EXHIBIT 10(e)
STOCK PURCHASE AND SALE AGREEMENT
STOCK PURCHASE AND SALE AGREEMENT, dated December 31, 2004, by and among DALRADA
FINANCIAL CORPORATION, a Delaware corporation ("Seller"), QUIK PIX INCORPORATED,
a Nevada corporation, ("Buyer").
PRELIMINARY STATEMENT
Seller owns all of the issued and outstanding shares of capital stock ("Shares")
of SOLVIS GROUP, a Michigan corporation (the "Company") which includes all of
the assets owned or leased by the Company and used in the business of the
Company including, but not limited to Client lists, its subsidiaries (per
Exhibit II), Vendor lists, Computer lists and/or programs and the liabilities of
the business or otherwise set forth in the Dalrada's Basis for Valuation of the
Company, a copy of which is attached hereto as Exhibit 1, and, on the terms and
conditions set forth in this Agreement, Seller desires to sell the Shares and
Buyers desire to purchase the Shares.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE 1. Sale and Purchase
Section 1.1. Sale and Purchase of the Shares
Subject to the terms and conditions of this Agreement and in reliance upon the
representations, warranties and covenants contained herein, Seller hereby sells,
transfers, assigns and delivers to Buyer the Shares of the Company for a
purchase price of fifteen million sixty-two thousand and fifty-eight
(15,062,058) shares of Quik Pix Inc. common stock, bearing a 144 restrictive
legend, and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent, (the "Purchase
Price") payable by the Buyer in accordance with the terms set forth herein
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY BE TRANSFERRED ONLY IF THE COMPANY IS SATISFIED
THAT NO VIOLATION OF SUCH ACT IS INVOLVED"
Section 1.2. Payments
On the date hereof, Seller shall deliver to Buyers or their joint designee the
certificates evidencing the Shares of the COMPANY endorsed in blank or
accompanied by separate stock powers duly executed in blank and:
1.2.1 Buyer shall deliver to Seller a Quik Pix Inc. stock certificate
for fifteen million sixty-two thousand and fifty-eight (15,062,058)
shares of common stock pursuant to Section 1.1, above.
Section 1.3. Transfer Taxes
All transfer, documentary, sales, use, registration and other similar Taxes and
related fees (including any penalties, interest and additions to Tax) ("Transfer
Taxes"), if any, arising out of or incurred in connection with this Agreement
shall be payable by Seller. The party that is legally required to file a Tax
Return relating to Transfer Taxes shall be responsible for preparing and timely
filing such Tax Return. Buyers and Seller shall have the right to review and
comment on each such Tax Return and no such Tax Return will be filed without the
prior written consent of both Buyers and Seller, which consent shall not be
unreasonably withheld or delayed.
Section 1.4. Receivables.
Seller shall warrant and provide that the Company has no less than the dollar
amount of collectable receivables, as reflected on it's December 31, 2004
financial statement and also warrant that such receivables shall not be used to
offset any of the negative cash positions represented on the pro forma balance
sheet dated December 31, 2004.
ARTICLE 2. Representations and Warranties of Seller
Seller represents and warrants to Buyers as follows:
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Section 2.0. Organization and Qualification of the Company
The Company is a corporation that is duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Solvis Group, and its
subsidiaries (the COMPANY) are corporations that are duly organized, validly
existing and in good standing under the laws of the state of Michigan. Seller
shall provide to the Buyer a Certificate of Good Standing from the State of
Michigan (in the case of the Company) and from the state of Delaware (in the
case of the Seller) at the time of closing.
Section 2.1. Authorization and Validity of Agreements
Seller shall provide a Board of Directors resolution confirming that the Seller
has the power and authority to execute and deliver this Agreement and all other
agreements specified in or contemplated by this Agreement to be executed and
delivered by Seller and to perform its obligations hereunder and thereunder.
This Agreement and all other agreements specified in or contemplated by this
Agreement to be executed and delivered by Seller have been duly authorized and
approved by all required corporate action and executed and delivered by Seller
and constitute the valid and binding obligations of Seller enforceable against
it in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, securities or
other laws or policies relating to or affecting creditors' rights or the
enforcement of indemnification obligations or by general principles of equity.
Section 2.2. Capitalization
The Company has only one class of authorized capital stock in each of its
subsidiaries, consisting of _________ shares of common stock, no par value, of
which ______ shares are issued and outstanding. All of the Shares have been duly
authorized, validly issued and outstanding and are fully paid and
non-assessable. Seller is the lawful record and beneficial owner of the Shares,
pursuant to Exhibit IV__.
