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):

August 12, 2014 (August 12, 2014)               



COVER-ALL TECHNOLOGIES INC.


(Exact name of Registrant as Specified in its Charter)



Delaware

1-09228

13-2698053

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

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 August 12, 2014, Cover-All Technologies Inc. issued a press release announcing its 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 August 12, 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:  August 12, 2014

By:

/s/ Ann F. Massey          

           Ann F. Massey, Chief Financial Officer







Index to Exhibits


Exhibit No.

Description

Exhibit 99.1

Press Release, dated August 12, 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 Announces Second Quarter 2014 Results

Strong Growth in Services Revenue, Improved Gross Margins


MORRISTOWN, NEW JERSEY (August 12, 2014) – Cover-All Technologies Inc. (NYSE MKT: COVR) today announced financial results for the quarter ended June 30, 2014.

“Our 2014 second quarter and first half results demonstrate the progress we are making implementing last year’s licensing sales as professional services revenue are up 91.9% year-to-date,” said Manish Shah, CEO and President of Cover-All.  “The improvement in professional services revenue helped offset the decline of licenses revenue we experienced in the 2014 first half.  In spite of reduced licenses revenue, our gross profit margin was 46.4% for the 2014 first half compared to 46.7% for the same period last year.  We were able to maintain our gross profit margin by significantly improving the profit contribution of professional services and support services, which combined had a gross margin of 40.4% for the 2014 first half, compared to 12.4% for the same period last year.”

Mr. Shah continued, “Successful implementations are critically important to enhancing relationships with existing customers and instilling confidence with potential customers.  We are a customer-centric organization and implement all of our software sales without engaging any third party, unless requested by a customer.  Our knowledge and experience within the property and casualty industry enables us to implement our software rapidly and in a cost-effective manner, while achieving a 100% success rate.  The market is taking notice and our pipeline with potential customers is more advanced now than it was in the 2014 first half.  While the timing of new license sales is uncertain, we believe that new software sales will be driven by customers who recognize our customer-centric approach and the value that our leading products can bring to their organizations.  As we enter the 2014 second half, we expect to continue to profitably grow our services business and improve our relationships with new and existing customers.”

“Finally, our balance sheet and capital position have improved meaningfully since the end of 2013, providing the Company with more flexibility to invest in growth-producing strategies.  As we stated in our July 15, 2014 press release, we are examining a number of merger and acquisition opportunities to grow our business, including a transformative opportunity.  These initiatives will take time to develop as we strive to achieve a positive return on investment.  We are committed to enhancing shareholder value and appreciate your patience as our business develops,” concluded Mr. Shah.

FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED JUNE 30, 2014

Revenue

·

Total revenues for the six months ended June 30, 2014 were $10.2 million compared to $10.9 million for the same period in 2013.

·

License revenue for the six months ended June 30, 2014 was $1.0 million compared to $4.3 million for the same period in 2013.  

·

Support Services revenue (which represents contracted continuing revenue) was $4.3 million for the six months ended June 30, 2014 compared to $4.0 million in the same period in 2013.

·

Professional Services revenue for the six months ended June 30, 2014 was $4.9 million compared to $2.6 million for the same period in 2013.

GAAP Profitability

·

Operating income (loss) for the six months ended June 30, 2014 was $958,000 compared to $(256,000) in the comparable period in 2013.







·

Net income (loss) for the six months ended June 30, 2014 was $762,000, or $0.03 per basic and diluted share, compared to $(444,000), or $(0.02) per basic and diluted share, in the same period of 2013.

Non-GAAP* Profitability

·

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP metric, for the six months ended June 30, 2014 was $1.9 million, or $0.07 per basic and diluted share, compared to $2.2 million, or $0.09 per basic and diluted share, in the same period of 2013.

FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2014

Revenue

·

Total revenues for the three months ended June 30, 2014 were $5.0 million compared to $4.0 million for the same period in 2013.

·

License revenue for the three months ended June 30, 2014 was $227,000 compared to $697,000 for the same period in 2013.

