United States
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2009
 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
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 (Address of Principal Executive Offices) (Zip Code)
 (Registrants Telephone Number, Including Area Code)
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
  Class
    
    Number of SharesCommon Stock, $0.00025 par value
    
    14,358,836




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION.Item 1. Financial Statements (Unaudited)
    
    
    1CONSOLIDATED BALANCE SHEETS
as of June 30, 2009 and December 31, 2008
    
    
    2CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended June 30, 2009 and 2008
    
    
    3CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended June 30, 2009 and 2008
    
    
    4CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2009 and 2008
    
    
    5NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
    
    7Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    16Overview
    
    
    16Forward Looking Statements
    
    
    17Recent Accounting Pronouncements
    
    
    18Results of Operations
    
    
    21Business Segments
    
    
    25Liquidity and Capital Resources
    
    
    26Changes to Critical Accounting Policies and Estimates
    
    
    28Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATION.Item 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    39Item 6. Exhibits
    
    
    39SIGNATURES
    
    
    41




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##### 



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




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,(in thousands, except share data)
    
    2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,614
    
    
    $
    14,265Accounts receivable, net
    
    
    9,119
    
    
    
    11,982Prepaid expenses and other current assets
    
    
    2,102
    
    
    
    2,315Assets held for sale
    
    
    
    
    
    
    500Deferred income taxes
    
    
    2,756
    
    
    
    3,084Total current assets
    
    
    28,591
    
    
    
    32,146Property and equipment, net
    
    
    7,492
    
    
    
    7,022Intangibles, net
    
    
    1,827
    
    
    
    2,058Goodwill
    
    
    27,391
    
    
    
    27,391Other assets
    
    
    481
    
    
    
    591Total assets
    
    $
    65,782
    
    
    $
    69,208LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    2,121
    
    
    $
    3,832Accrued expenses and other current liabilities
    
    
    4,280
    
    
    
    5,236Deferred revenue
    
    
    12,554
    
    
    
    15,106Current maturities of capital lease obligations
    
    
    29
    
    
    
    54Total current liabilities
    
    
    18,984
    
    
    
    24,228Long-term capital lease obligations
    
    
    57
    
    
    
    65Deferred income tax
    
    
    1,104
    
    
    
    927Other liabilities
    
    
    609
    
    
    
    576Total liabilities
    
    
    20,754
    
    
    
    25,796Stockholders equity:Preferred stock  $0.00025 par value; authorized 3,000,000 shares,
issued and outstanding 0 shares at June 30, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock  $0.00025 par value; authorized 18,000,000 shares, issued
and outstanding 14,357,253 shares at June 30, 2009 and 14,341,403
shares at December 31, 2008
    
    
    4
    
    
    
    4Additional paid-in capital
    
    
    42,638
    
    
    
    42,270Retained earnings
    
    
    2,395
    
    
    
    1,080Accumulated other comprehensive income (loss)
    
    
    (9
    )
    
    
    58Total stockholders equity
    
    
    45,028
    
    
    
    43,412Total liabilities and stockholders equity
    
    $
    65,782
    
    
    $
    69,208
  -2-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 For the Three Months EndedJune 30,(in thousands, except per share data)
    
    2009
    
    
    2008Service revenues
    
    $
    13,921
    
    
    $
    15,109Reimbursement revenues
    
    
    3,142
    
    
    
    4,073Total revenues
    
    
    17,063
    
    
    
    19,182Cost and expenses:Cost of service revenues
    
    
    8,608
    
    
    
    8,595Cost of reimbursement revenues
    
    
    3,142
    
    
    
    4,073Sales and marketing expenses
    
    
    2,166
    
    
    
    2,229General and administrative expenses
    
    
    1,867
    
    
    
    1,900Amortization of intangible assets related to acquisitions
    
    
    112
    
    
    
    133Restructuring charges
    
    
    466
    
    
    
    Total cost and expenses
    
    
    16,361
    
    
    
    16,930Income from continuing operations before interest and taxes
    
    
    702
    
    
    
    2,252Interest income
    
    
    10
    
    
    
    101Interest expense
    
    
    (3
    )
    
    
    (3
    )Income tax provision
    
    
    (180
    )
    
    
    (887
    )Income from continuing operation, net of taxes
    
    $
    529
    
    
    $
    1,463Loss from discontinued operations, net of taxes
    
    
    
    
    
