##### Table of Contents



United States
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File No. 001-11182
 BIOCLINICA, INC.
 
 Delaware
    
    11-2872047(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 
 
  þ o
  o o
 
 *
    
    The registrant has not yet been phased into the interactive data requirement.  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, $0.00025 par value
    
    
    15,149,187




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATION.Item 1.
    
    Financial Statements
    
    
    1CONSOLIDATED BALANCE SHEETS (unaudited)
as of March 31, 2010 and December 31, 2009
    
    
    2CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Three Months Ended March 31, 2010 and 2009
    
    
    3CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Three Months Ended March 31, 2010 and 2009
    
    
    4CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) For the Three Months Ended March 31, 2010 and 2009
    
    
    6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    17Overview
    
    
    17Forward Looking Statements
    
    
    18Recent Accounting Pronouncements
    
    
    19Results of Operations
    
    
    20Business Segments
    
    
    23Liquidity and Capital Resources
    
    
    23Changes to Critical Accounting Policies and Estimates
    
    
    25Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4T.
    
    Controls and Procedures
    
    
    26PART II.
    
    OTHER INFORMATION.Item 1.
    
    Legal Proceedings
    
    
    27Item 1A.
    
    Risk Factors
    
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3.
    
    Defaults Upon Senior Securities
    
    
    36Item 4.
    
    (REMOVED AND RESERVED)
    
    
    36Item 5.
    
    Other Information
    
    
    36Item 6.
    
    Exhibits
    
    
    36SIGNATURES
    
    
    38EX-4.1EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
  -i-




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PART I. FINANCIAL INFORMATION .
 
 Item 1.
    
    Financial Statements.
    -1-




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##### Table of Contents



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,(in thousands)
    
    2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,469
    
    
    $
    14,570Accounts receivable, net
    
    
    10,107
    
    
    
    10,966Prepaid expenses and other current assets
    
    
    1,963
    
    
    
    1,869Deferred income taxes
    
    
    2,970
    
    
    
    3,370Total current assets
    
    
    28,509
    
    
    
    30,775Property and equipment, net
    
    
    11,118
    
    
    
    9,040Intangibles, net
    
    
    2,928
    
    
    
    1,969Goodwill
    
    
    34,327
    
    
    
    32,933Deferred income tax
    
    
    35
    
    
    
    Other assets
    
    
    622
    
    
    
    620Total assets
    
    $
    77,539
    
    
    $
    75,337LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,229
    
    
    $
    3,899Accrued expenses and other current liabilities
    
    
    3,787
    
    
    
    4,134Deferred revenue
    
    
    13,031
    
    
    
    14,256Current liability for acquisition earn-out
    
    
    1,220
    
    
    
    1,184Total current liabilities
    
    
    22,267
    
    
    
    23,473Long-term liability for acquisition earn-out
    
    
    1,715
    
    
    
    1,657Deferred income tax
    
    
    1,034
    
    
    
    1,167Other liabilities
    
    
    586
    
    
    
    505Total liabilities
    
    $
    25,602
    
    
    $
    26,802Stockholders equity:Preferred stock  $0.00025 par value;
authorized 3,000,000 shares, 0 issued and
outstanding at March 31, 2010 and at December
31, 2009
    
    
    
    
    
    
    Common stock  $0.00025 par value; authorized
36,000,000 shares, issued and outstanding
15,149,187 shares at March 31, 2010 and
14,394,374 shares at December 31, 2009
    
    
    4
    
    
    
    4Common stock consideration for earn-out
    
    
    1,309
    
    
    
    1,309Additional paid-in capital
    
    
    45,872
    
    
    
    43,104Retained earnings
    
    
    4,750
    
    
    
    4,039Accumulated other comprehensive income
    
    
    2
    
    
    
    79Total stockholders equity
    
    $
    51,937
    
    
    $
    48,535Total liabilities and stockholders equity
    
    $
    77,539
    
    
    $
    75,337
  -2-




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BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 For the Three Months endedMarch 31,(in thousands, except per share data)
    
