Certive Solutions Inc.

Certive Solutions Inc.

February 26, 2015 09:25 ET

Certive Solutions Inc.-Comprehensive Corporate Update

SCOTTSDALE, ARIZONA--(Marketwired - Feb. 26, 2015) - Certive Solutions Inc. ("Certive" or the "Company") (CSE:CBP)(FRANKFURT:5CE) is pleased to provide shareholders with the following comprehensive corporate update:

1. General Overview

The U.S. Health Care Industry

The U.S. health care industry is a for-profit business model. Hospitals serve as one of the provider segments in that for-profit system. This is very different from Canada, which is a one-payer, government-subsidized system. Canadians pay relatively small amounts for medical coverage. U.S. hospitals generate revenues by billing insurance companies, private and public (Medicare and Medicaid), for services provided to their patients. These billings (claims) are regularly denied for a variety of reasons, most of which are a result of issues related to the complexities of the process. Management of billings is known as "revenue cycle management", and the Company operates in this segment of the U.S. health care market, providing services to identify and collect for hospitals that have had claims denied by insurance companies for the services they have provided. Certive operates in the claim billing services, as well as the claim identification (audit) and collection services segments, providing these services to hospitals within the larger revenue cycle management segment. Certive does not pursue claims from individuals. The market size for this segment is approximately US$50 billion. This segment has a typical three-tier structure with large Tier 1 players at the top and smaller fragmented players at the bottom, Tier 3. The Tier 3 space is comprised of small, closely held companies that generate between US$2 million and US$5 million in annual revenues with great principals and strong relationships with good customers but are constrained by the resources needed to invest in business development and the technology which is required to provide scalability through operational efficiency and improved client results.

The Company's Business

Certive is focused on becoming a significant competitor in revenue cycle management for U.S. hospitals. The Company's goal is to acquire customers via asset acquisition of Tier 3 players and to provide technology that scales operations, improves efficiencies, and enhances value for clients.

Billing, auditing, and collection of claims is a complicated process involving large quantities of data. Skilled labor will always be part of the operational component of these services, but operational efficiency is a critical success factor to drive improved margins, scalability for growth, and the delivery of a differentiating value proposition for clients. Analytical capabilities are also increasing in importance. Certive is currently investing in software and workflow tools to address these needs and initial implementation. Implementation of these tools is expected by mid-2015, with an expected, yet-to-be-proven, incremental increase in productivity.

2. Titan Acquisition

On July 3, 2014, the Company acquired 100% of the assets of Titan Health Management Solutions Inc. ("Titan Health") of Tucson, Arizona. Titan Health has a 12-year history of auditing and collecting claims made by U.S. hospitals to commercial insurance providers. Since the purchase eight months ago, the acquired employee base has grown from 15 to 56 employees. The Company recently expanded its service offerings to include billing support, a new service valued by our hospital clients which provides the Company with a recurring revenue model. The Company has also contracted with a former "turnaround" CFO of major hospital systems in the U.S. to help shape the Company into one that provides full services along the revenue cycle continuum, from the generation of the bill to its collection.

3. Knowledge Capital Alliance Acquisition

On August 31, 2014, the Company acquired 100% of the assets of Knowledge Capital Alliance ("KCA") of Phoenix, Arizona. KCA has a 15-year history of providing business process management solutions to state and county governments, particularly specializing in process management for public health entities. Among others, KCA is a credentialed and highly recognized vendor to Maricopa County, the third largest county in the United States, and offers a unique cloud performance management credentialing solution, targeting 2,800 public health entities in the U.S.

4. Omega Technology Solutions Inc. Proposed Acquisition

On November 19, 2014, the Company announced the signing of a letter of intent to acquire substantially all of the assets of a well-established and significant participant in the revenue cycle management sector of the U.S. hospital market. The vendor was subsequently disclosed to be Omega Technology Solutions Inc. ("Omega") of Fort Lauderdale, Florida. Omega has led the industry in charge capture audit and recovery services for hospitals since 1992 and has a credentialed and proven track record for immediate and lasting bottom-line financial impact for its clients. Omega has made a significant investment in revenue integrity analytics technology that is the foundation for its delivery of revenue services and cloud products that identify revenue opportunities and address compliance issues. Omega has over 45 well-developed long-term relationships with hospitals on the east coast of the United States and has recovered over US$180,000,000, in aggregate, since its incorporation 20 years ago. The acquisition is scheduled to close on February 28, 2015; however, it is anticipated that the closing will be extended to April 30, 2015 to accommodate transitional and operational matters.

5. Results of Operations as Previously Reported

For the three months ending August 31, 2014, the Company generated US$903,285 in gross revenues from the consolidated operations of Titan and KCA and recorded a nominal loss from operations of US$126,639. For the six months ending November 30, 2014, the Company generated US$1,741,157 in gross revenues from the consolidated operations of Titan and KCA and recorded a consolidated operating profit of US$256,264 with a consolidated comprehensive loss of US$629,674.

6. Advisory Council

The Company has announced the formation of an Advisory Council consisting of experienced and credentialed senior health care executives who have made commitments to the Company of both cash and time on an ongoing basis. The purpose of this council is to ensure that Certive understands current trends in the industry, and has a strategy that is aligned with those trends that can be executed upon that will yield the results for stakeholders of the Company. These executives not only possess the relevant domain experience, but have proven their ability to build and operate profitable enterprises in this domain and to create significant value for shareholders.

