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, 2010
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
    
    15,649,164




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TABLE OF CONTENTS
 Item
    
    PagePART I
    1. Business
    
    
    11A. Risk Factors
    
    
    101B. Unresolved Staff Comments
    
    
    202. Properties
    
    
    203. Legal Proceedings
    
    
    204. REMOVED AND RESERVED
    
    
    20PART II
    5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    216. Selected Financial Data
    
    
    247. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    257A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    398. Financial Statements and Supplementary Data
    
    
    409. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    759A. Controls and Procedures
    
    
    759B. Other Information
    
    
    76PART III
    10. Directors, Executive Officers and Corporate Governance
    
    
    7711. Executive Compensation
    
    
    7712. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    7713. Certain Relationships and Related Transactions, and
Director Independence
    
    
    7714. Principal Accounting Fees and Services
    
    
    77PART IV
    15. Exhibits, Financial Statement Schedules
    
    
    77
 i




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




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http://www.sec.gov
 2




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Target Markets
  Our Solutions and Services
  Medical Imaging Solutions
  TM
    3




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Electronic Data Capture
 TM
 IVR/IWR Interactive Response Solutions
 TM
  4




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Clinical Supply Forecasting and Optimization
 TM
 Clinical Trial Management Systems, or CTMS
  ®
 Data Management
  5




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




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7




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Competition
  Marketing and Sales
   Significant Clients
  Business Segments and Geographic Information
   8




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Employees
   9




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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.
    The recent economic downturn may adversely impact our ability to grow our business.
  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;
 10




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
    
    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.
  We made one acquisition in the first quarter 2010, 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.
  11




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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.
  We may be unable to adequately protect, and we may incur significant costs in defending, our
intellectual property and other proprietary rights or in defending claims that we are infringing
upon the intellectual property rights of others.
  12




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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;
    
    the service and product offerings of our competitors; and
    
    our ability to upgrade our products, services and hosted solutions so such offerings are
not deemed obsolete in comparison to the service and product offerings of our competitors.
   13




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Changes in outsourcing trends in the pharmaceutical and biotechnology industries could adversely
affect our operating results and growth rate.
   We may not be able to effectively manage our international operations.
  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.
  14




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Failure
to comply with existing regulations could result in increased costs to complete clinical
trials.
  We may be affected by health care reform.
    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.
 15




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In the course of conducting our business, we possess or could be deemed to possess personal medical
information in connection with the conduct of clinical trials. If we fail to keep this information
properly protected we could be subject to significant liability.
  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.
  
 
 
 16




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
 
  We may be exposed to liability claims as a result of our involvement in clinical trials.
  In the event we are unable to satisfy regulatory requirements relating to internal control over
financial reporting, or if these internal controls are not effective, our business and financial
results may suffer.
  17




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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
    
    
    15,632Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,717Exercise of options which have not been granted
    
    
    1,150Restricted stock units outstanding
    
    
    340Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    18,839
  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.
  18




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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.
  19




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Item 1B Unresolved Staff Comments.
  Item 2. Properties.
  Item 3. Legal Proceedings.
  Item 4. REMOVED AND RESERVED
 20




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PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
   Quarter
    
    CommonEnded
    
    StockHigh
    
    LowMarch 31, 2009
    
    
    3.71
    
    
    
    2.63June 30, 2009
    
    
    4.24
    
    
    
    3.02September 30, 2009
    
    
    4.07
    
    
    
    3.20December 31, 2009
    
    
    4.75
    
    
    
    3.25March 31, 2010
    
    
    5.93
    
    
    
    4.08June 30, 2010
    
    
    5.46
    
    
    
    3.95September 30, 2010
    
    
    4.46
    
    
    
    3.13December 31, 2010
    
    
    4.77
    
    
    
    3.50
    21




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Number of
    
    
    Weighted
    
    
    Number of SecuritiesSecurities to be
    
    
    Average Exercise
    
    
    Available for FutureIssued Upon
    
    
    Price of
    
    
    IssuanceExercise of
    
    
    Outstanding
    
    
    Under Equity CompensationPlan Category
    
    Outstanding Options
    
    
    Options
    
    
    PlansEquity compensation
plans that have
been approved by
security holders
    
    
    1,717,189
    
    
    $
    4.83
    
    
    
    1,149,787Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,717,189
    
    
    $
    4.83
    
    
    
    1,149,787
  Approximate DollarTotal Number of
    
    
    Value of SharesShares Purchased as
    
    
    that May Yet BeTotal Number of
    
    
    Average Price Paid
    
    
    Part of Publicly
    
    
    Purchased Under theShares Purchased
    
    
    per Share
    
    
    Announced Program
    
    
    Program (1)December 17, 2010
    
    
    3,400
    
    
    $
    4.62
    
    
    
    3,400
    
    
    $
    1,984,177
 
 (1)
    
    On December 17, 2010, our Board of Directors authorized $2 million in funds for use
in our common stock repurchase program over the following 18 months. Repurchase under the
program may be made through open market purchases or privately negotiated transactions in
accordance with applicable federal securities laws, including Rule 10b-18. The timing of
the repurchases and the exact number of shares of common stock to be purchased will be
determined by the discretion of our management, and will depend upon market conditions and
other factors. The program will be funded using our cash on hand and cash generated from
operations. The program may be extended, suspended or discontinued at any time. 22




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STOCK PRICE PERFORMANCE GRAPH
  
 Dec. 31, 2005
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2008
    
    
    Dec. 31, 2009
    
    
    Dec. 31, 2010BioClinica, Inc.
    
    
    100.00
    
    
    
    249.54
    
    
    
    250.15
    
    
    
    113.31
    
    
    
    130.96
    
    
    
    138.08NASDAQ U.S. Stock Index
    
    
    100.00
    
    
    
    109.88
    
    
    
    119.16
    
    
    
    57.47
    
    
    
    82.54
    
    
    
    97.98Nasdaq Health Services Index
    
    
    100.00
    
    
    
    99.86
    
    
    
    130.52
    
    
    
    95.32
    
    
    
    126.02
    
    
    
    151.92
   23




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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. 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006CONTINUING OPERATIONSService revenue
    
    $
    62,714
    
    
    $
    57,393
    
    
    $
    56,181
    
    
    $
    37,543
    
    
    $
    31,853Total revenue
    
    
    75,188
    
    
    
    72,723
    
    
    
    69,116
    
    
    
    47,254
    
    
    
    40,257Income from continuing operations before interest and taxes
    
    
    4,318
    
    
    
    4,688
    
    
    
    8,480
    
    
    
    4,848
    
    
    
    2,670Income from continuing operations, net of taxes
    
    
    2,753
    
    
    
