UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)


 OF
 THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission File No. 001-11182
 BIOCLINICA, INC.
 (Exact name of Registrant as specified in its Charter)
 Delaware
    
    11-2872047(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 826 Newtown-Yardley Road, Newtown, Pennsylvania
    
    18940-1721(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number,
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.00025 par value per share
    
    NASDAQ Global Market
    o þ
  o þ
  þ o
  o o
  þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ
   Class
    
    Number of SharesCommon Stock, $.00025 par value
    
    14,524,102




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TABLE OF CONTENTS
 Item
    
    PagePART I 1. Business
    
    
    11A. Risk Factors
    
    
    91B. Unresolved Staff Comments
    
    
    182. Properties
    
    
    183. Legal Proceedings
    
    
    184. RESERVED
    
    
    18PART II 5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    196. Selected Financial Data
    
    
    227. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    237A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    388. Financial Statements and Supplementary Data
    
    
    399. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    719A(T). Controls and Procedures
    
    
    719B. Other Information
    
    
    72PART III 10. Directors, Executive Officers and Corporate Governance
    
    
    7311. Executive Compensation
    
    
    7312. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    7313. Certain Relationships and Related Transactions, and
Director Independence
    
    
    7314. Principal Accounting Fees and Services
    
    
    73PART IV 15. Exhibits, Financial Statement Schedules
    
    
    73
 i




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PART I
 Item 1. Business.
 Overview
  TM
   Our Business
   1




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http://www.sec.gov.
 2




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Target Markets
  Our Solutions and Services
  eClinical Services
  
    
    BioClinicaTM Express electronic data capture (EDC);
    
    BioClinicaTM Express clinical data management;
    
    BioClinicaTM Optimizer clinical supply forecasting and optimization; and
    
    BioClinicaTM interactive response technologies (IVR/IWR).
 Electronic Data Capture
   
    
    The Express AutoEncoder to automatically or manually code clinical drug names and
indications, adverse event terms, and patient medical histories;
    
    Direct integration with BioClinica IVR/IWR to enable randomization and drug supply
tracking through either a computer or the telephone with the same clinical study;
    
    The BioClinica Reportal, which enables clinical trial sponsors to securely publish and
share relevant clinical trial-related data for use by clinical investigators through a
standard Web-browser; and
 3




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
    
    Access to Clinical Data Acquisition Standards Harmonization (CDASH) and Clinical Data
Interchange Standards Consortium (CDISC)-based forms libraries to assist clients with the
rapid adoption and utilization of complex data formatting standards for regulatory
submission.
 Data Management
  Clinical Supply Forecasting and Optimization
  IVR/IWR Interactive Response Solutions
   Imaging Core Laboratory Services
  4




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5




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Services
  Application Hosting Services.
 Consulting Services.
 Customer Support.
 Intellectual Property
 Ô Ô
 Government Regulation
  6




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7




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Competition
  Marketing and Sales
   Significant Clients
  8




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Business Segments and Geographic Information
   Employees
   Item 1A. Risk Factors.
  Risks Related to Our Company and Business
 We may incur financial losses because contracts may be delayed or terminated or reduced in scope
for reasons beyond our control.
  
    
    unexpected or undesired clinical results;
    
    the clients decision to terminate the development of a particular product or to end a
particular study;
    
    insufficient patient enrollment in a study;
    
    insufficient investigator recruitment;
    
    failure to perform our obligations under the contract; or
    
    the failure of products to satisfy safety requirements.
  9




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The recent economic downturn may adversely impact our ability to raise capital.
  We depend on a small number of industries and clients for all of our business, and the loss of one
such significant client could cause revenues to drop quickly and unexpectedly.
  
    
    our clients businesses experience financial problems or are affected by a general
economic downturn;
    
    consolidation in the pharmaceutical, biotechnology or medical device industries leads to
a smaller client base for us; or
    
    clients reduce their research and development expenditures.
  Our contracted/committed backlog may not be indicative of future results.
  
    
    the variable size and duration of the projects (some are performed over several years);
    
    the loss or delay of projects;
    
    the change in the scope of work during the course of a project; and
    
    the cancellation of such contracts by our clients.
 10




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We made two acquisitions in the third quarter of 2009 and may engage in future acquisitions, which
may be expensive and time consuming, and from which we may not realize anticipated benefits.
  Loss of key personnel, or failure to attract and retain additional personnel, may cause the success
and growth of our business to suffer.
  Our revenues, earnings and operating costs are exposed to exchange rate fluctuations.
  We may be required to record additional significant charges to earnings if our goodwill becomes
impaired.
  11




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We may be unable to adequately protect, and we may incur significant costs in defending, our
intellectual property and other proprietary rights.
  Risks Related to Our Industry
 Our failure to compete effectively in our industry could cause our revenues to decline.
  
    
    consultative and clinical trials design capabilities;
    
    reputation for on-time quality performance;
    
    expertise and experience in specific therapeutic areas;
    
    the scope of service offerings;
    
    strength in various geographic markets;
    
    the price of services;
    
    ability to acquire, process, analyze and report data in a time-saving and accurate
manner;
    
    ability to manage large-scale clinical trials both domestically and internationally;
    
    our size; and
    
    the service and product offerings of our competitors.
  12




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Changes in outsourcing trends in the pharmaceutical and biotechnology industries could adversely
affect our operating results and growth rate.
   Consolidation among our customers could cause us to lose customers, decrease the market for our
products and result in a reduction of our revenues.
  The recent economic downturn coupled with the current regulatory environment could have a negative
impact on the pharmaceutical, biotechnology and medical device industries.
  13




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Failure to comply with existing regulations could result in increased costs to complete clinical
trials.
  Changes in governmental regulation could decrease the need for the services we provide, which would
negatively affect our future business opportunities.
     If governmental agencies do not accept the data and analyses generated by our services, the need
for our services would be eliminated or substantially reduced.
  14




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Our software products and hosted solutions are at varying stages of market acceptance and the
failure of any of our products to achieve or maintain wide acceptance would harm our operating
results.
  
    
    our customers and prospective customers desire for and acceptance of our electronic data
capture, clinical data management, drug safety and interactive response technology
solutions;
    
    our ability to meet product development and release schedules;
    
    our software products and hosted solutions ability to support large numbers of users and
manage vast amounts of data;
    
    our ability to significantly expand our internal resources and increase our capital and
operating expenses to support the anticipated growth and continued integration of our
software products, services and hosted solutions; and
    
    our customers ability to use our software products and hosted solutions, train their
employees and successfully deploy our technology in their clinical trial and safety
evaluation and monitoring activities.
  We may be exposed to liability claims as a result of our involvement in clinical trials.
  15




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Risks Related to Our Common Stock
 Your percentage ownership and voting power and the price of our common stock may decrease as a
result of events that increase the number of our outstanding shares.
  Common stock outstanding
    
    
    14,394Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,865Available shares in the stock incentive plan which
have not yet been granted
    
    
    753Restricted stock units outstanding
    
    
    173Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    17,185
  Shares of our common stock eligible for public sale may have a negative impact on its market price.
   There are a limited number of stockholders who have significant control over our common stock,
allowing them to have significant influence over the outcome of all matters submitted to our
stockholders for approval, which may conflict with our interests and the interests of our other
stockholders.
  16




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Because we do not intend to pay dividends, stockholders will benefit from an investment in our
common stock only if it appreciates in value.
  Trading in our common stock may be volatile, which may result in substantial declines in its market
price.
  
    
    operating results;
    
    analysts reports;
    
    market conditions in the industry;
    
    changes in governmental regulations; and
    
    changes in general conditions in the economy or the financial markets.
   Certain provisions of our charter and Delaware law could make a takeover difficult and may prevent
or frustrate attempts by our stockholders to replace or remove our management team.
  17




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Item 1B Unresolved Staff Comments.
  Item 2. Properties.
  Item 3. Legal Proceedings.
  Item 4. RESERVED
 18




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PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
   CommonQuarter
    
    StockEnded
    
    High
    
    
    LowMarch 31, 2008
    
    
    8.95
    
    
    
    6.57June 30, 2008
    
    
    8.15
    
    
    
    6.18September 30, 2008
    
    
    7.99
    
    
    
    6.48December 31, 2008
    
    
    7.53
    
    
    
    2.15March 31, 2009
    
    
    3.71
    
    
    
    2.63June 30, 2009
    
    
    4.24
    
    
    
    3.02September 30, 2009
    
    
    4.07
    
    
    
    3.20December 31, 2009
    
    
    4.75
    
    
    
    3.25
    19




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Number of
    
    
    WeightedSecurities to be
    
    
    Average Exercise
    
    
    Number of SecuritiesIssued Upon
    
    
    Price of
    
    
    Available for Future IssuanceExercise of
    
    
    Outstanding
    
    
    Under Equity CompensationPlan Category
    
    Outstanding Options
    
    
    Options
    
    
    PlansEquity compensation
plans that have
been approved by
security holders
    
    
    1,865,000
    
    
    $
    4.29
    
    
    
    1,303,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,865,000
    
    
    $
    4.29
    
    
    
    1,303,000
 20




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STOCK PRICE PERFORMANCE GRAPH
  
 Dec. 31, 2004
    
    
    Dec. 31, 2005
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2008
    
    
    Dec. 31, 2009BioClinica, Inc.
    