    2010
    
    
    2009Service revenues
    
    $
    14,746
    
    
    $
    14,475Reimbursement revenues
    
    
    3,358
    
    
    
    2,595Total revenues
    
    
    18,104
    
    
    
    17,070Cost and expenses:Cost of service revenues
    
    
    8,951
    
    
    
    9,061Cost of reimbursement revenues
    
    
    3,358
    
    
    
    2,595Sales and marketing expenses
    
    
    2,210
    
    
    
    2,156General and administrative expenses
    
    
    2,072
    
    
    
    1,917Amortization of intangible assets
related to acquisitions
    
    
    141
    
    
    
    119Mergers and acquisitions related costs
    
    
    205
    
    
    
    Total cost and expenses
    
    
    16,937
    
    
    
    15,848Income from operations
    
    
    1,167
    
    
    
    1,222Interest income
    
    
    6
    
    
    
    22Interest expense
    
    
    (3
    )
    
    
    (2
    )Income before income tax
    
    
    1,170
    
    
    
    1,242Income tax provision
    
    
    (459
    )
    
    
    (456
    )Net income
    
    $
    711
    
    
    $
    786Basic income per common share
    
    $
    0.05
    
    
    $
    0.05Weighted average number of common shares
    
    
    14,545
    
    
    
    14,341Diluted income per common share
    
    $
    0.05
    
    
    $
    0.05Weighted average number of diluted shares
    
    
    15,382
    
    
    
    15,085
  -3-




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BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months endedMarch 31,(in thousands)
    
    2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    711
    
    
    $
    786Adjustments to reconcile net income to net cash provided by operating
activities, net of acquisition:Depreciation and amortization
    
    
    728
    
    
    
    486Provision for deferred income taxes
    
    
    163
    
    
    
    854Bad debt recovery
    
    
    (9
    )
    
    
    (11
    )Stock based compensation expense
    
    
    235
    
    
    
    204Accretion of acquisition earn-out
    
    
    94
    
    
    
    Changes in operating assets and liabilities, net of acquisitions:Decrease in accounts receivable
    
    
    1,246
    
    
    
    2,268(Increase) decrease in prepaid expenses and other current assets
    
    
    (168
    )
    
    
    268Decrease in other assets
    
    
    11
    
    
    
    90Decrease in accounts payable
    
    
    (153
    )
    
    
    (365
    )Decrease in accrued expenses and other current liabilities
    
    
    (624
    )
    
    
    (2,287
    )Decrease in deferred revenue
    
    
    (1,218
    )
    
    
    (1,723
    )Increase (decrease) in other liabilities
    
    
    122
    
    
    
    (1
    )Net cash provided by operating activities
    
    $
    1,138
    
    
    $
    569Cash flows from investing activities:Purchases of property and equipment
    
    $
    (2,255
    )
    
    $
    (397
    )Net cash received for sale of assets of discontinued operations
    
    
    
    
    
    
    500Net cash (used in) provided by investing activities
    
    $
    (2,255
    )
    
    $
    103Cash flows from financing activities:Payments under equipment lease obligations
    
    $
    
    
    
    $
    (19
    )Excess tax benefit related to stock options
    
    
    27
    
    
    
    Proceeds from exercise of stock options
    
    
    38
    
    
    
    Net cash provided by (used in) financing activities
    
    $
    65
    

    
    $
    (19
    )Effect of exchange rate changes on cash
    
    
    (49
    )
    
    
    (35
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,101
    )
    
    
    618Cash and cash equivalents at beginning of period
    
    
    14,570
    
    
    
    14,265Cash and cash equivalents at end of period
    
    $
    13,469
    
    
    $
    14,883Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    3
    
    
    $
    2Cash paid during the period for income taxes
    
    $
    171
    
    
    $
    158
  -4-




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BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months EndedMarch 31,2010
    
    2009Supplemental cash flow disclosure(in thousands)Schedule of non cash investing and financing activities:Increase in property, plant and equipment acquisitions
in accounts payable
    
    $
    587
    
    
    $
    127
 For the Three Months EndedMarch 31,2010
    
    2009Acquired business(in thousands)Accounts receivable
    
    $
    309
    
    
    $
    Property and equipment
    
    
    91
    
    
    
