BioClinica Announces Fourth Quarter and Full Year 2012 Financial Results

  BioClinica Announces Fourth Quarter and Full Year 2012 Financial Results

Business Wire

NEWTOWN, Pa. -- February 6, 2013

BioClinica^®, Inc. (NASDAQ: BIOC), a leading global provider of clinical trial
management solutions, today announced its financial results for the fourth
quarter and full year ended December 31, 2012.

Financial highlights for the quarter ended December 31, 2012 include:

  *Service revenues increased 20.9% to $22.2 million as compared with $18.3
    million for the same period 2011.
  *GAAP operating income was $2.1 million compared with $1.8 million for the
    same period 2011.
  *GAAP net income was $1.2 million, or $0.07 per fully diluted share, as
    compared with $1.2 million, or $0.07 per fully diluted share in the
    year-ago quarter.
  *Non-GAAP operating income increased 23.0% to $2.9 million as compared with
    $2.4 million for the same period 2011.
  *Non-GAAP net income increased 12.5% to $1.7 million, or $0.10 per fully
    diluted share, compared to $1.5 million or $0.09 per fully diluted share
    reported in last year's fourth quarter.
  *Backlog was $122.2 million compared with $123.1 million in the year-ago
    fourth quarter.

Financial highlights for the full year ended December 31, 2012 include:

  *Service revenues increased 16.2% to $79.0 million as compared with $68.0
    million for the same period 2011.
  *GAAP operating income was $6.5 million (after a restructuring charge of
    $839,000), as compared with $4.4 million (after a restructuring charge of
    $1.7 million) for the same period 2011.
  *GAAP net income was $3.7 million or $0.23 per fully diluted share (after
    the $839,000, or $0.03 per fully diluted share restructuring charge), as
    compared with $2.8 million or $0.17 per fully diluted share (after the
    $1.7 million or $0.07 per fully diluted share restructuring charge) for
    the same period 2011.
  *Non-GAAP operating income increased 20.2% to $9.9 million as compared with
    $8.2 million for the same period 2011.
  *Non-GAAP net income increased 12.8% to $6.0 million or $0.36 per fully
    diluted share, compared with $5.3 million or $0.32 per fully diluted share
    in 2011.

Mark L. Weinstein, President and Chief Executive Officer of BioClinica said,
"During the fourth quarter we continued to execute our business plan, focusing
on our goals of being a leading global provider of clinical trial solutions,
advancing our comprehensive clinical trial development platform with
best-in-class solutions, and leveraging our investment in technology and
infrastructure."

Mr. Weinstein continued, "We value each of our clients, and strive to deliver
the best-in-class services to each of them. Accordingly, as we have previously
discussed, in order to remain competitive and offer a best-in-class solution,
we continue to invest in our business and our software platform."

"As a result of the transaction announced on January 30, 2013, we do not
intend to issue earnings guidance for 2013. However, the forthcoming Schedule
14D-9 is expected to be filed on or about February 11, 2013, and this filing
is expected to contain the material forecasts and projections shared with our
potential buyer," he concluded.

Non-GAAP Financial Information

BioClinica is providing information on 2012 and 2011 non-GAAP income from
operations, non-GAAP net income and non-GAAP diluted earnings per share that
exclude certain items, as well as the related income tax effects, because of
the nature of these items and the impact they have on the analysis of
underlying business performance and trends. The non-GAAP information excludes,
certain of which are recurring in nature, the impact of stock-based
compensation, amortization of intangible assets related to acquisitions,
restructuring charges and merger and acquisition costs. We believe the
non-GAAP information provides supplemental information useful to investors in
comparing our results of operations on a consistent basis from period to
period. Management uses these non-GAAP measures in assessing our core
operating performance and evaluating our ongoing business operations. These
measures are not in accordance with, or an alternative for, generally accepted
accounting principles (GAAP) and may be different from non-GAAP measures used
by other companies. Therefore, the information may not necessarily be
comparable to that of other companies and should be considered as a supplement
to, not a substitute for, or superior to, the corresponding measures
calculated in accordance with GAAP. Investors are encouraged to review the
reconciliations of these non-GAAP financial measures to the comparable GAAP
results, which are included below in this press release.

