Form 8-K COVER ALL TECHNOLOGIES For: May 14

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):

May 14, 2015 (May 14, 2015)

COVER-ALL TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

N/A

(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 May 14, 2015, Cover-All Technologies Inc. issued a press release announcing its financial results for the quarter ended March 31, 2015. 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 May 14, 2015

 

[Signature on following page.]

---

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2015

---

Index to Exhibits

Exhibit No.		Description
Exhibit 99.1		Press Release, dated May 14, 2015.

---

Exhibit 99.1

Cover-All Technologies Inc.
412 Mt. Kemble Avenue, Suite 110C
Morristown, NJ 07960	FOR IMMEDIATE RELEASE
Tel: 973.461.5200

Cover-All Announces First Quarter 2015 Results

Improved Support & Services Margins, Growth in Services Revenue and Three New Customers

MORRISTOWN, NEW JERSEY (May 14, 2015) – Cover-All Technologies Inc. (NYSE MKT: COVR) today announced financial results for the quarter ended March 31, 2015.

“I am very pleased with how 2015 has begun, driven by strong growth in services revenue with improved gross margin during the 2015 first quarter and the recent signing of three new customer contracts. The new contracts for license, maintenance and professional services of Cover-All Policy, Bureau products and Business Intelligence products to three insurance carriers are not reflected in our financials of the 2015 first quarter because they each signed in May,” said Manish Shah, CEO and President of Cover-All. “We are thrilled to have several customers launch our products into their operations recently. We continue to work with our customers to help them with their implementation needs and have started additional projects, which have resulted in strengthening demand for our professional services.”

“Revenue from professional and support services represented 96.5% of total 2015 first quarter revenues compared to 84.5% last year, and the gross margin from professional and support services increased to 41.4% in the 2015 first quarter from 36.5% last year. This helped us maintain our overall gross margin and profitability during the quarter, even without the meaningful license revenues that we had in the 2014 first quarter.”

Mr. Shah concluded, “Going forward, momentum in our business is building as a result of our innovative and modern P/C insurance technology solutions, 100% success rate of implementations, improving financial results, and our proposed merger with Majesco. Closing new customer contracts is important and helps us generate license revenues, improve profitability and sustain the next wave of strong support and professional services revenue. These developments give us even more cause for excitement for our proposed merger with Majesco and combining these two growing organizations.”

FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2015

Revenue

●	Total revenues for the three months ended March 31, 2015 were approximately $5.3 million compared to approximately $5.2 million for the same period in 2014.
●	License revenue for the three months ended March 31, 2015 was approximately $180,000 compared to approximately $808,000 for the same period in 2014.

---

●	Support Services revenue (which represents contracted continuing revenue) was approximately $2.1 million for the three months ended March 31, 2015 compared to approximately $2.1 million in the same period in 2014.
●	Professional Services revenue for the three months ended March 31, 2015 was approximately $3.0 million compared to approximately $2.3 million for the same period in 2014.

Profitability

●	Operating income for the three months ended March 31, 2015 was approximately $360,000 compared to approximately $531,000 in the comparable period in 2014.
●	Net income for the three months ended March 31, 2015 was approximately $199,000, or $0.01 per basic and diluted share, compared to approximately $434,000, or $0.02 per basic and diluted share, in the same period of 2014.

Non-GAAP* Profitability

●

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP metric, for the three months ended March 31, 2015 was approximately $788,000, or $0.03 per basic and diluted share, compared to approximately $1.0 million, or $0.04 per basic and diluted share, in the same period of 2014.

Balance Sheet

●	As of March 31, 2015, the Company had approximately $4.3 million in cash and cash equivalents and approximately $2.5 million in accounts receivable.
●	Stockholders’ equity was approximately $12.2 million as of March 31, 2014 compared to approximately $11.7 million as of December 31, 2014.

WEBCAST AND CONFERENCE CALL INFORMATION

Management will conduct a live teleconference to discuss its 2015 first quarter financial results at 4:30 p.m. EST on Thursday, May 14, 2015. Anyone interested in participating should call 888-299-7209 if calling from the United States, or 719-325-2464 if dialing internationally. A replay will be available until May 28, 2015, which can be accessed by dialing 877-870-5176 within the United States and 858-384-5517 if dialing internationally. Please use passcode 3618880 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=114562

---

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, 2014, filed with the SEC on March 31, 2015, 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
[email protected]	[email protected]