    2,959
    
    
    
    5,791
    
    
    
    3,343
    
    
    
    1,968Basic earnings per share:Income from continuing operations
    
    
    0.18
    
    
    
    0.21
    
    
    
    0.42
    
    
    
    0.29
    
    
    
    0.18Diluted earnings per share:Income from continuing operations
    
    
    0.17
    
    
    
    0.20
    
    
    
    0.40
    
    
    
    0.26
    
    
    
    0.16Weighted average shares used to calculate earnings per share:Basic
    
    
    15,035
    
    
    
    14,354
    
    
    
    13,752
    
    
    
    11,616
    
    
    
    11,219Diluted
    
    
    15,874
    
    
    
    15,100
    
    
    
    14,469
    
    
    
    12,745
    
    
    
    12,364FINANCIAL POSITIONCash, cash equivalents
    
    $
    10,443
    
    
    $
    14,570
    
    
    $
    14,265
    
    
    $
    17,915
    
    
    $
    16,166Working capital
    
    
    8,606
    
    
    
    7,302
    
    
    
    7,918
    
    
    
    9,721
    
    
    
    10,219Total assets
    
    
    80,029
    
    
    
    75,337
    
    
    
    69,208
    
    
    
    43,057
    
    
    
    34,108Other liabilities
    
    
    2,766
    
    
    
    2,162
    
    
    
    641
    
    
    
    597
    
    
    
    305Stockholders equity
    
    
    54,879
    
    
    
    48,535
    
    
    
    43,412
    
    
    
    23,529
    
    
    
    18,842OTHER DATAPurchases of property and equipment and capitalized software
development costs
    
    $
    7,193
    
    
    $
    4,258
    
    
    $
    2916
    
    
    $
    3,928
    
    
    $
    2,232Depreciation and amortization
    
    
    3,452
    
    
    
    2,713
    
    
    
    2,266
    
    
    
    2,335
    
    
    
    2,035Number of employees
    
    
    475
    
    
    
    479
    
    
    
    474
    
    
    
    337
    
    
    
    283
 24




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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
    25




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Acquisitions and Dispositions
     26




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Forward Looking Statements
  Critical Accounting Policies, Estimates and Risks
  27




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Revenue
     Goodwill and Other Intangible Assets, Net. st
  28




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Capitalized Software Development.
  Income Taxes
 Stock-based compensation costs Compensation  Stock Compensation
 29




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Foreign Currency Risks
    30




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Results of Operations
 Year Ended December 31, 2010 Compared with Year Ended December 31, 2009.
 % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    $
    
    
    %(in thousands)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    Change
    
    
    ChangeService revenues
    
    $
    62,714
    
    
    
    83.4
    %
    
    $
    57,393
    
    
    
    78.9
    %
    
    $
    5,321
    
    
    
    9.3
    %Reimbursement revenues
    
    
    12,474
    
    
    
    16.6
    %
    
    
    15,330
    
    
    
    21.1
    %
    
    
    (2,856
    )
    
    
    (18.6
    %)Total revenues
    
    
    75,188
    
    
    
    100.0
    %
    
    
    72,723
    
    
    
    100.0
    %
    
    
    2,465
    
    
    
    3.4
    %Cost and expenses:Cost of service revenues
    
    
    39,559
    
    
    
    52.6
    %
    
    
    35,630
    
    
    
    49.0
    %
    
    
    3,929
    
    
    
    11.0
    %Cost of reimbursement revenues
    
    
    12,474
    
    
    
    16.6
    %
    
    
    15,330
    
    
    
    21.1
    %
    
    
    (2,856
    )
    
    
    (18.6
    %)Sales and marketing expenses
    
    
    9,004
    
    
    
    12.0
    %
    
    
    8,052
    
    
    
    11.1
    %
    
    
    952
    
    
    
    11.8
    %General and administrative expenses
    
    
    8,446
    
    
    
    11.2
    %
    
    
    7,414
    
    
    
    10.2
    %
    
    
    1,032
    
    
    
    13.9
    %Amortization of intangible assets related
to acquisitions
    
    
    638
    
    
    
    0.8
    %
    
    
    489
    
    
    
    0.7
    %
    
    
    149
    
    
    
    30.5
    %Restructuring charges
    
    
    
    
    
    
    0.0
    %
    
    
    466
    
    
    
    0.6
    %
    
    
    (466
    )
    
    
    (100
    %)Merger and acquisition related costs
    
    
    749
    
    
    
    1.0
    %
    
    
    654
    
    
    
    0.9
    %
    
    
    95
    
    
    
    14.5
    %Total cost and expenses
    
    
    70,870
    
    
    
    94.3
    %
    
    
    68,035
    
    
    
    93.6
    %
    
    
    2,835
    
    
    
    4.2
    %Income from operations
    
    
    4,318
    
    
    
    5.7
    %
    
    
    4,688
    
    
    
    6.4
    %
    
    
    (370
    )
    
    
    (7.9
    %)Interest income
    
    
    23
    
    
    
    0.0
    %
    
    
    41
    
    
    
    0.1
    %
    
    
    (18
    )
    
    
    (43.9
    %)Interest expense
    
    
    (12
    )
    
    
    0.0
    %
    
    
    (13
    )
    
    
    0.0
    %
    
    
    1
    
    
    
    (7.7
    %)Income before income tax
    
    
    4,329
    
    
    
    5.8
    %
    
    
    4,716
    
    
    
    6.5
    %
    
    
    (387
    )
    
    
    (8.2
    %)Income tax provision
    
    
    (1,576
    )
    
    
    (2.1
    %)
    
    
    (1,757
    )
    
    
    (2.4
    %)
    
    
    181
    
    
    
    (10.3
    %)Net Income
    
    $
    2,753
    
    
    
    3.7
    %
    
    $
    2,959
    
    
    
    4.1
    %
    
    $
    (206
    )
    
    
    (7.0
    %)
    31




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32




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33




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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
    
    
    
    96.6
    %
    
    
    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
    
    
    
    19.6
    %
   34




---



##### 



35




---



##### 



36




---



##### 



Liquidity and Capital Resources
  Statement of Cash Flow for the year ended December 31, 2010 compared to December 31, 2009
 (in thousands)
    
    2010
    
    
    2009
    
    
    2008Net cash provided by activities from
continuing operations
    
    $
    3,992
    
    
    $
    7,552
    
    
    $
    9,768Net cash used in investing
activities from continuing
operations
    
    $
    (8,450
    )
    
    $
    (7,713
    )
    
    $
    (10,844
    )Net cash provided by (used in)
financing activities from continuing
operations
    
