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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, 2007
 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. 1-11182
 BIO-IMAGING TECHNOLOGIES, 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
 (Registrants Telephone Number,
  þ o
  o o þ
  o þ
  Class
    
    Number of SharesCommon Stock, $0.00025 par value
    
    11,593,842




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION.Item 1. Financial Statements
    
    1CONSOLIDATED BALANCE SHEETS as of March 31, 2007 (unaudited) and
December 31, 2006
    
    2CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended
March 31, 2007 and 2006 (unaudited)
    
    3CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended
March 31, 2007 and 2006 (unaudited)
    
    4NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (unaudited)
    
    6Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    .        13Results of Operations
    
    16Business Segments
    
    18Liquidity and Capital Resources
    
    19Changes to Critical Accounting Policies and Estimates
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    22Item 4. Controls and Procedures
    
    22PART II. OTHER INFORMATION.Item 1A. Risk Factors
    
    23Item 5. Other Information
    
    32Item 6. Exhibits
    
    32SIGNATURES
    
    33Certification of Principal executive officerCertification of principal financial officerCertification of Principal executive officer Sec. 906Certification of principal Financial officer Sec. 906
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PART I. FINANCIAL INFORMATION .
 
 Item 1. Financial Statements.
    1




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,906,579
    
    
    $
    16,166,264Accounts receivable, net
    
    
    6,041,610
    
    
    
    5,564,748Prepaid expenses and other current assets
    
    
    1,195,530
    
    
    
    1,237,405Deferred income taxes
    
    
    1,970,372
    
    
    
    2,210,800Total current assets
    
    
    23,114,091
    
    
    
    25,179,217Property and equipment, net
    
    
    6,700,941
    
    
    
    5,908,281Intangibles and goodwill
    
    
    6,699,707
    
    
    
    2,227,438Deferred income taxes
    
    
    272,954
    
    
    
    272,954Other assets
    
    
    785,736
    
    
    
    519,821Total assets
    
    $
    37,573,429
    
    
    $
    34,107,711LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,961,712
    
    
    $
    1,720,481Accrued expenses and other current liabilities
    
    
    3,187,196
    
    
    
    3,334,554Deferred revenue
    
    
    11,355,174
    
    
    
    9,451,219Current maturities of capital lease obligations
    
    
    370,355
    
    
    
    454,458Total current liabilities
    
    
    16,874,437
    
    
    
    14,960,712Long-term capital lease obligations
    
    
    40,550
    
    
    
    97,036Other liability
    
    
    578,795
    
    
    
    208,208Total liabilities
    
    
    17,493,782
    
    
    
    15,265,956Commitments and ContingenciesStockholders equity:Preferred stock- $.00025 par value; authorized
3,000,000 shares, 0 issued and outstanding at
March 31, 2007 and at December 31, 2006
    
    
    
    
    
    
    Common stock- $.00025 par value; authorized
18,000,000 shares, issued and outstanding
11,583,342 shares at March 31, 2007 and
11,309,550 shares at December 31, 2006
    
    
    2,894
    
    
    
    2,827Additional paid-in capital
    
    
    23,723,974
    
    
    
    22,864,390Accumulated deficit
    
    
    (3,647,541
    )
    
    
    (4,042,619
    )Accumulated other comprehensive gain
    
    
    
    
    
    
    17,157Foreign currency translation adjustment
    
    
    320
    
    
    
    Stockholders equity
    
    
    20,079,647
    
    
    
    18,841,755Total liabilities and stockholders equity
    
    $
    37,573,429
    
    
    $
    34,107,711
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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 For the Three Months EndedMarch 31,2007
    
    
    2006Service revenues
    
    $
    8,759,421
    
    
    $
    7,242,591Reimbursement revenues
    
    
    2,316,034
    
    
    
    2,067,160Total revenues
    
    
    11,075,455
    
    
    
    9,309,751Cost and expenses:Cost of revenues
    
    
    7,541,509
    
    
    
    6,684,840General and administrative expenses
    
    
    1,472,278
    
    
    
    1,371,246Sales and marketing expenses
    
    
    1,560,026
    
    
    
    1,447,728Total cost and expenses
    
    
    10,573,813
    
    
    
    9,503,814Income (loss) from operations
    
    
    501,642
    
    
    
    (194,063
    )Interest income
    
    
    160,552
    
    
    
    117,533Interest expense
    
    
    (3,731
    )
    
    
    (17,183
    )Income (loss) before income tax provision (benefit)
    
    
    658,463
    
    
    
    (93,713
    )Income tax provision (benefit)
    
    
    263,385
    
    
    
    (38,038
    )Net income (loss)
    