·

Support Services revenue (which represents contracted continuing revenue) was $2.1 million for the quarter ended June 30, 2014 compared to $2.0 million for the same quarter last year.

·

Professional Services revenue for the second quarter of 2014 was $2.7 million, compared to $1.3 million for the same quarter in 2013.

GAAP Profitability

·

Operating income (loss) for the three months ended June 30, 2014 was $427,000 compared to $(1.1) million in the comparable period in 2013.

·

Net income (loss) for the three months ended June 30, 2014 was $328,000, or $0.01 per basic and diluted share, compared to $(1.1) million, or $(0.04) per basic and diluted share, in the same quarter of 2013.

Non-GAAP Profitability

·

EBITDA was $872,000, or $0.03 per basic and diluted share, for the three months ended June 30, 2014 compared to $217,000, or $0.01 per basic and diluted share, for the three months ended June 30, 2013.  

Balance Sheet

·

As of June 30, 2014, the Company had $3.5 million in cash and cash equivalents and $1.4 million in accounts receivable.

WEBCAST AND CONFERENCE CALL INFORMATION

Management will conduct a live teleconference to discuss its 2014 second quarter financial results at 4:30 p.m. EDT on Tuesday, August 12, 2014.  Anyone interested in participating should call 1-888-510-1785 if calling from the United States, or 1-719-325-2448 if dialing internationally.  A replay will be available until August 26, 2014, which can be accessed by dialing 1-877-870-5176 within the United States and 1-858-384-5517 if dialing internationally.  Please use passcode 8562227 to access the replay.

In addition, the call will be webcast and will be available on the Company’s website at www.cover-all.com or by visiting http://public.viavid.com/index.php?id=110510.

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




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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 (“GAAP”) and is not a measure of operating income, operating performance or liquidity presented in accordance with 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 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 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.

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




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Cover-All Technologies Inc. and Subsidiaries


CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)



             
   Three months ended June 30,  Six months ended June 30,
   2014  2013  2014  2013
Revenues:                    
Licenses  $226,599   $696,599   $1,034,198   $4,319,848 
Support Services   2,121,187    1,981,215    4,250,850    4,004,178 
Professional Services   2,653,448    1,325,694    4,923,736    2,565,315 
Total Revenues   5,001,234    4,003,508    10,208,784    10,889,341 
Cost of Revenues:                    
Licenses   —      (310,000)   —      50,000 
Support Services   1,463,989    1,636,114    3,149,443    4,313,964 
Professional Services   1,210,405    765,485    2,321,062    1,442,766 
Total Cost of Revenues   2,674,394    2,091,599    5,470,505    5,806,730 
Direct Margin   2,326,840    1,911,909    4,738,279    5,082,611 
Operating Expenses:                    
Sales and Marketing   543,372    525,618    1,021,730    1,173,671 
General and Administrative   755,698    488,932    1,489,495    1,065,961 
Amortization of Capitalized Software   372,638    1,181,017    745,276    2,273,124 
Research and Development   228,152    774,745    523,589    825,755 
Total Operating Expenses   1,899,860    2,970,312    3,780,090    5,338,511 
Operating Income (Loss)   426,980    (1,058,403)   958,189    (255,900)
Other (Income) Expense:                    
Interest Expense   95,271    90,912    188,943    183,423 
Interest Income   —      —      —      —   
Other Income   —      (3,821)   —      (3,821)
Total Other (Income) Expense   95,271    87,091    188,943    179,602 
Income (Loss) Before Income Taxes   331,709    (1,145,494)   769,246    (435,502)
Income Taxes   3,920    3,505    7,608    8,171 
Net Income (Loss)  $327,789   $(1,148,999)  $761,638   $(443,673)
Basic Earnings (Loss) Per Common Share  $0.01   $(0.04)  $0.03   $(0.02)
Diluted Earnings (Loss) Per Common Share  $0.01   $(0.04)  $0.03   $(0.02)
Weighted Average Number of Common Shares Outstanding for Basic Earnings (Loss) Per Common Share   26,638,000    26,082,000    26,591,000    26,026,000 
Weighted Average Number of Common Shares Outstanding for Diluted Earnings (Loss) Per Common Share   26,639,000    26,082,000    26,593,000    26,026,000 




