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, 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.
 (Exact Name of Registrant as Specified in Its Charter)
 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
 (Registrants Telephone Number, Including Area Code)
  þ o
  o o
   Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer o
    Smaller reporting company þ(do not check if a smaller reporting company)
  o þ
  Class
    
    Number of SharesCommon Stock, $0.00025 par value
    
    15,158,437




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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 June 30, 2010 and December 31, 2009
    
    
    2CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Three Months Ended June 30, 2010 and 2009
    
    
    3CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Six Months Ended June 30, 2010 and 2009
    
    
    4CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Six Months Ended June 30, 2010 and 2009
    
    
    5CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) For the Three and Six Months Ended June 30, 2010 and 2009
    
    
    7NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    19Overview
    
    
    19Forward Looking Statements
    
    
    20Recent Accounting Pronouncements
    
    
    21Results of Operations
    
    
    22Business Segments
    
    
    27Liquidity and Capital Resources
    
    
    27Changes to Critical Accounting Policies and Estimates
    
    
    30Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4T. Controls and Procedures
    
    
    31PART II. OTHER INFORMATION.Item 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    41Item 3. Defaults Upon Senior Securities
    
    
    41Item 4. (REMOVED AND RESERVED)
    
    
    41Item 5. Other Information
    
    
    41Item 6. Exhibits
    
    
    41SIGNATURES
    
    
    43




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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)
    
    2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,569
    
    
    $
    14,570Accounts receivable, net
    
    
    11,125
    
    
    
    10,966Prepaid expenses and other current assets
    
    
    1,844
    
    
    
    1,869Deferred income taxes
    
    
    3,023
    
    
    
    3,370Total current assets
    
    
    27,561
    
    
    
    30,775Property and equipment, net
    
    
    12,689
    
    
    
    9,040Intangibles, net
    
    
    2,789
    
    
    
    1,969Goodwill
    
    
    34,327
    
    
    
    32,933Deferred income tax
    
    
    86
    
    
    
    Other assets
    
    
    583
    
    
    
    620Total assets
    
    $
    78,035
    
    
    $
    75,337LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,789
    
    
    $
    3,899Accrued expenses and other current liabilities
    
    
    3,665
    
    
    
    4,134Deferred revenue
    
    
    12,008
    
    
    
    14,256Current liability for acquisition earn-out
    
    
    1,257
    
    
    
    1,184Total current liabilities
    
    
    21,719
    
    
    
    23,473Long-term liability for acquisition earn-out
    
    
    1,771
    
    
    
    1,657Deferred income tax
    
    
    1,257
    
    
    
    1,167Other liabilities
    
    
    709
    
    
    
    505Total liabilities
    
    $
    25,456
    
    
    $
    26,802Stockholders equity:Preferred stock- $0.00025 par value;
authorized 3,000,000 shares, 0 issued and
outstanding at June 30, 2010 and at December
31, 2009
    
    
    
    
    
    
    Common stock  $0.00025 par value; authorized
36,000,000 shares, issued and outstanding
15,158,437 shares at June 30, 2010 and
14,394,374 shares at December 31, 2009
    
    
    4
    
    
    
    4Common stock consideration for earn-out
    
    
    1,309
    
    
    
    1,309Additional paid-in capital
    
    
    46,143
    
    
    
    43,104Retained earnings
    
    
    5,247
    
    
    
    4,039Accumulated other comprehensive (loss) income.
    
    
    (124
    )
    
    
    79Total stockholders equity
    
    $
    52,579
    
    
    $
    48,535Total liabilities and stockholders equity
    
    $
    78,035
    
    
    $
    75,337
  - 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)
    
    2010
    
    
    2009Service revenues
    
    $
    15,688
    
    
    $
    13,921Reimbursement revenues
    
    
    3,703
    
    
    
    3,142Total revenues
    
    
    19,391
    
    
    
    17,063Cost and expenses:Cost of service revenues
    
    
    9,946
    
    
    
    8,608Cost of reimbursement revenues
    
    
    3,703
    
    
    
    3,142Sales and marketing expenses
    
    
    2,565
    
    
    
    2,166General and administrative expenses
    
    
    1,916
    
    
    
    1,867Amortization of intangible assets related to acquisition
    
    
    138
    
    
    
    112Mergers and acquisitions related costs
    
    
    311
    
    
    
    Restructuring Charges
    
    
    
    
    
    
    466Total cost and expenses
    
    
    18,579
    
    
    