    
    (402
    )Net income
    
    $
    529
    
    
    $
    1,061Basic earnings per share:Income from continuing operations
    
    $
    0.04
    
    
    $
    0.10Loss from discontinued operations
    
    
    
    
    
    
    (0.03
    )Net income
    
    $
    0.04
    
    
    $
    0.07Diluted earnings per share:Income from continuing operations
    
    $
    0.04
    
    
    $
    0.10Loss from discontinued operations
    
    
    
    
    
    
    (0.03
    )Net income
    
    $
    0.04
    
    
    $
    0.07Weighted average shares used to calculate earnings per share:Basic
    
    
    14,356
    
    
    
    14,279Diluted
    
    
    15,118
    
    
    
    15,168
  -3-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 For the Six Months EndedJune 30,(in thousands, except per share data)
    
    2009
    
    
    2008Service revenues
    
    $
    28,396
    
    
    $
    26,132Reimbursement revenues
    
    
    5,737
    
    
    
    7,150Total revenues
    
    
    34,133
    
    
    
    33,282Cost and expenses:Cost of service revenues
    
    
    17,669
    
    
    
    14,938Cost of reimbursement revenues
    
    
    5,737
    
    
    
    7,150Sales and marketing expenses
    
    
    4,322
    
    
    
    3,697General and administrative expenses
    
    
    3,784
    
    
    
    3,439Amortization of intangible assets related to acquisitions
    
    
    231
    
    
    
    157Restructuring charges
    
    
    466
    
    
    
    Total cost and expenses
    
    
    32,209
    
    
    
    29,381Income from continuing operations before interest and taxes
    
    
    1,924
    
    
    
    3,901Interest income
    
    
    32
    
    
    
    254Interest expense
    
    
    (5
    )
    
    
    (3
    )Income tax provision
    
    
    (636
    )
    
    
    (1,553
    )Income from continuing operation, net of taxes
    
    $
    1,315
    
    
    $
    2,599Loss from discontinued operations, net of taxes
    
    
    
    
    
    
    (715
    )Net income
    
    $
    1,315
    
    
    $
    1,884Basic earnings per share:Income from continuing operations
    
    $
    0.09
    
    
    $
    0.19Loss from discontinued operations
    
    
    
    
    
    
    (0.05
    )Net income
    
    $
    0.09
    
    
    $
    0.14Diluted earnings per share:Income from continuing operations
    
    $
    0.09
    
    
    $
    0.18Loss from discontinued operations
    
    
    
    
    
    
    (0.05
    )Net income
    
    $
    0.09
    
    
    $
    0.13Weighted average shares used to calculate earnings per share:Basic
    
    
    14,341
    
    
    
    13,157Diluted
    
    
    15,101
    
    
    
    14,114
  -4-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months EndedJune 30,(in thousands)
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    1,315
    
    
    $
    1,884Adjustments to reconcile net income to net cash provided by operating activities, net of
acquisition:Depreciation and amortization
    
    
    1,322
    
    
    
    1,709Provision (benefit) for deferred income taxes
    
    
    544
    
    
    
    (258
    )Bad debt expense (recovery)
    
    
    84
    
    
    
    (29
    )Stock based compensation expense
    
    
    368
    
    
    
    250Loss from discontinued operations
    
    
    
    
    
    
    445Changes in operating assets and liabilities, net of acquisitions:Decrease in accounts receivable
    
    
    2,772
    
    
    
    766Decrease (increase) in prepaid
expenses and other current assets
    
    
    208
    
    
    
    (203
    )Decrease (increase) in other assets
    
    
    108
    
    
    
    (24
    )(Decrease) increase in accounts payable
    
    
    (1,734
    )
    
    
    626(Decrease) increase in accrued
expenses and other current liabilities
    
    
    (1,013
    )
    
    
    1,098(Decrease) increase in deferred revenue
    
    
    (2,546
    )
    
    
    987Increase in other liabilities
    
    
    28
    
    
    
    24Decrease in net assets held for sale
    
    
    
    
    
    
    313Cash provided by activities from continuing operations
    
    $
    1,448
    
    
    $
    7,588Cash used by discontinued operations
    
    
    
    
    
    
    (758
    )Net cash provided by operating activities
    
    $
    1,448
    
    
    $
    6,830Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,567
    )
    
    
    (1,765
    )Net cash received for sale of assets of discontinued operations
    
    
    500
    
    
    