    $
    348
    
    
    $
    (43
    )
    
    $
    523
      Payments Due By Period(in thousands)
    
    
    
    
    
    Less than 1Contractual obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 yearsFacility rent operating
leases
    
    
    20,538
    
    
    
    2,613
    
    
    
    5,736
    
    
    
    5,017
    
    
    
    7,172Employment agreements
    
    
    919
    
    
    
    835
    
    
    
    84
    
    
    
    
    
    
    
    Earn-outs for
Tourtellotte
acquisition
    
    
    2,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    Capital lease
    
    
    878
    
    
    
    168
    
    
    
    353
    
    
    
    357
    
    
    
    Total contractual cash
obligations
    
    $
    24,335
    
    
    $
    5,616
    
    
    $
    6,173
    
    
    $
    5,374
    
    
    $
    7,172
 37




---



##### 




    
    our ability to gain new client contracts;
    
    project cancellations;
    
    the variability of the timing of payments on existing client contracts; and
    
    other changes in our operating assets and liabilities.
  38




---



##### 



Recently Issued Accounting Statements
   Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
    39




---



##### 



Item 8. Financial Statements and Supplementary Data.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    
    PAGEReport of Independent Registered Public Accounting Firm
    
    
    41Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    42Consolidated Statements of Income for the year ended December 31, 2010, 2009 and 2008
    
    
    43Consolidated Statements of Stockholders Equity for the year ended
December 31, 2010, 2009 and 2008
    
    
    44Consolidated Statements of Cash Flows for the year ended December 31, 2010, 2009 and 2008
    
    
    45Notes to Consolidated Financial Statements
    
    
    47Quarterly Financial Results (Unaudited)
    
    
    74
 40




---



##### 



Report of Independent Registered Public Accounting Firm
 
   
 41




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS
 December 31,2010
    
    
    2009ASSETS(in thousands)Current assets:Cash and cash equivalents
    
    $
    10,443
    
    
    $
    14,570Accounts receivable, net of allowance for doubtful accounts of
$15 and $9, respectively
    
    
    11,866
    
    
    
    10,966Prepaid expenses and other current assets
    
    
    2,501
    
    
    
    1,869Deferred income taxes
    
    
    3,625
    
    
    
    3,370Total current assets
    
    
    28,435
    
    
    
    30,775Property and equipment, net
    
    
    14,029
    
    
    
    9,040Intangibles, net
    
    
    2,430
    
    
    
    1,969Goodwill
    
    
    34,302
    
    
    
    32,933Deferred income taxes
    
    
    128
    
    
    
    Other assets
    
    
    705
    
    
    
    620Total Assets
    
    $
    80,029
    
    
    $
    75,337LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,983
    
    
    $
    3,899Accrued expenses and other current liabilities
    
    
    4,283
    
    
    
    4,134Deferred revenue
    
    
    13,395
    
    
    
    14,256Current maturities of capital lease obligations
    
    
    168
    
    
    
    Current liability for acquisition earn-out
    
    
    
    
    
    
    1,184Total current liabilities
    
    
    19,829
    
    
    
    23,473Long-term capital lease obligations
    
    
    710
    
    
    
    Long-term liability for acquisition earn-out
    
    
    1,886
    
    
    
    1,657Deferred income taxes
    
    
    1,845
    
    
    
    1,167Other liability
    
    
    880
    
    
    
    505Total liabilities
    
    
    25,150
    
    
    
    26,802Commitments and Contingencies (see Note 9)Stockholders equity:Preferred stock- $.00025 par value; authorized 3,000,000 shares,
0 issued and outstanding at December 31, 2010 and 2009
    
    
    
    
    
    
    Common stock  $.00025 par value; authorized 36,000,000
shares, issued and outstanding 15,631,664 shares at December 31, 2010
and authorized 36,000,000 shares, issued and outstanding 14,394,374
shares at December 31, 2009
    
    
    4
    
    
    
    4Treasury stock  at cost; shares held: 3,400 at December 31, 2010 and 0 at
December 31, 2009
    
    
    (16
    )
    
    
    Common stock consideration for earn-out
    
    
    
    
    
    
    1,309Additional paid-in capital
    
    
    48,074
    
    
    
    43,104Retained earnings
    
    
    6,792
    
    
    
    4,039Accumulated other comprehensive income
    
    
    25
    
    
    
    79Stockholders equity
    
    
    54,879
    
    
    
    48,535Total liabilities and stockholders equity
    
    $
    80,029
    
    
    $
    75,337
  42




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 For the year ended December 31,2010
    
    
    2009
    
    
    2008(in thousands except per share data)Service revenues
    
    $
    62,714
    
    
    $
    57,393
    
    
    $
    56,181Reimbursement revenues
    
    
    12,474
    
    
    
    15,330
    
    
    
    12,935Total revenues
    
    
    75,188
    
    
    
    72,723
    
    
    
    69,116Cost and expenses:Cost of service revenues
    
    
    39,559
    
    
    
    35,630
    
    
    
    32,446Cost of reimbursement revenues
    
    
    12,474
    
    
    
    15,330
    
    
    
    12,935Sales and marketing expenses
    
    
    9,004
    
    
    
    8,052
    
    
    
    7,860General and administrative expenses
    
    
    8,446
    
    
    
    7,414
    
    
    
    7,015Amortization of intangible assets related to acquisitions
    
    
    638
    
    
    
    489
    
    
    
    380Restructuring charges
    
    
    
    
    
    
    466
    
    
    
    Mergers and acquisitions related costs
    
    
    749
    
    
    
    654
    
    
    
    Total cost and expenses
    
    
    70,870
    
    
    
    68,035
    
    
    
    60,636Operating income
    
    
    4,318
    
    
    
    4,688
    
    
    
    8,480Interest income
    
    
    23
    
    
    
    41
    
    
    
    429Interest expense
    
    
    (12
    )
    
    
    (13
    )
    
    
    (7
    )Income before income taxes
    
    
    4,329
    
    
    
    4,716
    
    
    
    8,902Income tax provision
    
    
    (1,576
    )
    
    
    (1,757
    )
    
    
    (3,111
    )Income from continuing operations
    
    $
    2,753
    
    
    $
    2,959
    
    
    $
    5,791Loss from discontinued operations, net of taxes
    
    
    
    
    
    
    
    
    
    
    (3,001
    )Net income
    
    $
    2,753
    
    
    $
    2,959
    
    
    $
    2,790Basic earnings per share:Income from continuing operations
    
    $
    0.18
    
    
    $
    0.21
    
    
    $
    0.42Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    $
    (0.22
    )Net Income
    