    
    100.00
    
    
    
    58.94
    
    
    
    147.08
    
    
    
    147.45
    
    
    
    66.79
    
    
    
    77.19NASDAQ U.S. Stock Index
    
    
    100.00
    
    
    
    102.13
    
    
    
    112.21
    
    
    
    121.69
    
    
    
    58.69
    
    
    
    84.30Nasdaq Health Services Index
    
    
    100.00
    
    
    
    137.44
    
    
    
    137.24
    
    
    
    179.38
    
    
    
    131.01
    
    
    
    173.20
 ©
  21




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Item 6.
    
    Selected Financial Data.
  For the years ended,  (in thousands, except per share data and number of employees)
 Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,2009
    
    2008
    
    2007
    
    2006
    
    2005CONTINUING OPERATIONSService revenue
    
    $
    57,393
    
    
    $
    56,181
    
    
    $
    37,543
    
    
    $
    31,853
    
    
    $
    23,734Total revenue
    
    
    72,723
    
    
    
    69,116
    
    
    
    47,254
    
    
    
    40,257
    
    
    
    30,126Income (loss) from continuing operations before interest and taxes
    
    
    4,688
    
    
    
    8,480
    
    
    
    4,848
    
    
    
    2,670
    
    
    
    (3,226
    )Income (loss) from continuing operations, net of taxes
    
    
    2,959
    
    
    
    5,791
    
    
    
    3,343
    
    
    
    1,968
    
    
    
    (1,881
    )Basic earnings (loss) per share:Income (loss) from continuing operations
    
    
    0.21
    
    
    
    0.42
    
    
    
    0.29
    
    
    
    0.18
    
    
    
    (0.17
    )Diluted earnings (loss) per share:Income (loss) from continuing operations
    
    
    0.20
    
    
    
    0.40
    
    
    
    0.26
    
    
    
    0.16
    
    
    
    (0.17
    )Weighted average shares used to calculate earnings (loss) per
share:Basic
    
    
    14,354
    
    
    
    13,752
    
    
    
    11,616
    
    
    
    11,219
    
    
    
    11,114Diluted
    
    
    15,100
    
    
    
    14,469
    
    
    
    12,745
    
    
    
    12,364
    
    
    
    11,114FINANCIAL POSITIONCash, cash equivalents
    
    $
    14,570
    
    
    $
    14,265
    
    
    $
    17,915
    
    
    $
    16,166
    
    
    $
    10,554Working capital
    
    
    7,302
    
    
    
    7,918
    
    
    
    9,721
    
    
    
    10,219
    
    
    
    8,055Total assets
    
    
    75,337
    
    
    
    69,208
    
    
    
    43,057
    
    
    
    34,108
    
    
    
    28,791Other liabilities
    
    
    2,162
    
    
    
    641
    
    
    
    597
    
    
    
    305
    
    
    
    757Stockholders equity
    
    
    48,535
    
    
    
    43,412
    
    
    
    23,529
    
    
    
    18,842
    
    
    
    17,197OTHER DATAPurchases of property and equipment
    
    $
    4,258
    
    
    $
    2,916
    
    
    $
    3,928
    
    
    $
    2,232
    
    
    $
    1,871Depreciation and amortization
    
    
    2,713
    
    
    
    2,266
    
    
    
    2,335
    
    
    
    2,035
    
    
    
    2,312Number of employees
    
    
    479
    
    
    
    474
    
    
    
    337
    
    
    
    283
    
    
    
    264
 22




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
   Market For Our Services
  Sales and Backlog
   23




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Acquisitions and Dispositions
     24




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Forward Looking Statements
  Critical Accounting Policies, Estimates and Risks
    Revenue
  25




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Goodwill and Other Intangible Assets, Net. st
   Capitalized Software Development.
 Income Taxes
 26




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Stock-based compensation costs Compensation  Stock Compensation
 Foreign Currency Risks
    27




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Results of Operations
 Year Ended December 31, 2009 Compared with Year Ended December 31, 2008.
 % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    $
    
    
    %(in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Change
    
    
    ChangeService revenues
    
    $
    57,393
    
    
    
    78.9
    %
    
    $
    56,181
    
    
    
    81.3
    %
    
    $
    1,212
    
    
    
    2.2
    %Reimbursement revenues
    
    
    15,330
    
    
    
    21.1
    %
    
    
    12,935
    
    
    
    18.7
    %
    
    
    2,395
    
    
    
    18.5
    %Total revenues
    
    
    72,723
    
    
    
    100.0
    %
    
    
    69,116
    
    
    
    100.0
    %
    
    
    3,607
    
    
    
    5.2
    %Cost and expenses:Cost of service revenues
    
    
    35,630
    
    
    
    49.0
    %
    
    
    32,446
    
    
    
    46.9
    %
    
    
    3,184
    
    
    
    9.8
    %Cost of reimbursement revenues
    
    
    15,330
    
    
    
    21.1
    %
    
    
    12,935
    
    
    
    18.7
    %
    
    
    2,395
    
    
    
    18.5
    %Sales and marketing expenses
    
    
    8,052
    
    
    
    11.1
    %
    
    
    7,860
    
    
    
    11.4
    %
    
    
    192
    
    
    
    2.4
    %General and administrative expenses
    
    
    7,414
    
    
    
    10.2
    %
    
    
    7,015
    
    
    
    10.1
    %
    
    
    399
    
    
    
    5.7
    %Amortization of intangible assets
related to acquisitions
    
    
    489
    
    
    
    0.7
    %
    
    
    380
    
    
    
    0.6
    %
    
    
    109
    
    
    
    28.7
    %Restructuring charges
    
    
    466
    
    
    
    0.6
    %
    
    
    
    
    
    
    0.0
    %
    
    
    466
    
    
    
    Merger and acquisition related costs
    
    
    654
    
    
    
    0.9
    %
    
    
    
    
    
    
    0.0
    %
    
    
    654
    
    
    
    Total cost and expenses
    
    
    68,035
    
    
    
    93.6
    %
    
    
    60,636
    
    
    
    87.7
    %
    
    
    7,399
    
    
    
    12.2
    %Income from continuing operations
before interest and taxes
    
    
    4,688
    
    
    
    6.4
    %
    
    
    8,480
    
    
    
    12.3
    %
    
    
    (3,792
    )
    
    
    (44.7
    %)Interest income
    
    
    41
    
    
    
    0.1
    %
    
    
    429
    
    
    
    0.6
    %
    
    
    (388
    )
    
    
    (90.4
    %)Interest expense
    
    
    (13
    )
    
    
    0.0
    %
    
    
    (7
    )
    
    
    0.0
    %
    
    
    (6
    )
    
    
    85.7
    %Income tax provision
    
    
    (1,757
    )
    
    
    (2.4
    %)
    
    
    (3,111
    )
    
    
    (4.5
    )%
    
    
    1,354
    
    
    
    (43.5
    %)Income
from continuing operations, net of taxes
    
    $
    2,959
    
    
    
    4.1
    %
    
    $
    5,791
    
    
    
