Certive Solutions Inc.
CNSX : CBP
FRANKFURT : 5CE

Certive Solutions Inc.

April 23, 2015 15:30 ET

Certive Solutions Inc. Re-Files Financial Statements and Management Discussion and Analysis for the Quarter Ended November 30, 2014

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 23, 2015) - Certive Solutions Inc. ("Certive" or the "Company") (CSE:CBP)(FRANKFURT:5CE) reports that as a result of a review by the British Columbia Securities Commission, the Company is issuing the following press release to clarify our previous disclosure.

The Company's financial statements and management discussion and analysis for the quarter ended November 30, 2014 are being re-filed on an amended and restated basis. Generally, the reasons for the re-statement and amendment are related to the accounting treatment of the acquisitions of both Titan Health Management Solutions Inc. ("Titan") and Knowledge Capital Alliance Inc. ("KCA").

In the case of both acquisitions, the Company originally recorded the value ascribed to the purchase price, less any fixed assets acquired, on its financial statements as goodwill. Dealing specifically with International Accounting Standard (IAS) 38, the Company has reclassified these acquisitions as intangibles insofar as they are represented by customer relationships with an indeterminate future life. The Company will accordingly test the values for impairment at the end of each fiscal year. The Company has therefore recorded a total of US$3,252,194 as customer lists on its amended and restated financial statements for the six months ended November 30, 2014. In addition, the Company has amended its Statement of Cash Flow (SCF), insofar as the acquisition of goodwill is a non-cash transaction which, when included in the SCF, over-stated net cash from operations by US$3,200,000.

Note 8 to the financial statements was also revised as follows:

"Customer list and relationships

As part of several business combination transactions during the period, the Company acquired the customer portfolio and relationships of the acquirees, which resulted in recognizing intangible assets of $3,252,194 at the acquisition date, representing the value of the customer lists acquired. In addition to the intangible assets acquired, furniture and fixtures at the value of $38,106 (Note 7) was acquired and recognized in the Balance Sheet at the acquisition date.

Customer relationships are supported by service agreements that provide the basis only for economic benefit to accrue to the Company. These service agreements auto renew as a standard part of the relationship with each separately identifiable customer. In accordance with IAS 38 para 16, the service agreement establishes the means to place an economic benefit upon these long term customer relationships. The Company has many service agreements with multiple customers and therefore controls the economic benefit associated with this intangible asset.

Accordingly no amortization of the value associated with the customer relationships has been calculated in the current period. At each year end, the Company will test impairment of the customer relationships using standard measures for such impairment. The useful life of these relationships has historically been demonstrated as indefinite.

The Company further tested the fair value of these relationships by ascribing a value to economic benefit that had been historically earned and over a preceding five month period on a weighted average basis and applying a two year multiplier to that weighted average. The amount determined was then discounted by 50% to test the value. The Company used a five month historical weighted average insofar as the amount represented a near term quantified value to the existing relationships backed by the service agreements as of November 30, 2014. By applying a 50% discount to that value, management believes the discount rate to be highly conservative.

The valuation of the relationships acquired using this valuation basis supported the purchase price. In addition, the arms-length negotiation process and the application of a one times trailing revenue for professional service enterprises further supported the price paid for the assets acquired.

The intangible assets of the Company consist mainly of the customer relationships, access to customer's information and the supporting service agreements acquired…."

Note 16 was added to the statements, disclosing more particularly the basis for impairment testing of goodwill and other intangible assets. The table in Note 16 discloses the carrying value of the assets acquired and, specifically, the impairment of the Advantive Information Services Inc. acquisition.

The management discussion and analysis for the six months ended November 30, 2014, was also amended as follows:

  1. Specific forward looking comments were added to reflect the nature of the Company's business and assumptions made in the MD&A.
  2. Specific comments on the Company's growth strategies were included, along with a definition of operating run rates and the basis for its calculation.
  3. The "Results of Operations" section was amended to expand upon the comparative quarter by quarter analysis of revenues and costs as well as providing a detailed comment on the factors that will impact revenue recognition in the future.
  4. A more detailed comment on liquidity and operating business units was included.
  5. A more detailed discussion of risk factors specifically affecting the Company was also provided.

The Company's Board and management team have embraced the process undertaken in connection with the British Columbia Securities Commission's continuous disclosure review, as it has, in the opinion of the Board, the Audit Committee, and management, been a very important and useful exercise to ensure that our disclosure meets the highest standards required by International Financial Reporting Standards.

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 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.

FORWARD-LOOKING AND OTHER STATEMENTS

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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