    $
    0.18
    
    
    $
    0.21
    
    
    $
    0.20Diluted earnings per share:Income from continuing operations
    
    $
    0.17
    
    
    $
    0.20
    
    
    $
    0.40Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    $
    (0.21
    )Net Income
    
    $
    0.17
    
    
    $
    0.20
    
    
    $
    0.19Weighted average shares used to calculate earnings per share:Basic
    
    
    15,035
    
    
    
    14,354
    
    
    
    13,752Diluted
    
    
    15,874
    
    
    
    15,100
    
    
    
    14,469
  43




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 OtherAdditional
    
    
    
    
    
    
    Common Stock
    
    
    Accumulated
    
    
    ComprehensiveCommon Stock
    
    
    Paid-in
    
    
    Treasury
    
    
    Consideration for
    
    
    (Deficit) Retained
    
    
    Gain
    
    
    Stockholders(in thousands)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnout
    
    
    Earnings
    
    
    (Loss)
    
    
    EquityBalance 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
    
    
    $
    48,535Stock options exercised
    
    
    262
    
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122Restricted shares issued
    
    
    48
    
    
    
    
    
    
    
    (55
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55
    )Stock consideration for
acquisitions
    
    
    350
    
    
    
    
    
    
    
    1,309
    
    
    
    
    
    
    
    (1,309
    )
    
    
    
    
    
    
    
    
    
    
    Stock issued for acquisitions
    
    
    578
    
    
    
    
    
    
    
    2,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,468Stock based compensation
    
    
    
    
    
    
    
    
    
    
    1,080
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,080Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )Tax benefit on exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46Equity adjustment from
foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    (54
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,753
    
    
    
    
    
    
    
    2,753Balance at December 31, 2010
    
    
    15,632
    
    
    $
    4
    
    
    $
    48,074
    
    
    $
    (16
    )
    
    
    
    
    
    $
    6,792
    
    
    $
    25
    
    
    $
    54,879
 Statements of comprehensive
income
 For the year ended December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Net income
    
    $
    2,753
    
    
    $
    2,959
    
    
    $
    2,790Equity adjustment from foreign currency translation
    
    
    (54
    )
    
    
    21
    
    
    
    (93
    )Total comprehensive income
    
    $
    2,699
    
    
    $
    2,980
    
    
    $
    2,697
  44




---



##### 



BIOCLINICA, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the year ended December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    2,753
    
    
    $
    2,959
    
    
    $
    2,790Adjustments to reconcile net income to net cash provided by
operating activities, net of acquisition:Depreciation and amortization
    
    
    3,452
    
    
    
    2,711
    
    
    
    2,266(Benefit) provision for deferred income taxes
    
    
    295
    
    
    
    336
    
    
    
    (311
    )Accretion of acquisition earn-out
    
    
    302
    
    
    
    94
    
    
    
    Bad debt provision (recovery)
    
    
    15
    
    
    
    93
    
    
    
    (6
    )Stock based compensation expense
    
    
    1,080
    
    
    
    760
    
    
    
    563Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    3,001Changes in operating assets and liabilities, net of acquisitions:(Increase) decrease in accounts receivable
    
    
    (605
    )
    
    
    1,802
    
    
    
    (1,339
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    (667
    )
    
    
    447
    
    
    
    (830
    )(Increase) decrease in other assets
    
    
    (67
    )
    
    
    (30
    )
    
    
    93(Decrease) increase in accounts payable
    
    
    (1,848
    )
    
    
    403
    
    
    
    1,599(Decrease)
increase in accrued expenses and other current liabilities
    
    
    (251
    )
    
    
    (1,100
    )
    
    
    353Decrease in deferred revenue
    
    
    (855
    )
    
    
    (852
    )
    
    
    (850
    )Increase (decrease) in other liabilities
    
    
    388
    
    
    
    (71
    )
    
    
    (3
    )Increase in net assets held for sale
    
    
    
    
    
    
    
    
    
    
    2,442Cash provided by activities from continuing operations
    
    
    3,992
    
    
    
    7,552
    
    
    
    9,768Cash used by discontinued operations
    
    
    
    
    
    
    
    
    
    
    (2,974
    )Net cash provided by operating activities
    
    
    3,992
    
    
    
    7,552
    
    
    
    6,794Cash flows used in investing activities:Purchases of property and equipment
    
    
    (2,916
    )
    
    
    (2,763
    )
    
    
    (1,780
    )Capitalized software development costs
    
    
    (4,277
    )
    
    
    (1,806
    )
    
    
    (897
    )Net cash paid for acquisition
    
    
    
    
    
    
    (3,144
    )
    
    
    (7,928
    )Net cash paid for acquisition earn-out
    
    
    (1,257
    )
    
    
    
    
    
    
    Net cash used in investing activities from continuing operations
    
    
    (8,450
    )
    
    
    (7,713
    )
    
    
    (10,605
    )Purchase of plant, property and equipment for discontinued operations
    
    
    
    
    
    
    
    
    
    
    (239
    )Net cash received for sale of assets of discontinued operations
    
    
    
    
    
    
    500
    
    
    
    Net cash used in investing activities
    
    
    (8,450
    )
    
    
    (7,213
    )
    
    
    (10,844
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    
    
    
    
    
    (118
    )
    
    
    (153
    )Proceeds from sale/leaseback
    
    
    195
    
    
    
    
    
    
    
    Purchase of treasury stock
    
    
    (15
    )
    
    
    
    
    
    
    Proceeds from exercise of stock options
    
    
    122
    
    
    
    31
    
    
    
    386Excess tax benefit related to stock options
    
    
    46
    
    
    
    44
    
    
    
    290Net cash provided by (used in) financing activities from continuing
operations
    
    
    348
    
    
    
    (43
    )
    
    
    523Effect of exchange rate changes on cash
    
    
    (17
    )
    
    
    9
    
    
    
    (123
    )Net (decrease) increase in cash and cash equivalents
    
    
    (4,127
    )
    
    
    305
    
    
    
    (3,650
    )Cash and cash equivalents at beginning of period
    
    
    14,570
    
    
    
    14,265
    
    
    
    17,915Cash and cash equivalents at end of period
    
    $
    10,443
    
    
    $
    14,570
    
    
    $
    14,265Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    3
    
    
    $
    11
    
    
    $
    11Cash paid during the period for income taxes
    
    $
    1,775
    
    
    $
    1,226
    
    
    $
    1,970
  45




---



##### 



Supplemental cash flow disclosure
  For the year ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Increase in property, plant and equipment
acquisitions in accounts payable
    
    $
    20
    
    
    $
    334
    
    
    $
    7Value of contingent stock and cash to be used for
earn-out provisions related to acquired business
    