    Other assets
    
    
    33
    
    
    
    Customer relationships
    
    
    100
    
    
    
    Technology
    
    
    1,000Goodwill, including workforce
    
    
    1,394Current liabilities assumed
    
    
    (459
    )
    
    
    Common stock issued
    
    
    (2,468
    )
    
    
    Cash paid for acquired business, net of
cash acquired for the three months ended
March 31, 2010 of $0
    
    $
    
    
    
    $
    
  -5-




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BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 For the Three Months EndedMarch 31,2010
    
    2009Statement of comprehensive income(in thousands)Net income
    
    $
    711
    
    
    $
    786Equity adjustment from foreign currency translation
    
    
    (77
    )
    
    
    (170
    )Total comprehensive income
    
    $
    634
    
    
    $
    616
  -6-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Interim Financial Statements
 Basis of Presentation.
    Acquisitions.
  Functional Currency.
  -7-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 2  Stockholders Equity Rollforward
  CommonStock
    
    
    Accumu-
    
    
    OtherConsid-
    
    
    lated
    
    
    Compre-Additional
    
    
    eration
    
    
    (Deficit)
    
    
    hensive
    
    
    Stock-Common Stock
    
    
    Paid-in
    
    
    for
    
    
    Retained
    
    
    Gain
    
    
    holders(in thousands)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earn-out
    
    
    Earnings
    
    
    (Loss)
    
    
    EquityBalance at December 31, 2009
    
    
    14,394
    
    
    $
    4
    
    
    $
    43,104
    
    
    $
    1,309
    
    
    $
    4,039
    
    
    $
    79
    
    
    $
    48,535Stock options exercised
    
    
    177
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Stock consideration for acquisitions
    
    
    578
    
    
    
    
    
    
    
    2,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,468Stock based compensation
    
    
    
    
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235Tax benefit on exercise of stock options
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27Equity adjustment from foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77
    )
    
    
    (77
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    711
    
    
    
    
    
    
    
    711Balance at March 31, 2010
    
    
    15,149
    
    
    $
    4
    
    
    $
    45,872
    
    
    $
    1,309
    
    
    $
    4,750
    
    
    $
    2
    
    
    $
    51,937
 Note 3  Earnings Per Share
  -8-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Three Months EndedMarch 31,(in thousands except share data)
    
    2010
    
    
    2009Net income   basic and diluted
    
    $
    711
    
    
    $
    786Denominator  basic:Weighted average number
of common shares
    
    
    14,545
    
    
    
    14,341Basic income per common share
    
    $
    0.05
    
    
    $
    0.05Denominator  diluted:Weighted average number
of common shares
    
    
    14,545
    
    
    
    14,341Common share equivalents
of outstanding stock options
    
    
    467
    
    
    
    434Common share equivalents of
unrecognized compensation expense
    
    
    370
    
    
    
    310Weighted average number of
dilutive common equivalent shares
    
    
    15,382
    
    
    
    15,085Diluted income per
common share
    
    $
    0.05
    
    
    $
    0.05
  Note 4  Commitments and Contingencies
  Note 5  Accounts Receivable and Allowance for Doubtful Accounts
 -9-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (in thousands)
    
    March 31, 2010
    
    
    December 31, 2009Billed trade accounts receivable
    
    $
    9,305
    
    
    $
    10,164Unbilled trade accounts receivable
    
    
    784
    
    
    
    747Other
    
    
    18
    
    
    
    55Total Receivables
    
    $
    10,107
    
    
    $
    10,966Allowance Rollforward (in thousands):Balance at January 1, 2010
    
    $
    9Additions
    
    
    0Write offs (Recoveries)
    
    
    9Balance at March 31, 2010
    
    $
    0
 Note 6  Income Taxes
   -10-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      Note 7  Acquisitions
 2010 Acquisition
   -11-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Pro Forma Results.
 Three Months EndedMarch 31,(in thousands except per share data)
    
    2010
    
    2009Total revenue
    
    $
    18,335
    
    
    $
    17,278Income from operations
    
    
    549
    
    
    