    8.4
    %
    
    $
    (2,832
    )
    
    
    (48.9
    %)Loss from discontinued operations, net
of taxes
    
    
    
    
    
    
    0.0
    %
    
    
    (3,001
    )
    
    
    (4.3
    )%
    
    
    3,001
    
    
    
    (100
    %)Net income
    
    $
    2,959
    
    
    
    4.1
    %
    
    $
    2,790
    
    
    
    4.1
    %
    
    $
    169
    
    
    
    6.1
    %
    28




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29




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30




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Results of Operations
 Year Ended December 31, 2008 Compared with Year Ended December 31, 2007.
 % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    $
    
    
    %(in thousands)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    Change
    
    
    ChangeService revenues
    
    $
    56,181
    
    
    
    81.3
    %
    
    $
    37,543
    
    
    
    79.4
    %
    
    $
    18,638
    
    
    
    49.6
    %Reimbursement revenues
    
    
    12,935
    
    
    
    18.7
    %
    
    
    9,711
    
    
    
    20.6
    %
    
    
    3,224
    
    
    
    33.2
    %Total revenues
    
    
    69,116
    
    
    
    100.0
    %
    
    
    47,254
    
    
    
    100.0
    %
    
    
    21,862
    
    
    
    46.3
    %Cost and expenses:Cost of service revenues
    
    
    32,446
    
    
    
    46.9
    %
    
    
    21,900
    
    
    
    46.3
    %
    
    
    10,546
    
    
    
    48.2
    %Cost of reimbursement revenues
    
    
    12,935
    
    
    
    18.7
    %
    
    
    9,711
    
    
    
    20.6
    %
    
    
    3,224
    
    
    
    33.2
    %Sales and marketing expenses
    
    
    7,860
    
    
    
    11.4
    %
    
    
    5,005
    
    
    
    10.6
    %
    
    
    2,855
    
    
    
    57.0
    %General and administrative expenses
    
    
    7,015
    
    
    
    10.1
    %
    
    
    5,734
    
    
    
    12.1
    %
    
    
    1,281
    
    
    
    22.3
    %Amortization of intangible assets
related to acquisitions
    
    
    380
    
    
    
    0.6
    %
    
    
    56
    
    
    
    0.1
    %
    
    
    324
    
    
    
    578.6
    %Total cost and expenses
    
    
    60,636
    
    
    
    87.7
    %
    
    
    42,406
    
    
    
    89.7
    %
    
    
    18,230
    
    
    
    43.0
    %Income from continuing operations
before interest and taxes
    
    
    8,480
    
    
    
    12.3
    %
    
    
    4,848
    
    
    
    10.3
    %
    
    
    3,632
    
    
    
    74.9
    %Interest income
    
    
    429
    
    
    
    0.6
    %
    
    
    654
    
    
    
    1.4
    %
    
    
    (225
    )
    
    
    (34.4
    )%Interest expense
    
    
    (7
    )
    
    
    0.0
    %
    
    
    (11
    )
    
    
    0.0
    %
    
    
    4
    
    
    
    (36.4
    )%Income tax provision
    
    
    (3,111
    )
    
    
    (4.5
    )%
    
    
    (2,148
    )
    
    
    (4.6
    )%
    
    
    (963
    )
    
    
    44.8
    %Income from continuing operations, net
of taxes
    
    $
    5,791
    
    
    
    8.4
    %
    
    $
    3,343
    
    
    
    7.1
    %
    
    $
    2,448
    
    
    
    73.2
    %Loss from discontinued operations, net
of taxes
    
    
    (3,001
    )
    
    
    (4.3
    )%
    
    
    (1,011
    )
    
    
    (2.1
    )%
    
    
    (1,990
    )
    
    
    196.8
    %Net income
    
    $
    2,790
    
    
    
    4.1
    %
    
    $
    2,332
    
    
    
    5.0
    %
    
    $
    458
    
    
    
    19.6
    %
    31




---



##### 



32




---



##### 



Quarterly Results
  Quarter Ended
 Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,(in thousands except per share data)
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Service revenues
    
    
    14,851
    
    
    
    14,146
    
    
    
    13,921
    
    
    
    14,475
    
    
    
    14,956
    
    
    
    15,093
    
    
    
    15,109
    
    
    
    11,023Reimbursement revenues
    
    
    5,366
    
    
    
    4,227
    
    
    
    3,142
    
    
    
    2,595
    
    
    
    2,737
    
    
    
    3,048
    
    
    
    4,073
    
    
    
    3,077Total revenues
    
    
    20,217
    
    
    
    18,373
    
    
    
    17,063
    
    
    
    17,070
    
    
    
    17,693
    
    
    
    18,141
    
    
    
    19,182
    
    
    
    14,100Cost and expenses:Cost of service revenues
    
    
    9,024
    
    
    
    8,937
    
    
    
    8,608
    
    
    
    9,061
    
    
    
    8,995
    
    
    
    8,513
    
    
    
    8,595
    
    
    
    6,343Cost of reimbursement revenues
    
    
    5,366
    
    
    
    4,227
    
    
    
    3,142
    
    
    
    2,595
    
    
    
    2,737
    
    
    
    3,048
    
    
    
    4,073
    
    
    
    3,077Sales and marketing expenses
    
    
    2,113
    
    
    
    1,617
    
    
    
    2,166
    
    
    
    2,156
    
    
    
    2,043
    
    
    
    2,120
    
    
    
    2,229
    
    
    
    1,468General and administrative expenses
    
    
    1,871
    
    
    
    1,759
    
    
    
    1,867
    
    
    
    1,917
    
    
    
    1,614
    
    
    
    1,962
    
    
    
    1,900
    
    
    
    1,539Amortization of intangible assets
related to acquisitions
    
    
    145
    
    
    
    112
    
    
    
    112
    
    
    
    119
    
    
    
    11
    
    
    
    212
    
    
    
    133
    
    
    
    24Restructuring charges
    
    
    
    
    
    
    
    
    
    
    466
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mergers and acquisitions expense
    
    
    94
    
    
    
    560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total cost and expenses
    
    
    18,613
    
    
    
    17,212
    
    
    
    16,361
    
    
    
    15,848
    
    
    
    15,400
    
    
    
    15,855
    
    
    
    16,930
    
    
    
    12,451Income from continuing operations
before interest and taxes
    
    
    1,604
    
    
    
    1,161
    
    
    
    702
    
    
    
    1,222
    
    
    
    2,293
    
    
    
    2,286
    
    
    
    2,252
    
    
    
    1,649Interest income
    
    
    4
    
    
    
    5
    
    
    
    10
    
    
    
    22
    
    
    
    77
    
    
    
    98
    
    
    
    101
    
    
    
    153Interest expense
    
    
    (7
    )
    
    
    (1
    )
    
    
    (3
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    (1
    )
    
    
    (3
    )
    
    
    Income tax provision
    
    
    (658
    )
    
    
    (463
    )
    
    
    (180
    )
    
    
    (456
    )
    
    
    (702
    )
    
    
    (856
    )
    
    
    (887
    )
    
    
    (666
    )Income from continuing operations,
net of taxes
    
    
    943
    
    
    
    702
    
    
    
    529
    
    
    
    786
    
    
    
    1,665
    
    
    
    1,527
    
    
    
    1,463
    
    
    
    1,136Loss from discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,836
    )
    
    
    (451
    )
    
    
    (402
    )
    
    
    (312
    )Net income
    
    
    943
    
    
    
    702
    
    
    
    529
    
    
    
    786
    
    
    
    (171
    )
    
    
    1,076
    
    
    
    1,061
    
    
    
    824Basic earnings per share:Income from continuing operations
    
    
    0.07
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05
    
    
    
    0.12
    
    
    
    0.11
    
    
    
    0.10
    
    
    
    0.09Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.13
    )
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.03
    )Net Income
    
    
    0.07
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05
    
    
    
    (0.01
    )
    
    
    0.08
    
    
    
    0.07
    
    
    
    0.06Diluted earnings per share:Income from continuing operations
    
    
    0.06
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05
    
    
    
    0.11
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.09Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.12
    )
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.03
    )Net Income
    
    
    0.06
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05
    
    
    
