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, 2011
 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)826 Newtown-Yardley Road, Newtown, Pennsylvania
    
    18940-1721(Address of Principal Executive Offices)
    
    (Zip Code)
 (Registrants Telephone Number, Including Area Code)
  Yes: þ
    
    No: o
  Yes: o
    
    No: o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(do not check if a smaller reporting company)
  Yes: o
    
    No: þ
  Class
    
    Number of SharesCommon Stock, $0.00025 par value
    
    
    15,635,635




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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, 2011 and December 31, 2010
    
    
    2CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Three Months Ended March 31, 2011 and 2010
    
    
    3CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Three Months Ended March 31, 2011 and 2010
    
    
    4CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) For the Three Months Ended March 31, 2011
and 2010
    
    
    6NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15Overview
    
    
    15Forward Looking Statements
    
    
    16Recent Accounting Pronouncements
    
    
    17Results of Operations
    
    
    18Business Segments
    
    
    21Liquidity and Capital Resources
    
    
    21Changes to Critical Accounting Policies and Estimates
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATION.Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. (REMOVED AND RESERVED)
    
    
    35Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37
  -i-




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##### 



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




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,(in thousands)
    
    2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,203
    
    
    $
    10,443Accounts receivable, net
    
    
    12,644
    
    
    
    11,866Prepaid expenses and other current assets
    
    
    2,622
    
    
    
    2,501Deferred income taxes
    
    
    3,729
    
    
    
    3,625Total current assets
    
    
    29,198
    
    
    
    28,435Property and equipment, net
    
    
    14,564
    
    
    
    14,029Intangibles, net
    
    
    2,275
    
    
    
    2,430Goodwill
    
    
    34,302
    
    
    
    34,302Deferred income tax
    
    
    119
    
    
    
    128Other assets
    
    
    727
    
    
    
    705Total assets
    
    $
    81,185
    
    
    $
    80,029LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,553
    
    
    $
    1,983Accrued expenses and other current liabilities
    
    
    3,203
    
    
    
    4,283Deferred revenue
    
    
    13,174
    
    
    
    13,395Current maturities of capital lease obligations
    
    
    180
    
    
    
    168Total current liabilities
    
    
    20,110
    
    
    
    19,829Long-term capital lease obligations
    
    
    657
    
    
    
    710Long-term liability for acquisition earn-out
    
    
    1,943
    
    
    
    1,886Deferred income tax
    
    
    1,990
    
    
    
    1,845Other liabilities
    
    
    1,002
    
    
    
    880Total liabilities
    
    $
    25,702
    
    
    $
    25,150Stockholders equity:Preferred stock  $0.00025 par value; authorized
3,000,000 shares, none issued and
outstanding at March 31, 2011 and at December
31, 2010
    
    
    
    
    
    
    Common stock  $0.00025 par value; authorized
36,000,000 shares, issued and outstanding
15,642,177 shares at March 31, 2011 and
15,631,664 shares at December 31, 2010
    
    
    4
    
    
    
    4Treasury stock  at cost, shares held: 41,013
at March 31, 2011 and 3,400 at December 31,
2010
    
    
    (204
    )
    
    
    (16
    )Additional paid-in capital
    
    
    48,450
    
    
    
    48,074Retained earnings
    
    
    7,143
    
    
    
    6,792Accumulated other comprehensive income
    
    
    90
    
    
    
    25Total stockholders equity
    
    $
    55,483
    
    
    $
    54,879Total liabilities and stockholders equity
    
    $
    81,185
    
    
    $
    80,029
  -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)
    
    2011
    
    
    2010Service revenues
    
    $
    16,144
    
    
    $
    14,746Reimbursement revenues
    
    
    3,521
    
    
    
    3,358Total revenues
    
    
    19,665
    
    
    
    18,104Cost and expenses:Cost of service revenues
    
    
    10,557
    
    
    
    8,951Cost of reimbursement revenues
    
    
    3,521
    
    
    
    3,358Sales and marketing expenses
    
    
    1,860
    
    
    
    2,210General and administrative expenses
    
    
    2,222
    
    
    
    2,072Amortization of intangible assets related to acquisition
    
    
    156
    
    
    
    141Mergers and acquisitions related costs
    
    
    103
    
    
    
    205Restructuring costs
    
    
    679
    
    
    