7. Governance

Michael Bartlett has joined Certive as Vice Chairman and Director. Mr. Bartlett's career spanned many C-level appointments in the theme park industry and he was either a key participant or President and CEO for developing regional and national theme parks throughout the world and for world fairs and science centers in the United States and Canada. In Canada he served as President and CEO for the development and operation of Canada's Wonderland in Toronto and President and CEO of Expo '86 in Vancouver, BC. EXPO '86 attracted 55 countries, 20 corporate sponsors and 22 million visitors over the six-month run of the fair. After EXPO '86, he was recruited to be Senior VP for the development of Universal Studios in Orlando, FL. Michael Bartlett has been providing corporate leadership, strategic planning, capital structure, fundraising, project management, corporate sponsorships, marketing, and government relation services for private and public start-up and growth companies since 1990.

8. Third Fiscal Quarter Plans

  • Certive Cloud™ workflow implementation to begin March 2015.

  • Complete the acquisition of Omega not later than April 30, 2015.

  • Complete one additional acquisition in fiscal 2016 on the same or similar terms as the Omega transaction and two additional acquisitions in fiscal 2017. Achieve growth rates based upon the Titan revenue model in each year.

  • Implement technology/operational improvements to increase productivity in Tucson operations. Drive analytics capability for both internal application and external sale to Certive's hospital customers.

  • Expand value proposition to revenue opportunities on both the front-end and back-end of revenue cycle management spectrum. The Company has engaged with a C-level hospital CFO to architect the solution sets offered to hospitals as a full service provider.

  • Pursue several major customer-driven outsourcing opportunities in billing support and zero balance.

  • Architect and pursue a strategic partnership for technology and expanded footprint into selected large hospitals.

9. Financing

The Company wishes to announce that it has closed a private placement of convertible promissory notes with accredited investors totaling US$955,000 (CDN$1,208,860). The promissory notes are convertible into common shares of the Company at CDN$0.25 per share for a term of two years. The promissory notes pay interest at the rate of 12% for the first year of the term of the notes and 10% for the second year of the term. Upon conversion of the principal amount into common shares, the note holders will be entitled to one-half of one common share purchase warrant for each share held. The warrants are exercisable for a term of two years after the conversion of the principal amount.
The Company also wishes to announce a US$3,500,000 offering, consisting of 11,666,667 units offered at a price of US$0.30 per unit. Each Unit consists of 1 common share and 1 common share purchase warrant. The share purchase warrant is exercisable at a price of US$0.35 for a term of two years from the date of closing of the private placement. The Company also reports that it has received a total of US$1,300,000 in subscriptions for this private placement as at the date of this press release. For more information please see our website at www.certive.com.


Van Potter, President, CEO, Director

About Certive Solutions Inc.

Certive Solutions Inc. (Scottsdale, Arizona) provides cloud, revenue cycle management solutions to U.S. hospitals, delivered collaboratively, utilizing proprietary workflow document management and analytics technologies tailored to health care business processes. Certive is currently focused on the denied claim segment of revenue cycle management. Certive's solutions enhance the efficiency and effectiveness of denied claims recovery in a revenue sharing relationship that improves hospitals' net operating results.


This press release contains forward-looking statements. These statements relate to future events or future performance and reflect our expectations and assumptions regarding our growth, results of operations, performance and business prospects and opportunities. Such forward-looking statements reflect our current beliefs and are based on information currently available to us. In some cases, forward-looking statements can be identified by terminology such as "may", "would", "could", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts. The forward-looking statements in this press release include, among others, statements regarding our future operating results, economic performance and product development efforts, and statements in respect of:

  • our third quarter fiscal plans;
  • our projected financial position and estimated cash burn rate;
  • our requirement for, and our ability to obtain, future funding on favorable terms or at all;
  • our potential sources of funding;
  • our assessment of the benefits of our technology to customers;
  • our plans to market, sell and distribute our technology;
  • our expectations with respect to future corporate alliances and acquisitions.

A number of factors could cause actual events, performance or results, including those in respect of the foregoing items, to differ materially from the events, performance and results discussed in the forward looking statements.

Factors that could cause actual events, performance or results to differ materially from those set forth in the forward-looking statements include, but are not limited to:

  • the effect of continuing operating losses on our ability to obtain, on satisfactory terms, or at all, the capital required to remain a going concern;
  • the ability to obtain sufficient and suitable financing to support operations, development and commercialization of our services;
  • the risks associated with the development of our technology;
  • the risks associated with the increase in operating costs from additional development costs and increased staff;
  • the timing and nature of feedback from customers; and
  • our ability to successfully compete in our targeted markets.

Although the forward-looking statements contained in this press release are based on what we consider to be reasonable assumptions based on information currently available to us, there can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and our assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release. Forward-looking statements made in this press release are made as of the date of the original document and have not been updated by us except as expressly provided for in this press release. As required by securities legislation applicable to reporting issuers, it is our policy to update, from time to time, forward-looking information in our periodic management discussions and analyses and provide updates on our activities to the public through the filing and dissemination of news releases and material change reports.

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