    525Net Income
    
    
    334
    
    
    
    349Basic earnings per share
    
    $
    0.02
    
    
    $
    0.02Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.02
 Segment Reporting Intangibles
 Goodwill and Other
   -12-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 TranSendaAccounts Receivable
    
    $
    309Property and Equipment
    
    
    91Other Assets
    
    
    33Other Liabilities
    
    
    (459
    )Customer Relationships
    
    
    100Technology
    
    
    1,000Goodwill, including Workforce
    
    
    1,394Total Fair Value of Purchase Price
    
    $
    2,468
  Fair Value Measurements
  2009 Acquisitions
   -13-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Pro Forma Results.
 Three MonthsEnded March(in thousands except per share data)
    
    31, 2009Total revenue
    
    $
    18,095Income from operations
    
    
    1,301Net income
    
    
    835Basic earnings per share
    
    $
    0.06Diluted earnings per share:
    
    $
    0.06
 Segment Reporting Intangibles  Goodwill and Other
  -14-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  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
   Fair Value Measurements
  -15-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 8  Intangible Assets
  March 31,
    
    
    Estimated(in thousands)
    
    2010
    
    
    Useful LifeAmortized intangible assets:Technology
    
    $
    1,843
    
    
    5 yearsTrademarks
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    2,113
    
    
    
    3 to 7 yearsNon-competition agreement
    
    
    349
    
    
    
    2 to 3 years4,353Accumulated amortization
    
    
    (1,425
    )$
    2,928Unamortized intangible assets:Goodwill
    
    $
    34,327
  Year Ending(in thousands)
    
    December 31,2010
    
    $
    5902011
    
    
    7462012
    
    
    6602013
    
    
    4322014
    
    
    3992015
    
    
    101$
    2,928
  (in thousands)Balance at December 31, 2009
    
    $
    32,933Acquisition of business
    
    
    1,394Balance at March 31, 2010
    
    $
    34,327
 Note 9  Subsequent Events
  -16-




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Overview
  Market for our Services
  Sales and Backlog
    -17-




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Acquisitions
   
 Forward Looking Statements
  -18-




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Recent Accounting Pronouncements
  -19-




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Results of Operations
 Three Months Ended March 31, 2010 and 2009
 Three
    
    
    
    
    
    ThreeMonths
    
    
    
    
    
    Monthsended
    
    % of
    
    ended
    
    % ofMarch
    
    Total
    
    March
    
    Total
    
    
    
    
    
    %(in thousands)
    
    31, 2010
    
    Revenue
    
    31, 2009
    
    Revenue
    
    $ Change
    
    ChangeService revenues
    
    $
    14,746
    
    
    
    81.5
    %
    
    $
    14,475
    
    
    
    84.8
    %
    
    $
    271
    
    
    
    1.9
    %Reimbursement revenues
    
    
    3,358
    
    
    
    18.5
    %
    
    
    2,595
    
    
    
    15.2
    %
    
    
    763
    
    
    
    29.4
    %Total revenues
    
    
    18,104
    
    
    
    100.0
    %
    
    
    17,070
    
    
    
    100.0
    %
    
    
    1,034
    
    
    
    6.1
    %Cost and expenses:Cost of service revenues
    
    
    8,951
    
    
    
    49.4
    %
    
    
    9,061
    
    
    
    53.1
    %
    
    
    (110
    )
    
    
    -1.2
    %Cost of reimbursement revenues
    
    
    3,358
    
    
    
    18.5
    %
    
    
    2,595
    
    
    
    15.2
    %
    
    
    763
    
    
    
    29.4
    %Sales and marketing expenses
    
    
    2,210
    
    
    
    12.2
    %
    
    
    2,156
    
    
    
    12.6
    %
    
    
    54
    
    
    
    2.5
    %General and administrative expenses
    
    
    2,072
    
    
    
    11.4
    %
    
    
    1,917
    
    
    
    11.2
    %
    
    
    155
    
    
    
    8.1
    %Amortization of intangible assets
related to
acquisitions
    
    
    141
    
    
    