Section 2.3. Brokers
All negotiations relating to this Agreement and the transactions contemplated
hereby have been carried out without the intervention of any person acting on
behalf of Seller in such manner as to give rise to any valid claim against
either Buyer or the Company for any brokerage or finder's commission, fee or
similar compensation.
ARTICLE 3. Representations and Warranties of Buyers
Buyers represents and warrants to Seller as follows:
Section 3.1. Organization and Qualification
Quik Pix Inc. is a corporation that is duly incorporated, validly existing and
in good standing under the laws of Nevada. Buyer has the requisite power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted.
Section 3.2 Authorization and Validity of Agreements
Buyer has the power and authority to execute and deliver this Agreement, the
QPIX Shares and all other agreements specified in or contemplated by this
Agreement to be executed and to perform their respective obligations hereunder
and hereunder. This Agreement and all other agreements specified in or
contemplated by this Agreement have been duly authorized and approved by all
required corporate action and executed and delivered by Buyer and constitute the
valid and binding obligations of the Buyer enforceable against them in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
securities or other laws or policies relating to or affecting creditors' rights
or the enforcement of indemnification obligations or by general principles of
equity.
Section 3.3. Due Diligence Completed
Buyer has satisfactorily completed a careful review of the Company and its
business, assets and liabilities and rely heavily on the validly of the Dalrada
business valuation (EXHIBIT I) and they do not require any further due diligence
review of the Company or its business, assets or liabilities.
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Section 3.4. Purchase for Investment
Buyer (a)+ is a sophisticated investor; (b)+has sufficient knowledge and
expertise in financial and business matters, investment securities and private
placements to evaluate the merits and risks of the transactions contemplated by
this Agreement; (c)+has made its own inquiry and investigation into the Company
and its financial condition, results of operation and prospects; (d)+has been
granted full access to the books, records, financial statements and management
of the Company and has had the opportunity to question and receive answers from
representatives of the Company and Seller with regard to the business of the
Company and the purchase of the Shares; and (e)+is acquiring the Shares for
investment and not with a view toward any resale or distribution thereof, except
in compliance with applicable law.
Section 3.5. Brokers
All negotiations relating to this Agreement and the transactions contemplated
hereby have been carried out without the intervention of any person acting on
behalf the Buyer in such manner as to give rise to any valid claim against
Seller for any brokerage or finder's commission, fee or similar compensation,
other than fees to be paid by Buyers.
ARTICLE 4. Covenants
The parties hereto further agree as follows:
Section 4.0. Employees
Buyer will cause the Company to continue to engage employees of the Company
after the date hereof on terms substantially similar to those currently in
effect and assume all on going obligations with respect to such employees,
including, without limitation, any and all obligations with respect to and/or
arising under any Employee Benefit Plan, for a period not to exceed 90 days.
Section 4.1. Publicity
Neither Seller nor Buyer shall issue any press release or other public statement
concerning the transactions contemplated by this Agreement without first
providing the other with a written copy of the text of such release or statement
and obtaining the consent of the other respecting such release or statement
(which consent shall not be unreasonably withheld or delayed).
Section 4.2. Resignation
Concurrent with the execution and delivery of this Agreement, the directors and
officers of the Company (listed in Exhibit III) may, but shall not be required,
to submit their resignations from the Board of Directors and as officers of the
Company.
Section 4.3. Intercompany Payables and Receivables
Effective the date hereof, all amounts currently owed by the Company to any
officer, director, shareholder, employee or Affiliate of the Company ("Related
Parties") net of any amount then owed by such persons to the Company shall be
assumed by Seller (or, as to net amounts owed to Seller, cancelled) and in all
events deemed a capital contribution by Seller to the Company and any net amount
then owed by any such person to the Company shall be forgiven by the Company.
Section 4.4. Buyer's Cooperation
Buyer shall, and they shall cause the Company and its employees to, cooperate
fully with Seller in order to enable Seller to enforce any and all rights of
indemnity which Seller may be entitled to enforce against third parties, and, in
connection therewith, Buyer shall, upon the request of Seller, provide Seller
and its representatives, including third party insurers, with full access at all
reasonable times to the books, records and documents of the Company which have
been transferred to Buyer and to the employees of the Company and others to
enable Seller to enforce its right of indemnity against third parties.