    
    
    
    
    $
    4,150
    
    
    
    Equipment purchases under capital lease obligations
    
    $
    892
    
    
    
    
    
    
    
    
 Acquired business
    
    For the year ended December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Accounts receivable
    
    $
    309
    
    
    $
    934
    
    
    $
    4,926Property and equipment
    
    
    91
    
    
    
    
    
    
    
    721Other assets
    
    
    58
    
    
    
    55
    
    
    
    295Intangible assets and goodwill
    
    
    2,469
    
    
    
    2,248
    
    
    
    23,874Current liabilities assumed
    
    
    (459
    )
    
    
    (93
    )
    
    
    (1,061
    )Other liabilities assumed
    
    
    
    
    
    
    
    
    
    
    (4,880
    )Common stock issued
    
    
    (2,468
    )
    
    
    
    
    
    
    (15,947
    )Cash paid for acquired business, net of cash
acquired of $0, $0 and $418,000, respectively
    
    $
    
    
    
    $
    3,144
    
    
    $
    7,928
  46




---



##### 



1. Organization and Summary of Significant Accounting Policies
 Description of Business
   Principles of Consolidation
  Basis of Presentation
  47




---



##### 



Foreign Currency Translation
  Functional Currency
   Use of Estimates
  Fair Value of Financial Instruments
  Cash and Cash Equivalents
  Revenue Recognition
   48




---



##### 



49




---



##### 



Allowance For Doubtful Accounts
  December 31,(in thousands)
    
    2010
    
    
    2009Billed trade accounts receivable
    
    
    11,085
    
    
    
    10,164Unbilled trade accounts receivable
    
    
    782
    
    
    
    747Other
    
    
    16
    
    
    
    55Total receivables
    
    
    11,883
    
    
    
    10,966Allowance Rollforward:Balance at December 31, 2008
    
    $
    11Additions
    
    
    93Write offs (net of recoveries)
    
    
    (95
    )Balance at December 31, 2009
    
    $
    9Additions
    
    
    15Write offs (net of recoveries)
    
    
    (9
    )Balance at December 31, 2010
    
    $
    15
 Property and Equipment
   Capitalized Software Development
  50




---



##### 



Goodwill and Other Intangible Assets
 st
 Treasury Stock
  Income Taxes
  51




---



##### 



Earnings Per Share
   (in thousands except per share data)
    
    For the year ended December 31,2010
    
    
    2009
    
    
    2008Net income  diluted and basic
    
    
    2,753
    
    
    
    2,959
    
    
    $
    2,790Denominator  basic:Weighted average number of common
shares
    
    
    15,035
    
    
    
    14,354
    
    
    
    13,752Basic income per common share
    
    $
    0.18
    
    
    $
    0.21
    
    
    $
    0.20Denominator  diluted:Weighted average number of common
shares
    
    
    15,035
    
    
    
    14,354
    
    
    
    13,752Common share equivalents of
outstanding stock options
    
    
    288
    
    
    
    403
    
    
    
    648Common share equivalents of
unrecognized compensation expense
    
    
    551
    
    
    
    343
    
    
    
    69Weighted average number of
dilutive common equivalent shares
    
    
    15,874
    
    
    
    15,100
    
    
    
    14,469Diluted income per common share
    
    $
    0.17
    
    
    $
    0.20
    
    
    $
    0.19
  Recently Issued Accounting Statements
  52




---



##### 



2. Acquisitions
 2010 Acquisition
   Pro Forma Results.
 53




---



##### 



(Unaudited)Twelve Months Ended(in thousands except per share data)
    
    2010
    
    
    2009Total revenue
    
    $
    75,419
    
    
    $
    73,554Income from operations
    
    
    3,645
    
    
    
    1,681Net Income
    
    
    2,325
    
    
    
    1,142Basic earnings per share
    
    $
    0.15
    
    
    $
    0.08Diluted earnings per share
    
    $
    0.15
    
    
    $
    0.08
 Segment Reporting Intangibles
- Goodwill and Other
 Business Combinations
  TranSendaAccounts Receivable
    
    $
    309Property and Equipment
    
    
    91Other Assets
    
    
    58Other Liabilities
    
    
    (459
    )Customer Relationships
    
    
    100Technology
    
    
    1,000Goodwill, including Workforce
    
    
    1,369Total Fair Value of Purchase Price
    
    $
    2,468
  54




---



##### 



Fair Value Measurements
  2009 Acquisitions:
   Pro Forma Results.
 55




---



##### 



(Unaudited)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
    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
  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
 56




---



##### 



Fair value at
    
    
    Earn out
    
    
    Payment on
    
    
    Fair value atSeptember 15, 2009
    
    
    accretion
    
    
    earn-out 1
    
    
    December 31, 2010Cash contingent
consideration
    
    $
    2,747,000
    
    
    $
    396,000
    
    
    
    ($1,257,000
    )
    
    $
    1,886,000
 2008 Acquisition:
  57




---



##### 



58




---



##### 



(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
  Pro Forma Results.
 59




---



##### 



(Unaudited)Twelve Months Ended(in thousands except per share data)
    
    2008Total revenue
    
    $
    73,566Income from continuing operations before interest and
taxes
    
    
    7,783Income from continuing operations, net of taxes
    
    
    5,300Basic earnings per share:Income from continuing operations
    
    $
    0.38Diluted earnings per share:Income from continuing operations
    
    $
    0.35
 Other:
  3. Discontinued Operations
   60




---



##### 



(in thousands)
    
    2008Service revenues
    
    $
    321Loss from operations
    
    
    (2,323
    )Loss from impairment
    
    
    (2,726
    )Pretax loss
    
    
    (5,049
    )Benefit from income taxes
    
    
    2,048Net loss from discontinued operations
    
    
    (3,001
    )
   61




---



##### 



4. Property and Equipment
  December 31,
    
    
    Estimated(in thousands)
    
    2010
    
    
    2009
    
    
    Useful LifeEquipment
    
    
    10,978
    
    
    
    9,796
    
    
    5 yearsEquipment under capital leases
    
    
    5,224
    
    
    
    4,332
    
    
    5 yearsFurniture and fixtures
    
    
    2,504
    
    
    
    2,115
    
    
    7 yearsLeasehold improvements
    
    
    2,177
    
    
    
    1,913
    
    
    5 yearsComputer software costs
    
    
    11,698
    
    
    
    7,065
    
    
    5 years32,581
    
    
    
    25,221Less: Accumulated depreciation and
amortization
    
    
    (18,552
    )
    
    
    (16,181
    )Property and equipment, net
    
    
    14,029
    
    
    