    16,361Income from operations
    
    
    812
    
    
    
    702Interest income
    
    
    2
    
    
    
    10Interest expense
    
    
    (4
    )
    
    
    (3
    )Income before income tax
    
    
    810
    
    
    
    709Income tax provision
    
    
    (313
    )
    
    
    (180
    )Net income
    
    $
    497
    
    
    $
    529Basic income per common share
    
    $
    0.03
    
    
    $
    0.04Weighted average number of common shares
    
    
    15,155
    
    
    
    14,356Diluted income per common share
    
    $
    0.03
    
    
    $
    0.04Weighted average number of diluted shares
    
    
    16,065
    
    
    
    15,118
  - 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)
    
    2010
    
    
    2009Service revenues
    
    $
    30,434
    
    
    $
    28,396Reimbursement revenues
    
    
    7,061
    
    
    
    5,737Total revenues
    
    
    37,495
    
    
    
    34,133Cost and expenses:Cost of service revenues
    
    
    18,897
    
    
    
    17,669Cost of reimbursement revenues
    
    
    7,061
    
    
    
    5,737Sales and marketing expenses
    
    
    4,775
    
    
    
    4,322General and administrative expenses
    
    
    3,988
    
    
    
    3,784Amortization of intangible assets related to acquisitions
    
    
    279
    
    
    
    231Mergers and acquisitions related costs
    
    
    516
    
    
    
    Restructuring Charges
    
    
    
    
    
    
    466Total cost and expenses
    
    
    35,516
    
    
    
    32,209Income from operations
    
    
    1,979
    
    
    
    1,924Interest income
    
    
    8
    
    
    
    32Interest expense
    
    
    (7
    )
    
    
    (5
    )Income before income tax
    
    
    1,980
    
    
    
    1,951Income tax provision
    
    
    (772
    )
    
    
    (636
    )Net income
    
    $
    1,208
    
    
    $
    1,315Basic income per common share
    
    $
    0.08
    
    
    $
    0.09Weighted average number of common shares
    
    
    14,852
    
    
    
    14,341Diluted income per common share
    
    $
    0.08
    
    
    $
    0.09Weighted average number of diluted shares
    
    
    15,861
    
    
    
    15,101
  - 4 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months endedJune 30,(in thousands)
    
    2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    1,208
    
    
    $
    1,315Adjustments to reconcile net income to net cash provided by operating
activities, net of acquisition:Depreciation and amortization
    
    
    1,588
    
    
    
    1,322Provision for deferred income taxes
    
    
    285
    
    
    
    544Bad debt (recovery) expense, net
    
    
    (9
    )
    
    
    84Stock based compensation expense
    
    
    519
    
    
    
    368Accretion of acquisition earn-out
    
    
    188
    
    
    
    Changes in operating assets and liabilities, net of acquisitions:Decrease in accounts receivable
    
    
    147
    
    
    
    2,772(Increase) decrease in prepaid expenses and other current assets
    
    
    (54
    )
    
    
    208Decrease in other assets
    
    
    50
    
    
    
    108Increase (decrease) in accounts payable
    
    
    665
    
    
    
    (1,734
    )Decrease in accrued expenses and other current liabilities
    
    
    (762
    )
    
    
    (1,013
    )Decrease in deferred revenue
    
    
    (2,240
    )
    
    
    (2,546
    )Increase in other liabilities
    
    
    248
    
    
    
    28Net cash provided by operating activities
    
    $
    1,833
    
    
    $
    1,456Cash flows from investing activities:Purchases of property and equipment
    
    $
    (2,001
    )
    
    $
    (1,159
    )Capitalized
software development costs
    
    
    (2,815
    )
    
    
    (408
    )Net cash received for sale of assets of discontinued operations
    
    
    
    
    
    
    500Net cash used in investing activities
    
    $
    (4,816
    )
    
    $
    (1,067
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    $
    
    
    
    $
    (33
    )Excess tax benefit related to stock options
    
    
    30
    
    
    
    Proceeds from exercise of stock options
    
    
    22
    
    
    
    3Net cash provided by (used in) financing activities
    
    $
    52
    
    
    $
    (30
    )Effect of exchange rate changes on cash
    
    
    (70
    )
    
    
    (2
    )Net (decrease) increase in cash and cash equivalents
    
    
    (3,001
    )
    
    
    357Cash and cash equivalents at beginning of period
    
    
    14,570
    
    
    