Section 4.5. Seller's Cooperation
Seller shall, and they shall cause the Company and its employees to, cooperate
fully with Buyer in order to enable Buyer to enforce any and all rights of
indemnity which Buyer may be entitled to enforce against third parties, and, in
connection therewith, Seller shall, upon the request of Buyer, provide Buyer and
its representatives, including third party insurers, with full access at all
reasonable times to the books, records and documents of the Company which have
been transferred to Seller and to the employees of the Company and others to
enable Buyer to enforce its right of indemnity against third parties.
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Section 4.6. Seller's Covenant
Seller agrees that until the fifth anniversary of the date hereof (the
"Restricted Period"), it will secure Non-Disclosure and Covenants of
non-competition from the Company's officers and directors. Stating that the
present officers and directors of the Company, nor any of its Affiliates will,
directly or indirectly, provide similar services of the type currently being
provided by Buyer and/or the "company".
Section 4.7. Seller's Specific Performance
If there is any breach or threatened breach of any of the provisions in this
Article 4. 6, Buyer shall have the right to obtain specific enforcement and
performance of such provisions by any court of competent jurisdiction, it being
agreed that any such breach or threatened breach would cause irreparable injury
to Buyer and that money damages would not provide an adequate remedy to Buyer.
Such right shall be in addition to, and not in lieu of, any other rights and
remedies available to Buyer under law or in equity. The provisions hereof shall
be construed as a separate covenant covering competition in each of the separate
countries, states, counties, cities or other jurisdictions in which Buyer has
been engaged in business and, to the extent that it shall be judicially
determined to be illegal or unenforceable in any such countries, states,
counties, cities or other jurisdictions hereof will be valid and enforceable in
those jurisdictions and for those periods of time in which such provisions are
valid and enforceable. The period of time during which each Seller and their
Affiliates is prohibited from engaging in certain activities pursuant to this
Section 4.6 shall be extended by the length of time during which Seller or any
of its Affiliates is in breach of the terms of this Section 4.6.
Section 4.8. Seller's Cooperation
Seller shall, and they shall cause the Company and its employees to, cooperate
fully with Buyer in order to enable Buyer to enforce any and all rights of
indemnity which Buyer may be entitled to enforce against third parties, and, in
connection therewith, Seller shall, upon the request of Buyer, provide Buyer and
its representatives, including third party insurers, with full access at all
reasonable times to the books, records and documents of the Company which have
been transferred to Seller and to the employees of the Company and others to
enable Buyer to enforce its right of indemnity against third parties.
ARTICLE 5. Survival; Indemnification
Section 5.0. Survival of the Representations, Warranties and Covenants
The representations and warranties contained in or made pursuant to this
Agreement shall not survive the closing of the transactions contemplated hereby.
All covenants and agreements contained in this Agreement shall survive until
performed in accordance with their terms.
Section 5.1. Indemnity by Buyers
Buyer, shall indemnify and hold harmless Seller from and against any and all
demands, claims, recoveries, obligations, losses, damages, deficiencies and
liabilities, and all reasonable and related costs, expenses (including
reasonable attorneys' fees), interest and penalties, which any of them shall
incur which results from the breach of any of the representations, warranties,
covenants or agreements made by Buyer under this Agreement.
ARTICLE 6. Tax Matters
Section 6.0. Cooperation
Seller and Buyer shall reasonably cooperate, and shall cause their respective
Affiliates, officers, employees, agents, auditors and representatives reasonably
to cooperate, in preparing and filing all Tax Returns, including maintaining and
making available to each other all records necessary in connection with Taxes
and in resolving all disputes and audits with respect to all taxable periods.
Neither party shall dispose of, or allow any other Person to dispose of, any Tax
or other workpapers, books or records relating to the Company during the
seven-year period following the date hereof, and thereafter shall give the other
party written notice before any such items are disposed of and 90 calendar days
to copy or take possession of the same prior to their disposition.
Section 6.1. Post-Closing Elections
At Seller's request, Buyers shall or shall cause Company to make and/or join
with Seller or its Affiliates in making any Tax election if the making of such
election does not have a material adverse impact on Buyer or Company for any
post-acquisition Tax period.