About BioClinica, Inc.

BioClinica, Inc. is a leading global provider of integrated,
technology-enhanced clinical trial management solutions. BioClinica supports
pharmaceutical and medical device innovation with imaging core lab, internet
image transport, electronic data capture, interactive voice and web response,
clinical trial management and clinical supply chain design and optimization
solutions. BioClinica solutions maximize efficiency and manageability
throughout all phases of the clinical trial process. With over 20 years of
experience and more than 2,000 successful trials to date, BioClinica has
supported the clinical development of many new medicines from early phase
trials through final approval. BioClinica operates state-of-the-art,
regulatory-body-compliant imaging core labs on two continents, and supports
worldwide eClinical and data management services from offices in the United
States, Europe and Asia. For more information, please visit
www.bioclinica.com.

Important Information About the Tender Offer

This announcement and the description contained herein are for informational
purposes only and are not an offer to purchase or a solicitation of an offer
to sell securities of BioClinica, Inc. The tender offer described herein has
not yet been commenced. At the time the tender offer is commenced, affiliates
of JLL Partners, Inc. intend to file a tender offer statement on a Schedule TO
containing an offer to purchase, a letter of transmittal and other related
documents with the Securities and Exchange Commission. At the time the tender
offer is commenced, BioClinica, Inc. intends to file with the Securities and
Exchange Commission a solicitation/recommendation statement on Schedule 14D-9
and, if required, will, file a proxy statement or information statement with
the Securities and Exchange Commission in connection with the merger, the
second step of the transaction, at a later date. Such documents will be mailed
to stockholders of record and will also be made available for distribution to
beneficial owners of common stock of BioClinica, Inc. The solicitation of
offers to buy common stock of BioClinica will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents.
Stockholders are advised to read the offer to purchase and the letter of
transmittal, the solicitation/recommendation statement, the proxy statement,
the information statement and all related documents, if and when such
documents are filed and become available, as they will contain important
information about the tender offer and proposed merger. Stockholders can
obtain these documents when they are filed and become available free of charge
from the Securities and Exchange Commission's website at http://www.sec.gov,
or from the information agent JLL selects. In addition, copies of the
solicitation/recommendation statement, the proxy statement and other filings
containing information about BioClinica, Inc., the tender offer and the merger
may be obtained, if and when available, without charge, by directing a request
to BioClinica, Inc. Attention: Ted Kaminer, Chief Financial Officer, at 826
Newtown-Yardley Rd., Newtown, PA 18940, or on BioClinica’s corporate website
at http://www.bioclinica.com.

Forward-looking statements

Certain statements made in this press release are “forward-looking statements”
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may be identified by, among other things, the use of
forward-looking terminology such as “believes”, “expects”, “may”, “should” or
“anticipates” or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. Such forward-looking statements include the decision by
BioClinica, Inc. to enter into an agreement to be acquired by the holding
company controlled by JLL Partners, the ability of BioClinica, Inc. and the
holding company controlled by JLL Partners to complete the transaction
contemplated by the definitive agreement, including the parties’ ability to
satisfy the conditions set forth in the merger agreement, and the possibility
of any termination of the definitive agreement. The forward-looking statements
contained in this press release are based on our current expectations, and
those made at other times will be based on our expectations when the
statements are made. Factors that could cause or contribute to such
differences include, but are not limited to, the expected timetable for
completing the proposed transaction; the risk and uncertainty in connection
with a strategic alternative process; financial results; the demand for our
services and technologies; growing recognition for the use of independent
medical image review services; trends toward the outsourcing of imaging
services in clinical trials; realized return from our marketing efforts;
increased use of digital medical images in clinical trials; integration of our
acquired companies and businesses; expansion into new business segments; the
success of any potential acquisitions and the integration of current
acquisitions; and the level of our backlog are examples of such
forward-looking statements; the timing of revenues due to the variability in
size, scope and duration of projects; estimates made by management with
respect to our critical accounting policies; regulatory delays; clinical study
results which lead to reductions or cancellations of projects and other
factors, including general economic conditions and regulatory developments,
not within our control. Further information can be found in the risk factors
contained in the Annual Report of BioClinica, Inc. on Form 10-K for the year
ended December 31, 2011 and its most recent filings. BioClinica, Inc. does not
undertake to update the disclosures made herein, and you are urged to read our
filings with the Securities and Exchange Commission.