    (0.01
    )
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.06Weighted average shares used to
calculate earnings per share:Basic
    
    
    14,358
    
    
    
    14,367
    
    
    
    14,356
    
    
    
    14,341
    
    
    
    14,341
    
    
    
    14,279
    
    
    
    14,279
    
    
    
    12,021Diluted
    
    
    15,158
    
    
    
    15,146
    
    
    
    15,118
    
    
    
    15,085
    
    
    
    14,764
    
    
    
    15,168
    
    
    
    15,168
    
    
    
    12,964
 33




---



##### 



Liquidity and Capital Resources
  Statement of Cash Flow for the year ended December 31, 2009 compared to December 31, 2008
 (in thousands)
    
    2009
    
    
    2008Net cash provided by activities from continuing operations
    
    $
    7,552
    
    
    $
    9,768Net cash used in investing activities from continuing
operations
    
    $
    (7,713
    )
    
    $
    (10,605
    )Net cash (used in) provided by financing activities from
continuing operations
    
    $
    (43
    )
    
    $
    523
      Payments Due By Period(in thousands)
    
    
    
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    More thanContractual obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFacility rent operating
leases
    
    
    20,822
    
    
    
    1,874
    
    
    
    4,761
    
    
    
    4,864
    
    
    
    9,323Employment agreements
    
    
    1,289
    
    
    
    225
    
    
    
    1,064
    
    
    
    
    
    
    
    Earn-outs for
Tourtellotte
acquisition
    
    
    3,258
    
    
    
    1,258
    
    
    
    2,000
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    25,369
    
    
    $
    3,357
    
    
    $
    7,825
    
    
    $
    4,864
    
    
    $
    9,323
   34




---



##### 




    
    our ability to gain new client contracts;
    
    project cancellations;
    
    the variability of the timing of payments on existing client contracts;
    
    acquisition expenses; and
    
    other changes in our operating assets and liabilities.
   35




---



##### 



Recently Issued Accounting Statements
 Generally Accepted Accounting
Principles
  Interim Reporting
 Fair Value Measurements and
Disclosures
 Business Combinations
 36




---



##### 



, Intangibles  Goodwill and
Other
  Existing Contracts
  37




---



##### 



Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
    38




---



##### 



Item 8. Financial Statements and Supplementary Data.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    
    PAGEReport of Independent Registered Public Accounting Firm
    
    
    40Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    41Consolidated Statements of Income for the year ended December 31, 2009, 2008 and 2007
    
    
    42Consolidated Statements of Stockholders Equity for the year ended
December 31, 2009, 2008 and 2007
    
    
    43Consolidated Statements of Cash Flows for the year ended December 31, 2009, 2008 and 2007
    
    
    44Notes to Consolidated Financial Statements
    
    
    46
 39




---



##### 



Report of Independent Registered Public Accounting Firm
 
   
 40




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS
 December 31,(in thousands)
    
    2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,570
    
    
    $
    14,265Accounts receivable, net of allowance for doubtful accounts of $9 and $11, respectively
    
    
    10,966
    
    
    
    11,982Prepaid expenses and other current assets
    
    
    1,869
    
    
    
    2,315Assets held for sale
    
    
    
    
    
    
    500Deferred income taxes
    
    
    3,370
    
    
    
    3,084Total current assets
    
    
    30,775
    
    
    
    32,146Property and equipment, net
    
    
    9,040
    
    
    
    7,022Intangibles, net
    
    
    1,969
    
    
    
    2,058Goodwill
    
    
    32,933
    
    
    
    27,391Other assets
    
    
    620
    
    
    
    591Total Assets
    
    $
    75,337
    
    
    $
    69,208LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,899
    
    
    $
    3,832Accrued expenses and other current liabilities
    
    
    4,134
    
    
    
    5,236Deferred revenue
    
    
    14,256
    
    
    
    15,106Current maturities of capital lease obligations
    
    
    
    
    
    
    54Current liability for acquisition earn-out
    
    
    1,184
    
    
    
    Total current liabilities
    
    
    23,473
    
    
    
    24,228Long-term capital lease obligations
    
    
    
    
    
    
    65Long-term liability for acquisition earn-out
    
    
    1,657
    
    
    
    Deferred income tax
    
    
    1,167
    
    
    
    927Other liability
    
    
    505
    
    
    
    576Total liabilities
    
    
    26,802
    
    
    
    25,796Commitments and ContingenciesStockholders equity:Preferred stock- $.00025 par value; authorized 3,000,000 shares,
0 issued and outstanding at December 31, 2009 and 2008
    
    
    
    
    
    
    Common stock  $.00025 par value; authorized 36,000,000 shares, issued and outstanding 14,394,374 shares at December 31, 2009
and authorized 18,000,000 shares, issued and outstanding 14,341,403 shares at December 31, 2008
    
    
    4
    
    
    
    4Common stock consideration for earn-out
    
    
    1,309
    
    
    
    Additional paid-in capital
    
    
    43,104
    
    
    
    42,270Retained earnings
    
    
    4,039
    
    
    
    1,080Accumulated other comprehensive income
    
    
    79
    
    
    
    58Stockholders equity
    
    
    48,535
    
    
    
    43,412Total liabilities and stockholders equity
    
    $
    75,337
    
    
    $
    69,208
  41




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 For the year ended December 31,(in thousands except per share data)
    
    2009
    
    
    2008
    
    
    2007Service revenues
    
    $
    57,393
    
    
    $
    56,181
    
    
    $
    37,543Reimbursement revenues
    
    
    15,330
    
    
    
    12,935
    
    
    
    9,711Total revenues
    
    
    72,723
    
    
    
    69,116
    
    
    
    47,254Cost and expenses:Cost of service revenues
    
    
    35,630
    
    
    
    32,446
    
    
    
    21,900Cost of reimbursement revenues
    
    
    15,330
    
    
    
    12,935
    
    
    
    9,711Sales and marketing expenses
    
    
    8,052
    
    
    
    7,860
    
    
    
    5,005General and administrative expenses
    
    
    7,414
    
    
    
    7,015
    
    
    
    5,734Amortization of intangible assets related to acquisitions
    
    
    489
    
    
    
    380
    
    
    
    56Restructuring charges
    
    
    466
    
    
    
    
    
    
    
    Mergers and acquisitions related costs
    
    
    654
    
    
    
    
    
    
    
    Total cost and expenses
    
    
    68,035
    
    
    
    60,636
    
    
    
    42,406Income from continuing operations before interest and taxes
    
    
    4,688
    
    
    
    8,480
    
    
    
    4,848Interest income
    
    
    41
    
    
    
    429
    
    
    
    654Interest expense
    
    
    (13
    )
    
    
    (7
    )
    
    
    (11
    )Income tax provision
    
    
    (1,757
    )
    
    
    (3,111
    )
    
    
    (2,148
    )Income from continuing operations, net of taxes
    
    $
    2,959
    
    
    $
    5,791
    
    
    $
    3,343Loss from discontinued operations, net of taxes
    
    
    
    
    
    
    (3,001
    )
    
    
    (1,011
    )Net income
    
    $
    2,959
    
    
    $
    2,790
    
    
    $
    2,332Basic earnings per share:Income from continuing operations
    
    $
    0.21
    
    
    $
    0.42
    
    
    $
    0.29Loss from discontinued operations
    
    
    
    
    
    $
    (0.22
    )
    
    $
    (0.09
    )Net Income
    
    $
    0.21
    
    
    $
    0.20
    
    
    $
    0.20Diluted earnings per share:Income from continuing operations
    
    $
    0.20
    
    
    $
    0.40
    
    
    $
    0.26Loss from discontinued operations
    
    
    
    
    
    $
    (0.21
    )
    
    $
    (0.08
    )Net Income
    
    $
    0.20
    
    
    $
    0.19
    
    
    $
    0.18Weighted average shares used to calculate earnings per share:Basic
    
    
    14,354
    
    
    
    13,752
    
    
    
    11,616Diluted
    
    
    15,100
    
    
    
    14,469
    
    
    
    12,745
  42




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 OtherAdditional
    
    Common Stock
    
    Accumulated
    
    ComprehensiveCommon Stock
    
    Paid-in
    
    Consideration for
    
    (Deficit) Retained
    
    Gain
    
    Stockholders(in thousands)
    
