UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________________ to ________________

Commission file number:  0-13124

COVER-ALL TECHNOLOGIES INC.

 (Exact Name of Registrant as Specified in Its Charter)

Delaware		13-2698053
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
55 Lane Road, Fairfield, New Jersey		07004
(Address of principal executive offices)		(Zip code)

973-461-5200

(Registrant’s telephone number, including area code)

None

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]    No  [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ]     No  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer   [   ]

Accelerated filer [   ]

Non-accelerated filer     [   ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [   ]     No  [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 10, 2011
Common Stock, $.01 par value per share		25,604,465 shares

1977666 v6   

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2011

PART I:

FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets as of September 30, 2011 (Unaudited)

and December 31, 2010

3

Consolidated Statements of Operations for the three and nine

months ended September 30, 2011 and 2010 (Unaudited)

5

Consolidated Statements of Cash Flows for the nine

months ended September 30, 2011 and 2010 (Unaudited)

6

Notes to Consolidated Financial Statements (Unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures
About Market Risk

21

Item 4.

Controls and Procedures

21

PART II:

OTHER INFORMATION

Item 1A.

Risk Factors

23

Item 6.

Exhibits

23

SIGNATURES

24

.   .   .   .   .   .   .   .   .   .

 

 2

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PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements.

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	September 30, 2011		December 31, 2010
	(Unaudited)
Assets:
Current Assets:
Cash and Cash Equivalents	$ 3,701,284		$ 5,892,649
Accounts Receivable (Less Allowance for Doubtful Accounts of $25,000)	2,642,951		1,895,205
Prepaid Expenses	762,756		691,020
Deferred Tax Asset	800,000		800,000
Total Current Assets	7,906,991		9,278,874
Property and Equipment – At Cost:
Furniture, Fixtures and Equipment	956,269		956,269
Less:  Accumulated Depreciation	646,705		530,701
Property and Equipment – Net	309,564		425,568
Goodwill	1,039,114		1,039,114
Capitalized Software (Less Accumulated Amortization of $13,629,699 and $12,584,710, Respectively)	8,108,958		5,804,093
Customer Lists/Relationship (Less Accumulated Amortization of $107,759 and $52,759, Respectively)	112,241		167,241
Non-Compete Agreements (Less Accumulated Amortization of $94,044 and $46,044, Respectively)	65,956		113,955
Deferred Tax Asset	2,467,500		2,467,500
Other Assets	217,991		217,015
Total Assets	$ 20,228,315		$ 19,513,360

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		September 30, 2011				December 31, 2010
		(Unaudited)
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts Payable		$	280,670			$	273,910
Note Payable			300,000				400,000
Accrued Expenses Payable			609,077				1,363,706
Taxes Payable			37,385				—
Deferred Charges			52,545				52,545
Unearned Revenue			2,141,585				2,175,683
Total Current Liabilities			3,421,262				4,265,844
Long Term Liabilities:
Deferred Charges			4,379				43,788
Total Liabilities			3,425,641				4,309,632
Commitments and Contingencies			—				—
Stockholders’ Equity:    Common Stock, $.01 Par Value, Authorized 75,000,000 Shares; 25,604,465 and 25,201,671 Shares Issued and 25,604,465 and 24,999,801 Shares Outstanding, Respectively			256,045				252,017
Paid-In Capital			30,703,879				30,450,122
Accumulated Deficit			(14,157,250	)			(15,333,517	)
Treasury Stock – At Cost – Nil and 201,870 Shares, Respectively			-0	-			(164,894	)
Total Stockholders’ Equity			16,802,674				15,203,728
Total Liabilities and Stockholders’ Equity		$	20,228,315			$	19,513,360

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

4

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three months ended September 30,								Nine months ended September 30,
		2011				2010				2011				2010
Revenues:
Licenses		$	1,197			$	277,856			$	3,846,791			$	1,725,177
Support Services			2,051,942				2,042,677				6,271,877				6,032,782
Professional Services			1,330,810				2,348,740				3,458,316				5,359,782
Total Revenues			3,383,949				4,669,273				13,576,984				13,117,741
Cost of Revenues:
Licenses			780,971				339,463				2,167,696				998,503
Support Services			1,193,347				1,175,659				3,518,517				3,324,325
Professional Services			987,922				1,562,679				3,397,417				3,414,518
Total Cost of Revenues			2,962,240				3,077,801				9,083,630				7,737,346
Direct Margin			421,709				1,591,472				4,493,354				5,380,395
Operating Expenses:
Sales and Marketing			452,258				361,361				1,324,315				1,119,752
General and Administrative			519,495				502,897				1,493,591				1,451,106
Acquisition Costs			—				—				—				285,240
Research and Development			151,233				205,237				465,470				537,992
Total Operating Expenses			1,122,986				1,069,495				3,283,376				3,394,090
Operating (Loss) Income			(701,277	)			521,977				1,209,978				1,986,305
Other Expense (Income)
Interest Expense			10,397				7,124				14,147				13,699
Interest Income			(60	)			(7,779	)			(3,139	)			(7,943	)
Other Income			(1,152	)			(11,364	)			(14,682	)			(32,967	)
Total Other Expense (Income)			9,185				(12,019	)			(3,674	)			(27,211	)
(Loss) Income Before Income Taxes			(710,462	)			533,996				1,213,652				2,013,516
Income Taxes			—				85,586				37,385				279,076
Net (Loss) Income		$	(710,462	)		$	448,410			$	1,176,267			$	1,734,440
Basic (Loss) Earnings Per Common Share		$	(0.03	)		$	0.02			$	0.05			$	0.07
Diluted (Loss) Earnings Per Common Share		$	(0.03	)		$	0.02			$	0.05			$	0.07
Weighted Average Number of Common Shares Outstanding for Basic Earnings Per Common Share			25,389,000				24,831,000				25,220,000				24,789,000
Weighted Average Number of Common Shares Outstanding for Diluted Earnings  Per Common Share			25,389,000				25,545,000				26,117,000				25,547,000