BIOCLINICA, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
                                                         
                                                                      
                        For the Three Months Ended     For the Twelve Months
                                                       Ended
                        12/31/12         12/31/11      12/31/12       12/31/11
                                                                      
Service revenues        22,167           18,335        79,002         67,993
Reimbursement           5,440            4,084         19,276         15,971
revenues
Total revenues          $27,607          $22,419       $98,278        $83,964
                                                                      
Costs and
expenses:
Cost of service         13,391           10,785        48,639         42,217
revenues
Cost of
reimbursement           5,440            4,084         19,276         15,971
revenues
Sales &
marketing               2,884            2,402         10,732         8,726
expenses
General & admin.        3,479            3,145         11,560         10,172
expenses
Amortization of
intangible assets       105              156           534            623
related to
acquisitions
Mergers &
acquisition             190              -             190            162
related costs
Restructuring           -                -             839            1,719
costs
Total cost and          25,489           20,572        91,770         79,590
expenses
                                                                      
Operating income        2,118            1,847         6,508          4,374
Interest income         (37)             (14)          (104)          (40)
(expense) - net
Income before           2,081            1,833         6,404          4,334
income tax
Income tax              923              668           2,677          1,536
provision (1)
Net income              $1,158           $1,165        $3,727         $2,798
                                                                      
Basic earnings          $0.07            $0.07         $0.24          $0.18
per share
                                                                      
Weighted average
number of shares        15,604           15,677        15,626         15,652
- basic
                                                                      
Diluted earnings        $0.07            $0.07         $0.23          $0.17
per share
                                                                      
Weighted average
number of shares        16,522           16,165        16,486         16,432
- diluted
                                                                      


(1) Our effective tax rate would have been less by approximately 3%, with the
federal research and experimentation credit,
if Congress had enacted the American Taxpayer Relief Act before December 31,
2012.


                                                                             
BIOCLINICA, INC. AND SUBSIDIARIES
GAAP to non-GAAP Reconciliation (1)
(in thousands, except per share data)
(unaudited)
                                                         
                                                                             
                      For the Three Months Ended     For the Twelve Months
                                                     Ended
                      12/31/12         12/31/11      12/31/12       12/31/11
                                                                             
GAAP operating        2,118            1,847         6,508          4,374
income
Stock-based           479              348           1,846          1,369
compensation *
Amortization of
intangible assets     105              156           534            623
related to
acquisitions
Mergers &
acquisition           190              -             190            162
related costs
Restructuring         -                -             839            1,719
charges
Non-GAAP              $2,892           $2,351        $9,917         $8,247
operating income
                                                                             
GAAP net income       1,158            1,165         3,727          2,798
(2)
Stock-based
compensation,         316              220           1,218          884
net of taxes
Amortization of
intangible assets
related to            69               98            352            402
acquisitions, net
of taxes
Mergers &
acquisition           125              -             125            105
related costs,
net of taxes
Restructuring
charges, net of       -                -             554            1,110
taxes
Non-GAAP net          1,668            $1,483        5,976          $5,299
income
                                                                             
GAAP diluted
earnings per          $0.07            $0.07         $0.23          $0.17
share
                                                                             
Non-GAAP diluted
earnings per          $0.10            $0.09         $0.36          $0.32
share
                                                                             
                                                                             
                                                                             
* Stock based compensation included in total costs and expenses is as
follows:
Cost of service       138              120           544            471
revenues
Sales &
marketing             14               11            55             41
expenses
General & admin.      327              217           1,247          857
expenses
                      479              348           1,846          1,369
                                                                             


(1) This table presents a reconciliation of GAAP to non-GAAP income from
operations, net income and
diluted earnings per share for the three and twelve months ended December 31,
2012 and 2011. The non-GAAP
information excludes the impact of stock-based compensation, amortization of
intangible assets
related to acquisitions, restructuring charges and merger and acquisition
costs.