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Section 6.2. Reporting of Post-Closing Transactions
To the extent permitted by applicable law or administrative practice of any
Taxing Authority, (A) the taxable year of the Company shall close as of the
close of business on the date hereof and (B) any transactions (other than the
transactions contemplated by this Agreement) involving the Company that are not
in the ordinary course of business occurring on the date hereof but after the
closing shall be reported on Buyer's Tax Returns to the extent permitted by
Applicable Law or on the post-closing separate company returns of the Company
(if the Company does not file a Tax Return with Buyer), and shall be similarly
reported on all other Tax Returns of Buyers or their Affiliates to the extent
permitted. In all events, Buyers shall be responsible for, and shall indemnify
and hold Seller and its Affiliates harmless from, all Taxes related to
transactions described in clause (B) of this Section 6.2.
Section 6.3. Carryback of Tax Attributes
With prior written consent of Seller, which consent shall not be unreasonably
withheld by the Seller, none of Buyers, their Affiliates or Company shall carry
back any net operating loss or other Tax attribute or item from a taxable year
or taxable period commencing after the date hereof to a taxable year or taxable
period ending on or before the date hereof in which Seller, its Affiliates or
the Company has reported any taxable income or other tax attribute against which
any such carry-back item can be utilized, unless such prior returns contained
material errors and/or omissions.
Section 6.4. Accrued Tax Liabilities
Buyers shall, and they shall cause the Company to, assume and pay the disclosed
accrued tax liabilities of the Company as and when due.
ARTICLE 7. Definitions.
Section 7.0. "Affiliates" means with respect to any Person, any other Person
that directly or indirectly through one or more intermediaries, is controlling,
or controlled by, or under common control with such specified Person.
Section 7.1. "Buyers" has the meaning set forth in the recitals.
Section 7.2. "Claim" has the meaning set forth in Section 5.2.
Section 7.3. "Company" has the meaning set forth in the recitals.
Section 7.4. "Damages" has the meaning set forth in Section 5.2.
Section 7.5. "Employee Benefit Plan" means each employee benefit plan within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended, covering any present or former employee of the Company.
Section 7.6. "Governmental Body" means any foreign, national, federal, state,
provincial, local or municipal government (including any agency, branch,
department, or division thereof and any court or other tribunal), quasi
government, self-governing body or any other body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.
Section 7.7. "Person" means any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, labor union or
other entity or Governmental Body.
Section 7.8. "Purchase Price" has the meaning set forth in Section 1.1.
Section 7.9. "Related Parties" has the meaning set forth in Section 4.6.
Section 7.10."Shares" has the meaning set forth in the recitals.
Section 7.11. "Seller" has the meaning set forth in the recitals.
Section 7.12. "Tax Benefit" shall mean the tax effect of any loss, deduction, or
credit or any other item that decreases taxes paid or payable or increases tax
basis, including any interest with respect thereto or interest that would have
been payable but for such item.
Section 7.13. "Tax Return" shall mean any return, report, estimate, declaration,
information return or other statement or document (including any schedule or
attachment thereto or any amendment thereof) filed or required to be filed with
any federal, state, local or non-U.S. taxing authority in connection with the
determination, assessment, collection, administration or imposition of, or
otherwise relating to, any tax.
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Section 7.14. "Taxes" shall mean all taxes, charges, fees, customs, levies,
duties, imposts, required deposits or assessments of any kind, including,
without limitation, all net income, capital gains, gross income, gross receipt,
property, franchise, sales, use, excise, withholding, payroll, employment,
social security, worker's compensation, unemployment, occupation, Capital Stock,
ad valorem, value added, transfer, gains, profits, net worth, asset,
transaction, or other taxes, and any interest, penalties, additions to tax or
additional amounts with respect thereto, imposed, assessed or collected by any
taxing authority, and shall include any liability for any of the foregoing
arising by contract or otherwise under applicable law.
Section 7.15."Taxing Authority" means any governmental authority responsible for
the determination, assessment or collection of any Taxes or the administration
of any laws, regulations or administrative requirements relating to any Taxes.
Section 7.16."Transfer Taxes" has the meaning set forth in Section 1.4.
ARTICLE 8. General Provisions.
Section 8.0. Entire Agreement
This Agreement, including the schedules and exhibits hereto, together with the
Security Agreement, Note and Financing Statements (which are hereby incorporated
by reference and made a part hereof), supersedes all other prior agreements,
understandings, representations and warranties, oral or written, between the
parties hereto with respect of the subject matter hereof.
Section 8.1. Expenses
Except, as otherwise specifically provided herein, whether or not the
transactions contemplated herein are consummated, each party shall pay its own
expenses incident to the preparation and performance of this Agreement.