    Net cash paid for acquisition
    
    
    
    
    
    
    (8,193
    )Net cash used in investing activities from continuing operations
    
    $
    (1,067
    )
    
    $
    (9,958
    )Purchase of plant, property, equipment for discontinued operations
    
    
    
    
    
    
    (240
    )Net cash provided used in investing activities
    
    $
    (1,067
    )
    
    $
    (10,198
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    
    (33
    )
    
    
    (111
    )Excess tax benefit related to stock options
    
    
    
    
    
    
    50Proceeds from exercise of stock options
    
    
    3
    
    
    
    352Net cash (used in) provided by financing activities from continuing operations
    
    $
    (30
    )
    
    $
    291Effect of exchange rate changes on cash
    
    
    (2
    )
    
    
    209Net increase (decrease) in cash and cash equivalents
    
    $
    349
    
    
    $
    (2,868
    )Cash and cash equivalents at beginning of period
    
    $
    14,265
    
    
    $
    17,915Cash and cash equivalents at end of period
    
    $
    14,614
    
    
    $
    15,047
 -5-




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BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months EndedJune 30,(in thousands)
    
    2009
    
    
    2008Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    5
    
    
    $
    3Cash paid during the period for income taxes
    
    $
    72
    
    
    $
    1,050Schedule of non cash investing and financing activities:Increase in property, plant and equipment
acquisitions in accounts payable
    
    $
    11
    
    
    $
    22Acquired business:Accounts receivable
    
    $
    
    
    
    $
    4,926Prepaid and other current assets
    
    
    
    
    
    
    258Property and equipment
    
    
    
    
    
    
    741Other assets
    
    
    
    
    
    
    37Intangible assets and goodwill
    
    
    
    
    
    
    23,871Current liabilities assumed
    
    
    
    
    
    
    (1,062
    )Other liabilities assumed
    
    
    
    
    
    
    (4,474
    )Common stock issued
    
    
    
    
    
    
    (16,104
    )Cash paid for acquired business, net of cash
acquired for the six months ended June 30, 2008 of
$418
    
    $
    
    
    
    $
    8,193STATEMENT OF COMPREHENSIVE INCOME:Net income
    
    $
    1,315
    
    
    $
    1,884Equity adjustment from foreign currency translation
    
    
    (67
    )
    
    
    111Total comprehensive income
    
    $
    1,248
    
    
    $
    1,995
  -6-




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




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Functional Currency.
  Note 2  Restructuring charges
   Note 3  Stockholders Equity Rollforward
  Accumu-latedRetained
    
    
    OtherAdditional
    
    
    Earnings
    
    
    Compre-Common Stock
    
    
    Paid-in
    
    
    (Accumulated
    
    
    hensive
    
    
    Stockholders(in thousands)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit)
    
    
    Income
    
    
    EquityBalance at December 31,
2008
    
    
    14,341
    
    
    $
    4
    
    
    $
    42,270
    
    
    $
    1,080
    
    
    $
    58
    
    
    $
    43,412Stock options exercised
    
    
    1
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Restricted shares issued
    
    
    15
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    (31
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    396
    
    
    
    
    
    
    
    
    
    
    
    396Equity adjustment from
foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67
    )
    
    
    (67
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,315
    
    
    
    
    
    
    
    1,315Balance at June 30, 2009
    
    
    14,357
    
    
    $
    4
    
    
    $
    42,638
    
    
    $
    2,395
    
    
    $
    (9
    )
    
    $
    45,028
 Note 4  Earnings Per Share
  -8-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income  basic and diluted
    
    $
    529
    
    
    $
    1,884
    
    
    $
    1,315
    
    
    $
    1,061Denominator  basic:Weighted average number
of common shares
    
    
    14,357
    
    
    
    13,157
    
    
    
    14,341
    
    
    
    14,279Basic income per common share
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.09
    
    
    $
    0.07Denominator  diluted:Weighted average number
of common shares
    
    
    14,357
    
    
    
    13,157
    
    
    
    14,341
    
    
    
    14,279Common share equivalents
of outstanding stock options
    
    
    487
    
    
    
    774
    
    
    
    470
    
    
    
    705Common share equivalents of
unrecognized compensation expense
    
    
    274
    
    
    
    183
    
    
    
    290
    
    
    
    184Weighted average number of
dilutive common equity shares
    
    
    15,118
    
    
    