 
 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

5

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Nine months ended September 30,
		2011				2010
Cash Flows Provided From Operating Activities:
Net Income		$	1,176,267			$	1,734,440
Adjustments to Reconcile Net Income to
Net Cash Provided From Operating Activities:
Depreciation			116,004				115,645
Amortization of Capitalized Software			1,044,989				498,541
Amortization of Customer Lists/Relationships			55,000				34,426
Amortization of Non-Compete Agreements			48,000				30,044
Amortization of Stock-Based Compensation			303,199				—
Non-Cash Stock-Based Compensation			—				458,629
Stock Based Compensation Provided for Services			66,529				—
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable			(747,746	)			2,959,280
Prepaid Expenses			(71,736	)			(299,010	)
Other Assets			(976	)			(107,437	)
Increase (Decrease) in:
Accounts Payable			6,760				45,269
Accrued Liabilities			(754,629	)			(343,066	)
Taxes Payable			37,385				58,409
Deferred Charges			(39,409	)			(16,877	)
Unearned Revenue			(34,098	)			412,551
Net Cash Provided From Operating Activities			1,205,539				5,580,844
Cash Flows Used For Investing Activities:
Capital Expenditures			—				(122,404	)
Capitalized Software Expenditures			(3,349,854	)			(2,150,768	)
Acquisition			—				(1,792,023	)
Net Cash Used For Investing Activities			(3,349,854	)			(4,065,195	)
Cash Flows Used For Financing Activities:
Payment of Debt			(100,000	)			(100,000	)
Proceeds from Exercise of Stock Options and Warrants			52,950				30,500
Net Cash Used For Financing Activities			(47,050	)			(69,500	)
(Decrease) Increase in Cash and Cash Equivalents			(2,191,365	)			1,446,149
Cash and Cash Equivalents – Beginning of Period			5,892,649				4,324,446
Cash and Cash Equivalents – End of Period		$	3,701,284			$	5,770,595
Supplemental Disclosures of Cash Flow Information
Cash Paid During the Periods for:
Interest		$	14,147			$	13,699
Income Taxes		$	—			$	218,734

 

6

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Supplemental schedule of noncash investing activities:

In April 2010, the Company purchased certain assets of Moore Stephens Business Solutions, LLC (“MSBS”).  The Company issued an aggregate of 76,014 shares of its common stock in connection with the acquisition.  In conjunction with the acquisition, debt was issued as follows:

Fair value of assets acquired		$	2,482,023
Cash paid for the assets acquired			(1,792,023	)
Fair Value of common stock issued			(90,000	)
Debt issued		$	600,000

See Note 6 of Notes to Consolidated Financial Statements for further details on the acquisition.

In August 2011, the Company’s Board of Directors approved the retirement of all of the outstanding shares of its common stock owned by the Company and held as treasury stock.  As a result, the Company retired approximately 200,000 of its common stock, which eliminated the treasury stock balance with an offsetting reduction in common stock and capital in excess of par value in the accompanying unaudited consolidated balance sheet as of September 30, 2011.

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

[1]  General

For a summary of significant accounting policies, refer to Note 1 of Notes to Consolidated Financial Statements included in Cover-All Technologies Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2010.  While the Company believes that the disclosures herein presented are adequate to make the information not misleading, these consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest annual report.  The financial statements include on a consolidated basis the results of its wholly-owned subsidiary, Cover-All Systems, Inc.  All material intercompany transactions and balances have been eliminated.

Previously, the Company separately reported the revenue and cost of revenue categories, “Maintenance” and “Application Service Provider (“ASP”) services,” on the results of their operations.  For the three and nine months ended September 30, 2011 and 2010, and thereafter, the Company will be reporting these revenue categories as “Support Services.” Previously reported numbers have been reclassified to conform to this new presentation.

In the opinion of management, the accompanying consolidated financial statements include all adjustments which are necessary to present fairly the Company’s consolidated financial position as of September 30, 2011, and the results of their operations for the three and nine month periods ended September 30, 2011 and 2010, and their cash flows for the nine month periods ended September 30, 2011 and 2010.  Such adjustments are of a normal and recurring nature.  The results of operations for the three and nine month periods ended September 30, 2011 and 2010 are not necessarily indicative of the results to be expected for a full year.

