Bioclinica Inc. has a market cap of $73.4 million; its shares were traded at around $5.1 with a P/E ratio of 21.2 and P/S ratio of 1. BIOC is in the portfolios of Chuck Royce of Royce& Associates, Jim Simons of Renaissance Technologies LLC.
Highlight of Business Operations:As consideration for the Purchased Assets and Assumed Liabilities, the Company paid 577,960 shares of common stock, par value $0.00025 per share, of the Company, valued at a volume weighted average price per share equal to $4.325560, and subject to a post-closing adjustment based on the Final Closing Net Working Capital (as defined in the Purchase Agreement). Pursuant to the terms of the Purchase Agreement, 15% of the aggregate consideration is to be held in escrow to cover any potential indemnification claims under the Purchase Agreement for a period of 12 months following the Closing Date (as defined in the Purchase Agreement). As part of the Purchase Agreement, TranSenda agreed not to directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Companys common stock received pursuant to the Purchase Agreement for a period beginning on the date the Purchase Agreement was executed and continuing to and including the date 12 months after such date. The Company recorded the fair value of the acquisition of $2,468,000 based on the Companys market value of $4.27 on March 25, 2010, the date of acquisition.
Cost of service revenues for the three months ended March 31, 2010 and 2009 were $9.0 million and $9.1 million, respectively, a decrease of $110,000, or 1.2%. Cost of service revenues for the three months ended March 31, 2010 and 2009 were comprised of professional salaries and benefits and allocated overhead. The cost of service revenue remained relatively flat due to the increase in personnel from the Tourtellotte acquisition offset by the savings resulting from the reduction in force implemented in the second quarter of 2009. The cost of revenues as a percentage of total revenues also fluctuates due to work-flow variations in the utilization of staff and the mix of services provided by us in any given period. We expect that our cost of service revenues will increase in fiscal 2010 due to the personnel costs from the acquisition of TranSenda.
General and administrative expenses for the three months ended March 31, 2010 and 2009 were $2.1 million and $1.9 million, respectively, an increase of $155,000, or 8.1%. General and administrative expenses for the three months ended March 31, 2010 and three months ended March 31, 2009 consisted primarily of salaries and benefits, allocated overhead, professional and consulting services and corporate insurance. The increase is primarily due to an increase in professional fees. We expect that our general and administrative expenses will remain relatively flat for the remainder of 2010.
Amortization of intangible assets related to acquisitions for the three months ended March 31, 2010 and 2009 were $141,000 and $119,000, respectively, an increase of $22,000, or 18.5%. Amortization of intangible assets related to acquisitions consisted primarily of amortization of customer backlog, customer relationships, software and non-compete intangibles acquired from the acquisitions of PDS, Tourtellotte and Theralys. The increase is primarily due to the acquisition of Tourtellotte. We expect that the amortization of intangible assets related to acquisitions will increase with the acquisition of TranSenda and as we look to continue to expand our pharmaceutical contract services through potential acquisitions.
Net interest income was $3,000 for the three months ended March 31, 2010 and $20,000 for the three months ended March 31, 2009, a decrease of $17,000, or 85%. Net interest income and expense for the three months ended March 31, 2009 is comprised of interest income earned on our cash balance and interest expense incurred on equipment lease obligations. Net interest income for the three months ended March 31, 2010 is comprised of interest income earned on our cash and has decreased due to lower average daily cash balances.
Net cash used in investing activities for the three months ended March 31, 2010 was $(2,255,000) as compared to net cash provided by investing activities of $103,000 for the three months ended March 31, 2009. We currently anticipate that capital expenditures for the remainder of the fiscal year ending December 31, 2010 will be approximately $3 million. These expenditures primarily represent capitalization of software costs.
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