    9,040
  5. Intangible Assets
  December 31,
    
    
    Estimated(in thousands)
    
    2010
    
    
    2009
    
    
    Useful LifeAmortizable intangible assets:Technology
    
    $
    1,843
    
    
    $
    843
    
    
    5-10 yearsTrademarks
    
    
    48
    
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    2,112
    
    
    
    2,012
    
    
    3-7 yearsNon-competition agreement
    
    
    349
    
    
    
    349
    
    
    2-3 years$
    4,352
    
    
    $
    3,252Accumulated amortization
    
    
    (1,922
    )
    
    
    (1,283
    )$
    2,430
    
    
    $
    1,969Unamortized intangible assets:Goodwill
    
    $
    34,302
    
    
    $
    32,933
  62




---



##### 



(in thousands)
    
    Year Ending December 312011
    
    $
    6232012
    
    
    5342013
    
    
    3372014
    
    
    3092015
    
    
    160Thereafter
    
    
    467$
    2,430
  (in thousands)
    
    2010
    
    
    2009Balance at the beginning of year
    
    $
    32,933
    
    
    $
    27,391Acquisition of businesses
    
    
    1,369
    
    
    
    5,905Changes to goodwill due to tax contingencies
    
    
    
    
    
    
    (363
    )Balance at end of year
    
    $
    34,302
    
    
    $
    32,933
 6. Accrued Expenses
  December 31,(in thousands)
    
    2010
    
    
    2009Accrued compensation
    
    
    2,585
    
    
    
    2,797Accrued consulting fees
    
    
    241
    
    
    
    255Accrued other
    
    
    1,457
    
    
    
    1,0824,283
    
    
    
    4,134
 7. Capital Lease Obligations
  8. Stock Based Compensation
 Compensation  Stock Compensation
 63




---



##### 



For the year ended
    
    
    For the year ended
    
    
    For the year ended(in thousands)

    
    December 31, 2010
    
    
    December 31, 2009
    
    
    December 31, 2008Cost of revenues
    
    $
    750
    
    
    $
    598
    
    
    $
    386Sales and marketing
    
    
    171
    
    
    
    81
    
    
    
    83General and administrative
    
    
    159
    
    
    
    81
    
    
    
    94Stock-based compensation
expense before income
taxes
    
    $
    1,080
    
    
    $
    760
    
    
    $
    563
  2010
    
    
    2009
    
    
    2008Risk-free interest rate (range)
    
    
    1.59-2.44
    %
    
    
    2.06-2.33
    %
    
    
    2.29-2.63
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    52.00-53.00
    %
    
    
    61.00
    %
    
    
    55.00-56.00
    %Expected term (in years)
    
    
    5.00
    
    
    
    5.00
    
    
    
    4.00-5.00
 Expected Volatility.
 Expected Term.
 64




---



##### 



Risk-Free Interest Rate
 Dividend Yield
 Pre-Vesting Forfeitures
 Stock Options
 Fiscal 2010
 Weighted Average(in thousands)
    
    
    
    
    
    Weighted Average
    
    
    Remaining
    
    
    Aggregate IntrinsicStock Options
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    ValueOutstanding at
December 31, 2009
    
    
    1,866
    
    
    $
    4.29
    
    
    
    3.83
    
    
    $
    2,062Granted
    
    
    216
    
    
    
    4.29
    
    
    
    6.80
    
    
    
    37Exercised
    
    
    (309
    )
    
    
    0.96
    
    
    
    
    
    
    
    1,081Forfeited or expired
    
    
    (56
    )
    
    
    5.97
    
    
    
    
    
    
    
    0Outstanding at
December 31, 2010
    
    
    1,717
    
    
    $
    4.83
    
    
    
    3.78
    
    
    $
    1,246Unvested at
December 31, 2010
    
    
    516
    
    
    
    5.08
    
    
    
    5.15
    
    
    
    250Exercisable at
December 31, 2010
    
    
    1,201
    
    
    $
    4.72
    
    
    
    3.19
    
    
    $
    996
 65




---



##### 



Fiscal 2009
 Weighted Average(in thousands)
    
    
    
    
    
    Weighted Average
    
    
    Remaining
    
    
    Aggregate IntrinsicStock Options
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    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
     66




---



##### 



Weighted AverageNumber of Shares
    
    
    Option Grant Date(in thousands)
    
    Underlying Options
    
    
    Fair ValueNon-vested at December 31, 2007
    
    
    228
    
    
    $
    5.47Granted
    
    
    395
    
    
    $
    7.53Vested
    
    
    (82
    )
    
    $
    3.78Non-vested at December 31, 2008
    
    
    541
    
    
    $
    7.23Granted
    
    
    298
    
    
    $
    3.06Vested
    
    
    (277
    )
    
    $
    6.13Non-vested at December 31, 2009
    
    
    562
    
    
    $
    5.56Granted
    
    
    216
    
    
    $
    4.29Vested
    
    
    (262
    )
    
    $
    5.46Non-vested at December 31, 2010
    
    
    516
    
    
    $
    5.08
    Options Outstanding
    
    
    Options ExercisableWeighted Average
    
    
    
    
    
    
    Number
    
    
    Weighted AverageRange of Exercise
    
    Number Outstanding
    
    
    Remaining
    
    
    Weighted Average
    
    
    Exercisable(in
    
    
    Remaining
    
    
    Weighted AveragePrices
    
    (in thousands)
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    thousands)
    
    
    Contractual Life
    
    
    Exercise Price$0.66-$0.88
    
    
    38
    
    
    0.75 years
    
    $
    0.77
    
    
    
    38
    
    
    0.50 years
    
    $
    0.77$1.00-$1.16
    
    
    120
    
    
    0.88 years
    
    $
    1.10
    
    
    
    120
    
    
    0.88 years
    
    $
    1.10$1.28-$2.80
    
    
    61
    
    
    2.10 years
    
    $
    2.80
    
    
    
    61
    
    
    2.10 years
    
    $
    2.80$3.04-$5.10
    
    
    910
    
    
    4.38 years
    
    $
    3.88
    
    
    
    574
    
    
    3.63 years
    
    $
    3.97$6.97-$8.06
    
    
    588
    
    
    3.82 years
    
    $
    7.54
    
    
    
    408
    
    
    3.66 years
    
    $
    7.50$0.63-$8.06
    
    
    1,717
    
    
    3.78 years
    
    $
    4.83
    
    
    
    1,201
    
    
    3.19 years
    
    $
    4.72
 67




---



##### 



Restricted Stock Units:
  Number of
    
    Weighted AverageRestricted Stock
    
    Grant Date Fair(in thousands)
    
