    
    
    share
    
    
    programs
    
    
    or programsApril 1 - April 30, 2010
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    May 1 - May 31, 2010
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    June 1 - June 30, 2010
    
    
    21,959
    
    
    $
    1.43
    
    
    $
    
    
    
    $
    Total
    
    
    21,959
    
    
    $
    1.43
    
    
    $
    
    
    
    $
    
 (1)
    
    Represents shares of common stock surrendered by employees to the Company to pay
employee withholding taxes due upon the vesting of restricted stock.  18




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##### Table of Contents



Item 6.
    
    Exhibits
 Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
  19




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##### Table of Contents



iCAD, Inc.(Registrant)Date:    August 6, 2010
    By:
    /s/ Kenneth M. FerryKenneth M. FerryPresident, Chief Executive Officer,
DirectorDate:    August 6, 2010
    By:
    /s/ Darlene M. Deptula-HicksDarlene M. Deptula-HicksExecutive Vice President of Finance
and 
Chief Financial Officer, Treasurer and Secretary  20