 [2]  Earnings Per Share Disclosures

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (“EPS”) computations with the effect of dilutive securities determined using the treasury stock method:

		For the three months ended September 30, 2011
		Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Loss Available to Common Stockholders		$	(710,462	)			25,389,056			$	(0.03	)
Effect of Dilutive Securities:
Exercise of Options and Restricted Stock			—				0				—
Diluted EPS:
Loss Available to Common Stockholders     Plus Assumed Exercises		$	(710,462	)			25,389,056			$	(0.03	)

 

8

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		For the nine months ended September 30, 2011
		Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Income Available to Common Stockholders		$	1,176,267				25,220,044			$	0.05
Effect of Dilutive Securities:
Exercise of Options, Warrants and Restricted Stock			—				896,461				—
Diluted EPS:
Income Available to Common Stockholders Plus Assumed Exercises		$	1,176,267				26,116,505			$	0.05

		For the three months ended September 30, 2010
		Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Income Available to Common Stockholders		$	448,410				24,830,833			$	0.02
Effect of Dilutive Securities:
Exercise of Options and Restricted Stock			—				640,429				—
Exercise of Warrants			—				73,881				—
Diluted EPS:
Income Available to Common Stockholders Plus Assumed Exercises		$	448,410				25,545,143			$	0.02

		For the nine months ended September 30, 2010
		Income (Numerator)				Shares (Denominator)				Per Share Amount
Basic EPS:
Income Available to Common Stockholders		$	1,734,440				24,788,766			$	0.07
Effect of Dilutive Securities:
Exercise of Options and Restricted Stock			—				683,561				—
Exercise of Warrants			—				74,820				—
Diluted EPS:
Income Available to Common Stockholders Plus Assumed Exercises		$	1,734,440				25,547,147			$	0.07

 

An aggregate of 947,000 restricted shares of common stock and shares of common stock underlying options at prices ranging from $1.40 to $1.55 per share were outstanding at September 30, 2010, but were not included in the computation of diluted EPS because the exercise prices of the options were greater than the average market price of the common shares.

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

[3]  Stock-Based Compensation and Stock Purchase Plans

Stock Options

In the three and nine months ended September 30, 2011, we recognized approximately $125,000 and $370,000, respectively, of stock-based compensation expense in our consolidated financial statements.

In June 2005, we adopted the 2005 Stock Incentive Plan (which was amended in 2006 and in 2008).  Options and stock awards for the purchase of up to 5,000,000 shares may be granted by the Board of Directors to our employees and consultants at an exercise or grant price determined by the Board of Directors on the date of grant.  Options may be granted as incentive or nonqualified stock options with a term of not more than ten years.  The 2005 Plan allows the Board of Directors to grant restricted or unrestricted stock awards or awards denominated in stock equivalent units, securities or debentures convertible into common stock, or any combination of the foregoing and may be paid in common stock or other securities, in cash, or in a combination of common stock or other securities and cash.  At September 30, 2011, an aggregate of 2,238,037 shares were available for grant under the 2005 Stock Incentive Plan.

The Company uses the Black-Scholes-Merton option pricing model (“Black-Scholes”) to measure fair value of the share-based awards.  The Black-Scholes model requires us to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected stock price volatility, the expected life of the option award, the risk-free interest rate of return and dividends during the expected term.

–

Expected volatilities are based on historical volatility of the Company’s stock during the preceding periods.  The Company uses “Level 1” inputs, which are our trading market values in active markets.

–

The Company uses historical data to estimate expected life of the option award.  The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding.

–

The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant.

–

The Company does not anticipate issuance of dividends during the expected term.

				2011				2010
Expected volatility					45%–50%				45%–50%
Weighted-average volatility					47%				47%
Expected dividends					0%				0%
Expected term (in years)					3–5				3–5
Risk-free interest rate					3%				3%

As of September 30, 2011, there was approximately $400,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements previously granted by the Company.  That cost is expected to be recognized over a weighted-average period of 1.2 years.  

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A summary of the changes in outstanding common stock options for all outstanding plans is as follows:

		Shares				Exercise Price Per Share				Weighted-Average Remaining Contractual Life				Weighted-Average Exercise Price
Balance, January 1, 2011			2,284,963			$	0.36 – 1.55				2.3 years			$	1.05
Cancelled			(35,000	)			1.50 – 1.55				—				1.54
Exercised			(473,164	)			0.36 – 0.79				—				0.61
Balance, September 30, 2011			1,776,799			$	0.79 – 1.55				2.0 years			$	1.15

Of the stock options outstanding, an aggregate of 1,077,799 are currently exercisable.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable.  In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.  Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.

Warrants

There were no warrants outstanding at September 30, 2011.