    14,265Cash and cash equivalents at end of period
    
    $
    11,569
    
    
    $
    14,622Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    
    
    
    $
    5Cash paid during the period for income taxes
    
    $
    489
    
    
    $
    72
  - 5 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months EndedJune 30,2010
    
    2009Supplemental cash flow disclosure(in thousands)Non cash investing and financing activities:Increase in property, plant and equipment
acquisitions in accounts payable
    
    $
    323
    
    
    $
    11For the Six Months EndedJune 30,2010
    
    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 six months ended June 30, 2010
of $0
    
    $
    
    
    
    $
    
  - 6 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 For the Three Months EndedJune 30,2010
    
    2009Statement of comprehensive income(in thousands)Net income
    
    $
    497
    
    
    $
    529Equity adjustment from foreign currency translation
    
    
    (126
    )
    
    
    103Total comprehensive income
    
    $
    371
    
    
    $
    632For the Six Months EndedJune 30,2010

    
    2009Statement of comprehensive income(in thousands)Net income
    
    $
    1,208
    
    
    $
    1,315Equity adjustment from foreign currency translation
    
    
    (203
    )
    
    
    (67
    )Total comprehensive income
    
    $
    1,005
    
    
    $
    1,248
  - 7 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Interim Financial Statements
 Basis of Presentation.
    Acquisitions.
  Functional Currency.
 Foreign Currency Matters
 - 8 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 2  Stockholders Equity Rollforward
  Common
    
    
    Accumu-
    
    
    OtherStock
    
    
    lated
    
    
    CompreAdditional
    
    
    Consid-
    
    
    (Deficit)
    
    
    -hensive
    
    
    Stock-Common Stock
    
    
    Paid-in
    
    
    eration for
    
    
    Retained
    
    
    Gain
    
    
    holders(in thousands)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earn-out
    
    
    Earnings
    
    
    (Loss)
    
    
    EquityBalance at December 31, 2008
    
    
    14,341
    
    
    $
    4
    
    
    $
    42,270
    
    
    $
    
    
    
    $
    1,080
    
    
    $
    58
    
    
    $
    43,412Stock options exercised
    
    
    38
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31Restricted shares issued
    
    
    15
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )Stock consideration for
acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,309
    
    
    
    
    
    
    
    
    
    
    
    1,309Stock based compensation
    
    
    
    
    
    
    
    
    
    
    790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    790Tax benefit on exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Equity adjustment for
foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    21Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,959
    
    
    
    
    
    
    
    2,959Balance at December 31, 2009
    
    
    14,394
    
    
    $
    4
    
    
    $
    43,104
    
    
    $
    1,309
    
    
    $
    4,039
    
    
    $
    79
    
    
    $
    48,535Stock options exercised
    
    
    186
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22Stock consideration for
acquisitions
    
    
    578
    
    
    
    
    
    
    
    2,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,468Stock based compensation
    
    
    
    
    
    
    
    
    
    
    519
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    519Tax benefit on exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30Equity adjustment from
foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (203
    )
    
    
    (203
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,208
    
    
    
    
    
    
    
    1,208Balance at June 30, 2010
    
    
    15,158
    
    
    $
    4
    
    
    $
    46,143
    
    
    $
    1,309
    
    
    $
    5,247
    
    
    $
    (124
    )
    
    $
    52,579
 Note 3  Earnings Per Share
  - 9 -




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income   basic and diluted
    
    $
    497
    
    
    $
    529
    
    
    $
    1,208
    
    
    $
    1,315Denominator  basic:Weighted average number
of common shares
    
    
    15,155
    
    
    
    14,356
    
    
    
    14,852
    
    
    
    14,341Basic income per common share
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.09Denominator  diluted:Weighted average number
of common shares
    
    
    15,155
    
    
    
    14,356
    
    
    
    14,852
    
    
    
    14,341Common share equivalents
of outstanding stock options
    
    
    473
    
    
    
    488
    
    
    
    525
    
    
    
    470Common share equivalents of
unrecognized compensation expense
    
    
    437
    
    
    
    274
    
    
    
    484
    
    
    
    290Weighted average number of
dilutive common equity shares
    
    
    16,065
    
    
    
    15,118
    
    
    
    15,861
    
    
    
    15,101Diluted income per
common share
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.09
  - 10 -




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BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 4  Commitments and Contingencies
   Note 5  Accounts Receivable and Allowance for Doubtful Accounts
  (in thousands)
    