    Total cost and expenses
    
    
    19,098
    
    
    
    16,937Income from operations
    
    
    567
    
    
    
    1,167Interest income
    
    
    2
    
    
    
    6Interest expense
    
    
    (9
    )
    
    
    (3
    )Income before income tax
    
    
    560
    
    
    
    1,170Income tax provision
    
    
    (209
    )
    
    
    (459
    )Net income
    
    $
    351
    
    
    $
    711Basic income per common share
    
    $
    0.02
    
    
    $
    0.05Weighted average number of common shares
    
    
    15,652
    
    
    
    14,545Diluted income per common share
    
    $
    0.02
    
    
    $
    0.05Weighted average number of diluted shares
    
    
    16,417
    
    
    
    15,382
  -3-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months endedMarch 31,(in thousands)
    
    2011
    
    
    2010Cash flows from operating activities:Net income
    
    $
    351
    
    
    $
    711Adjustments to reconcile net income to net cash provided by
operating activities, net of acquisition:Depreciation and amortization
    
    
    1,030
    
    
    
    728Provision for deferred income taxes
    
    
    41
    
    
    
    163Bad debt (recovery) expense, net
    
    
    
    
    
    
    (9
    )Stock based compensation expense
    
    
    341
    
    
    
    235Accretion of acquisition earn-out
    
    
    57
    
    
    
    94Changes in operating assets and liabilities, net of acquisitions:(Increase) decrease in accounts receivable
    
    
    (778
    )
    
    
    1,246Increase in prepaid expenses and other current assets
    
    
    (111
    )
    
    
    (168
    )(Increase) decrease in other assets
    
    
    (22
    )
    
    
    11Increase (decrease) in accounts payable
    
    
    1,435
    
    
    
    (153
    )Decrease in accrued expenses and other current liabilities
    
    
    (1,077
    )
    
    
    (624
    )Decrease in deferred revenue
    
    
    (221
    )
    
    
    (1,218
    )Increase in other liabilities
    
    
    122
    
    
    
    122Net cash provided by operating activities
    
    $
    1,168
    
    
    $
    1,138Cash flows from investing activities:Purchases of property and equipment
    
    $
    (303
    )
    
    $
    (867
    )Capitalized software development costs
    
    
    (977
    )
    
    
    (1,388
    )Net cash used in investing activities
    
    $
    (1,280
    )
    
    $
    (2,255
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    $
    (40
    )
    
    
    Purchase of treasury stock
    
    
    (188
    )
    
    
    Excess tax benefit related to stock options
    
    
    
    
    
    
    27Proceeds from exercise of stock options
    
    
    35
    
    
    
    38Net cash (used in) provided by financing activities
    
    $
    (193
    )
    
    $
    65Effect of exchange rate changes on cash
    
    
    65
    
    
    
    (49
    )Net decrease in cash and cash equivalents
    
    
    (240
    )
    
    
    (1,101
    )Cash and cash equivalents at beginning of period
    
    
    10,443
    
    
    
    14,570Cash and cash equivalents at end of period
    
    $
    10,203
    
    
    $
    13,469Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    10
    
    
    $
    3Cash paid during the period for income taxes
    
    $
    74
    
    
    $
    171
  -4-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months EndedMarch 31,2011
    
    2010Supplemental cash flow disclosure(in thousands)Non cash investing and financing activities:Increase in property, plant and equipment
acquisitions in accounts payable
    
    $
    132
    
    
    $
    587
 For the Three Months EndedMarch 30,2011
    
    2010Acquired business(in thousands)Accounts receivable
    
    $
    
    
    
    $
    309Prepaid and other current assets
    
    
    
    
    
    
    Property and equipment
    
    
    
    
    
    
    91Other assets
    
    
    
    
    
    
    58Customer relationships
    
    
    
    
    
    
    100Technology
    
    
    
    
    
    
    1,000Goodwill, including workforce
    
    
    
    
    
    
    1,369Current liabilities assumed
    
    
    
    
    
    
    (459
    )Common stock issued
    
    
    
    
    
    
    (2,468
    )Cash paid for acquired business, net of cash acquired
    
    $
    
    
    
    $
    
  -5-




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 For the Three Months EndedMarch 31,2011
    