(2) Our effective tax rate would have been less by approximately 3%, with the
federal research and experimentation credit, if Congress
had enacted the American Taxpayer Relief Act before December 31, 2012.



BIOCLINICA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
(unaudited)
                                                        
                                                              
                                         December 31,         December 31,
                                         2012                 2011
ASSETS
                                                              
Cash & cash equivalents                  $13,915              $12,575
Accounts receivable, net                 22,620               16,353
Prepaid expenses & other current         1,858                1,743
assets
Deferred income taxes                    4,807                5,637
Total current assets                     43,200               36,308
                                                              
Property & equipment, net                21,463               16,186
Intangibles, net                         1,274                1,808
Goodwill                                 34,302               34,302
Deferred income taxes                    -                    1,021
Other assets                             1,055                796
                                                              
Total assets                             101,294              $90,421
                                                              
LIABILITIES
                                                              
Accounts payable                         $5,630               $2,422
Accrued expenses & other current         6,656                5,944
liabilities
Deferred revenue                         14,907               13,438
Deferred income tax                      -                    526
Current maturities of capital lease      1,176                423
obligations
Current liability for acquisition        -                    2,000
earn-out
Total current liabilities                28,369               24,753
                                                              
Long-term capital lease obligations      3,948                1,535
Deferred income taxes                    5,002                4,499
Other liability                          1,512                1,574
Total liabilities                        38,831               32,361
                                                              
STOCKHOLDERS' EQUITY
Common stock                             4                    4
Treasury stock                           (2,479)              (1,126)
Additional paid-in-capital               51,598               49,564
Retained earnings                        13,317               9,590
Accumulated other comprehensive          23                   28
(loss) income
Total stockholders' equity               62,463               58,060
                                                              
Total liabilities & stockholders'        $101,294             $90,421
equity
                                                              


BIOCLINICA, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
                                                            
                                                                     
                                                   For the Twelve Months Ended
                                                   12/31/12          12/31/11
                                                                     
Cash flows from operating activities:
Net income                                         3,727             2,798
Adjustments to reconcile net income to net
cash provided by
operating activities:
Depreciation and amortization                      5,251             4,550
Provision for deferred income taxes                1,776             295
Excess tax benefit related to stock options        (101)             (20)
Change in deferred taxes related to canceled       152               -
options
Bad debt provision                                 10                22
Stock based compensation                           1,846             1,369
Gain on sale/leaseback                             147               47
Accretion of acquisition earn-out                  -                 114
Changes in operating assets and liabilities:
Increase in accounts receivable                    (6,277)           (4,507)
(Increase) decrease in prepaid expenses &          (143)             761
other current assets
Increase in other assets                           (260)             (91)
Increase in accounts payable                       2,540             355
(Decrease) increase in accrued expenses &          (69)              1,294
other current liabilities
Increase in deferred revenue                       1,469             42
(Decrease) increase in other liabilities           (65)              697
Net cash provided by operating activities          $10,003           $7,726
                                                                     
Cash flows from investing activities:
Purchases of property & equipment                  (3,918)           (1,859)
Capitalized software development costs             (4,986)           (3,908)
Net cash paid for acquisition earn-out             (2,000)           -
Net cash used in investing activities              (10,904)          (5,767)
                                                                     
Cash flows from financing activities:
Proceeds from sale/leaseback                       3,893             1,335
Payments under capital lease obligations           (727)             (253)
Purchase of treasury stock                         (1,353)           (1,110)
Excess tax benefit related to stock options        101               20
Change in deferred taxes related to canceled       (152)
options
Proceeds from exercise of stock options            466               205
Net cash provided by financing activities          $2,228            $197
                                                                     
Effect of exchange rate changes on cash            13                (24)
                                                                     
Net increase in cash & cash equivalents            $1,340            $2,132
Cash and cash equivalents at beginning of          $12,575           10,443
period
Cash and cash equivalents at end of period         $13,915           $12,575
                                                                     

Contact:

BioClinica, Inc.
Company:
Ted Kaminer, 267-757-3097
or
Porter, LeVay & Rose, Inc.
Investors:
Cheryl Schneider, 212-564-4700