A summary of the changes in outstanding warrants is as follows:

		Outstanding and Exercisable Warrants				Exercise Price Per Warrant				Weighted-Average Remaining Contractual Life				Weighted-Average Exercise Price
Balance, January 1, 2011			100,000			$	0.35				1.11 years			$	0.35
Exercised			(100,000	)			0.35				—				0.35
Balance, September 30, 2011			—			$	—				—			$	—

Time-Based Restricted Stock Units

A summary of our time-based restricted stock units, or RSUs, for the nine months ended September 30, 2011 is as follows:

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		Shares				Weighted-Average Grant Date Fair Value Per Share
Balance, January 1, 2011			469,500			$	1.28
Granted			42,858				2.03
Vested			(165,000	)			0.97
Forfeited or Expired			(44,500	)			1.55
Balance, September 30, 2011			302,858			$	1.60

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable.  In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.  Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Accounting for Stock Options and Other Stock-Based Compensation.  Among other items, ASC 718 requires companies to record compensation expense for shared-based awards issued to employees and directors in exchange for services provided.  The amount of the compensation expense is based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods.  Our share-based awards include stock options and restricted stock awards.  For restricted stock awards, the calculation of compensation expense under ASC 718 is based on the intrinsic value of the grant.

[4]  Income Taxes

At December 31, 2010, the Company had a net operating tax loss carryforward of approximately $16,000,000 expiring at dates through December 31, 2030.  The deferred tax asset related to this amount has been offset by a valuation allowance.

[5]  Recently Issued Accounting Standards

In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08 “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment”. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in FASB ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. The guidance also includes examples of the types of events and circumstances to consider in conducting the qualitative assessment. It is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

In June 2011, the FASB issued ASU No. 2011-05 “Presentation of Comprehensive Income.”  The updated guidance requires companies to disclose the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The updated guidance does not affect how earnings per share is calculated or presented.  The updated guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with Generally Accepted Accounting Principles and International Financial Reporting Standards.  ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years.  The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

 

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We believe there is no additional new accounting guidance adopted, but not yet effective, that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which may have a significant impact on the Company’s financial reporting if and when enacted.

[6]  Acquisition

On April 12, 2010, we announced the acquisition of MSBS, a provider of business intelligence and advanced analytics solutions to the insurance industry based in New York, New York.  We acquired substantially all of MSBS’ assets (excluding working capital) for an aggregate purchase price of $2,450,000, with no assumed indebtedness, payable as follows:  (i) a cash payment in the amount of $1,760,000; (ii) the execution and delivery by us to MSBS of a non-negotiable, subordinated promissory note in the aggregate principal amount of $600,000; and (iii) the delivery to MSBS of 76,014 shares of our common stock, which number of shares had a fair market value of $90,000 calculated as provided for in the purchase agreement.

MSBS serves the insurance industry exclusively, providing business intelligence and advanced analytics solutions.  Leveraging its Insurance Analytic Framework, which delivers accurate, available and actionable key metric and dimensions specific to the insurance industry, MSBS has established a dominant presence in an otherwise underserved market.  With the integration of these capabilities into the Cover-All portfolio, the combined company is well positioned to deliver additional value to the existing customers of both companies, as well as benefit from an unrivaled and unique competitive advantage in its combined offerings.

On April 12, 2010 the MSBS acquisition was valued at $2,482,023.  As a result of that acquisition, the Company acquired the following assets:

Prepaid Expenses		$	30,253
Computer Equipment			106,400
Furniture and Fixtures			89,480
Leasehold Improvements			16,775
Partially Complete Software			820,000
Non-Compete Agreements			160,000
Customer Lists/Relationships			220,000
Goodwill1			1,039,115
Total		$	2,482,023

The above amounts represent the allocation of purchase price based on the asset valuation which occurred during April 2010.

¹ Goodwill resulted from the acquisition price exceeding the fair market value of net identifiable assets acquired.

 

[7]  Treasury Stock

In August 2011, our Board of Directors approved the retirement of all of the outstanding shares of our common stock owned by us and held as treasury stock.  As a result, we retired approximately 200,000 of our common stock, which eliminated the treasury stock balance with an offsetting reduction in common stock and capital in excess of par value in the accompanying unaudited consolidated balance sheet as of September 30, 2011.  

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COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY

Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain of the matters discussed in this report, including, without limitation, matters discussed under this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act) and are subject to the occurrence of certain contingencies which may not occur in the time frames anticipated or otherwise, and, as a result, could cause actual results to differ materially from such statements.  In addition to other factors and matters discussed elsewhere in this report on Form 10-Q and in our other filings with the Securities and Exchange Commission (“SEC”) over the last 12 months, including our Form 10-K filed with the SEC on March 24, 2011 and Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (File No. 333-156397) filed with the SEC on July 26, 2011, these risks, uncertainties and contingency include, but are not limited to, risks associated with increased competition, customer decisions, the successful completion of continuing development of new products, the successful negotiation, execution and implementation of anticipated new software contracts, the successful addition of personnel in the marketing and technical areas and 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 our control.

Overview

We are a supplier of software products for the property and casualty insurance industry, supplying a wide range of professional services that support product customization, conversion from existing systems and data integration with other software or reporting agencies.  We also offer on-going support services including incorporating recent insurance rate and rule changes in our solutions.  These support services also include analyzing the changes, developments, quality assurance, documentation and distribution of insurance rate and rule changes.