    2010Statement of comprehensive income(in thousands)Net income
    
    $
    351
    
    
    $
    711Equity adjustment from foreign currency translation
    
    
    65
    
    
    
    (77
    )Total comprehensive income
    
    $
    416
    
    
    $
    634
  -6-




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##### 



Note 1  Interim Financial Statements
 Basis of Presentation.
    Acquisitions.
  Functional Currency.
   -7-




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##### 



Note 2  Restructuring charges
   Note 3  Stockholders Equity
  OtherAddi-
    
    
    
    
    
    Accumul
    
    Compre-tional
    
    Treas-
    
    ated
    
    hensive
    
    Stock-Common Stock
    
    Paid-in
    
    ury
    
    Retained
    
    Gain
    
    holders(in thousands)
    
    Shares
    
    Amount
    
    Capital
    
    Stock
    
    Earnings
    
    (Loss)
    
    EquityBalance at December 31,
2010
    
    
    15,632
    
    
    $
    4
    
    
    $
    48,074
    
    
    $
    (16
    )
    
    $
    6,792
    
    
    $
    25
    
    
    $
    54,879Stock options exercised
    
    
    41
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Restricted shares issued
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    341Purchase of treasury stock
    
    
    (38
    )
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    (188
    )Tax benefit on exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity adjustment from
foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351
    
    
    
    
    
    
    
    351Balance at March 31, 2011
    
    
    15,642
    
    
    $
    4
    
    
    $
    48,450
    
    
    $
    (204
    )
    
    $
    7,143
    
    
    $
    90
    
    
    $
    55,483
 -8-




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##### 



Total Number of
    
    ApproximateShares Purchased
    
    Dollar Value ofas Part of Publicly
    
    Shares that MayTotal Number of
    
    Average Price
    
    Announced
    
    Yet Be PurchasedShares Purchased
    
    Paid per Share
    
Program
    
    Under the ProgramJanuary 1  January 31, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,984,177February 1  February 28, 2011
    
    
    2,509
    
    
    $
    4.67
    
    
    
    2,509
    
    
    $
    1,972,387March 1  March 31, 2011
    
    
    35,104
    
    
    $
    5.01
    
    
    
    35,104
    
    
    $
    1,795,33237,613
    
    
    
    
    
    
    
    37,613
 Note 4  Earnings Per Share
  -9-




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##### 



Three Months EndedMarch 31,2011
    
    
    2010Net income  basic and diluted
    
    $
    351
    
    
    $
    711Denominator  basic:Weighted average number
of common shares
    
    
    15,652
    
    
    
    14,545Basic income per common share
    
    $
    0.02
    
    
    $
    0.05Denominator  diluted:Weighted average number
of common shares
    
    
    15,652
    
    
    
    14,545Common share equivalents
of outstanding stock options
    
    
    428
    
    
    
    467Common share equivalents of
unrecognized compensation expense
    
    
    337
    
    
    
    370Weighted average number of
dilutive common equity shares
    
    
    16,417
    
    
    
    15,382Diluted income per
common share
    
    $
    0.02
    
    
    $
    0.05
  -10-




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##### 



Note 5  Commitments and Contingencies
   Note 6  Accounts Receivable and Allowance for Doubtful Accounts
  (in thousands)
    
    March 31, 2011
    
    
    December 31, 2010Billed trade accounts receivable
    
    $
    11,984
    
    
    $
    11,085Unbilled trade accounts receivable
    
    
    654
    
    
    
    782Other
    
    
    21
    
    
    
    14Total Receivables
    
    $
    12,659
    
    
    $
    11,881Allowance Rollforward (in thousands):Balance at January 1, 2011
    
    $
    15Additions
    
    
    0Write offs (Recoveries)
    
    
    0Balance at March 31, 2011
    
    $
    15
 -11-




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##### 



Note 7  Acquisitions
 2010 Acquisition
   Pro Forma Results.
 Three Months Ended(in thousands except per share data)
    
    March 31, 2010Total revenue
    
    $
    18,335Income from operations
    
    
    549Net Income
    
    
    334Basic earnings per share
    
    $
    0.02Diluted earnings per share
    
    $
    0.02
 -12-




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##### 



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
  Fair Value Measurements
 2009 Acquisition
  -13-