    June 30, 2010
    
    
    December 31, 2009Billed trade accounts receivable
    
    $
    9,787
    
    
    $
    10,164Unbilled trade accounts receivable
    
    
    1,324
    
    
    
    747Other
    
    
    14
    
    
    
    55Total Receivables
    
    $
    11,125
    
    
    $
    10,966Allowance Rollforward (in thousands):Balance at January 1, 2010
    
    $
    9Additions
    
    
    0Write offs (Recoveries)
    
    
    (9
    )Balance at June 30, 2010
    
    $
    0
 - 11 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 6  Income Taxes
       - 12 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 7  Acquisitions
 2010 Acquisition
   Pro Forma Results.
 - 13 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Six Months EndedJune 30,(in thousands except per share data)
    
    2010
    
    2009Total revenue
    
    $
    37,725
    
    
    $
    34,549Income from operations
    
    
    1,306
    
    
    
    532Net Income
    
    
    797
    
    
    
    376Basic earnings per share
    
    $
    0.05
    
    
    $
    0.03Diluted earnings per share
    
    $
    0.05
    
    
    $
    0.02
 Segment Reporting Intangibles
- Goodwill and Other
 Business Combinations
  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
 - 14 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2009 Acquisitions
   Pro Forma Results.
 - 15 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Six MonthsEnded June 30,(in thousands except per share data)
    
    2009Total revenue
    
    $
    36,183Income from operations
    
    
    2,081Net income
    
    
    1,421Basic earnings per share
    
    $
    0.10Diluted earnings per share:
    
    $
    0.09
    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
 - 16 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  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
     - 17 -




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##### 



BIOCLINICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 8  Intangible Assets
  Estimated(in thousands)
    
    June 30, 2010
    
    
    Useful LifeAmortized intangible assets:Technology
    
    $
    843
    
    
    5 yearsTrademarks
    
    
    48
    
    
    5 yearsCustomer backlog
    
    
    2,012
    
    
    
    3 to 7 yearsNon-competition agreement
    
    
    349
    
    
    
    2 to 3 years3,252Accumulated amortization
    
    
    (1,563
    )$
    1,689Unamortized intangible assets:Goodwill
    
    $
    34,327
  Year Ending(in thousands)
    
    December 31,Remainder of 2010
    
    $
    2762011
    
    
    5132012
    
    
    4242013
    
    
    2272014
    
    
    1992015
    
    
    50$
    1,689
  (in thousands)Balance at December 31, 2009
    
    $
    32,933Acquisition of business
    
    
    1,394Balance at June 30, 2010
    
    $
    34,327
 
 - 18 -




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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
    - 19 -




---



##### 



Acquisitions
   
 Forward Looking Statements
  - 20 -




---



##### 



Recent Accounting Pronouncements
  - 21 -




---



##### 



Results of Operations
 Three Months Ended June 30, 2010 and 2009
 Three
    
    
    
    
    
    ThreeMonths
    
    
    
    
    
    Monthsended
    
    % of
    
    ended
    
    % ofJune 30,
    
    Total
    
    June 30,
    
    Total
    
    
    
    
    
    %(in thousands)
    
    2010
    
    Revenue
    
    2009
    
    Revenue
    
    $ Change
    
    ChangeService revenues
    
    $
    15,688
    
    
    
    80.9
    %
    
    $
    13,921
    
    
    
    81.6
    %
    
    $
    1,767
    
    
    
    12.7
    %Reimbursement revenues
    
    
    3,703
    
    
    
    19.1
    %
    
    
    3,142
    
    
    
    18.4
    %
    
    
    561
    
    
    
    17.9
    %Total revenues
    
    
    19,391
    
    
    
    100.0
    %
    
    
    17,063
    
    
    
    100.0
    %
    
    
    2,328
    
    
    
    13.6
    %Cost and expenses:Cost of service revenues
    
    
    9,946
    
    
    
    51.3
    %
    
    
    8,608
    
    
    
    50.5
    %
    
    
    1,338
    
    
    
    15.5
    %Cost of reimbursement revenues
    
    
    3,703
    
    
    
    19.1
    %
    
    
    3,142
    
    
    
    18.4
    %
    
    
    561
    
    
    
    17.9
    %Sales and marketing expenses
    
    
    2,565
    
    
    
    13.2
    %
    
    
    2,166
    
    
    
    12.7
    %
    
    
    399
    
    
    
    18.4
    %General and administrative expenses
    
    
    1,916
    
    
    