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Cover-All Technologies Inc. and Subsidiaries


CONSOLIDATED BALANCE SHEET

(UNAUDITED)

       
   June 30,
2014
  December 31,
2013
   (unaudited)   
Assets:          
Current Assets:          
Cash and Cash Equivalents  $3,488,915   $1,848,571 

Accounts Receivable (Less Allowance for Doubtful Accounts of $25,000)

   1,398,301    2,604,489 
Prepaid Expenses   591,567    491,905 
Deferred Tax Asset   850,500    850,500 
Total Current Assets   6,329,283    5,795,465 
Property and Equipment – Net   585,227    708,590 
Goodwill   1,039,114    1,039,114 

Capitalized Software (Less Accumulated Amortization of $23,050,467 and $22,305,191 in 2014 and 2013, respectively)

   7,219,307    7,964,583 

Customer Lists/Relationships (Less Accumulated Amortization of $371,667 and $341,333 in 2014 and 2013, respectively)

   30,333    60,667 
Deferred Tax Asset   2,674,928    2,674,928 

Deferred Financing Costs (Net Amortization of $51,477 and $36,082 in 2014 and 2013, respectively)

   40,806    56,201 
Other Assets   253,312    424,522 
Total Assets  $18,172,310   $18,724,070 
           
Liabilities and Stockholders’ Equity:          
Current Liabilities:          
Accounts Payable  $945,333   $1,059,238 
Accrued Expenses   680,123    1,412,400 
Deferred Charges   208,308    231,051 
Current Portion of Capital Lease   117,097    114,640 
Unearned Revenue   2,338,722    2,997,455 
Total Current Liabilities   4,289,583    5,814,784 
           
Long-Term Liabilities:           
Long-Term Debt   1,737,965    1,639,109 
Long-Term Portion of Capital Lease   293,970    353,139 
Total Long-Term Liabilities   2,031,935    1,992,248 
Total Liabilities   6,321,518    7,807,032 
Commitments and Contingencies   —      —   
           

Stockholders’ Equity:

Common Stock ($0.01 Par Value, Authorized 75,000,000 Shares; 26,638,477 and 26,402,227 Shares Issued and Outstanding in 2014 and 2013, respectively)  

   266,385    264,022 
Additional Paid-In Capital   32,844,127    32,674,374 
Accumulated Deficit   (21,259,720)   (22,021,358)
Total Stockholders’ Equity   11,850,792    10,917,038 
Total Liabilities and Stockholders’ Equity  $18,172,310   $18,724,070 


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Cover-All Technologies Inc. and Subsidiaries


RECONCILIATION of GAAP NET INCOME to EBITDA

(UNAUDITED)


             
   Three months ended June 30,  Six months ended June 30,
   2014  2013  2014  2013
             
Net Income (Loss)  $327,789   $(1,148,999)  $761,638   $(443,673)
                     
Interest Income (Expense), Net   95,270    90,912    188,942    183,423 
Income Tax Expense   3,920    3,505    7,608    8,171 
Depreciation   49,429    66,398    131,258    128,236 
Amortization:                    
Amortization of Capitalized Software   372,638    1,181,017    745,276    2,273,124 
Amortization of Customer Lists/Relationships   15,167    17,408    30,334    50,908 
Amortization of Deferred Financing Costs   7,810    6,947    15,395    13,693 
Total Amortization
   395,615    1,205,372    791,005    2,337,725 
                     
EBITDA  $872,023   $217,188   $1,880,451   $2,213,882 
                     
EBITDA per Common Share:                    
Basic  $0.03   $0.01   $0.07   $0.09 
Diluted  $0.03   $0.01   $0.07   $0.09 
                     





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