posted
By: ericseb1 11 Jul 2005, 01:09 PM EDT Msg. 25233 of 25238 Jump to msg. # OT: We know MSSI should earn around $30MM in revenues in 2006, it is reasonable to assume, especially given the assumed synergies and cost savings between the PRN and MSSI infrastrucutres, that this combined entity could generate 1 to 2 million in earnings.
With 200MM shares o/s, that's (1/2) a penny to a penny per share.
EPS of .005 * P/E of 30 = 15 cents per share EPS of .01 * P/E of 30 = 30 cents per share
I think they could easilly do 2MM in net income in '06, and if o/s remain around 200MM, then I say 30 cents is very reasonable!
posted
we have to come to an equal understanding of the companies terminology such as "within days" (turned out to be 2 weeks) so far "shortly" (turned out to be 5 days) and now "momentarily" has been several hours.
posted
Can't deliver on there word...too bad, I've lost confidence in this company already!!!
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posted
MSSI screwed up bad today by not filing the 8k. Looks like I am not the only one that has lost faith...By the way Quest, MSSI stands for Medical Staffing Solutions Inc. not Medical Science Systems
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It's all in the timing... Posts: 4303 | From: DSA | Registered: Dec 2003
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posted
wow, this really needs to come out soon. I really hope it has good additional info...
Posts: 48 | From: Lawrence, KS | Registered: Jun 2005
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Item 2.01. Acquisition Or Disposition Of Assets Medical Staffing Solutions, Inc., a Nevada corporation (MSSI) entered into an asset purchase agreement (the Purchase Agreement) on June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of MSSI ( Purchaser), Nurses PRN, LLC, a Florida limited liability company (the Target) and the members listed therein (collectively, the Members, and together with MSSI, Purchaser and the Target, the Parties). The Parties agreed to close the transaction in escrow subject to the confirmation of delivery to the escrow agent (the Agent) of those certain escrow documents listed in Schedule A to the Confirmation of Closing in Escrow, dated June 16, 2005, and provided herewith as Exhibit 99.18.
Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the assets, properties, privileges, rights, interests, business and goodwill belonging to the Target, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (the Purchased Assets). The Purchased Assets include all cash items, securities and financial instruments of the Target, all Fixed Assets, Accounts Receivable, Real Property Leases, Intellectual Property, Material Contracts, Files and Records and Goodwill (as each term is defined in the Purchase Agreement).
As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).
In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50) note payable issued to Jeff Dowling by the Purchaser; (b) a Two Hundred Fifty Thousand Dollar ($250,000) note payable to Aftabe Adamjee by the Purchaser and (c) certain general payables as set forth in Schedule 1.4 of the Purchase Agreement.
Exhibit Description Exhibit 99.1 Asset Purchase Agreement, effective as Provided herewith of June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., Nurses PRN, LLC and the Members listed therein
Exhibit 99.2 $250,000 Promissory Note, effective Provided herewith June 16, 2005, by Nurses PRN Acquisition Corp., Inc. issued to Mr. Aftab Adamjee
Exhibit 99.3 Executive Employment Agreement, dated Provided herewith June 16, 2005, by and between Nurses PRN Acquisition Corp. and Mr. Robert Murphy
Exhibit 99.4 Executive Employment Agreement, dated Provided herewith June 16, 2005, by and between Nurses PRN Acquisition Corp. and Ms. Linda Romano
Exhibit 99.5 Release, dated June 16, 2005, by Mr. Provided herewith Aftab Adamjee releasing all claims against Nurses PRN, LLC, Mr. Robert Murphy and Ms. Linda Romano
Exhibit 99.6 Release, dated May 26, 2005, by Mr. Provided herewith Phil Dodge releasing all claims against Nurses PRN, LLC