    9.9
    %
    
    
    1,867
    
    
    
    10.9
    %
    
    
    49
    
    
    
    2.6
    %Amortization of intangible assets
related to
acquisitions
    
    
    138
    
    
    
    0.7
    %
    
    
    112
    
    
    
    0.7
    %
    
    
    26
    
    
    
    23.2
    %Mergers and acquisitions related costs
    
    
    311
    
    
    
    1.6
    %
    
    
    
    
    
    
    0.0
    %
    
    
    311
    
    
    
    0.0
    %Restructuring Costs
    
    
    
    
    
    
    0.0
    %
    
    
    466
    
    
    
    2.7
    %
    
    
    (466
    )
    
    
    (100
    )%Total cost and expenses
    
    
    18,579
    
    
    
    95.8
    %
    
    
    16,361
    
    
    
    95.9
    %
    
    
    2,218
    
    
    
    13.6
    %Income from operations
    
    
    812
    
    
    
    4.2
    %
    
    
    702
    
    
    
    4.1
    %
    
    
    110
    
    
    
    15.7
    %Interest income
    
    
    2
    
    
    
    0.0
    %
    
    
    10
    
    
    
    0.1
    %
    
    
    (8
    )
    
    
    (80.0
    )%Interest expense
    
    
    (4
    )
    
    
    0.0
    %
    
    
    (3
    )
    
    
    0.0
    %
    
    
    (1
    )
    
    
    33.3
    %Income before income tax
    
    
    810
    
    
    
    4.2
    %
    
    
    709
    
    
    
    4.2
    %
    
    
    101
    
    
    
    14.2
    %Income tax provision
    
    
    (313
    )
    
    
    -1.6
    %
    
    
    (180
    )
    
    
    (1.1
    )%
    
    
    (133
    )
    
    
    73.9
    %Net income
    
    $
    497
    
    
    
    2.6
    %
    
    $
    529
    
    
    
    3.1
    %
    
    $
    (32
    )
    
    
    (6.0
    )%
  -22-




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##### 



-23-




---



##### 



-24-




---



##### 



Six Months Ended June 30, 2010 and 2009
 SixSix Months
    
    
    
    
    
    MonthsEnded
    
    
    
    
    
    Ended
    
    % ofJune 30,
    
    % of Total
    
    June 30,
    
    Total(in thousands)
    
    2010
    
    Revenue
    
    2009
    
    Revenue
    
    $ Change
    
    % ChangeService revenues
    
    $
    30,434
    
    
    
    81.2
    %
    
    $
    28,396
    
    
    
    83.2
    %
    
    $
    2,038
    
    
    
    7.2
    %Reimbursement revenues
    
    
    7,061
    
    
    
    18.8
    %
    
    
    5,737
    
    
    
    16.8
    %
    
    
    1,324
    
    
    
    23.1
    %Total revenues
    
    
    37,495
    
    
    
    100.0
    %
    
    
    34,133
    
    
    
    100.0
    %
    
    
    3,362
    
    
    
    9.9
    %Cost and expenses:Cost of service revenues
    
    
    18,897
    
    
    
    50.4
    %
    
    
    17,669
    
    
    
    51.8
    %
    
    
    1,228
    
    
    
    7.0
    %Cost of reimbursement revenues
    
    
    7,061
    
    
    
    18.8
    %
    
    
    5,737
    
    
    
    16.8
    %
    
    
    1,324
    
    
    
    23.1
    %Sales and marketing expenses
    
    
    4,775
    
    
    
    12.7
    %
    
    
    4,322
    
    
    
    12.7
    %
    
    
    453
    
    
    
    10.5
    %General and administrative
expenses
    
    
    3,988
    
    
    
    10.6
    %
    
    
    3,784
    
    
    
    11.1
    %
    
    
    204
    
    
    
    5.4
    %Amortization of intangible
assets
related to acquisitions
    
    
    279
    
    
    
    0.7
    %
    
    
    231
    
    
    
    0.7
    %
    
    
    48
    
    
    
    20.8
    %Mergers and acquisitions related
costs
    
    
    516
    
    
    
    1.4
    %
    
    
    
    
    
    
    0.0
    %
    
    
    516
    
    
    
    0.0
    %Restructuring costs
    
    
    
    
    
    
    0.0
    %
    
    
    466
    
    
    
    1.4
    %
    
    
    (466
    )
    
    
    (100.0
    )%Total cost and expenses
    
    
    35,516
    
    
    