Section 8.2. Further Assurances
From time to time prior to, at and after the date hereof, each party hereto will
execute all such instruments and take all such actions as the other, being
advised by counsel, shall reasonably request (and which it is reasonably
withintheir respective powers to accomplish), in connection with the carrying
out and effectuating of the intent and purposes hereof and all transactions and
things contemplated by this Agreement, including, without limitation, the
execution and delivery of any and all confirmatory and other instruments in
addition to those to be delivered on the date hereof, and any and all actions
which may reasonably be necessary or desirable to complete the transactions
contemplated hereby.
Section 8.3.Notices
Any notice or other communication required or permitted under this Agreement by
any party to the other shall be in writing, and shall be deemed effective upon
(a) personal delivery, if delivered by hand; (b) three days after the date of
deposit in the mails, if mailed by certified or registered mail, postage
prepaid, return receipt requested; (c) the next business day, if sent by a
prepaid overnight courier service; or (d) when sent, if sent by facsimile
transmission with a confirmation copy sent by first class mail on the date of
fax transmission, and in each case addressed as follows:
If to Buyer:
c/o QUIK PIX INCORPORATED
0000 Xxxxxxx Xxxxx, Xxxxx X, Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
Telecopier: 000-000-0000
with a copy to:
Xxxxxxxxx & Associates
00000 Xxx Xxxxxx, Xxx. 000
Xxxxxx, XX 00000
Telecopier: 000-000-0000
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If to Seller:
DALRADA FINANCIAL CORPORATION
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxx
Telecopier: 858.277.5379
with a copy to:
Xxxxxxxxx & Associates
00000 Xxx Xxxxxx, Xxx. 000
Xxxxxx, XX 00000
Telecopier: 000-000-0000
or to such other address or to such other person as any party hereto
shall have last designated by notice to another party in accordance
with the provisions of this Section 8.4.
Assignment
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
Counterparts
This Agreement may be executed in two or more counterparts, all of which shall
constitute one and the same instrument.
Governing Law
This Agreement shall be construed, performed and enforced in accordance with the
laws of the State of Nevada.
Consent to Jurisdiction; Waiver of Jury Right
Each party to this Agreement hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of a court sitting in Orange County,
California for any actions, suits or proceedings arising out of or relating to
this Agreement and the transactions contemplated hereby (and each party agrees
not to commence any action, suit or proceeding relating thereto except in such
court), and further agrees that service of any process, summons, notice or
document in accordance with the Notice provisions herein shall be effective
service of process for any action, suit or proceeding brought against such party
in any such court. Each party hereby irrevocably and unconditionally waives to
the fullest extent of permitted by applicable law, (a) any and all rights to
trial by jury and (b) any objections such party may now or hereafter may have to
the laying of venue, of any such action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby.
Headings
The article and section headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provision hereof.
Severability
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid, but if any provision of this Agreement is
held to be invalid or unenforceable in any respect, such invalidity or
unenforceability shall not render invalid or unenforceable any other provision
of this Agreement.
Acknowledgement and Waiver. Xxxxxxxxx & Associates has explained to each of the
undersigned that present and conflicting dual interests may exist in reviewing
the above-described agreement and has informed each of us of the nature and
possible consequences of these conflicts.
We understand that we have the right to seek independent counsel before
executing this consent or at any future time. Each of the undersigned
nevertheless desires representation by Xxxxxxxxx & Associates and therefore
consents and gives approval for such representation.
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We further release Xxxxxxxxx & Associates from any and all liability and further
agree to indemnify and defend Xxxxxxxxx & Associates from all suits, judgments
arbitration awards and alike as resulting from its representation of our
interests and specifically involving the disclosed potential conflict of
interest.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the date first above written.
Seller:
DALRADA FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: CEO
Buyer:
QUIK PIX INCORPORATED
By: /s/ Xxxx Cappezzuto
Name: Xxxx Cappezzuto
Title: CEO
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Exhibit 1
Dalrada Financial Corporation
Basis for Valuation of The Solvis Group for purposes of Transferring this Entity
from Dalrada to Quik Pix, Inc.
Background:
The purpose of this memorandum is to provide an explanation of the assumptions
and estimates utilized in determining a fair value of The Solvis Group,
presently a wholly-owned subsidiary of Dalrada Financial Corporation, to be used
to value its intercompany sale to Quik Pix, Inc., a majority owned Dalrada
Financial Corporation subsidiary.
The Solvis (Solvis) Group consists of four entities:
Xxxxxxx Staffing - Acquired September 1, 2003
M&M Nursing - Acquired July 1, 2004
Pro Health - Established December 2004
ISI, Incorporated - Acquired December 2004
All of the above entities, with the exception of ISI, are wholly - owned and
provide staffing to their clients in their fields of expertise.