    Units
    
    ValueBalance at December 31, 2007
    
    
    25,000Granted
    
    
    47,500
    
    
    $
    7.33Balance at December 31, 2008
    
    
    72,500Granted
    
    
    100,000
    
    
    $
    3.41Balance at December 31, 2009
    
    
    172,500Granted
    
    
    232,500
    
    
    $
    4.51Issued to Common Stock (1)
    
    
    (60,000
    )Canceled
    
    
    (5,000
    )Balance at December 31, 2010
    
    
    340,000
 
 (1)
    
    48,000 shares of common stock were issued to the employees, 12,000 shares were
withheld for taxes.       68




---



##### 



9. Commitments
   Year Ending(in thousands)
    
    December 31, 20102011
    
    
    2,6132012
    
    
    2,9642013
    
    
    2,7722014
    
    
    2,5502015
    
    
    2,467Thereafter
    
    
    7,172$
    20,538
    10. Employee Benefit Plan
  69




---



##### 



11. Major Customers
  12. Income Taxes
  For the year ended December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    661
    
    
    $
    1,040
    
    
    $
    2,036State and local
    
    
    363
    
    
    
    356
    
    
    
    136Foreign
    
    
    130
    
    
    
    25
    
    
    
    1671,154
    
    
    
    1,421
    
    
    $
    2,339Deferred:Federal
    
    
    325
    
    
    
    317
    
    
    
    730State and local
    
    
    33
    
    
    
    (172
    )
    
    
    42Foreign
    
    
    64
    
    
    
    191
    
    
    
    422
    
    
    
    336
    
    
    
    772Income tax provision from
continuing operations
    
    $
    1,576
    
    
    $
    1,757
    
    
    $
    3,111
  For the year ended December 31,2010
    
    
    2009
    
    
    2008Tax provision at statutory rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State and local income taxes, net of federal benefit
    
    
    6.3
    %
    
    
    4.1
    %
    
    
    2.8
    %Permanent differences
    
    
    1.0
    %
    
    
    0.6
    %
    
    
    0.4
    %Foreign rate difference
    
    
    (0.9
    )%
    
    
    (0.9
    )%
    
    
    (0.5
    )%Federal credit for increasing research activities
    
    
    (5.4
    )%
    
    
    
    
    
    
    Other
    
    
    1.4
    %
    
    
    (0.5
    )%
    
    
    (1.9
    )%Effective income tax rate from continuing
operations
    
    
    36.4
    %
    
    
    37.3
    %
    
    
    34.8
    %
 70




---



##### 



For the year ended December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Domestic income before income tax
    
    $
    3,722
    
    
    $
    4,080
    
    
    $
    8,290Foreign income before income tax.
    
    
    607
    
    
    
    636
    
    
    
    612Total income
before income tax from continuing operations
    
    $
    4,329
    
    
    $
    4,716
    
    
    $
    8,902
  For the year ended December 31,(in thousands)
    
    2010
    
    
    2009Deferred tax assets:Accrued expenses
    
    $
    83
    
    
    $
    104Allowance for doubtful accounts
    
    
    6
    
    
    
    4Deferred revenue
    
    
    3,220
    
    
    
    2,952Net operating loss carryforwards
    
    
    130
    
    
    
    317Restricted stock
    
    
    415
    
    
    
    279Stock options
    
    
    574
    
    
    
    429Amortization of acquisition costs
    
    
    665
    
    
    
    State tax depreciation
    
    
    284
    
    
    
    Total deferred tax assets
    
    
    5,377
    
    
    
    4,085Deferred tax liabilities:Excess of tax over book depreciation
    
    
    (2,511
    )
    
    
    (1,126
    )Amortization of acquisition costs
    
    
    (543
    )
    
    
    (358
    )Prepaid expenses
    
    
    (399
    )
    
    
    (398
    )Total deferred tax liabilities
    
    
    (3,453
    )
    
    
    (1,882
    )Valuation allowance
    
    
    (16
    )
    
    
    Net deferred tax assets
    
    $
    1,908
    
    
    $
    2,203
  71




---



##### 



December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2008Balance at the beginning of the period
    
    
    
    
    
    
    
    
    
    
    Additions
based on tax positions related to the current year
    
    $
    57
    
    
    
    
    
    
    
    Additions for tax positions of prior years
    
    
    
    
    
    
    
    
    
    
    Reductions for tax positions of prior years
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    
    
    
    
    
    
    
    
    Balance at end of year
    
    $
    57
    
    
    
    
    
    
    
    
   72




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##### 



13. Foreign Operations
  (in thousands)
    
    2010
    
    
    2009
    
    
    2008United States
    
    $
    49,204
    
    
    $
    41,404
    
    
    $
    39,933United Kingdom
    
    
    3,390
    
    
    
    2,732
    
    
    
    4,258Continental Europe
    
    
    8,219
    
    
    
    10,892
    
    
    
    10,360Canada
    
    
    519
    
    
    
    817
    
    
    
    672Asia/Pacific
    
    
    1,297
    
    
    
    1,399
    
    
    
    868Other
    
    
    85
    
    
    
    149
    
    
    
    90$
    62,714
    
    
    $
    57,393
    
    
    $
    56,181
  14. Related Party Transactions
  15. Subsequent Event
  73




---



##### 



Quarterly Financial 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)
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Service revenues
    
    
    16,466
    
    
    
    15,969
    
    
    
    15,533
    
    
    
    14,746
    
    
    
    14,851
    
    
    
    14,146
    
    
    
    13,921
    
    
    
    14,475Reimbursement revenues
    
    
    3,061
    
    
    
    2,352
    
    
    
    3,703
    
    
    
    3,358
    
    
    
    5,366
    
    
    
    4,227
    
    
    
    3,142
    
    
    
    2,595Total revenues
    
    
    19,527
    
    
    
    18,321
    
    
    
    19,236
    
    
    
    18,104
    
    
    
    20,217
    
    
    
    18,373
    
    
    
    17,063
    
    
    
    17,070Cost and expenses:Cost of service revenues
    
    
    10,450
    
    
    
    10,212
    
    
    
    9,946
    
    
    
    8,951
    
    
    
    9,024
    
    
    
    8,937
    
    
    
    8,608
    
    
    
    9,061Cost of reimbursement revenues
    
    
    3,061
    
    
    
    2,352
    
    
    
    3,703
    
    
    
    3,358
    
    
    
    5,366
    
    
    
    4,227
    
    
    
    3,142
    
    
    
    2,595Sales and marketing expenses
    
    
    2,139
    
    
    
    2,090
    
    
    
    2,565
    
    
    
    2,210
    
    
    
    2,113
    
    
    