    94.7
    %
    
    
    32,209
    
    
    
    94.4
    %
    
    
    3,307
    
    
    
    10.3
    %Income from operations
    
    
    1,979
    
    
    
    5.3
    %
    
    
    1,924
    
    
    
    5.6
    %
    
    
    55
    
    
    
    2.9
    %Interest income
    
    
    8
    
    
    
    0.0
    %
    
    
    32
    
    
    
    0.1
    %
    
    
    (24
    )
    
    
    (75.0
    )%Interest expense
    
    
    (7
    )
    
    
    0.0
    %
    
    
    (5
    )
    
    
    0.0
    %
    
    
    (2
    )
    
    
    (40.0
    )%Income before income tax
    
    
    1,980
    
    
    
    5.3
    %
    
    
    1,951
    
    
    
    5.7
    %
    
    
    29
    
    
    
    1.5
    %Income tax provision
    
    
    (772
    )
    
    
    2.1
    %
    
    
    (636
    )
    
    
    1.9
    %
    
    
    136
    
    
    
    21.4
    %Net income
    
    
    1,208
    
    
    
    3.2
    %
    
    
    1,315
    
    
    
    3.9
    %
    
    
    (107
    )
    
    
    (8.1
    )%
    -25-




---



##### 



-26-




---



##### 



Business Segments and Geographic Information
   
 Liquidity and Capital Resources
  Statement of Cash Flow for the six months ended June 30, 2010 compared to June 30, 2009
 Six Months
    
    Six MonthsEnded
    
    Ended(in thousands)
    
    June 30, 2010
    
    June 30, 2009Net cash provided by operating activities
    
    $
    1,833
    
    
    $
    1,448Net cash used in investing activities
    
    $
    (4,816
    )
    
    $
    (1,067
    )Net cash provided by (used in) financing activities
    
    $
    52
    
    
    $
    (30
    )
    -27-




---



##### 



-28-




---



##### 



(in thousands)
    
    Payments Due By PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFacility rent operating
leases
    
    $
    18,588,000
    
    
    $
    1,651,000
    
    
    $
    4,021,000
    
    
    $
    4,621,000
    
    
    $
    8,295,000Employment agreements
    
    
    839,000
    
    
    
    592,000
    
    
    
    247,000
    
    
    
    
    
    
    
    Earn-outs for
Tourtellotte
acquisition
    
    
    3,257,000
    
    
    
    1,257,000
    
    
    
    2,000,000
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    19,427,000
    
    
    $
    2,243,000
    
    
    $
    4,268,000
    
    
    $
    4,621,000
    
    
    $
    8,295,000
     
    
    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.
   -29-




---



##### 



Changes to Critical Accounting Policies and Estimates
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
    -30-




---



##### 



Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
 Changes in internal control over financial reporting
 -31-




---



##### 



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.
 -32-




---



##### 



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.
  -33-




---



##### 



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.
  -34-




---



##### 



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.
   -35-




---



##### 



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.
  -36-




---



##### 



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.
 -37-




---



##### 



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.
  
 
 
 
 
  We may be exposed to liability claims as a result of our involvement in clinical trials.
  -38-




---



##### 



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
    
    
    15,158Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,800Exercise of options which have not been granted
    
    
    1,122Restricted stock units outstanding
    
    
    385Total common stock outstanding assuming exercise or conversion of
all of the above
    
    
    18,465
  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.
  -39-




---



##### 



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.
  -40-




---



##### 



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. Incorporated by reference to
Exhibit 4.1 of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2010.10.1
    
    Loan Agreement dated May 5, 2010, by and
between BioClinica, Inc. and Oxford Bio-Imaging Research, Inc. and PNC
Bank, National Association. Incorporated by reference to Exhibit 4.1
of our Quarterly Report on Form 10-Q for the quarter ended March 31,
2010.10.2
    
    BioClinica, Inc. 2010 Stock Incentive Plan,
adopted by the stockholders of BioClinica, Inc. on May 12, 2010.31.1
    
    Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
 -41-




---



##### 



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).
 -42-




---



##### 



BIOCLINICA, INC.DATE: August 10, 2010
    By:
    /s/ Mark L. WeinsteinMark L. Weinstein, President and Chief ExecutiveOfficer (Principal Executive Officer)DATE: August 10, 2010
    By:
    /s/ Ted I. KaminerTed I. Kaminer, Executive Vice President of Financeand Administration and Chief Financial Officer
(Principal Financial and Accounting Officer) -43-