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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR | response..2.50 |
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For Period Ended: December 31, 2000 +------------------+
| SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| |
For the Transition Period Ended: ________________________ +------------------+
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: COVALENT GROUP, INC.
Former Name if Applicable:
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Address of Principal Executive Office:
ONE GLENHARDIE CORPORATE CENTER
1275 DRUMMERS LANE SUITE 100
(Street and Number)
WAYNE, PENNSYLVANIA 18087
(City, and Zip Code)
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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X | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
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X | (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
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| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
The Registrant is continuing to review and analyze pertinent information and
documentation on recent and ongoing activities of the Registrant, which review
and analysis, and any resulting effect on required disclosure, could not be
completed within the prescribed time, and therefore prevents the Registrant from
completing and filing the report on Form 10-KSB without unreasonable effort and
expense. The Company anticipates that its report on Form 10-KSB will be filed on
or before the fifteenth calendar day following its prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
KENNETH M. BORROW, CHIEF EXECUTIVE OFFICER (610) 975-9533
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On March 30, 2000, the Company issued a press release discussing its fourth
quarter and year-end results. A copy of that press release is attached hereto as
Attachment A and incorporated herein by reference.
COVALENT GROUP, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: APRIL 2, 2001 By: /s/ KENNETH M. BOROW, M.D.
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KENNETH M. BOROW, M.D., CHIEF EXECUTIVE OFFICER
Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or representations of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
ATTACHMENT A
COVALENT GROUP, INC. REPORTS EARNINGS FOR FISCAL 2000
WAYNE, PA, March 30, 2001: Covalent Group, Inc. (Nasdaq: CVGR) today announced
that its fiscal year 2000 earnings were $1,000,000 as compared to $1,438,000 for
the same period in 1999.
The decrease in the Company's fourth quarter and full year earnings was due
predominantly to two factors: (1) the Company's adoption of Securities and
Exchange Commission Staff Accounting Bulletin No. 101 (SAB 101) which resulted
in a deferral of $1,700,000 of revenues previously recognized cumulative
through 2000, the impact of which was a decrease in net income of $470,000; (2)
reversal of $680,000 in previously recorded revenues for a consulting
arrangement with SpeedTrials.com, an internet venture collaborating with
Covalent to develop web-based clinical research management applications for use
by the Company and others. This reversal was necessitated by concerns about
realization to the recorded amounts. At the present time, the Company is
aggressively investigating its options for working with SpeedTrials and expects
to restructure the relationship in the near future.
Kenneth M. Borow, M.D., Chief Executive Officer commented, "We are disappointed
with our fourth quarter performance which interrupts our trend of otherwise
increasing quarterly earnings. Importantly, the $1,700,000 in revenues deferred
upon adoption of SAB 101 will be recognized in the future as contracts progress.
We are anticipating a strong performance in 2001 based on our current backlog of
contracted work of $28 million at December 31, 2000, along with the addition of
significant contracts which are currently being signed. These long-term
contracts will bring both stability and growth to the Company's future earnings.
Condensed Consolidated Statements of Operations
(all amounts in thousands, except per share amounts)
Unaudited
For the Three Months For the Twelve Months
Ended December 31, Ended December 31,
--------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
Revenues
Operating Expenses $1,387 $3,327 $12,027 $14,747
Direct 1,054 1,790 6,415 8,741
Selling and Administrative 995 1,060 3,673 3,832
------ ------ ------- -------
Income from Operations (662) 387 1,939 2,174
Interest Income 11 18 31 109
------ ------ ------- -------
Income before Income Taxes (651) 405 1,970 2,283
Income Tax Provision (Benefit) (136) 150 834 845
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Net Income after Tax and before
Cumulative Effect of Accounting Change (515) 255 1,136 1,438
Cumulative effect of change in accounting for
revenue recognition, net of tax of $93 (136) - (136) -
------ ------ ------- -------
Net Income (Loss) $ 651 $ 255 $ 1,000 $ 1,438
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Net Income (Loss) per Common Share
Basic Earnings per Common Share $(0.05) $ 0.02 $ 0.08 $ 0.12
====== ====== ======= =======
Diluted Earnings per Common Share $(0.05) $ 0.02 $ 0.08 $ 0.12
====== ====== ======= =======
The Covalent Group is a total research management and drug development
organization. Its SpeedTrials collaboration, in addition to its propriety
TeleTrial/R/ interactive speech recognition system, demonstrates that the
company is on the cutting edge of advanced clinical trial processes. Through its
consultative, operational and technologic expertise, The Covalent Group is
setting the standard in new approaches to drug development and clinical trial
safety.
This press release contains forward-looking statements identified by words such
as "believe," "expect," and similar expressions. Actual results might differ
materially from those projected in, expressed in or implied by the forward-
looking statements. Potential risks and uncertainties that could affect the
Company's future operation results include, without limitation: (i) the
Company's success in attracting new business; (ii) the size, duration, and
timing of clinical trials; and (iii) the termination, delay or cancellation of
clinical trials. Additional information concerning factors that could cause
actual results to materially differ from those in forward looking statements is
contained in Covalent's SEC filings, including periodic reports under the
Securities Exchange Act of 1934, as amended, copies of which are available upon
request from Covalent's investor relations department.
Company Contact: Thomas Dean, Investor Relations, (212)421-2545
Contact us on-line: http://www.covalentgroup.com