    14,114
    
    
    
    15,101
    
    
    
    15,168Diluted income per
common share
    
    $
    0.04
    
    
    $
    0.13
    
    
    $
    0.09
    
    
    $
    0.07
  Note 5  Commitments and Contingencies
  -9-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 6  Accounts Receivable and Allowance for Doubtful Accounts
  (in thousands)
    
    June 30, 2009
    
    
    December 31, 2008Billed trade accounts receivable
    
    $
    8,513
    
    
    $
    10,091Unbilled trade accounts receivable
    
    
    584
    
    
    
    1,863Other
    
    
    22
    
    
    
    28Total Receivables
    
    $
    9,119
    
    
    $
    11,982Allowance Rollforward (in thousands):Balance at January 1, 2009
    
    $
    11Additions
    
    
    95Write offs and Recoveries
    
    
    (106
    )Balance at June 30, 2009
    
    $
    0
 Note 7  Income Taxes
   -10-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       Note 8  Acquisition
   -11-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (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
  -12-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Pro Forma Results.
 Six Months Ended(in thousands)
    
    June 30, 2008Total revenue
    
    $
    37,983Income from continuing operations before interest and
taxes
    
    
    2,057Income from continuing operations, net of taxes
    
    
    1,378Basic earnings per share:Income from continuing operations
    
    $
    0.10Diluted earnings per share:Income from continuing operations
    
    $
    0.09
  Note 9  Discontinued Operations and Assets Held for Sale
  -13-




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Six Months EndedJune 30, 2008Service revenues
    
    $
    251Costs and expenses
    
    
    1,393Loss from impairment
    
    
    Pretax loss
    
    
    (1,142
    )Benefit from income taxes
    
    
    427Net loss from discontinued operations
    
    $
    (715
    )
  Current Assets
    
    
    27Fixed Assets
    
    
    1,257Net Assets
    
    $
    1,284
  -14-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 10  Intangible Assets
  Estimated(in thousands)
    
    June 30, 2009
    
    
    Useful LifeAmortized intangible assets:Technology
    
    $
    843
    
    
    5 yearsTrademarks
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    1,612
    
    
    
    3 to 7 yearsNon-competition agreement
    
    
    349
    
    
    
    2 to 3 years2,852Accumulated amortization
    
    
    (1,025
    )$
    1,827Unamortized intangible assets:Goodwill
    
    $
    27,391
  Fiscal years ending2009
    
    $
    2252010
    
    
    4232011
    
    
    3792012
    
    
    3242013
    
    
    227Thereafter
    
    
    249$
    1,827
 Note 11  Subsequent Events
  -15-




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Overview
        -16-




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##### 



Forward Looking Statements
  -17-




---



##### 



Recent Accounting Pronouncements
     -18-




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##### 



-19-




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##### 



-20-




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##### 



Results of Operations
 Three Months Ended June 30, 2009 and 2008
 Three
    
    
    
    
    
    ThreeMonths
    
    
    
    
    
    MonthsEnded
    
    
    
    
    
    EndedJune 30,
    
    % of Total
    
    June 30,
    
    % of Total(in thousands)
    
    2009
    
    Revenue
    
    2008
    
    Revenue
    
    $ Change
    
    % ChangeService revenues
    
    $
    13,921
    
    
    
    81.6
    %
    
    $
    15,109
    
    
    
    78.8
    %
    
    $
    (1,188
    )
    
    
    (7.9
    )%Reimbursement
revenues
    
    
    3,142
    
    
    
    18.4
    %
    
    
    4,073
    
    
    
    21.2
    %
    
    
    (931
    )
    
    
    (22.9
    )%Total revenues
    
    
    17,063
    
    
    
    100.0
    %
    
    
    19,182
    
    
    
    100.0
    %
    
    
    (2,119
    )
    
    
    (11.0
    )%Cost and expenses:Cost of service revenue
    
    
    8,608
    
    
    
    50.5
    %
    
    
    8,595
    
    
    
    44.8
    %
    
    
    13
    
    
    
    0.2
    %Cost of reimbursement
revenue
    
    
    3,142
    
    
    
    18.4
    %
    
    
    4,073
    
    
    
    21.2
    %
    
    
    (931
    )
    
    
    (22.9
    )%Sales and marketing
expenses
    
    
    2,166
    
    
    
    12.7
    %
    
    
    2,229
    
    
    