We earn revenue from software contract licenses, fees for servicing the product, which we call support services, and professional services.  Total revenue for the three and nine months ended September 30, 2011 decreased and increased to $3,384,000 and $13,577,000, respectively, from $4,669,000 and $13,118,000, respectively, for the three and nine months ended September 30, 2010.

The following is an overview of the key components of our revenue and other important financial data for the three and nine months ended September 30, 2011:

Software Licenses.  Our license revenue in the three and nine months ended September 30, 2011 of $1,000 and $3,847,000, respectively, was from existing customers who chose to renew, add onto or extend their use of our software.  For the three and nine months ended September 30, 2010, we generated $278,000 and $1,725,000, respectively, in license revenue.  Our new software license revenue is affected by the strength of general economic and business conditions and the competitive position of our software products.  New software license sales are characterized by long sales cycles and intense competition.  Timing of new software license sales can substantially affect our quarterly results.

Support Services.  Support services revenue was $2,052,000 and $6,272,000, respectively, in the three and nine months ended September 30, 2011 compared to $2,043,000 and $6,033,000, respectively, in the same periods in 2010.  Support services revenue is influenced primarily by the following factors: the renewal rate from our existing customer base, the amount of new maintenance associated with new license sales and annual price increases.

Professional Services.  Professional services revenue was $2,349,000 and $5,360,000, respectively, in the three and nine months ended September 30, 2010 compared to $1,331,000 and $3,458,000, respectively, in the same periods of 2011, as a result of decreased demand for new software capabilities and customizations from our current customer base, as well as a shift in the business model for our Business Intelligence product from a professional services-only sales model to one that builds on product licenses and support revenue.

 

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Income (Loss) before Provision for Income Taxes.  Income (loss) before provision for income taxes was $(710,000) and $1,214,000, respectively, in the three and nine months ended September 30, 2011 compared to $534,000 and $2,014,000, respectively, in the same periods of 2010, primarily due to a decrease in license and professional services revenues for the nine months ended September 30, 2011.

Net Income (Loss).  Net income (loss) for the three and nine months ended September 30, 2011 decreased to $(710,000) and $1,176,000, respectively, from $448,000 and $1,734,000, respectively, in the same periods of 2010, as a result of a decrease in license and professional services revenues for the three and nine months ended September 30, 2011.

Cash Flow.  We generated $1,206,000 in positive cash flow from operations in the first nine months of 2011 and ended the period with $3,701,000 in cash and cash equivalents and $2,643,000 in accounts receivable.

We continue to face competition for growth in 2011 mainly in the marketing and selling of our products and services to new customers, caused by a number of factors, including long sales cycles and general economic and business conditions. In addition, there are risks related to customers’ acceptance and implementation delays, which could affect the timing and amount of license revenue we are able to recognize. However, given the positive response to our new software from existing customers, the significant expansion of our relationship with a very large customer and the introduction of additional software capabilities, we are expanding our sales and marketing efforts to both new and existing customers. Consequently, we are incurring additional sales and marketing expense in advance of generating the corresponding revenue.

Results of Operations

The following table sets forth, for the periods indicated, certain items from the consolidated statements of operations expressed as a percentage of total revenues:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
Revenues:
License			—	%			6.0	%			28.3	%			13.2	%
Support Services			60.6				43.7				46.2				45.9
Professional Services			39.4				50.3				25.5				40.9
Total Revenues			100.0				100.0				100.0				100.0
Cost of Revenues:
License			23.1				7.3				16.0				7.6
Support Services			35.2				25.2				25.9				25.4
Professional Services			29.2				33.4				25.0				26.0
Total Cost of Revenues			87.5				65.9				66.9				59.0
Direct Margin			12.5				34.1				33.1				41.0
Operating Expenses:
Sales and Marketing			13.4				7.7				9.8				8.5
General and Administrative			15.3				10.8				11.0				11.1
Acquisition Expenses			—				—				—				2.2
Research and Development			4.5				4.4				3.4				4.1
Total Operating Expenses			33.2				22.9				24.2				25.9
Operating (Loss) Income			(20.7	)			11.2				8.9				15.1

 

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Other (Expense) Income:
Interest (Expense) Income			(0.3	)			—				—				—
Other Income			—				0.2				—				0.2
Total Other (Expense) Income			(0.3	)			0.2				—				0.2
(Loss) Income Before Income Taxes			(21.0	)			11.4				8.9				15.3
Income Taxes			—				1.8				0.2				2.1
Net (Loss) Income			(21.0	)%			9.6	%			8.7	%			13.2	%

Three and Nine Months Ended September 30, 2011 Compared to Three and Nine Months Ended September 30, 2010

Total revenues for the three months ended September 30, 2011 were $3,384,000 compared to $4,669,000 for the same period in 2010.  License fees were $1,000 for the three months ended September 30, 2011 compared to $278,000 in the same period in 2010 as a result of fewer sales to existing and new customers in 2011.  For the three months ended September 30, 2011, support services revenues were $2,052,000 compared to $2,043,000 in the same period of the prior year primarily due to annual renewals from existing customers and new customer contracts signed in 2010.  Professional services revenue contributed $1,331,000 in the three months ended September 30, 2011 compared to $2,349,000 in the third quarter of 2010, as a result of decreased demand for new software capabilities and customizations from our current customer base, as well as a shift in the business model for our Business Intelligence product from a professional services-only sales model to one that builds on product licenses and support revenue.