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##### 



Fair value atSeptember 15,
    
    Earn out
    
    Payment on earn-
    
    Fair value at2009
    
    accretion
    
    out 1
    
    March 31, 2011Cash contingent
consideration
    
    $
    2,747,000
    
    
    $
    453,000
    
    
    $
    (1,257,000
    )
    
    $
    1,943,000
 Note 8  Intangible Assets
  March 31,
    
    
    Estimated(in thousands)
    
    2011
    
    
    Useful LifeAmortized intangible assets:Technology
    
    $
    1,843
    
    
    5 yearsTrademarks
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    2,112
    
    
    3 to 7 yearsNon-competition agreement
    
    
    349
    
    
    2 to 3 years4,352Accumulated amortization
    
    
    (2,077
    )$
    2,275Unamortized intangible assets:Goodwill
    
    $
    34,302
  Year Ending(in thousands)
    
    December 31,Remainder of 2011
    
    $
    4672012
    
    
    5342013
    
    
    3372014
    
    
    3092015
    
    
    1602016 and beyond
    
    
    468$
    2,275
 -14-




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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
    -15-




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##### 



Acquisitions
   
 Forward Looking Statements
  -16-




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##### 



Recent Accounting Pronouncements
   -17-




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##### 



Results of Operations
 Three Months Ended March 31, 2011 and 2010
 Three
    
    
    
    
    
    ThreeMonths
    
    
    
    
    
    Monthsended
    
    % of
    
    ended
    
    % ofMarch 31,
    
    Total
    
    March 31,
    
    Total
    
    
    
    
    
    %(in thousands)
    
    2011
    
    Revenue
    
    2010
    
    Revenue
    
    $ Change
    
    ChangeService revenues
    
    $
    16,144
    
    
    
    82.1
    %
    
    $
    14,746
    
    
    
    81.5
    %
    
    $
    1,398
    
    
    
    9.5
    %Reimbursement revenues
    
    
    3,521
    
    
    
    17.9
    %
    
    
    3,358
    
    
    
    18.5
    %
    
    
    163
    
    
    
    4.9
    %Total revenues
    
    
    19,665
    
    
    
    100.0
    %
    
    
    18,104
    
    
    
    100.0
    %
    
    
    1,561
    
    
    
    8.6
    %Cost and expenses:Cost of service revenues
    
    
    10,557
    
    
    
    53.7
    %
    
    
    8,951
    
    
    
    49.4
    %
    
    
    1,606
    
    
    
    17.9
    %Cost of reimbursement revenues
    
    
    3,521
    
    
    
    17.9
    %
    
    
    3,358
    
    
    
    18.5
    %
    
    
    163
    
    
    
    4.9
    %Sales and marketing expenses
    
    
    1,860
    
    
    
    9.5
    %
    
    
    2,210
    
    
    
    12.2
    %
    
    
    (350
    )
    
    
    (15.8
    )%General and administrative expenses
    
    
    2,222
    
    
    
    11.3
    %
    
    
    2,072
    
    
    
    11.4
    %
    
    
    150
    
    
    
    7.2
    %Amortization of intangible assets
related to
acquisitions
    
    
    156
    
    
    
    0.8
    %
    
    
    141
    
    
    
    0.8
    %
    
    
    15
    
    
    
    10.6
    %Mergers and acquisitions related costs
    
    
    103
    
    
    
    0.5
    %
    
    
    205
    
    
    
    1.1
    %
    
    
    (102
    )
    
    
    (49.8
    )%Restructuring costs
    
    
    679
    
    
    
    3.5
    %
    
    
    
    
    
    
    0.0
    %
    
    
    679
    
    
    
    100.0
    %Total cost and expenses
    
    
    19,098
    
    
    
    97.1
    %
    
    
    16,937
    
    
    
    93.6
    %
    
    
    2,161
    
    
    
    12.8
    %Income from operations
    
    
    567
    
    
    
    2.9
    %
    
    
    1,167
    
    
    
    6.4
    %
    
    
    (600
    )
    
    
    (51.4
    )%Interest income
    
    
    2
    
    
    
    0.0
    %
    
    
    6
    
    
    
    0.0
    %
    
    
    (4
    )
    
    
    (66.7
    )%Interest expense
    
    
    (9
    )
    
    
    0.0
    %
    
    
    (3
    )
    