    Shares
    
    Amount
    
    Capital
    
    Earn-out
    
    Earnings
    
    (Loss)
    
    EquityBalance at December 31, 2006
    
    
    11,310
    
    
    $
    3
    
    
    $
    22,864
    
    
    $
    
    
    
    $
    (4,043
    )
    
    $
    17
    
    
    $
    18,841Stock options exercised
    
    
    341
    
    
    
    
    
    
    
    301
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    301Restricted shares issued
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock issued for acquisitions
    
    
    99
    
    
    
    
    
    
    
    802
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    802Stock based compensation
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    643
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    643Net unrealized loss on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    (17
    )Equity adjustment from foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151
    
    
    
    151Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,333
    
    
    
    
    
    
    
    2,333Balance at December 31, 2007
    
    
    11,765
    
    
    $
    3
    
    
    $
    25,084
    
    
    $
    
    
    
    $
    (1,710
    )
    
    $
    151
    
    
    $
    23,528Stock options exercised
    
    
    290
    
    
    
    
    
    
    
    387
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    387Restricted shares issued
    
    
    21
    
    
    
    
    
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86
    )Stock issued for acquisitions
    
    
    2,265
    
    
    
    1
    
    
    
    15,946
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,947Stock based compensation
    
    
    
    
    
    
    
    
    
    
    649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    649Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290Equity adjustment from foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93
    )
    
    
    (93
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,790
    
    
    
    
    
    
    
    2,790Balance at December 31, 2008
    
    
    14,341
    
    
    $
    4
    
    
    $
    42,270
    
    
    $
    
    
    
    $
    1,080
    
    
    $
    58
    
    
    $
    43,412Stock options exercised
    
    
    38
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31Restricted shares issued
    
    
    15
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )Stock consideration for acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,309
    
    
    
    
    
    
    
    
    
    
    
    1,309Stock based compensation
    
    
    
    
    
    
    
    
    
    
    790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    790Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Equity adjustment from foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    21Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,959
    
    
    
    
    
    
    
    2,959Balance at December 31, 2009
    
    
    14,394
    
    
    $
    4
    
    
    $
    43,104
    
    
    $
    1,309
    
    
    $
    4,039
    
    
    $
    79
    
    
    $
    48,535
 Statements of comprehensive income
    
    For the year ended December 31,(in thousands)
    
    2009
    
    2008
    
    2007Net income
    
    $
    2,959
    
    
    $
    2,790
    
    
    $
    2,333Net unrealized income (loss) on derivative instruments, net of tax
    
    
    
    
    
    
    
    
    
    
    (17
    )Equity adjustment from foreign currency translation
    
    
    21
    
    
    
    (93
    )
    
    
    151Total comprehensive income
    
    $
    2,980
    
    
    $
    2,697
    
    
    $
    2,467
  43




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the year ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    2,959
    
    
    $
    2,790
    
    
    $
    2,332Adjustments to reconcile net income to net cash provided by
Operating activities, net of acquisition:Depreciation and amortization
    
    
    2,711
    
    
    
    2,266
    
    
    
    2,335(Benefit) provision for deferred income taxes
    
    
    336
    
    
    
    (311
    )
    
    
    286Accretion of acquisition earn-out
    
    
    94
    
    
    
    
    
    
    
    Bad debt provision (recovery)
    
    
    93
    
    
    
    (6
    )
    
    
    15Stock based compensation expense
    
    
    760
    
    
    
    563
    
    
    
    474Gain on foreign currency options
    
    
    
    
    
    
    
    
    
    
    (10
    )Loss from discontinued operations
    
    
    
    
    
    
    3,001
    
    
    
    1,011Changes in operating assets and liabilities, net of acquisitions:Decrease (increase) in accounts receivable
    
    
    1,802
    
    
    
    (1,339
    )
    
    
    (145
    )Decrease (increase) in prepaid expenses and other current assets
    
    
    447
    
    
    
    (830
    )
    
    
    (77
    )(Increase) decrease in other assets
    
    
    (30
    )
    
    
    93
    
    
    
    (53
    )Increase in accounts payable
    
    
    403
    
    
    
    1,599
    
    
    
    78(Decrease) increase in accrued expenses and other current liabilities
    
    
    (1,100
    )
    
    
    353
    
    
    
    1,334(Decrease) increase in deferred revenue
    
    
    (852
    )
    
    
    (850
    )
    
    
    2,073(Decrease) increase in other liabilities
    
    
    (71
    )
    
    
    (3
    )
    
    
    23Increase in net assets held for sale
    
    
    
    
    
    
    2,442
    
    
    
    309Cash provided by activities from continuing operations
    
    
    7,552
    
    
    
    9,768
    
    
    
    9,985Cash used by discontinued operations
    
    
    
    
    
    
    (2,974
    )
    
    
    (1,319
    )Net cash provided by operating activities
    
    
    7,552
    
    
    
    6,794
    
    
    
    8,666Cash flows used in investing activities:Purchases of property and equipment
    
    
    (4,569
    )
    
    
    (2,677
    )
    
    
    (2,575
    )Net cash paid for acquisition
    
    
    (3,144
    )
    
    
    (7,928
    )
    
    
    (3,507
    )Net cash used in investing activities from continuing operations
    
    
    (7,713
    )
    
    
    (10,605
    )
    
    
    (6,082
    )Purchase of plant, property and equipment for discontinued operations
    
    
    
    
    
    
    (239
    )
    
    
    (1,353
    )Net cash received for sale of assets of discontinued operations
    
    
    500
    
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (7,213
    )
    
    
    (10,844
    )
    
    
    (7,435
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    
    (118
    )
    
    
    (153
    )
    
    
    (454
    )Proceeds from exercise of stock options
    
    
    31
    
    
    
    386
    
    
    
    301Excess tax benefit related to stock options
    
    
    44
    
    
    
    290
    
    
    
    643Net cash (used in) provided by financing activities from continuing operations
    
    
    (43
    )
    
    
    523
    
    
    
    490Effect of exchange rate changes on cash
    
    
    9
    
    
    
    (123
    )
    
    
    28Net increase (decrease) in cash and cash equivalents
    
    
    305
    
    
    
    (3,650
    )
    
    
    1,749Cash and cash equivalents at beginning of period
    
    
    14,265
    
    
    
    17,915
    
    
    
    16,166Cash and cash equivalents at end of period
    
    $
    14,570
    
    
    $
    14,265
    
    
    $
    17,915Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    11
    
    
    $
    11
    
    
    $
    12Cash paid during the period for income taxes
    
    $
    1,226
    
    
    $
    1,970
    
    
    $
    604
  44




---



##### 



Supplemental cash flow disclosure
  For the year ended December 31,(in thousands)
    
    2009
    
    2008
    
    2007Increase in property, plant and equipment acquisitions in accounts payable
    
    $
    334
    
    
    $
    7
    
    
    $
    11Value of contingent stock and cash to be used for earn-out provisions related to acquired business
    
    $
    4,150
    
    
    $
    
    
    
    $
    
 Acquired business
    
    For the year ended December 31,(in thousands)
    
    2009
    
    2008
    
    2007Accounts receivable
    
    $
    934
    
    
    $
    4,926
    
    
    $
    228Property and equipment
    
    
    
    
    
    
    721
    
    
    
    185Other assets
    
    
    55
    
    
    
    295
    
    
    
    53Intangible assets and goodwill
    
    
    2,248
    
    
    
    23,874
    
    
    
    4,590Current liabilities assumed
    
    
    (93
    )
    
    
    (1,061
    )
    
    
    (377
    )Other liabilities assumed
    
    
    
    
    
    
    (4,880
    )
    
    
    (412
    )Common stock issued
    
    
    
    
    
    
    (15,947
    )
    
    
    (760
    )Cash paid for acquired business, net of cash acquired of $0, $418,000 and $201,000, respectively
    
    $
    3,144
    
    
    $
    7,928
    
    
    $
    3,507
  45




---



##### 



1. Organization and Summary of Significant Accounting Policies
 Description of Business
    Principles of Consolidation
  Basis of Presentation
   Foreign Currency Translation
  46