For the nine months ended September 30, 2011, total revenues were $13,577,000 compared to $13,118,000 in the same period of the prior year.

Cost of sales were $2,962,000 and $9,084,000, respectively, for the three and nine months ended September 30, 2011 compared to $3,078,000 and $7,737,000, respectively, for the same periods in 2010, due to an increase in personnel-related costs. We are expanding our delivery bandwidth while maintaining our costs in line with our revenues through improved productivity and new technology in order to meet our increasing demand.  Non-cash capitalized software amortization was $463,000 and $1,045,000, respectively, for the three and nine months ended September 30, 2011 as compared to $142,000 and $499,000, respectively, for the same periods in 2010.  We capitalized $1,097,000 and $3,350,000, respectively, of software development costs in the three and nine months ended September 30, 2011 as compared to $840,000 and $2,151,000, respectively, in the same periods in 2010.

Research and development expenses decreased to $151,000 and $465,000, respectively, for the three and nine months ended September 30, 2011 as compared to $205,000 and $538,000, respectively, for the same periods in 2010, primarily as a result of the increased capitalization of new products and capabilities. We are continuing our ongoing efforts to enhance the functionality of our products and solutions and believe that investments in research and development are critical to our remaining competitive in the marketplace.

Sales and marketing expenses were $452,000 and $1,324,000, respectively, for the three and nine months ended September 30, 2011 as compared to $361,000 and $1,120,000, respectively, in the same periods of 2010.  This increase in 2011 was primarily due to an addition in our marketing and sales staff, resulting in an increase in personnel-related costs and an increase in expenditures related to advertising and promotion.

Acquisition expenses were zero for the nine months ended September 30, 2011 as compared to $285,000 in the same period of 2010.  These expenses were in connection with the acquisition of MSBS discussed in Note 6 of Notes to Consolidated Financial Statements.

 

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General and administrative expenses increased to $519,000 and $1,494,000, respectively, in the three and nine months ended September 30, 2011 as compared to $503,000 and $1,451,000, respectively, in the same periods in 2010.  This increase in 2011 was mainly due to an increase in stock-based compensation related to options and restricted stock issued to our employees.

Liquidity and Capital Resources

Sources of Liquidity

We have funded our operations primarily from cash flow from operations.  Cash from operations results primarily from net income from the income statement plus non-cash expenses (depreciation and amortization) and changes in working capital from the balance sheet.

Our largest source of operating cash flows is cash collections from our customers following the purchase or renewal of software licenses, product support agreements and other related services.  Payments from customers for software licenses are generally received at the beginning of the contract term.  Payments from customers for product support and ASP services are generally received in advance on a quarterly basis.  Payments for professional services are generally received 30 days after the services are performed.  

At September 30, 2011, we had cash and cash equivalents of approximately $3,701,000 compared to cash and cash equivalents of approximately $5,893,000 at December 31, 2010.  The decrease in cash and cash equivalents is primarily attributable to the decrease in license and professional services revenue in the nine months ended September 30, 2011.

Cash Flows

Our ability to generate cash has depended on a number of different factors, primarily our ability to continue to secure and retain existing customers and generate new license sales and related product support agreements.  In order to attract new customers and maintain or grow existing revenue streams, we utilize our existing sources of capital to invest in sales and marketing, technology infrastructure and research and development.

Our ability to continue to control expenses, maintain existing revenue streams and anticipate new revenue will impact the amounts and certainty of cash flows.  We intend to maintain our expenses in line with existing revenue streams from maintenance support, ASP services and professional services.  

Balance sheet items that should be considered in assessing our liquidity include cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued liabilities.  Statement of operations items that should be considered in assessing our liquidity include revenues, cost of revenues (net of depreciation and amortization), operating expenses (net of depreciation and amortization) and other expenses.  Statement of cash flows items that should be considered in assessing our liquidity include net cash flows from operating activities, net cash flows from investing activities and net cash flows from financing activities.

At September 30, 2011, we had working capital of approximately $4,486,000 compared to a working capital of approximately $5,013,000 at December 31, 2010.  This decrease in our working capital resulted primarily from a decrease in license and professional services revenue.  For the nine months ended September 30, 2011, net cash provided from operating activities totaled approximately $1,206,000 compared to approximately $5,581,000 for the nine months ended September 30, 2010 due to an increase in accounts receivable in 2011.  In 2011, cash flow from operating activities represented the Company’s principal source of cash and results primarily from net income (loss), less non-cash expense and changes in working capital.  