    0.8
    %
    
    
    119
    
    
    
    0.7
    %
    
    
    22
    
    
    
    18.5
    %Mergers and acquisitions related costs
    
    
    205
    
    
    
    1.1
    %
    
    
    
    
    
    
    0.0
    %
    
    
    205
    
    
    
    Total cost and expenses
    
    
    16,937
    
    
    
    93.6
    %
    
    
    15,848
    
    
    
    92.8
    %
    
    
    1,089
    
    
    
    6.9
    %Income from operations
    
    
    1,167
    
    
    
    6.4
    %
    
    
    1,222
    
    
    
    7.2
    %
    
    
    (55
    )
    
    
    -4.5
    %Interest income
    
    
    6
    
    
    
    0.0
    %
    
    
    22
    
    
    
    0.1
    %
    
    
    (16
    )
    
    
    -72.7
    %Interest expense
    
    
    (3
    )
    
    
    0.0
    %
    
    
    (2
    )
    
    
    0.0
    %
    
    
    (1
    )
    
    
    50.0
    %Income before income tax
    
    
    1,170
    
    
    
    6.5
    %
    
    
    1,242
    
    
    
    7.3
    %
    
    
    (72
    )
    
    
    -5.8
    %Income tax provision
    
    
    (459
    )
    
    
    -2.5
    %
    
    
    (456
    )
    
    
    -2.7
    %
    
    
    (3
    )
    
    
    0.7
    %Net income
    
    $
    711
    
    
    
    3.9
    %
    
    $
    786
    
    
    
    4.6
    %
    
    $
    (75
    )
    
    
    -9.5
    %
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Business Segments and Geographic Information
   
 Liquidity and Capital Resources
  Statement of Cash Flow for the three months ended March 31, 2010 compared to March 31, 2009
 Three Months
    
    Three MonthsEnded
    
    Ended(in thousands)
    
    March 31, 2010
    
    March 31, 2009Net cash provided by operating activities
    
    $
    1,138
    
    
    $
    569Net cash (used in) provided by investing activities
    
    $
    (2,255
    )
    
    $
    103Net cash provided by (used in) financing activities
    
    $
    65
    
    
    $
    (19
    )
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Payments Due By Period(in thousands)
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFacility rent operating
leases
    
    $
    18,987,000
    
    
    $
    1,624,000
    
    
    $
    3,884,000
    
    
    $
    4,594,000
    
    
    $
    8,885,000Employment agreements
    
    
    1,064,000
    
    
    
    725,000
    
    
    
    339,000
    
    
    
    
    
    
    
    Earn-outs for
Tourtellotte
acquisition
    
    
    3,258,000
    
    
    
    1,258,000
    
    
    
    2,000,000
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    23,309,000
    
    
    $
    3,607,000
    
    
    $
    6,223,000
    
    
    $
    4,594,000
    
    
    $
    8,885,000
     
    
    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.
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Changes to Critical Accounting Policies and Estimates
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
    -25-




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Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
 Changes in internal control over financial reporting
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PART II. OTHER INFORMATION .
 
 Item 1. Legal Proceedings.
  
 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 raise capital.
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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.
  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.
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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.
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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.
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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.
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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.
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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.
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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
    
    
    15,149Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,803Exercise of options which have not been granted
    
    
    432Restricted stock units outstanding
    
    
    332Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    17,716
  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.
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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.
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Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
 4.1
    
    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.10.1
    
    Loan Agreement dated May 5, 2010, by and
between BioClinica, Inc. and Oxford Bio-Imaging Research, Inc. and PNC
Bank, National Association.31.1
    
    Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).31.2
    
    Certification of principal financial and
accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith).
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32.1
    
    Certification of principal executive officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
1350 (furnished herewith).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 (furnished herewith).
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BIOCLINICA, INC.DATE:   May 6, 2010
    By:
    /s/ Mark L. WeinsteinMark L. Weinstein, President and Chief Executive Officer (Principal Executive Officer)DATE:   May 6, 2010
    By:
    /s/ Ted I. KaminerTed I. Kaminer, Executive Vice President of Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer) -38-