    $
    395,078
    
    
    $
    (55,675
    )Basic income (loss) per common share
    
    $
    0.03
    
    
    $
    (0.01
    )Weighted average number of common shares
    
    
    11,467,015
    
    
    
    11,180,310Diluted income (loss) per common share
    
    $
    0.03
    
    
    $
    (0.01
    )Weighted average number of dilutive common equivalent shares
    
    
    12,657,405
    
    
    
    11,180,310
  3




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    395,078
    
    
    $
    (55,675
    )Adjustments to reconcile net income to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    534,123
    
    
    
    548,496Provision (benefit) for deferred income taxes
    
    
    240,428
    
    
    
    (38,038
    )Bad debt benefit
    
    
    
    
    
    
    (2,912
    )Non-cash stock based compensation expense
    
    
    74,646
    
    
    
    83,895(Gain) loss on foreign currency options
    
    
    (10,398
    )
    
    
    19,016Changes in operating assets and liabilities:(Increase) in accounts receivable
    
    
    (249,095
    )
    
    
    (146,102
    )Decrease (increase) in prepaid expenses and other current assets
    
    
    6,348
    
    
    
    (196,111
    )(Increase) decrease in other assets
    
    
    (108,078
    )
    
    
    44,491Decrease in accounts payable
    
    
    (85,420
    )
    
    
    (246,158
    )Decrease in accrued expenses and other current liabilities
    
    
    (381,435
    )
    
    
    (357,541
    )Increase in deferred revenue
    
    
    1,762,189
    
    
    
    1,732,088Increase in other liabilities
    
    
    4,648
    
    
    
    4,003Net cash provided by operating activities
    
    
    2,183,034
    
    
    
    1,389,452Cash flows from investing activities:Purchases of property and equipment
    
    
    (842,876
    )
    
    
    (448,382
    )Net cash paid for acquisition
    
    
    (3,565,725
    )
    
    
    Net cash used in investing activities
    
    
    (4,408,601
    )
    
    
    (448,382
    )Cash flows from financing activities:Payments under equipment lease obligations
    
    
    (140,589
    )
    
    
    (228,045
    )Premium paid for foreign currency options
    
    
    
    
    
    
    (14,077
    )Proceeds from exercise of stock options
    
    
    106,471
    
    
    
    14,386Net cash used in financing activities
    
    
    (34,118
    )
    
    
    (227,736
    )Net (decrease) increase in cash and cash equivalents
    
    
    (2,259,685
    )
    
    
    713,334Cash and cash equivalents at beginning of period
    
    
    16,166,264
    
    
    
    10,553,668Cash and cash equivalents at end of period
    
    $
    13,906,579
    
    
    $
    11,267,002
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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Supplemental cash flow disclosure
  For the Three Months EndedMarch 31,2007
    
    2006Increase in property, plant and equipment acquisitions in
accounts payable
    
    
    243,558
    
    
    
    170,317
 Acquired business
 For the Three Months EndedMarch 31,2007
    
    2006Accounts receivable
    
    
    227,767
    
    
    
    Property and equipment, net
    
    
    185,261
    
    
    
    Other assets
    
    
    53,432
    
    
    
    Intangible assets and goodwill
    
    
    4,590,000
    
    
    
    Net current liabilities assumed
    
    
    (377,131
    )
    
    
    Other liabilities assumed
    
    
    (353,263
    )
    
    
    Common stock issued
    
    
    (760,341
    )
    
    
    Cash paid for acquired business, net of cash acquired of $200,972
    
    
    3,565,725
    
    
    
    
 Statement of comprehensive income (loss)
 For the Three Months EndedMarch 31,2007
    
    2006Net income (loss)
    
    
    395,078
    
    
    
    (55,675
    )Other comprehensive income (loss), net of tax
    
    
    
    
    
    
    Net unrealized income (loss) on derivative instruments
    
    
    
    
    
    
    17,157Foreign currency translation adjustment
    
    
    320
    
    
    
    Total comprehensive income (loss)
    
    
    395,398
    
    
    
    (38,518
    )
  5




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Basis of Presentation.
         -6-




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   Three Months EndedMarch 31,2007
    
    
    2006Net income (loss)  basic and diluted
    
    $
    395,078
    
    
    $
    (55,675
    )Denominator  basic:Weighted average number
of common shares
    
    
    11,467,015
    
    
    
    11,180,310Basic income (loss) per common share
    
    $
    0.03
    
    
    $
    (0.01
    )Denominator  diluted:Weighted average number
of common shares
    
    
    11,467,015
    
    
    