For the nine months ended September 30, 2011, net cash used for investing activities was approximately $3,350,000 compared to approximately $4,065,000 for the nine months ended September 30, 2010.  The Company expects capital expenditures and capital software expenditures to continue to be funded by cash generated from

 

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operations.  For the nine months ended September 30, 2011, net cash used for financing activities was approximately $(47,000) compared to approximately $70,000 for the nine months ended September 30, 2010. Net cash used for financing activities in 2011 consisted of proceeds from the exercise of stock options and warrants and the payment of debt.

Funding Requirements

Our primary uses of cash are for personnel-related expenditures, facilities and technology costs.

We do not anticipate any large capital expenditures that will require us to seek new sources of capital.  We lease computer equipment for terms of three years in order to have the latest available technology to serve our customers and develop new products.

We prepare monthly cash flow projections on a rolling twelve-month basis based on a detailed review of anticipated receipts and revenue from licenses, support services and professional services.  We also perform a detailed review of our disbursements, including fixed costs, variable costs, legal costs, payroll costs and other specific payments, on a rolling twelve-month basis.  

We believe that our current cash balances and anticipated cash flows from operations will be sufficient to meet our normal operating needs for at least the next twelve months.  We do not anticipate any material changes in our sources of and needs for capital.  Our ability to fund our working capital needs and address planned capital expenditures will depend on our ability to generate cash in the future.  We anticipate generating future working capital through sales to new customers and continued sales and services to our existing customers.

Our future liquidity and capital resource requirements will depend on many factors, including but not limited to the following trends and uncertainties we face:

·

Our ability to generate cash is subject to general economic, financial, competitive and other factors beyond our control.

·

Our need to invest resources in product development in order to continue to enhance our current product, develop new products, attract and retain customers and keep pace with competitive product introductions and technological developments.

·

We experience competition in our industry and continuing technological changes.

·

Insurance companies typically are slow in making decisions and have numerous bureaucratic and institutional obstacles, which can make our efforts to attain new customers difficult.

·

We compete with a number of larger companies who have greater resources than those of ours.  We compete on the basis of insurance knowledge, products, services, price, technological advances and system functionality and performance.

·

Our operations continue to depend upon the continuing business of our existing customers and our ability to attract new customers.

·

A decline in software spending in the insurance industry could result in a decrease in our revenue.

Material risks to cash flow from operations include delayed or reduced cash payments accompanying sales of new licenses or a decline in our services business.  There can be no assurance that changes in our plans or other events affecting our operations will not result in materially accelerated or unexpected expenditures.  

We do not expect for there to be a change in the mix or relative cost of our sources of capital.  

Net Operating Loss Carryforwards

At December 31, 2010, we had approximately $16,000,000 of federal net operating tax loss carryforwards expiring at various dates through 2030.  The Tax Reform Act of 1986 enacted a complex set of rules which limits a

 

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company’s ability to utilize net operating loss carryforwards and tax credit carryforwards in periods following an ownership change.  These rules define ownership change as a greater than 50 percent point change in stock ownership within a defined testing period which is generally a three-year period.  As a result of stock which may be issued by us from time to time, including the stock which may be issued relating to a potential merger or acquisition, or as the result of other changes in ownership of our outstanding stock, we may experience an ownership change and consequently our utilization of net operating loss carryforwards could be significantly limited.

Off-Balance Sheet Transactions

We do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The SEC has issued cautionary advice to elicit more precise disclosure in this Item 2, MD&A, about accounting policies that management believes are most critical in portraying our financial results and in requiring management’s most difficult subjective or complex judgments.

The preparation of financial documents in conformity with accounting principles generally accepted in the United States of America requires management to make judgments and estimates.  On an on-going basis, we evaluate our estimates, the most significant of which include establishing allowances for doubtful accounts, a valuation allowance for our deferred tax assets and determining the recoverability of our long-lived assets.  The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources.  Actual results may differ from the amounts estimated and recorded in our financial statements.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

·

Revenue Recognition;

·

Valuation of Capitalized Software;

·

Valuation of Allowance for Doubtful Accounts Receivable; and

·

Business Combinations and Goodwill

Revenue Recognition

Revenue recognition rules are very complex, and certain judgments affect the application of our revenue policy.  The amount and timing of our revenues is difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause our operating results to vary significantly from quarter to quarter.  In addition to determining our results of operations for a given period, our revenue recognition determines the timing of certain expenses, such as commissions, royalties and other variable expenses.

Our revenues are recognized in accordance with FASB ASC 986-605, “Software Revenue Recognition,” as amended.  Revenue from the sale of software licenses is predominately related to the sale of standardized software and is recognized when these software modules are delivered and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectibility is probable.  Revenue from support services is recognized ratably over the life of the contract.  Revenue from professional consulting services is recognized when the service is provided.

 

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Amounts invoiced to our customers in excess of recognizable revenues are recorded as deferred revenues.  The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenues in any given period.

Our revenues are derived from the licensing of our software products, professional services, and support services.  We recognize revenue when persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is probable.