---



##### 



Functional Currency
     Use of Estimates
  Fair Value of Financial Instruments
  Cash and Cash Equivalents
  Revenue Recognition
  47




---



##### 



Allowance For Doubtful Accounts
  December 31,(in thousands)
    
    2009
    
    
    2008Billed trade accounts receivable
    
    
    10,164
    
    
    $
    10,091Unbilled trade accounts receivable
    
    
    747
    
    
    
    1,863Other
    
    
    55
    
    
    
    28Total receivables
    
    
    10,966
    
    
    $
    11,982
 48




---



##### 



Allowance Rollforward:Balance at December 31, 2007
    
    $
    29Additions
    
    
    6Write offs (net of recoveries)
    
    
    (24
    )Balance at December 31, 2008
    
    $
    11Additions
    
    
    93Write offs (net of recoveries)
    
    
    (95
    )Balance at December 31, 2009
    
    $
    9
 Property and Equipment
   Capitalized Software Development
  Goodwill and Other Intangible Assets
  49




---



##### 



Income Taxes
  Earnings Per Share
   For the year ended December 31,(in thousands except per share data)
    
    2009
    
    
    2008
    
    
    2007Net income  diluted and basic
    
    
    2,959
    
    
    $
    2,790
    
    
    $
    2,332Denominator  basic:Weighted average number of common
shares
    
    
    14,354
    
    
    
    13,752
    
    
    
    11,616Basic income per common share
    
    $
    0.21
    
    
    $
    0.20
    
    
    $
    0.20Denominator  diluted:Weighted average number of common
shares
    
    
    14,354
    
    
    
    13,752
    
    
    
    11,616Common share equivalents of
outstanding stock options
    
    
    403
    
    
    
    648
    
    
    
    1,023Common share equivalents of
unrecognized compensation expense
    
    
    343
    
    
    
    69
    
    
    
    106Weighted average number of
dilutive common equivalent shares
    
    
    15,100
    
    
    
    14,469
    
    
    
    12,745Diluted income per common share
    
    $
    0.20
    
    
    $
    0.19
    
    
    $
    0.18
  50




---



##### 



Recently Issued Accounting Statements
 Generally Accepted Accounting
Principles
  Interim Reporting
 Fair Value Measurements and
Disclosures
 51




---



##### 



Business Combinations
 , Intangibles  Goodwill and
Other
  52




---



##### 



2. Acquisitions
 2009 Acquisitions:
   Pro Forma Results.
 53




---



##### 



Twelve Months Ended(in thousands except per share data)
    
    2009
    
    2008Total revenue
    
    $
    76,823
    
    
    $
    72,979Income from continuing operations before interest and taxes
    
    
    5,003
    
    
    
    8,270Income from continuing operations, net of taxes
    
    
    3,156
    
    
    
    5,654Basic earnings per share:Income from continuing operations
    
    $
    0.22
    
    
    $
    0.41Diluted earnings per share:Income from continuing operations
    
    $
    0.21
    
    
    $
    0.39
 Segment Reporting Intangibles  Goodwill and Other
   CardioNow
    
    
    TourtellotteCash
    
    $
    1,000
    
    
    $
    2,144Estimated earnout payments:
    
    
    Contingent consideration to be settled in cash
    
    
    
    
    
    
    2,656Contingent consideration to be settled in stock
    
    
    
    
    
    
    1,300Working capital adjustment
    
    
    
    
    
    
    94Total purchase price
    
    $
    1,000
    
    
    $
    6,194
 54




---



##### 



CardioNow
    
    
    TourtellotteAccounts Receivable
    
    
    
    
    
    $
    934Other Assets
    
    
    
    
    
    
    55Other Liabilities
    
    
    
    
    
    
    (93
    )Customer Relationships
    
    
    
    
    
    
    393Goodwill, including Workforce
    
    $
    1,000
    
    
    
    4,905Total Fair Value of Purchase Price
    
    $
    1,000
    
    
    $
    6,194
   Fair Value Measurements
  2008 Acquisition:
   55




---



##### 



(in thousands)Net Working Capital
    
    $
    701Fixed Assets
    
    
    721Other Assets
    
    
    46Other Liabilities
    
    
    (175
    )Deferred Tax Liability
    
    
    (854
    )Software
    
    
    552Trademark
    
    
    48Customer Backlog
    
    
    730Customer Relationships
    
    
    665Non-Compete Agreements
    
    
    138Goodwill, including Workforce
    
    
    21,366Total Purchase Price
    
    $
    23,938
  56




---



##### 



Pro Forma Results.
 Twelve Months Ended(in thousands except per share data)
    
    2008
    
    2007Total revenue
    
    $
    73,566
    
    
    $
    59,324Income from continuing operations before interest and taxes
    
    
    7,783
    
    
    
    5,523Income from continuing operations, net of taxes
    
    
    5,300
    
    
    
    3,723Basic earnings per share:Income from continuing operations
    
    $
    0.38
    
    
    $
    0.27Diluted earnings per share:Income from continuing operations
    
    $
    0.35
    
    
    $
    0.25
 2007 Acquisition:
  57




---



##### 



Other:
  3. Discontinued Operations and Assets Held for Sale
    (in thousands)
    
    2008
    
    
    2007Service revenues
    
    $
    321
    
    
    $
    653Loss from operations
    
    
    (2,323
    )
    
    
    (1,659
    )Loss from impairment
    
    
    (2,726
    )
    
    
    Pretax loss
    
    
    (5,049
    )
    
    
    (1,659
    )Benefit from income taxes
    
    
    2,048
    
    
    
    648Net loss from discontinued operations
    
    
    (3,001
    )
    
    
    (1,011
    )
  Current Assets
    
    
    27Fixed Assets
    
    
    1,257Net Assets and Liabilities
    
    $
    1,284
  58




---



##### 



4. Property and Equipment
  December 31,
    
    
    Estimated(in thousands)
    
    2009
    
    
    2008
    
    
    Useful LifeEquipment
    
    
    9,796
    
    
    $
    8,692
    
    
    5 yearsEquipment under capital leases
    
    
    4,332
    
    
    
    4,332
    
    
    5 yearsFurniture and fixtures
    
    
    2,115
    
    
    
    1,582
    
    
    7 yearsLeasehold improvements
    
    
    1,913
    
    
    
    1,336
    
    
    5 yearsComputer software costs
    
    
    7,065
    
    
    
    5,038
    
    
    5 years25,221
    
    
    
    20,980Less: Accumulated depreciation and
amortization
    
    
    (16,181
    )
    
    
    (13,958
    )Property and equipment, net
    
    
    9,040
    
    
    $
    7,022
  59




---



##### 



5. Intangible Assets
  December 31,
    
    
    Estimated(in thousands)
    
    2009
    
    
    2008
    
    
    Useful LifeAmortizable intangible assets:Technology
    
    $
    843
    
    
    $
    843
    
    
    5 yearsTrademarks
    
    
    48
    
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    2,012
    
    
    
    1,613
    
    
    3-7 yearsNon-competition agreement
    
    
    349
    
    
    
    349
    
    
    2-3 years$
    3,252
    
    
    
    2,853Accumulated amortization
    
    
    (1,283
    )
    
    
    (795
    )$
    1,969
    
    
    $
    2,058Unamortized intangible assets:Goodwill
    
    $
    33,296
    
    
    $
    27,391
   Year Ending(in thousands)
    
    December 31, 20092010
    
    $
    5562011
    
    
    5132012
    
    
    4242013
    
    
    2272014
    
    
    199Thereafter
    
    
    50$
    1,969
  (in thousands)
    
    2009
    
    
    2008Balance at the beginning of year
    
    $
    27,391
    
    
    $
    6,025Acquisition of businesses
    
    
    5,905
    
    
    
    21,366Changes to goodwill due to tax contingencies
    
    
    (363
    )
    
    
    Balance at end of year
    
    $
    32,933
    
    
    $
    27,391
 60




---



##### 



6. Accrued Expenses
  December 31,(in thousands)
    
    2009
    
    
    2008Accrued compensation
    
    
    2,797
    
    
    $
    3,351Accrued consulting fees
    
    
    255
    
    
    