    1,617
    
    
    
    2,166
    
    
    
    2,156General and administrative expenses
    
    
    2,389
    
    
    
    2,069
    
    
    
    1,916
    
    
    
    2,072
    
    
    
    1,871
    
    
    
    1,759
    
    
    
    1,867
    
    
    
    1,917Amortization of intangible assets
related to acquisitions
    
    
    165
    
    
    
    194
    
    
    
    138
    
    
    
    141
    
    
    
    145
    
    
    
    112
    
    
    
    112
    
    
    
    119Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    466
    
    
    
    Mergers and acquisitions expense
    
    
    114
    
    
    
    119
    
    
    
    311
    
    
    
    205
    
    
    
    94
    
    
    
    560
    
    
    
    
    
    
    
    Total cost and expenses
    
    
    18,318
    
    
    
    17,036
    
    
    
    18,579
    
    
    
    16,937
    
    
    
    18,613
    
    
    
    17,212
    
    
    
    16,361
    
    
    
    15,848Income from operations
    
    
    1,209
    
    
    
    1,285
    
    
    
    657
    
    
    
    1,167
    
    
    
    1,604
    
    
    
    1,161
    
    
    
    702
    
    
    
    1,222Interest income
    
    
    5
    
    
    
    10
    
    
    
    2
    
    
    
    6
    
    
    
    4
    
    
    
    5
    
    
    
    10
    
    
    
    22Interest expense
    
    
    (5
    )
    
    
    (0
    )
    
    
    (4
    )
    
    
    (3
    )
    
    
    (7
    )
    
    
    (1
    )
    
    
    (3
    )
    
    
    (2
    )Income before tax
    
    
    1,209
    
    
    
    1,295
    
    
    
    655
    
    
    
    1,170
    
    
    
    1,601
    
    
    
    1,165
    
    
    
    709
    
    
    
    1,242Income tax provision
    
    
    (378
    )
    
    
    (487
    )
    
    
    (252
    )
    
    
    (459
    )
    
    
    (658
    )
    
    
    (463
    )
    
    
    (180
    )
    
    
    (456
    )Net income
    
    
    831
    
    
    
    808
    
    
    
    403
    
    
    
    711
    
    
    
    943
    
    
    
    702
    
    
    
    529
    
    
    
    786Basic earnings per share:Net Income
    
    
    0.05
    
    
    
    0.05
    
    
    
    0.03
    
    
    
    0.05
    
    
    
    0.07
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05Diluted earnings per share:Net Income
    
    
    0.05
    
    
    
    0.05
    
    
    
    0.03
    
    
    
    0.05
    
    
    
    0.06
    
    
    
    0.05
    
    
    
    0.04
    
    
    
    0.05Weighted average shares used to
calculate earnings per share:Basic
    
    
    15,246
    
    
    
    15,174
    
    
    
    15,115
    
    
    
    14,545
    
    
    
    14,358
    
    
    
    14,367
    
    
    
    14,356
    
    
    
    14,341Diluted
    
    
    15,981
    
    
    
    15,796
    
    
    
    16,065
    
    
    
    15,382
    
    
    
    15,158
    
    
    
    15,146
    
    
    
    15,118
    
    
    
    15,085
 74




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##### 



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  Item 9A.
    
    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.
  75




---



##### 



Internal Control-Integrated Framework.
   Changes in internal control over financial reporting
 Item 9B.
    
    Other Information.
  76




---



##### 



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.
 77




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##### 



SIGNATURES
  BIOCLINICA, INC.By:

/s/ Mark L. WeinsteinMark L. Weinstein,President and Chief Executive Officer 78




---



##### 



Signature
    
    Title
    
    Date/s/ Mark L. Weinstein

Mark L. Weinstein
    
    President and Chief 
Executive Officer and Director
(principal executive officer)
    
    February 28, 2011/s/ Ted I. Kaminer

Ted I. Kaminer
    
    Executive Vice President of 
Finance and Administration and
Chief Financial Officer
(principal financial and accounting officer)
    
    February 28, 2011/s/ Jeffrey H. Berg, Ph.D.

Jeffrey H. Berg, Ph.D.
    
    Director
    
    February 28, 2011/s/ Richard F. Cimino

Richard F. Cimino
    
    Director
    
    February 28, 2011/s/ E. Martin Davidoff, CPA, Esq.

E. Martin Davidoff, CPA, Esq.
    
    Director
    
    February 28, 2011/s/ James Lovett, Esq.

James Lovett, Esq.
    
    Director
    
    February 28, 2011/s/ David E. Nowicki, D.M.D.

David E. Nowicki, D.M.D.
    
    Chairman of the Board and Director
    
    February 28, 2011/s/ Wallace P. Parker

Wallace P. Parker
    
    Director
    
    February 28, 2011/s/ Adeoye Y. Olukotun

Adeoye Y. Olukotun, M.D., M.P.H.,
F.A.C.C., FAHA
    
    Director
    
    February 28, 2011/s/ James A. Taylor, Ph.D.

James A. Taylor, Ph.D.
    
    Director
    
    February 28, 2011
 79




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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, 2009.4.4
    
    Registration Rights Agreement, dated March 25, 2010, between
BioClinica, Inc. and TranSenda International LLC and each common
member of TranSenda International, LLC. Incorporated by reference
to Exhibit 4.1 of our Current Report on Form 8-K, dated March 26,
2010.4.5
    
    Committed Line of Credit Note dated May 5, 2010, by and between
BioClinica, Inc. and Oxford Bio-Imaging Research, Inc. and PNC
Bank, National Association. Incorporated by reference to Exhibit
4.1 of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2010.10.1*
    
    2010 Stock Incentive Plan, adopted by the stockholders of
BioClinica, Inc. on May 10, 2010. Incorporated by reference to
Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter
ended June 30, 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.
 80




---



##### 



ExhibitNo.
    
    Description of Exhibit10.4
    
    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, 1999.10.6*
    
    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 10-K 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.
Incorporated by reference to Exhibit 10.8 of our Annual Report on
Form 10-K for fiscal year ended December 31, 2009.10.9*
    
    Form of Amended and Restated Executive Retention Agreement by and
between BioClinica, Inc. and certain executive officers.
Incorporated by reference to Exhibit 10.9 of our Annual Report on
Form 10-K for fiscal year ended December 31, 2009.10.10*
    
    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, 2009.10.11
    
    Loan Agreement dated May 5, 2010, by and between BioClinica, Inc.
and Oxford Bio-Imaging Research, Inc. and PNC Bank, National
Association. Incorporated by reference to Exhibit 10.1 of our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2010.21
    
    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 15(b) 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. 81