License Revenue.  We recognize our license revenue upon delivery, provided that collection is determined to be probable and no significant obligations remain.

Services and Support Revenue.  Our services and support revenue is composed of professional services (such as consulting services and training) and support services (maintenance, support and ASP services).  Our professional services revenue is recognized when the services are performed.  Our support services are recognized ratably over the term of the arrangement.

Multiple Element Arrangement.  We enter into revenue arrangements in which a customer may purchase a combination of software, support, and professional services (multiple-element arrangements).  When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements.  VSOE of fair value is established by the price charged when that element is sold separately.  For support services, VSOE of fair value is established by renewal rates when they are sold separately.  For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

Valuation of Capitalized Software

Costs for the conceptual formulation and design of new software products are expensed as incurred until technological feasibility has been established.  Once technological feasibility is established, we capitalize costs to produce the finished software products.  Capitalization ceases when the product is available for general release to customers.  Costs associated with product enhancements that extend the original product’s life or significantly improve the original product’s marketability are also capitalized once technological feasibility for that particular enhancement has been established.  Amortization is calculated on a product-by-product basis as the greater of the amount computed using (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining economic life of the product.  At each balance sheet date, the unamortized capitalized costs of each computer software product is compared to the net realizable value of that product.  If an amount of unamortized capitalized costs of a computer software product is found to exceed the net realizable value of that asset, such amount will be written off.  The net realizable value is the estimated future gross revenues from that product reduced by the estimated future costs of completing and deploying of that product, including the costs of performing maintenance and customer support required to satisfy our responsibility set forth at the time of sale.

Valuation of Allowance for Doubtful Accounts Receivable

Management’s estimate of the allowance for doubtful accounts is based on historical information, historical loss levels, and an analysis of the collectibility of individual accounts.  We routinely assess the financial strength of our customers and based upon factors concerning credit risk, establish an allowance for uncollectible accounts.  Management believes that accounts receivable credit risk exposure beyond such allowance is limited.

Business Combination, Goodwill and Other Intangible Assets

 

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ASC 805, Business Combinations, requires that the purchase method of accounting be used for all business combinations.  It further specifies criteria as to intangible assets acquired in a business combination that must be recognized and reported separately from goodwill.  The intangible assets, other than goodwill, acquired in the MSBS transaction are being amortized using the straight-line method over their estimated useful lives.

Goodwill represents the cost of the MSBS assets in excess of the fair value of identifiable tangible and intangible net assets purchased.  Goodwill is not amortized but is tested for impairment.  We review our goodwill for impairment annually in the fourth quarter.  We also analyze whether any indicators of impairment exist each quarter.  A significant amount of judgment is involved in determining if an indicator of impairment has occurred.  Such indicators may include a sustained, significant decline in our share price and market capitalization, a decline in our expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the testing for recoverability of our assets, and/or slower growth rates, among others.

We estimate the fair value of MSBS using discounted expected future cash flows, supported by the results of various market approach valuation models.  If the fair value of MSBS exceeds net book value, goodwill is not impaired, and no further testing is necessary.  If the net book value exceeds fair value, we perform a second test to measure the amount of impairment loss.  To measure the amount of any impairment charge, we determine the implied fair value of goodwill in the same manner as in a business combination.

Specifically, we allocate fair value to all assets and liabilities, including any unrecognized intangible assets, in a hypothetical calculation that would yield the implied fair value of goodwill.  If the implied fair value of goodwill is less than the goodwill recorded on our consolidated balance sheet, we record an impairment charge for the difference.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and this Item is not applicable to us.

Item 4.

Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

* * * * * * * * *

Statements in this Form 10-Q, 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

 

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new products, the successful negotiation, execution and implementation of anticipated new software contracts, the successful addition of personnel in the marketing and technical areas and 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 our control.  Those and other risks are described in the Company’s filings with the SEC over the last 12 months, including our Form 10-K filed with the SEC on March 24, 2011 and Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (File No. 333-156397) filed with the SEC on July 26, 2011, copies of which are available from the SEC or may be obtained upon request from the Company.

 

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PART II:  OTHER INFORMATION

Item 1A.  Risk Factors.

The risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 24, 2011, have not materially changed, but for the addition of the risk factors set forth in the Company’s Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (File No. 333-156397), filed with the SEC on July 26, 2011, which are incorporated herein by reference.

Item 6.

Exhibits.

Exhibit
No.		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1*		The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language):   (i) Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010; (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (Unaudited); (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (Unaudited); and (iv) Notes to Consolidated Financial Statements (Unaudited), tagged as blocks of text.

*

In accordance with Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101.1 hereto are not to be deemed “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, and are not to be deemed “filed” for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections, except as shall be expressly set forth by specific reference in such filing.

 

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SIGNATURES

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

COVER-ALL TECHNOLOGIES INC.

Date:  November 14, 2011

By:

 /s/ John W. Roblin

John W. Roblin, Chairman of the Board of Directors
and Chief Executive Officer

Date:  November 14, 2011

By:

/s/ Ann F. Massey

Ann F. Massey, Chief Financial Officer

 

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