UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported): July 15, 2014 (July 15, 2014)

 

 

COVER-ALL TECHNOLOGIES INC.
(Exact name of Registrant as Specified in its Charter)

 

 

Delaware 1-09228 13-2698053
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

 

412 Mt. Kemble Avenue, Suite 110C, Morristown, New Jersey 07960
(Address of Principal Executive Offices)

 

 

Registrant's telephone number, including area code (973) 461-5200

 

 

 
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 2.02.    Results of Operations and Financial Condition.

 

On July 15, 2014, Cover-All Technologies Inc. issued a press release announcing certain of its preliminary financial results for the quarter ended June 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

 

The information furnished in this section of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press Release, dated July 15, 2014.

 

[signature on following page]

 


 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COVER-ALL TECHNOLOGIES INC.
     
     
Date:  July 15, 2014 By: /s/ Ann F. Massey
    Ann F. Massey, Chief Financial Officer

 


 

Index to Exhibits

 

Exhibit No. Description
Exhibit 99.1 Press Release, dated July 15, 2014.

 

 

 


 

 

 



 

Exhibit 99.1

 

Cover-All Technologies Inc.

412 Mt. Kemble Avenue, Suite 110C

Morristown, NJ 07960

Tel: 973.461.5200

 

 

FOR IMMEDIATE RELEASE

 

Cover-All Business Update

 

MORRISTOWN, NEW JERSEY (July 15, 2014) – Cover-All Technologies Inc. (NYSE MKT: COVR) today provided important business updates for the quarter ended June 30, 2014.

 

Preliminary results for the 2014 second quarter include:

 

   ·  Total revenues were approximately $5.0 million, compared to $4.0 million for the 2013 second quarter.
        
   ·  Net income was approximately $0.3 million, or $0.01 per diluted share, compared to a loss of $1.2 million, or $(0.04) per share, in the same period of 2013.
        
   ·  Earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP metric, was over $0.8 million, or $0.03 per diluted share, compared to $0.2 million, or $0.01 per diluted share, in the same period of 2013.

 

“Our preliminary 2014 second quarter results demonstrate strong year-over-year improvements in profitability and revenues,” said Manish Shah, CEO and President of Cover-All. “These results reflect the business strategies and investments we made last year and we are seeing encouraging trends developing in the market as we enter the second half of the year.”

 

The Company is also experiencing higher than expected demand for professional services and is working to scale the organization for meeting this increasing demand. As a result, management expects revenues from professional services to be $8.5 $9.5 million in 2014, up from its previous expectation of $7.5 – $8.5 million.

 

Additionally, the Company is assessing M&A prospects including a transformative opportunity which will help accelerate Cover-All’s growth and leadership in the marketplace. These opportunities are in various stages and it is premature to project their timeline and whether any of them will materialize.

 

“As I hope you can see from this release, we are working hard to grow and appreciate your patience while we transform our company. I am excited about Cover-All’s vast potential to grow organically and through acquisitions. We are confident successful implementations will create future revenue opportunities later in the year. I appreciate your continued support and look forward to updating you in more detail in our second quarter financial release and conference call,” concluded Mr. Shah.

 

A reconciliation of the Company's anticipated GAAP and non-GAAP earnings is provided in the following table:

 

Cover-All Technologies Inc. and Subsidiaries
EBITDA RECONCILIATION TO U.S. GAAP NET INCOME
(UNAUDITED)
  Three Months Ended
March 31,
  2014   2013
Net Income $ 0.3 million   $ (1.2) million
Interest Expense, Net   0.1 million     0.1 million
Depreciation   0.0 million     0.1 million
Amortization   0.4 million     1.2 million
EBITDA $ 0.8 million   $ 0.2 million

 


 

FORWARD-LOOKING STATEMENTS

Statements in this press release, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks which may cause the Company’s actual results in future periods to differ materially from expected results. Those risks include, among others, risks associated with increased competition, customer decisions, the successful completion of continuing development of new products, the successful negotiations, execution and implementation of anticipated new software contracts, the successful implementation of our acquisition strategies and our ability to complete or integrate acquisitions, the successful addition of personnel in the marketing and technical areas, our ability to complete development and sell and license our products at prices which result in sufficient revenues to realize profits and other business factors beyond the Company’s control. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (“SEC”) over the last 12 months, including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 28, 2014, copies of which are available from the SEC or may be obtained upon request from the Company.

*ABOUT NON-GAAP FINANCIAL MEASURES

In evaluating its business, Cover-All considers and uses EBITDA as a supplemental measure of its operating performance. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. The Company presents EBITDA because it believes it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance.

The term EBITDA is not defined under U.S. generally accepted accounting principles (“U.S. GAAP”) and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. EBITDA has limitations as an analytical tool, and when assessing the Company’s operating performance, investors should not consider EBITDA in isolation or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, EBITDA does not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than Cover-All, limiting their usefulness as comparative tools. Cover-All compensates for these limitations by relying on its U.S. GAAP results and using EBITDA only supplementally.

ABOUT COVER-ALL TECHNOLOGIES INC.

Cover-All provides property and casualty insurance professionals a robust state-of-the-art, browser-based family of Policy, Business Intelligence, and Claims solutions designed to deliver products to market faster, enhance quality, ensure compliance, and reduce costs. With offices in Morristown, NJ and Honolulu, HI, Cover-All continues its tradition of developing technology solutions designed to revolutionize the way property and casualty insurance business is conducted. Additional information is available online at www.cover-all.com.

Cover-All®, My Insurance Center™ (MIC) NexGen, Insurance Policy Database™ (IPD) and PipelineClaims™ are trademarks or registered trademarks of Cover-All Technologies Inc. All other company and product names mentioned are trademarks or registered trademarks of their respective holders.

Corporate Contact   Investor & Media Contact
     
Ann Massey   SM Berger & Co
Chief Financial Officer   Andrew Berger
(973) 461-5190   (216) 464-6400
amassey@cover-all.com   andrew@smberger.com