    88Accrued other
    
    
    1,082
    
    
    
    1,7974,134
    
    
    $
    5,236
 7. Capital Lease Obligations
  8. Stock Based Compensation
 Compensation  Stock Compensation
  61




---



##### 



For the year
    
    
    For the year
    
    
    For the yearended
    
    
    ended
    
    
    endedDecember 31,
    
    
    December 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    598
    
    
    $
    386
    
    
    $
    335General and administrative
    
    
    81
    
    
    
    94
    
    
    
    66Sales and marketing
    
    
    81
    
    
    
    83
    
    
    
    73Stock-based compensation
expense before income
taxes
    
    $
    760
    
    
    $
    563
    
    
    $
    474
  2009
    
    
    2008
    
    
    2007Risk-free interest rate (range)
    
    
    2.06-2.33
    %
    
    
    2.29-2.63
    %
    
    
    4.13-4.48
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    61.00
    %
    
    
    55.00-56.00
    %
    
    
    56.00
    %Expected term (in years)
    
    
    5.00
    
    
    
    4.00-5.00
    
    
    
    4.00-5.00
 Expected Volatility.
 Expected Term.
 Risk-Free Interest Rate
 Dividend Yield
 Pre-Vesting Forfeitures
 62




---



##### 



Stock Options
 Fiscal 2009
 WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining(in thousands)
    
    
    
    
    
    Exercise
    
    
    Contractual
    
    
    Aggregatestock options
    

Shares
    
    
    Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding at
December 31, 2008
    
    
    1,718
    
    
    $
    4.58
    
    
    
    4.39
    
    
    $
    1,467Granted
    
    
    298
    
    
    
    3.06
    
    
    
    6.16
    
    
    
    349Exercised
    
    
    (38
    )
    
    
    0.81
    
    
    
    
    
    
    
    130Forfeited or expired
    
    
    (112
    )
    
    
    6.62
    
    
    
    
    
    
    
    0Outstanding at
December 31 ,2009
    
    
    1,866
    
    
    $
    4.29
    
    
    
    3.83
    
    
    $
    2,062Unvested at
December 31, 2009
    
    
    562
    
    
    
    5.56
    
    
    
    5.48
    
    
    
    277Exercisable at
December 31, 2009
    
    
    1,304
    
    
    $
    3.74
    
    
    
    3.11
    
    
    $
    1,785
 Fiscal 2008
 WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining(in thousands)
    
    
    
    
    
    Exercise
    
    
    Contractual
    
    
    Aggregatestock options
    

Shares
    
    
    Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding at
December 31, 2007
    
    
    1,628
    
    
    $
    3.31
    
    
    
    4.37
    
    
    $
    7,763Granted
    
    
    395
    
    
    
    7.53
    
    
    
    6.37
    
    
    
    0Exercised
    
    
    (290
    )
    
    
    1.64
    
    
    
    
    
    
    
    645Forfeited or Expired
    
    
    (15
    )
    
    
    1.80
    
    
    
    
    
    
    
    27Outstanding at
December 31, 2008
    
    
    1,718
    
    
    $
    4.58
    
    
    
    4.39
    
    
    $
    1,467Unvested at
December 31, 2008
    
    
    541
    
    
    
    7.23
    
    
    
    5.94
    
    
    $
    0Exercisable at
December 31, 2008
    
    
    1,177
    
    
    $
    3.35
    
    
    
    3.67
    
    
    $
    1,467
  63




---



##### 



Weighted AverageNumber of Shares
    
    
    Option Grant Date Fair(in thousands)
    
    Underlying Options
    
    
    ValueNon-vested at December 31, 2006
    
    
    180
    
    
    $
    3.49Granted
    
    
    148
    
    
    $
    6.71Vested
    
    
    (100
    )
    
    $
    3.73Non-vested at December 31, 2007
    
    
    228
    
    
    $
    5.47Granted
    
    
    395
    
    
    $
    6.70Vested
    
    
    (82
    )
    
    $
    5.66Non-vested at December 31, 2008
    
    
    541
    
    
    $
    6.34Granted
    
    
    298
    
    
    $
    2.72Vested
    
    
    (277
    )
    
    $
    4.03Non-vested at December 31, 2009
    
    
    562
    
    
    $
    5.56
   64




---



##### 



Options Outstanding
    
    
    Options ExercisableRange ofExercise Prices
    
    NumberOutstanding (in  thousands)
    
    
    
    WeightedAverageRemainingContractualLife
    
    WeightedAverageExercisePrice
    
    
    NumberExerciable(inthousands)
    
    
    
    WeightedAverageRemainingContractualLife
    
    WeightedAverageExercisePrice$0.66-$0.88
    
    
    272
    
    
    0.53 years
    
    $
    0.74
    
    
    
    272
    
    
    0.53 years
    
    $
    0.74$1.00-$1.16
    
    
    140
    
    
    1.92 years
    
    $
    1.11
    
    
    
    140
    
    
    1.92 years
    
    $
    1.11$1.28-$2.80
    
    
    107
    
    
    1.93 years
    
    $
    2.19
    
    
    
    107
    
    
    1.93 years
    
    $
    2.19$3.05-$5.10
    
    
    719
    
    
    4.84 years
    
    $
    3.74
    
    
    
    461
    
    
    4.28 years
    
    $
    4.07$6.97-$8.06
    
    
    628
    
    
    4.84 years
    
    $
    7.51
    
    
    
    324
    
    
    4.53 years
    
    $
    7.42$0.63-$8.06
    
    
    1,866
    
    
    3.83 years
    
    $
    4.29
    
    
    
    1,304
    
    
    3.11 years
    
    $
    3.74
 Restricted Stock Units:
  9. Commitments
  65




---



##### 



Year Ending(in thousands)
    
    December 31, 20092010
    
    $
    1,8742011
    
$
2,1792012
    
$
2,5832013
    
$
2,5032014
    
$
2,361Thereafter
    
$
9,322$
    20,822
   10. Employee Benefit Plan
  11. Major Customers
  66




---



##### 



12. Income Taxes
  For the year ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    1,040
    
    
    $
    2,027
    
    
    $
    546State and local
    
    
    356
    
    
    
    136
    
    
    
    504Foreign
    
    
    25
    
    
    
    167
    
    
    
    1641,421
    
    
    $
    2,330
    
    
    $
    1,214Deferred:Federal
    
    
    317
    
    
    
    730
    
    
    
    458State and local
    
    
    (172
    )
    
    
    42
    
    
    
    (172
    )Foreign
    
    
    191
    
    
    
    
    
    
    
    336
    
    
    
    772
    
    
    
    286Income tax provision from
continuing operations
    
    $
    1,757
    
    
    $
    3,102
    
    
    $
    1,500
  For the year ended December 31,2009
    
    
    2008
    
    
    2007Tax provision at statutory rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State and local income taxes, net of federal benefit
    
    
    4.1
    %
    
    
    2.8
    %
    
    
    5.7
    %Permanent differences
    
    
    0.6
    %
    
    
    0.4
    %
    
    
    0.6
    %Foreign rate difference
    
    
    (0.9
    )%
    
    
    (0.5
    )%
    
    
    (1.0
    )%Other
    
    
    (0.5
    )%
    
    
    (1.9
    )%
    
    
    (0.2
    )%Effective income tax rate from continuing
operations
    
    
    37.3
    %
    
    
    34.8
    %
    
    
    39.1
    %
  For the year ended December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007Domestic income before income tax
    
    $
    4,080
    
    
    $
    8,290
    
    
    $
    4,891Foreign income before income tax.
    
    
    636
    
    
    
    612
    
    
    
    600Total income before income tax from continuing operations
    
    $
    4,716
    
    
    $
    8,902
    
    
    $
    5,491
 67




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##### 



For the year ended December 31,(in thousands)
    
    2009
    
    
    2008Deferred tax assets:Accrued expenses
    
    $
    104
    
    
    $
    47Allowance for doubtful accounts
    
    
    4
    
    
    
    4Deferred revenue
    
    
    2,952
    
    
    
    3,212Net operating loss carryforwards
    
    
    317
    
    
    
    580Restricted stock
    
    
    279
    
    
    
    183Stock options
    
    
    429
    
    
    
    254Amortization of acquisition costs
    
    
    
    
    
    
    Impairment of assets
    
    
    
    
    
    
    723Total deferred tax assets
    
    
    4,085
    
    
    $
    5,003Deferred tax liabilities:Excess of tax over book depreciation
    
    
    (1,126
    )
    
    
    (1,653
    )Amortization of acquisition costs
    
    
    (358
    )
    
    
    (479
    )Prepaid expenses
    
    
    (398
    )
    
    
    (340
    )Total deferred tax liabilities.
    