    11,180,310Common share equivalents of
outstanding stock options
    
    
    1,093,671
    
    
    
    Common share equivalents of unrecognized
compensation expense
    
    
    96,719
    
    
    
    Weighted average number of
dilutive common equity shares
    
    
    12,657,405
    
    
    
    11,180,310Diluted income (loss) per
common share
    
    $
    0.03
    
    
    $
    (0.01
    )
    7




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    8




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  PharmaceuticalContract Services
    
    
    CapMed Division
    
    
    Consolidated TotalFor the three months ended
March 31, 2007Total revenues
    
    $
    10,941,339
    
    
    $
    134,116
    
    
    $
    11,075,455Total cost and expenses
    
    $
    10,059,285
    
    
    $
    514,528
    
    
    $
    10,573,813Income (loss) from operations
    
    $
    882,054
    
    
    $
    (380,412
    )
    
    $
    501,642For the three months ended
March 31, 2006Total revenues
    
    $
    9,223,736
    
    
    $
    86,015
    
    
    $
    9,309,751Total cost and expenses
    
    $
    8,934,119
    
    
    $
    569,695
    
    
    $
    9,503,814Income (loss) from operations
    
    $
    289,617
    
    
    $
    (483,680
    )
    
    $
    (194,063
    )
    9




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2007
    
    
    December 31, 2006Billed trade accounts receivable
    
    $
    5,019,315
    
    
    $
    4,781,682Unbilled trade accounts receivable
    
    
    998,786
    
    
    
    771,818Other
    
    
    23,509
    
    
    
    11,248Total Receivables
    
    $
    6,041,610
    
    
    $
    5,564,748Allowance Rollforward:Balance at January 1, 2007
    
    $
    14,000Additions
    
    
    Write offs (net of recoveries)
    
    
    (14,000
    )Balance at March 31, 2007
    
    $
    0
    10




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       11




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BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
 Pharmaceutical Contract Services
    .
 - 13 -




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CapMed Division
   Forward Looking Statements
  - 14 -




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Application of Critical Accounting Policies and Estimates
   - 15 -




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Results of Operations
 Three Months Ended March 31, 2007 and 2006
 Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    
    
    
    
    EndedMarch 31,
    
    
    % of Total
    
    
    March 31,
    
    
    % of Total2007
    
    
    Revenue
    
    
    2006
    
    
    Revenue
    
    
    $ Change
    
    
    % ChangeService revenues
    
    $
    8,759,421
    
    
    
    79.1
    %
    
    $
    7,242,591
    
    
    
    77.8
    %
    
    $
    1,516,830
    
    
    
    20.9
    %Reimbursement
revenues
    
    
    2,316,034
    
    
    
    20.9
    %
    
    
    2,067,160
    
    
    
    22.2
    %
    
    
    248,874
    
    
    
    12.0
    %Total revenues
    
    
    11,075,455
    
    
    
    100.0
    %
    
    
    9,309,751
    
    
    
    100.0
    %
    
    
    1,765,704
    
    
    
    19.0
    %Cost and expenses:Cost of revenues
    
    
    7,541,509
    
    
    
    68.1
    %
    
    
    6,684,840
    
    
    
    71.8
    %
    
    
    856,669
    
    
    
    12.8
    %General and
administrative
expenses
    
    
    1,472,278
    
    
    
    13.3
    %
    
    
    1,371,246
    
    
    
    14.7
    %
    
    
    101,032
    
    
    
    7.4
    %Sales and marketing
expenses
    
    
    1,560,026
    
    
    
    14.1
    %
    
    
    1,447,728
    
    
    
    15.6
    %
    
    
    112,298
    
    
    
    7.8
    %Total cost and
expenses
    
    
    10,573,813
    
    
    
    95.5
    %
    
    
    9,503,814
    
    
    
    102.1
    %
    
    
    1,069,999
    
    
    
    11.3
    %Income (loss) from
operations
    
    
    501,642
    
    
    
    4.5
    %
    
    
    (194,063
    )
    
    
    (2.1
    )%
    
    
    695,705
    
    
    
    (358.5
    )%Interest income
    
    
    160,552
    
    
    
    1.4
    %
    
    
    117,533
    
    
    
    1.3
    %
    
    
    43,019
    
    
    
    36.6
    %Interest expense
    
    
    (3,731
    )
    
    
    0.0
    %
    
    
    (17,183
    )
    
    
    (0.2
    )%
    
    
    13,452
    
    
    
    (78.3
    )%Income (loss) before
income tax benefit
    
    
    658,463
    
    
    
    5.9
    %
    
    
    (93,713
    )
    
    
    (1.0
    )%
    
    
    752,176
    
    
    
    (802.6
    )%Income tax provision
(benefit)
    
    
    263,385
    
    
    
    2.4
    %
    
    
    (38,038
    )
    
    
    (0.4
    )%
    
    
    301,423
    
    
    
    (792.4
    )%Net income (loss)
    
    $
    395,078
    
    
    
    3.6
    %
    
    $
    (55,675
    )
    
    
    (0.6
    )%
    
    $
    450,753
    
    
    
    (809.6
    )%
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.
 