    
    0.0
    %
    
    
    (6
    )
    
    
    200.0
    %Income before income tax
    
    
    560
    
    
    
    2.8
    %
    
    
    1,170
    
    
    
    6.5
    %
    
    
    (610
    )
    
    
    (52.1
    )%Income tax provision
    
    
    (209
    )
    
    
    (1.1
    )%
    
    
    (459
    )
    
    
    (2.5
    )%
    
    
    250
    
    
    
    (54.5
    )%Net income
    
    $
    351
    
    
    
    1.8
    %
    
    $
    711
    
    
    
    3.9
    %
    
    $
    (360
    )
    
    
    (50.6
    )%
  -18-




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-19-




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-20-




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##### 



Business Segments and Geographic Information
   
 Liquidity and Capital Resources
  Statement of Cash Flow for the three months ended March 31, 2011 compared to March 31, 2010
 Three Months
    
    Three MonthsEnded
    
    Ended(in thousands)
    
    March 31, 2011
    
    March 31, 2010Net cash provided by operating activities
    
    $
    1,168
    
    
    $
    1,138Net cash used in investing activities
    
    $
    (1,280
    )
    
    $
    (2,255
    )Net cash (used in) provided by financing activities
    
    $
    (193
    )
    
    $
    65
     -21-




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(in thousands)
    
    Payments Due By PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFacility rent operating
leases
    
    $
    19,884
    
    
    $
    2,616
    
    
    $
    5,730
    
    
    $
    4,979
    
    
    $
    6,559Capital lease
    
    
    834
    
    
    
    166
    
    
    
    353
    
    
    
    315
    
    
    
    Employment agreements
    
    
    784
    
    
    
    784
    
    
    
    
    
    
    
    
    
    
    
    Earn-outs
for Tourtellotte
acquisition
    
    
    2,000
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    23,502
    
    
    $
    3,566
    
    
    $
    8,083
    
    
    $
    5,294
    
    
    $
    6,559
    
  
    
    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.
  -22-




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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
   -23-




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##### 



Item 4.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
 Changes in internal control over financial reporting.
 -24-




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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 grow our business.
 -25-




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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.
  -26-




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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.
  We may not be able to effectively manage our international operations.
  Our revenues, earnings and operating costs are exposed to exchange rate fluctuations.
  -27-




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##### 



We may be required to record additional significant charges to earnings if our goodwill becomes
impaired.
  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.
  
 
 
 
 
  -28-




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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 or in defending claims that we are infringing
upon the intellectual property rights of others.
  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.
   -29-




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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.
  -30-




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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.
  -31-




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##### 



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.
  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.
  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.
 -32-




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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
    
    
    15,642Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,844Restricted stock units outstanding
    
    
    509Number of shares remaining under equity plan which have
not been granted
    
    
    804Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    18,799
  Shares of our common stock eligible for public sale may have a negative impact on its market price.
  -33-




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##### 



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.
  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.
  -34-




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##### 



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.
   
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
   Total Number of
    
    ApproximateShares Purchased
    
    Dollar Value ofas Part of Publicly
    
    Shares that MayTotal Number of
    
    Average Price
    
    Announced
    
    Yet Be PurchasedShares Purchased
    
    Paid per Share
    
Program
    
    Under the ProgramJanuary 1  January 31, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,984,177February 1  February 28, 2011
    
    
    2,509
    
    
    $
    4.67
    
    
    
    2,509
    
    
    $
    1,972,387March 1  March 31, 2011
    
    
    35,104
    
    
    $
    5.01
    
    
    
    35,104
    
    
    $
    1,795,33237,613
    
    
    
    
    
    
    
    37,613
 
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    (Removed and Reserved)
 -35-




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##### 



Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
 4.1
    
    Amended and Restated Rights Agreement, dated as
of March 23, 2011, 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 March 25, 2011.31.1
    
    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).
 -36-




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##### 



BIOCLINICA, INC.DATE:   May 6, 2011
    By:
    /s/ Mark L. WeinsteinMark L. Weinstein, President and Chief ExecutiveOfficer (Principal Executive Officer)DATE:   May 6, 2011
    By:
    /s/ Ted I. KaminerTed I. Kaminer, Executive Vice President of Financeand Administration and Chief Financial Officer
(Principal Financial and Accounting Officer) -37-