Valuation Methodology:
The balance sheets of the above entities do not have any significant tangible
assets or tangible net worth to form a basis for valuation. Accordingly, the
valuation is based on pro forma discounted cash flow for the calendar years 2005
through 2009.
In addition to a discount factor, a risk factor has also been applied to
represent the fact that none of the contracts in place with respect to the above
entities are long-term and that the continuance of their revenue streams is
contingent on their quality of work, cost of service to the client and
management of receivables and overhead costs.
A term of five years is being utilized as forecasting pro forma financial
results or operating results for a longer term has an extraordinary high risk of
being inaccurate to the extent that could flaw the entire valuation process.
Individual growth rate estimates were applied to each entity based upon its
business base and the likelihood of its achieving the estimated growth.
Xxxxxxx Staffing:
Jackson Staffing (Xxxxxxx) has two call center staff leasing operations with
NCO, its only customer. The centers are located in Jackson, Michigan and
Pennsylvania. At present, Xxxxxxx is at full capacity and no future growth can
be anticipated unless NCO decides to expand its call center operations.
NCO did sign a contract with Xxxxxxx for a term of two years; however, it can be
cancelled by either party with thirty days written notice. As Xxxxxxx has been a
provider to NCO for a number of years and has a close relationship with its
management, a high probability exists for the first two years of keeping the
business but decreases over time as call center services in third world
countries grows to compete with the U.S. labor market.
For purposes of this analysis, the results of operations for 2004 were used as
the annual value for all five years.
M&M Nursing:
M&M Nursing (M&M) provides staff registered nurses to hospitals to fill their
staffing needs both on a short and intermediate term basis. The previous owner
and now manager of this operation is a registered nurse who merged his company
into Solvis to be able to secure more volume work being associated with a larger
organization.
The M&M pro forma financial assume a 5% annual growth rate. This rate was
selected taking into consideration the current high shortage of nursing
resources offset by new immigration laws curtailing the hiring and relocation of
foreign nursed to the United States. Based upon the ability of management to
identify, background check and deploy new nurses, it was concluded that a 5%
growth rate was reasonable.
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It is public knowledge that the present shortage of nurses will last for at
least two years and accordingly, no risk factor was applied for the first two
years. In subsequent years, however, a risk factor of 5%, 10% and 15% were used
for years 2007, 2008 and 2009, respectively.
The pro forma financial statements represent factoring expenses of 70% of
eligible receivables at 2%. As M&M continues to grow at a moderate rate, the
factoring requirements are expected to lessen and are reflected as such.
Pro Health is in a startup stage and is expected to grow at a higher rate than
traditional entities in the group except for the initial two years where name
recognition and quality of service need to become known in the market place.
Regardless, Pro Health, from a financial standpoint, is immaterial to the
combined pro forma financial statements of Solvis, taken as a whole.
ISI
ISI is a staffing firm providing equipment, software design and implementation
assistance to two major automotive customers. It qualifies for minority
treatment which gives ISI a significant advantage over competing high technology
staffing firms.
Given the automotive industries need to subcontract major technical projects,
ISI's minority status and now, its affiliation with a larger organization such
as Solvis, it is reasonable to use a growth rate of 15%.
Historical financial statements were used to estimate the pro forma results of
operations and a melded gross profit rate of 15% was used based upon historical
results.
The risk factor, for mathematical purposes, was increased by 30% to provide for
the minority interest ownership in ISI. It should be noted that Solvis assumed
$622,000 of debt and $570,000 of accounts receivable. The net difference,
$52,000 will be deducted from the total estimated valuation.
Final Valuation:
The final valuation, after factoring in the excess debt assumed for ISI over the
accounts receivable, represents a fair valuation at this time and incorporates
management's best estimates based upon information and history available.
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Exhibit 2
THE SOLVIS GROUP COMPANIES
The Solvis (Solvis) Group consists of four entities:
x Xxxxxxx Staffing - Acquired September 1, 2003
o M&M Nursing - Acquired July 1, 2004
o Pro Health - Established December 2004
o ISI, Incorporated - Acquired December 2004
Exhibit 3
List of Resigning Officers and Directors
Exhibit 4
ENTITY, NUMBER OF SHARES, PERCENTAGE OWNED
Xxxxxxx Staffing d.b.a. Call Center HR
M&M Nursing
Pro Health
ISI, Incorporated