Exhibit 99.7 Release, dated June 16, 2005, by Mr. Provided herewith Robert Murphy releasing all claims against Nurses PRN, LLC
Exhibit Description Exhibit 99.8 Release, dated June 16, 2005, by Ms. Provided herewith Linda Romano releasing all claims against Nurses PRN, LLC
Exhibit 99.9 Assumption Agreement, dated June 16, Provided herewith 2005, by and among Nurses PRN, LLC, Nurses PRN Acquisition Corp. and Mr. Jeffrey T. Dowling
Exhibit 99.10 Pledge Agreement, dated June 16, 2005, Provided herewith by and between Mr. Robert Murphy and Ms. Linda J. Romano as Pledgor and Mr. Jeffrey T. Dowling as Pledgee
Exhibit 99.11 Indemnity and Guaranty Agreement, Provided herewith dated June 16, 2005, by and among Mr. Aftab Adamjee, Mr. Robert Murphy and Ms. Linda Romano as Indemnitors and Nurses PRN, LLC
Exhibit 99.12 Guaranty of Payment, dated June 16, Provided herewith 2005, by Medical Staffing Solutions, Inc. with respect to Mr. Jeffrey T. Dowling
Exhibit 99.13 Guaranty of Payment, dated June 16, Provided herewith 2005, by Medical Staffing Solutions, Inc. with respect to Mr. Aftab Adamjee
Exhibit 99.14 Guaranty, dated June 16, 2005, by Mr. Provided herewith Robert Murphy and Ms. Linda Romano with respect to Jeffrey T. Dowling and the payment of all indebtedness of Nurses PRN, LLC
Exhibit 99.15 Bill of Sale, undated, by and between Provided herewith Nurses PRN, LLC and Nurses PRN Acquisition Corp.
Exhibit 99.16 Assignment and Assumption Agreement, Provided herewith dated June 16, 2005, by and between Nurses PRN, LLC and Nurses PRN Acquisition Corp.
Exhibit 99.17 Joinder, dated June 10, 2005, by and Provided herewith between Mr. Aftab Adamjee and Mr. Jeffrey T. Dowling
Exhibit 99.18 Confirmation of Closing in Escrow, Provided herewith dated June 16, 2005, by and between attorneys for MSSI, Nurses PRN Acquisition Corp. and Nurses PRN, LLC
posted
since they did change from a full aquisition to more of a merger it really benefitted all involved including us as share holders!!! The cost did no damage and the merger brought in tons of good things!! look what MSSI is getting and this is just part of it!! I can't wait for the 10-Q. Its definitely up from here!!!
SCHEDULE 6.2(a) - CONSENTS
Hospital Contracts
Tenet South Florida Coral Gables Hospital; Delray Medical Center, Inc. Good Samaritan Medical Center Hialeah Hospital (Tenet Hialeah HealthSystem, Inc.) North Shore Medical Center (Tenet HealthSystem North Shore, Inc. Palm Beach Gardens Medical Center Palmetto General Hospital (Lifemark Hospitals of Florida, Inc.) Parkway Regional Medical Center (North Miami Medical Center, Ltd.) Pinecrest Rehabilitation Hospital St. Mary's Medical Center (Tenet St. Mary's) West Boca Medical Center, Inc. Broadlane, Inc (Southern States, Texas, Vegas, Northern California) All About Staffing (South, West & Central FL, GA, TX, CA, VA) Catholic Health West (CA, NV) Bayfront Hospital/ProcureStaff - Tampa IntelliStaff/Bethesda Hospital - West Palm Beach
posted
OK, I'm not an attorney, so this is getting hard to digest.
Here is the part that needs defined: "As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).
In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities"
The above sentences don't mean a lot to me, since I can't see a share price consideration on 9.5 million shares. I don't know how much debt they assumed.
All in all, I don't know if this is a good deal or not????????????????????????????
So, I guess we'll watch the market reaction tomorrow? Or maybe someone official will analyze it and make a recommendation?
Sorry, it's just too complicated for my simple mind to grasp at this time. I will hold, but not if it looks like the path is turning south.
Posts: 1035 | From: Ohio - USA | Registered: Apr 2005
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posted
then understand this... Found compensation information for Bob and Linda in the Executive Employment Agreements that were included as part of the 8k filed today. Go to cgg's link on RB for the 8k via pink sheets, scroll down to the compensation agreements and you'll find this info.