---

Cover-All Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

	Three months ended March 31,
	2015			2014
Revenues:
Licenses	$	179,587		$	807,599
Support Services		2,116,966			2,129,663
Professional Services		2,992,816			2,270,288
Total Revenues		5,289,369			5,207,550
Cost of Revenues:
Licenses (exclusive of Amortization of Capitalized
Software)		—			—
Support Services		1,413,263			1,685,454
Professional Services		1,582,221			1,110,657
Total Cost of Revenues		2,995,484			2,796,111
Direct Margin		2,293,885			2,411,439
Operating Expenses:
Sales and Marketing		339,855			478,358
General and Administrative		828,928			733,797
Amortization of Capitalized Software		372,638			372,638
Acquisition Costs		152,546			—
Research and Development		239,770			295,437
Total Operating Expenses		1,933,737			1,880,230
Operating Income		360,148			531,209
Other (Income) Expense:
Interest Expense		98,501			93,672
Total Other (Income) Expense		98,501			93,672
Income Before Income Taxes		261,648			437,537
Income Taxes Expense		62,836			3,688
Net Income	$	198,812		$	433,849
Basic Earnings Per Common Share	$	0.01		$	0.02
Diluted Earnings Per Common Share	$	0.01		$	0.02
Weighted Average Number of Common Shares
Outstanding for Basic Earnings Per Common Share		26,909,000			26,543,000
Weighted Average Number of Common Shares
Outstanding for Diluted Earnings Per Common Share		26,909,000			26,555,000

---

Cover-All Technologies Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

	March 31,				December 31,
	2015				2014
	(unaudited)
Assets:
Current Assets:
Cash and Cash Equivalents	$	4,303,405			$	4,564,595
Accounts Receivable (Less Allowance for Doubtful Accounts of $25,000)		2,477,745				2,532,853
Prepaid Expenses		614,125				361,930
Deferred Tax Asset		864,037				864,037
Total Current Assets		8,259,312				8,323,415
Property and Equipment – Net		454,302				499,639
Goodwill		1,039,114				1,039,114
Capitalized Software (Less Accumulated Amortization of $24,168,382 and
$23,795,743 in 2015 and 2014, respectively)		6,101,392				6,474,031
Deferred Tax Asset		2,661,391				2,661,391
Deferred Financing Costs (Net Amortization of $76,327 and $67,800 in 2015 and
2014, respectively)		15,956				24,483
Other Assets		148,290				148,290
Total Assets	$	18,679,757			$	19,170,363
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts Payable	$	1,415,327			$	1,413,353
Accrued Expenses		453,911				1,253,298
Deferred Charges		168,510				183,219
Short Term Debt		1,897,535				1,842,780
Current Portion of Capital Lease		120,883				119,608
Unearned Revenue		2,254,674				2,454,435
Total Current Liabilities		6,310,841				7,266,693
Long-Term Liabilities:
Long-Term Portion of Capital Lease		202,828				233,531
Total Liabilities		6,513,669				7,500,224
Commitments and Contingencies		—				—
Stockholders’ Equity:
Common Stock ($0.01 Par Value, Authorized 75,000,000 Shares; 27,003,241 and
26,786,693 Shares Issued and Outstanding in 2015 and 2014, respectively)		270,032				267,867
Additional Paid-In Capital		33,352,114				33,057,142
Accumulated Deficit		(21,456,059	)			(21,654,870	)
Total Stockholders’ Equity		12,166,088				11,670,139
Total Liabilities and Stockholders’ Equity	$	18,679,757			$	19,170,363

---

Cover-All Technologies Inc. and Subsidiaries
RECONCILIATION of U.S. GAAP NET INCOME to EBITDA
(UNAUDITED)

	Three months ended March 31,
	2015			2014
Net Income	$	198,812		$	433,849
Interest (Income) Expense, Net		98,501			93,672
Income Tax Expense		62,836			3,688
Depreciation		46,338			81,829
Amortization:
Amortization of Capitalized Software		372,638			372,638
Amortization of Customer Lists/Relationships		—			15,167
Amortization of Deferred Financing Costs		8,527			7,585
Total Amortization	$	381,165		$	395,390
EBITDA	$	787,651		$	1,008,428
EBITDA per Common Share:
Basic	$	0.03		$	0.04
Diluted	$	0.03		$	0.04

---

Cover-All Technologies Inc. and Subsidiaries
RECONCILIATION OF SELECTED U.S. GAAP MEASURES TO NON U.S. GAAP MEASURES
(UNAUDITED)

	Three months ended March 31,
	2015			2014
Net Income (U.S. GAAP)	$	198,812		$	433,849
Acquisition Costs		152,546			—
Net Income (Excluding Acquisition Costs) (Non U.S. GAAP)		351,358			433,849
Earnings per Common Share
(Excluding Acquisition Costs):
Basic	$	0.01		$	0.02
Diluted	$	0.01		$	0.02

	Three months ended March 31,
	2015			2014
EBITDA	$	787,651		$	1,008,428
Acquisition Costs		152,546			—
EBITDA (Excluding Acquisition Costs)		940,197			1,008,428
EBITDA per Common Share (Excluding Acquisition Costs):
Basic	$	0.03		$	0.04
Diluted	$	0.03		$	0.04

---

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• SEPT. 8-10: Topical AI-Related Cyber Issues Explored by Top-Level Officials at 17th Annual Billington CyberSecurity Summit in DC
• Celebrate Solar & Sustainability in Your Community During the National Solar Tour Showcase Weekend, October 2-4
• Harvey Authement, Jr. Joins First Horizon Bank As Banking Center Manager In Houma