    11.6
    %
    
    
    (63
    )
    
    
    (2.8
    )%General and administrative
expenses
    
    
    1,867
    
    
    
    10.9
    %
    
    
    1,900
    
    
    
    9.9
    %
    
    
    (33
    )
    
    
    (1.7
    )%Amortization of intangible
assets related to
acquisitions
    
    
    112
    
    
    
    0.7
    %
    
    
    133
    
    
    
    0.8
    %
    
    
    (21
    )
    
    
    (15.8
    )%Restructuring Cost
    
    
    466
    
    
    
    2.7
    %
    
    
    
    
    
    
    
    
    
    
    466
    
    
    
    0.0
    %Total cost and expenses
    
    
    16,361
    
    
    
    95.9
    %
    
    
    16,930
    
    
    
    88.3
    %
    
    
    (569
    )
    
    
    (3.4
    )%Income from continuing
operations before interest
and taxes
    
    
    702
    
    
    
    4.1
    %
    
    
    2,252
    
    
    
    11.7
    %
    
    
    (1,550
    )
    
    
    (68.8
    )%Interest income
    
    
    10
    
    
    
    0.1
    %
    
    
    101
    
    
    
    0.5
    %
    
    
    (91
    )
    
    
    (90.1
    )%Interest expense
    
    
    (3
    )
    
    
    0.0
    %
    
    
    (3
    )
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Income tax provision
    
    
    (180
    )
    
    
    (1.1
    )%
    
    
    (887
    )
    
    
    (4.6
    )%
    
    
    707
    
    
    
    (79.7
    )%Income from continuing
operations, net of taxes
    
    
    529
    
    
    
    3.1
    %
    
    
    1,463
    
    
    
    7.6
    %
    
    
    (934
    )
    
    
    (63.8
    )%Loss from discontinued
operations, net of taxes
    
    
    
    
    
    
    0.0
    %
    
    
    (402
    )
    
    
    (2.1
    )%
    
    
    402
    
    
    
    (100.0
    )%Net income
    
    $
    529
    
    
    
    3.1
    %
    
    $
    1,061
    
    
    
    5.5
    %
    
    $
    (532
    )
    
    
    (50.1
    )%
   -21-




---



##### 



-22-




---



##### 



Six Months Ended June 30, 2009 and 2008
 SixSix Months
    
    
    
    
    
    MonthsEnded
    
    
    
    
    
    EndedJune 30,
    
    % of Total
    
    June 30,
    
    % of Total(in thousands)
    
    2009
    
    Revenue
    
    2008
    
    Revenue
    
    $ Change
    
    % ChangeService revenues
    
    $
    28,396
    
    
    
    83.2
    %
    
    $
    26,132
    
    
    
    78.5
    %
    
    $
    2,264
    
    
    
    8.7
    %Reimbursement
revenues
    
    
    5,737
    
    
    
    16.8
    %
    
    
    7,150
    
    
    
    21.5
    %
    
    
    (1,413
    )
    
    
    (19.8
    )%Total revenues
    
    
    34,133
    
    
    
    100.0
    %
    
    
    33,282
    
    
    
    100.0
    %
    
    
    851
    
    
    
    2.6
    %Cost and expenses:Cost of service revenue
    
    
    17,669
    
    
    
    51.8
    %
    
    
    14,938
    
    
    
    44.9
    %
    
    
    2,731
    
    
    
    18.3
    %Cost of reimbursement
revenue
    
    
    5,737
    
    
    
    16.8
    %
    
    
    7,150
    
    
    
    21.5
    %
    
    
    (1,413
    )
    
    
    (19.8
    )%Sales and marketing
expenses
    
    
    4,322
    
    
    
    12.7
    %
    
    
    3,697
    
    
    
    11.1
    %
    
    
    625
    
    
    
    16.9
    %General and administrative
expenses
    
    
    3,784
    
    
    
    11.1
    %
    
    
    3,439
    
    
    
    10.3
    %
    
    
    345
    
    
    
    10.0
    %Amortization of intangible
assets related to
acquisitions
    
    
    231
    
    
    
    0.6
    %
    
    
    157
    
    
    
    0.5
    %
    
    
    74
    
    
    
    47.1
    %Restructuring Charges
    
    
    466
    
    
    
    1.4
    %
    
    
    
    
    
    
    0.0
    %
    
    
    466
    
    
    
    0.0
    %Total cost and expenses
    
    
    32,209
    
    
    
