Certive Solutions Inc.
CNSX : CBP
FRANKFURT : 5CE

Certive Solutions Inc.

November 19, 2014 09:20 ET

Certive Solutions Inc. (CSE:CBP)(FRANKFURT:5CE) Announces Material Corporate Activities

SCOTTSDALE, ARIZONA--(Marketwired - Nov. 19, 2014) - Certive Solutions Inc. (CSE:CBP)(FRANKFURT:5CE) (the "Company or Certive") is pleased to announce several material corporate events and results.

For the quarter ended August 31, 2014, the Company generated US$903,285 in gross revenues from its revenue cycle management and collections activities and recorded a consolidated loss of US$126,639, a major accomplishment considering the investiture of corporate funds in growing the enterprise and spending on technology and infrastructure.

Gross revenues for the months of September and October totalled US$256,809 and US$299,734 respectfully.

The Company has hired additional senior staff to manage the growing billing support segment of the business. Staffing levels are anticipated to exceed 100 by year end. Core activities are focused on zero balance revenue sharing, and billing support that is a recurring margin based business with superior opportunities for growth.

The Company's Knowledge Capital Alliance division, also performed exceptionally during the quarter and most recently with the first of several license contracts for its cloud performance management dashboard solution to a major public health unit located in the eastern United States.

The Company also is pleased to announce the signing of a letter of intent to acquire substantially all of the assets of a well-established and significant participant ("Vendor") in the revenue cycle management sector of the U.S. hospital market. The Vendor is located in the Southeastern United States and services over 45 hospitals on the east coast.

The Vendor 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. The Vendor 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.

The Vendor has engaged with hospitals to analyze their claims data for over 20 years and has combined technology with investigative expertise to identify risks and opportunities. Its solutions deliver real-time analysis and capture of unidentified charges not captured by the hospital, and prevention of charging and billing issues that reduce or delay reimbursement. Additional services offered include comprehensive claims analysis for coding integrity, and revenue leakage prevention. The Vendor's software solutions are designed for ease of use and accessibility and are a combination of internal software tools and could software products.

The Vendor 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. With over 25 employees engaged in the revenue cycle process, and over 45 hospitals currently under contract, the Vendor is a valuable resource to its hospital partners.

The benefits to the Company will be significant for several reasons:

  • The Company will immediately have an established presence on both the west and east coasts of the United States and represent a combined total of almost 100 hospitals in both regions.

  • The technology solutions developed and used by the Vendor will have immediate and positive scaling impact on the Company's Titan division.

  • The opportunity to provide a growing base of services hospitals in both regions will be a significant collaborative opportunity of increasing gross revenues on a consolidated basis, largely from cross selling opportunities between customers in both Titan and the Vendor.

The combination brings to a growing base of legacy customers, a credentialed track record in the industry and the ability to inject near term scale to the consolidated operations. The Vendor presently generates approximately US$2,200,000 in gross revenues annually and is on track to achieve an annualized revenue run rate of approximately US$4,000,000 by May 31, 2015.

Certive and the Vendor will enter into a definitive acquisition agreement whereby the consideration for the acquisition of the operating assets and intellectual properties of the Vendor (Vendor Assets) will be paid for by cash, a convertible note, and preferred shares that are convertible into common shares on the occurrence of certain stated events. The consideration contemplated in the definitive acquisition agreement will include a convertible promissory note setting out the terms upon which conversion into common shares of Certive may occur and the deemed exercise timing and price. The definitive acquisition agreement will also include the timing for payment of the cash portion and other consideration for the transaction. The note will define default provisions with respect to payment terms.

Certive anticipates the acquisition to close on or about January 31, 2015.

The transaction is proposed on the following basis:

  1. The agreed purchase price for 100% of the scheduled operating assets and intellectual properties of The Vendor shall be paid in cash, convertible notes, and preferred shares as set out herein and secured by the acquired assets and evidenced by a security agreement and a UCC-1 filing. The purchase price shall be cash in the amount of US$700,000 payable on or before January 31, 2015, a convertible promissory note in the amount of US$500,000 issued on closing or January 31 2015 (terms of conversion noted below), and 1,300,000 preferred shares, which will be redeemable into cash or convertible into 1,300,000 common shares based upon the earn out provisions set out below. If redeemed for cash, subject to the agreed earn out formula, the agreed cash value of the redeemed shares shall be US$1,300,000. The US$500,000 convertible note entered into at closing, shall be convertible, in whole or in part, solely at the Vendor's option, into common shares of Certive at a deemed price of US$0.50 per share. The note will have a two year term and will be non-interest bearing in consideration of the conversion option. In the event that The Vendor elects to take payment in cash for all or part of the Note during its term, Certive shall have 60 days to make payment on the Note or called portion thereof, from the date of notification of such intention by the Vendor.

  2. The Preferred Shares shall have a cash redemption value of US$1,300,000 subject to the following agreed earn out provisions. The Vendor will earn the right to one dollar of redemption value for each earn out dollar calculated as 25% of gross revenue in excess of US$2,000,000 for each calendar year beginning January 1, 2015 for a period of three years. This earn out will be paid to the Vendor within 60 days of the end of the preceding calendar year. In the event that the calculated amount is elected to be taken in common shares of Certive, the shares issued will be based upon a deemed price of US$0.50 per share.

As a condition of the acquisition, employment agreements or consulting contracts will be negotiated on an acceptable basis to both parties.

The Company proposes to pay a finder's fee in connection with the acquisition, in accordance with governing regulatory policies.

The transaction is subject to prior regulatory approval. Insofar as the transaction does not represent a change of control or a change of business, shareholder approval is not required.

Van Potter, CEO of Certive, commented "we are particularly pleased with our first quarter consolidated results both in terms of revenue generated and opportunities for growth over the remaining three quarters of fiscal 2015. Moreover, as we grow both organically and by acquisition with the goal of reaching a year end run rate in excess of $12 million, management is mindful of the need to execute and react swiftly to new opportunities as they arise. The combination of the three acquisitions establishes a national footprint for our business with a diversified suite of offerings in revenue cycle management, with a footprint of almost 100 hospitals, and the technology and human expertise to service this rapidly growing $50B market segment."

For more information please see www.certive.com, or contact Certive directly at 480-922-5327.

ON BEHALF OF THE BOARD OF DIRECTORS OF CERTIVE SOLUTIONS INC.

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 hospital net operating results.

The forward-looking information contained in this press release is made as of the date of this press release and except as required by applicable law, the company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires the company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information. Neither the company nor the Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.

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