 Business Segments
  - 18 -




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Liquidity and Capital Resources
 Three Months
    
    Three MonthsEnded
    
    EndedMarch 31, 2007
    
    March 31, 2006Net cash provided by operating activities
    
    $
    2,183,034
    
    
    $
    1,389,452Net cash used in investing activities
    
    $
    (4,408,601
    )
    
    $
    (448,382
    )Net cash used in financing activities
    
    $
    (34,118
    )
    
    $
    (227,736
    )
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Payments Due By PeriodMoreLess than 1
    
    
    
    
    
    
    
    
    
    than 5Contractual obligations
    
    Total
    
    year
    
    1-3 years
    
    3-5 years
    
    yearsCapital lease obligations
    
    $
    410,905
    
    
    $
    370,356
    
    
    $
    40,550
    
    
    
    
    
    
    
    Facility rent operating
leases
    
    $
    4,184,876
    
    
    $
    1,432,258
    
    
    $
    2,446,578
    
    
    $
    306,040
    
    
    
    Employment agreements
    
    $
    842,083
    
    
    $
    535,000
    
    
    $
    307,083
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    5,437,865
    
    
    $
    2,337,614
    
    
    $
    2,794,211
    
    
    $
    306,040
    
    
    
    
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
    
    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.
   
 Changes to Critical Accounting Policies and Estimates
  -21-




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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  Foreign Currency Risk
   
 Item 4. Controls and Procedures.
 Evaluation of disclosure controls and procedures
 -22-




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Changes in internal control over financial reporting
 
 PART II. OTHER INFORMATION .
 
 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.
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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.
  
    
    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.
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We have experienced substantial expansion in the past, and if we fail to properly manage that
expansion, our business may suffer.
   
    
    effectively market our services to pharmaceutical, biotechnology and medical device
companies;
    
    continue to improve operating, administrative and information systems;
    
    accurately predict future personnel and resource needs to meet client contract
commitments;
    
    successfully integrate our acquired companies and businesses;
    
    track the progress of on-going client projects; and
    
    attract and retain qualified management, sales, professional and technical operating
personnel.
  
    
    assimilate differences in foreign business practices and regulations;
    
    hire and retain qualified personnel; and
    
    overcome language and cultural barriers.
 We may engage in future acquisitions, which may be expensive and time consuming and from which we
may not realize anticipated benefits.
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Loss of key personnel, or failure to attract and retain additional personnel, may cause the success
and growth of our business to suffer.
  Our revenues, earnings and operating costs are exposed to exchange rate fluctuations.
  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;
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
    
    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.
   Failure to comply with existing regulations could result in increased costs to complete clinical
trials.
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Our CapMed division may not reach profitability.
  Changes in governmental regulation could decrease the need for the services we provide, which would
negatively affect our future business opportunities.
     If governmental agencies do not accept the data and analyses generated by our services, the need
for our services would be eliminated or substantially reduced.
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We may be exposed to liability claims as a result of our involvement in clinical trials.
  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
    
    
    11,583,342Common stock issuable upon:Exercise of options which are outstanding
    
    
    1,805,550Exercise of options which have not been granted
    
    
    598,944Total common stock outstanding assuming exercise
or conversion of all of the above
    
    
    13,987,836
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Shares of our common stock eligible for public sale may have a negative impact on its market price.
   There are a limited number of shareholders 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 influence 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.
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
    
    operating results;
    
    analysts reports;
    
    market conditions in the industry;
    
    changes in governmental regulations; and
    
    changes in general conditions in the economy or the financial markets.
   Certain provisions of our charter and Delaware law could make a takeover difficult and may prevent
or frustrate attempts by our stockholders to replace or remove our management team.
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Item 5.            Other Information.
  
 Item 6.            Exhibits.
 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).
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BIO-IMAGING TECHNOLOGIES, INC.DATE: May 15, 2007
    
    
    
    By:
    
    /s/ Mark L. WeinsteinMark L. Weinstein, President and Chief Executive
Officer (Principal Executive Officer)DATE: May 15, 2007
    
    
    
    By:
    
    /s/ Ted I. KaminerTed I. Kaminer, Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
 -33-