    
    (1,882
    )
    
    
    (2,472
    )Valuation allowance
    
    
    
    
    
    
    (374
    )Net deferred tax assets
    
    $
    2,203
    
    
    $
    2,157
   68




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##### 



13. Foreign Operations
   69




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##### 



14. Related Party Transactions
  15. Subsequent Events
   70




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##### 



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
  Item 9A(T).
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
 Managements Report on Internal Control Over Financial Reporting.
 
    
    Provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, and includes those policies and procedures that pertain to
the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of our management and directors; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements.
  71




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##### 



Internal Control-Integrated Framework.
   Changes in internal control over financial reporting
 Item 9B.
    
    Other Information.
  72




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##### 



PART III
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
   Item 11.
    
    Executive Compensation.
  Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
  Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  Item 14.
    
    Principal Accounting Fees and Services.
  Item 15.
    
    Exhibits, Financial Statement Schedules.
 Financial Statements
 Financial Statement Schedules
 Exhibits.
 73




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##### 



74




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##### 



SIGNATURES
  BIOCLINICA, INC.By:

/s/ Mark L. WeinsteinMark L. Weinstein, President and 

Chief Executive Officer 75




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##### 



Signature
    
    Title
    
    Date/s/ Mark L. Weinstein

Mark L. Weinstein
    
    President and Chief
Executive Officer and
 Director
(principal executive officer)
    
    March 30, 2010/s/ Ted I. Kaminer

Ted I. Kaminer
    
    Executive Vice President of
Finance
 and
 Administration and
Chief Financial Officer

(principal financial and
accounting officer)
    
    March 30, 2010/s/ Jeffrey H. Berg, Ph.D.

Jeffrey H. Berg, Ph.D.
    
    Director
    
    March 30, 2010/s/ Richard F. Cimino

Richard F. Cimino
    
    Director
    
    March 30, 2010/s/ E. Martin Davidoff, CPA, Esq.

E. Martin Davidoff, CPA, Esq.
    
    Director
    
    March 30, 2010/s/ David E. Nowicki, D.M.D.

David E. Nowicki, D.M.D.
    
    Chairman of the Board
and Director
    
    March 30, 2010/s/ Adeoye Y. Olukotun

Adeoye Y. Olukotun, M.D., M.P.H.,
F.A.C.C., FAHA
    
    Director
    
    March 30, 2010/s/ David Stack

David Stack
    
    Director
    
    March 30, 2010/s/ James A. Taylor, Ph.D.

James A. Taylor, Ph.D.
    
    Director
    
    March 30, 2010
 76




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##### 



EXHIBIT INDEX
 ExhibitNo.
    
    Description of Exhibit2.1
    
    Asset Purchase Agreement, dated as of September 15, 2009, by and
among BioClinica, Inc., BioClinica Acquisition, Inc., and
Tourtellotte Solutions, Inc. Incorporated by reference to Exhibit
10.1 of our Current Report on Form 8-K, dated September 18, 2009.2.2**
    
    Asset Purchase Agreement, dated January 6, 2009, by and between
Bio-Imaging Technologies, Inc. and MBI Benefits, Inc.
Incorporated by reference to Exhibit 2.3 of our Annual Report on
Form 10-K for the year ended December 31, 2008.2.3
    
    Asset Purchase Agreement, dated March 25, 2010, by and between
BioClinica, Inc. and TranSenda International LLC. Incorporated by
reference to Exhibit 2.1 of our Current Report on Form 8-K, dated
March 26, 2010.3.1
    
    Restated Certificate of Incorporation of Bio-Imaging Technologies,
Inc. Incorporated by reference to Exhibit 3.1 of our Registration
Statement on Form S-1 (File Number 33-47471), which became
effective on June 18, 1992. Amendments incorporated by reference
to Exhibit 3.1 of our Annual Report on Form 10-K for the year
ended September 30, 1993, Exhibit 3.1 of our Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1995 and Exhibit 3.1
of our Current Report on Form 8-K, dated July 8, 2009.3.2
    
    Amended and Restated Bylaws of BioClinica, Inc. Incorporated by
reference to Exhibit 3.1 of our Current Report on Form 8-K, dated
November 23, 2009.4.1
    
    Specimen Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 of our Registration Statement on Form S-1 (File Number
33-47471), which became effective on June 18, 1992.4.2
    
    Registration Agreement, dated October 13, 1994, between
Bio-Imaging Technologies, Inc. and Corning Pharmaceuticals
Services Inc., now Covance Inc. Incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K, dated October 13,
1994.4.3
    
    Rights Agreement, dated as of July 20, 2009, between BioClinica,
Inc. and Computershare Trust Company, N.A. Incorporated by
reference to Exhibit 4.1 of our Current Report on form 8-K, dated
July 20, 2009.10.1*
    
    2002 Stock Incentive Plan, adopted by the stockholders of
Bio-Imaging Technologies, Inc. on February 27, 2002, as amended
and restated on April 14, 2005, as amended and restated on May 14,
2008, as amended and restated on January 20, 2010.10.2*
    
    401(k) Plan. Incorporated by reference to Exhibit 10.7 of our
Registration Statement on Form S-1 (File Number 33-47471), which
became effective on June 18, 1992.10.3
    
    Form of Employees Invention Assignment, Confidential Information
and Non-Competition Agreement. Incorporated by reference to
Exhibit 10.9 of our Annual Report on Form 10-K for the fiscal year
ended September 30, 1992.10.4
    
    Stock Purchase Agreement, dated October 13, 1994, by and between
Bio-Imaging Technologies, Inc. and Covance Inc. Incorporated by
reference to Exhibit 10.2 of our Current Report on Form 8-K dated
October 13, 1994.10.5*
    
    Invention Assignment and Confidential Information Agreement, dated
January 20, 2000, by and between Bio-Imaging Technologies, Inc.
and Mark L. Weinstein. Incorporated by reference to Exhibit 10.1
of our Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1999.
 77




---



##### 



ExhibitNo.
    
    Description of Exhibit10.6*
    
    Employment Agreement, dated March 4, 2009, by and between
Bio-Imaging Technologies, Inc. and Mark L. Weinstein.
Incorporated by reference to Exhibit 10.6 of our Annual Report on
Form 10-K for fiscal year ended December 31, 2008.10.7
    
    Agreement of Lease by and between 826 Newtown Associates, L.P. and
Bio-Imaging Technologies, Inc., dated December 1, 2008, such lease
superseding and rendering null and void all previous leases
related to the Premises at 826 and 828 Newtown-Yardley Road,
Newtown, Pennsylvania. Incorporated by reference to Exhibit 10.7
of our Annual Report on Form 10K for fiscal year ended December
31, 2008.10.8*
    
    Amended and Restated Employment Agreement, dated February 24,
2010, by and between BioClinica, Inc. and Ted I. Kaminer.10.9*
    
    Form of Amended and Restated Executive Retention Agreement by and
between BioClinica, Inc. and certain executive officers.10.10*
    
    Employment Agreement, dated September 19, 2008, by and between
Bio-Imaging Technologies, Inc. and Peter Benton. Incorporated by
reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2009.21
    
    List of Subsidiaries of Registrant.23.1
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    Certification of principal executive officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of principal financial and accounting officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of principal executive officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.32.2
    
    Certification of principal financial and accounting officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. 1350.
 
 *
    
    A management contract or compensatory plan or arrangement required to be filed as an exhibit
pursuant to Item 13(a) of Form 10-K.**
    
    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company undertakes to furnish supplementally copies of any of the omitted schedules and
exhibits upon request by the Securities and Exchange Commission.
    
    Included herewith. 78