    94.4
    %
    
    
    29,381
    
    
    
    88.3
    %
    
    
    2,828
    
    
    
    9.6
    %Income from continuing
operations before
interest and taxes
    
    
    1,924
    
    
    
    5.6
    %
    
    
    3,901
    
    
    
    11.7
    %
    
    
    (1,977
    )
    
    
    (50.7
    )%Interest income
    
    
    32
    
    
    
    0.1
    %
    
    
    254
    
    
    
    0.8
    %
    
    
    (222
    )
    
    
    (87.4
    )%Interest expense
    
    
    (5
    )
    
    
    (0.0
    )%
    
    
    (3
    )
    
    
    0.0
    %
    
    
    (2
    )
    
    
    66.7.
    %Income tax provision
    
    
    (636
    )
    
    
    (1.9
    )%
    
    
    (1,553
    )
    
    
    (4.7
    )%
    
    
    917
    
    
    
    (59.0
    )%Income from continuing
operations, net of taxes
    
    
    1,315
    
    
    
    3.8
    %
    
    
    2,599
    
    
    
    7.8
    %
    
    
    (1,284
    )
    
    
    (49.4
    )%Loss from discontinued
operations, net of taxes
    
    
    
    
    
    
    0.0
    %
    
    
    (715
    )
    
    
    (2.1
    )%
    
    
    715
    
    
    
    100.0
    %Net income
    
    
    1,315
    
    
    
    3.8
    %
    
    $
    1,884
    
    
    
    5.7
    %
    
    $
    (569
    )
    
    
    (30.2
    )%
    -23-




---



##### 



-24-




---



##### 



Business Segments and Geographic Information
    -25-




---



##### 



Liquidity and Capital Resources
  Statement of Cash Flow for the six months ended June 30, 2009 compared to June 30, 2008
 Six Months
    
    Six MonthsEnded
    
    Ended(in thousands)
    
    June 30, 2009
    
    June 30, 2008Net cash provided by activities from continuing operations
    
    $
    1,448
    
    
    $
    7,588Net cash used in investing activities from continuing operations
    
    $
    (1,067
    )
    
    $
    (9,958
    )Net cash provided by financing activities from continuing
operations
    
    $
    (30
    )
    
    $
    291
      -26-




---



##### 



Payments Due By Period(in thousands)
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    More thanContractual obligations
    
    Total
    
    year
    
    1-3 years
    
    3-5 years
    
    5 yearsCapital lease obligations
    
    $
    86
    
    
    $
    75
    
    
    $
    11
    
    
    $
    
    
    
    $
    Facility rent operating
leases
    
    $
    15,738
    
    
    $
    2,230
    
    
    $
    3,671
    
    
    $
    3,362
    
    
    $
    6,475Employment agreements
    
    $
    1,209
    
    
    $
    500
    
    
    $
    709
    
    
    $
    
    
    
    $
    Total contractual cash
obligations
    
    $
    17,033
    
    
    $
    2,805
    
    
    $
    4,391
    
    
    $
    3,362
    
    
    $
    6,475
    
    
    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.
   -27-




---



##### 



Changes to Critical Accounting Policies and Estimates
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
    -28-




---



##### 



Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
 Changes in internal control over financial reporting
 -29-




---



##### 



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.
    -30-




---



##### 



The current economic downturn may adversely impact our ability to raise capital.
  We depend on a small number of industries and clients for all of our business, and the loss of one
such significant client could cause revenues to drop quickly and unexpectedly.
  
    
    our clients businesses experience financial problems or are affected by a general
economic downturn;
 
    
    consolidation in the pharmaceutical, biotechnology or medical device industries leads to
a smaller client base for us; or
 
    
    clients reduce their research and development expenditures.
  Our contracted/committed backlog may not be indicative of future results.
  
    
    the variable size and duration of the projects (some are performed over several years);
 
    
    the loss or delay of projects;
 
    
    the change in the scope of work during the course of a project; and
 
    
    the cancellation of such contracts by our clients.
  We acquired Phoenix Data Systems, Inc. in March 2008 and may engage in future acquisitions, which
may be expensive and time consuming, and from which we may not realize anticipated benefits.
  -31-




---



##### 



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.
  Our investments may be exposed to credit risk.
  We may be required to record additional significant charges to earnings if our goodwill becomes
impaired.
  -32-