This is always the way you want key executives paid. Pay for performance, and in this case it ain't in stock options. Bob and Linda create personal wealth via the increase in price of MSSI shares for a relatively modest 4,750,000 shares apiece received as part of the purchase agreement.
BTW, by all means post this info on RB. The more people who recognize what a quality company we have, the faster the flawed perception of MSSI will disintegrate... and the faster the pps will rise and stick! From what I am seeing, class acts are hard to come by with key execs in OTCBB stocks. We apparently have three of them...
And I include Sahay here though I have one of his biggest detractors...we just have to teach him how to communicate with shareholders.
Section 4.2 Capitalization and Related Matters
$ 159,658,089 outstanding shares on June 16h closing date.
When 9,500,000 shares called for in this agreement are issued, OS should only be 169,158,089...certainly much better than any of us were anticipating in our wildest dreams.
Murphy and Romano each receive 4,750,000 shares and no longer have any personal obligation for Nurses-PRN back taxes or other debts not picked up by MSSI. Plenty of incentive for them to work their butts off to increase MSSI share price!
Looks like Sahay increasing OS earlier in year was to raise the 1.6 million to pay Nurses-PRN back taxes...not, as some speculated, to keep MSSI doors open because company was operating at a severe deficit.
I will be amazed if MSSI's share price does not begin a sustained upward movement into the end of the year...beginning with tomorrow's opening bell...
posted
pensan---did you read the complete 8K? Did you read "Pay for performance, and in this case it ain't in stock options. Bob and Linda create personal wealth via the increase in price of MSSI shares for a relatively modest 4,750,000 shares apiece received as part of the purchase agreement" the agreements are clearly written to MAKE THE COMPANY GROW along with the PPS,the debt load is small compared to the additional 22 contracts on top of what we already have and now we are in 147 more hospitals and did you notice the section under accounts payable?? Did you see Staff Relief? Guess who is about to own them to?
posted
some very interesting post from another board.
at the very end of the 8K, the Confirmation of Closing Escrow, under item 2, the IRS was provided with a check for 1.6 million on the closing date of June 16th.
This would suggest that Sahay raised those funds earlier this year in anticipation of a closing that we all expected way back in March or April. So...
NO NEW SHARES WILL BE ISSUED TO PAY THE IRS!
PRN profitable??....
Hi Laurie,
I was lying in bed trying to get to sleep when it hit me...
Doesn't the $ 1.6 million in cash that MSSI paid to the IRS on June 16th for back taxes owed by Nurses-Prn imply that Nurses-PRN was profitable?
Peeked back at the Confirmation of Closing Escrow toward the end of the 8K, and sure enough, the 1.6 million was paid on June 16th to the Internal Revenue Service in exchange for the IRS releasing a lien for an identical amount on Nurses PRN assets.
We're talking about a 3 year old start up company here!
Not intending to pump, but looks like we purchased a profitable 3 year old company that owed 1.6 million in taxes because breakneck pace of growth ate up cash flow.
IMHO this bodes well for the future of the combined company and all longs...
Would love to hear your thoughts on this. Also feel free to repost this on RB to generate healthy discussion and, of course, mindless, blatant attacks from ojdiditall.
posted
That is all pretty good stuff. I just wonder how the market will react to the news today. It took a little de-coding to get a clearer message. I hope the word is spreading that this is a solid stock to cling on to.
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posted
zink--hard to say since many have not even got hit by the 8k yet but on July 31st don't be surprised to see this one over a quarter,the time has come...take time and read the 8K!!
if this breaks .05 by 10am it will get real crazy imo.
posted
Had a nice open, but not enough people are aware of this stock yet. We know we have a golden gem, but other people dont even know this stock exists. I believe we will have steady movement upward over the next several months some days will be lfat some will be slighlty down, but overall we will be up big. Unless of course a lot of investors take notice soon then we can pop into the .20's easily, just need people to notice!
Posts: 79 | Registered: Feb 2005
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