---



##### 



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.
   Changes in outsourcing trends in the pharmaceutical and biotechnology industries could adversely
affect our operating results and growth rate.
  -33-




---



##### 



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 current economic downturn coupled with the current regulatory environment could have a negative
impact on the pharmaceutical, biotechnology and medical device industries.
  Failure to comply with existing regulations could result in increased costs to complete clinical
trials.
  Changes in governmental regulation could decrease the need for the services we provide, which would
negatively affect our future business opportunities.
  -34-




---



##### 



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.
  We may be exposed to liability claims as a result of our involvement in clinical trials.
  -35-




---



##### 



Risks Related to Our Common Stock
 Your percentage ownership and voting power and the price of our common stock may decrease as a
result of events that increase the number of our outstanding shares.
  Common stock outstanding
    
    
    14,357Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,948Exercise of options which have not been granted
    
    
    768Restricted stock units outstanding
    
    
    113Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    17,186
  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.
  -36-




---



##### 



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.
  -37-




---



##### 



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
 (a)
    
    Our annual meeting of stockholders was held on July 8, 2009.(b)
    
    The following is a list of all of the nominees for Director of our company
who were elected at the annual meeting and whose term of office continued after the
meeting;
 (i)
    
    Mark L. Weinstein(ii)
    
    Jeffrey H. Berg, Ph.D.(iii)
    
    Richard F. Cimino(iv)
    
    E. Martin Davidoff, CPA, Esq.(v)
    
    David E. Nowicki, D.M.D.(vi)
    
    Adeoye Y. Olukotun, M.D., M.P.H., F.A.C.C., FAHA(vii)
    
    David M. Stack(viii)
    
    James A. Taylor, Ph.D.
 (c)
    
    There were present at the annual meeting, in person or by proxy, not less
than 12,610,033 shares of Common Stock, out of a total number of 14,357,253 shares of
Common Stock issued and outstanding and entitled to vote at the annual meeting.(d)
    
    The results of the vote of the stockholders taken at the annual meeting by
ballot and by proxy as solicited by us on behalf of the board of directors were as
follows:
 -38-




---



##### 



(i)
    
    A vote was taken for the election of the nominees for
our board of directors:
 Nominee
    
    For
    
    WithheldMark L. Weinstein
    
    
    12,113,725
    
    
    
    496,308Jeffrey H. Berg, Ph.D.
    
    
    12,369,201
    
    
    
    240,832Richard F. Cimino
    
    
    12,369,873
    
    
    
    240,160E. Martin Davidoff, CPA, Esq.
    
    
    12,025,810
    
    
    
    584,223David E. Nowicki, D.M.D.
    
    
    12,358,210
    
    
    
    251,823Adeoye, Y. Olukotun, M.D., M.P.H.,
F.A.C.C., FAHS
    
    
    12,369,875
    
    
    
    240,158David M. Stack
    
    
    12,019,544
    
    
    
    590,489James A. Taylor, Ph.D.
    
    
    12,357,435
    
    
    
    252,598
 (ii)
    
    A vote was taken to amend the Companys Certificate of
Incorporation, as amended, to change the Companys name from Bio-Imaging
Technologies, Inc. to BioClinica, Inc.:
 For
    
    Against
    
    Abstain12,143,064
    
    
    408,473
    
    
    
    58,496
 (iii)
    
    A vote was taken to amend the Companys Certificate of
Incorporation, as amended, to increase the authorized shares of the
Companys common stock from 18,000,000 to 36,000,000 shares:
 For
    
    Against
    
    Abstain11,043,924
    
    
    1,563,806
    
    
    
    2,303
 (iv)
    
    A vote was taken on the proposal to ratify the
appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2009:
 For
    
    Against
    
    Abstain12,549,176
    
    
    21,861
    
    
    
    250,370
 
 Item 5. Other Information.
  
 Item 6. Exhibits.
 10.1
    
    Employment Agreement, dated September 19, 2008,
by and between Bio-Imaging Technologies, Inc. and Peter Benton.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).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).
 -39-




---



##### 



BIOCLINICA, INC.DATE: August 6, 2009
    
    By:
    
    /s/ Mark L. WeinsteinMark L. Weinstein, President and Chief Executive
Officer (Principal Executive Officer)DATE: August 6, 2009
    
    By:
    
    /s/ Ted I. KaminerTed I. Kaminer, Executive Vice President of Finance
and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
 -40-