Quess Corp - Human Resources Company

The best way is to rely on owners earnings to not fall in trap with accounting gimmicks the businesses want to do. As Buffet explained clearly in his 1986 annual letter

“If we think through these questions, we can gain some insights about what may be called “owner earnings.” These represent
(a) reported earnings plus

(b) depreciation, depletion, amortization, and certain other non-cash charges such as Company N’s items (1) and (4) less

( c) the average annual amount of capitalized expenditures for plant and equipment, etc. that the business requires to fully maintain its long-term competitive position and its unit volume.
(If the business requires additional working capital to maintain its competitive position and unit volume, the increment also should be included in ( c).

In simple terms

Owners Earnings = Reported Earnings+
depreciation, amortization +/-
other noncash charges +/-
Changes in working capital

Using this we can get rid of this EBIDTA madness.

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Recent news —Quess Corp Limited has informed the Exchange regarding ‘the process of allotment of 7149263 equity shares to shareholders of Manipal Integrated Services Private Limited( MIS ) pursuant to the Demerger Scheme is completed and the Company has obtained listing approvals from both BSE and NSE (“Stock Exchanges”). Accordingly, we are pleased to inform you that the above equity shares of the Company are listed and admitted to dealings on the Stock Exchanges from January 16, 2018’.

any one kindly guide wat exactly it mean & how it affect business …
https://nseindia.com/corporates/corpInfo/equities/AnnouncementDetail.jsp?symbol=QUESS&desc=Updates&tstamp=160120180833&&utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+nseindia%2Fann+(NSE+News+-+Latest+Corporate+Announcements)

As per my understanding 5% Quess stake given to Manipal integrated services

For reference
https://www.google.co.in/amp/s/m.economictimes.com/small-biz/money/quess-to-put-rs-220-cr-in-manipal-integrated-services/amp_articleshow/55698046.cms
Thanks
Ashit

Hey Folks,

Have the Manipal Integrated Services shares listed on the exchanges?

I couldn’t find the ticker on moneycontrol or the exchange websites. The company had mentioned that it would get listed by Jan 16th 2018.

Thanks!

Brief history and future prospects of Quess

By 2020, Quess will have a headcount of 450,000 to become perhaps India’s largest private employer.
Disclosure Invested
Thanks
Ashit

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Quess announced last week that it effectively will own East Bengal Football, via a 70% owned JV.

Quess says that

“This partnership is intended to strengthen the branding initiatives of Quess
as it goes out to build multiple platforms in the services space. The partnership will help Quess to
improve its brand awareness and at the same time also contribute to sports participation and the
development of football in the country”

Sport properties for improving brand awareness! Venky’s was the first to buy a football club - English at that. Of course the club fared worst this year.

East Bengal has a fan following of 40 million globally, and an annual revenue of about Rs 12 lakhs that it wants to scale up - “We may be currently earning around ₹10-12 lakh annually from the sale of merchandise. We want to scale it up and this is where a corporate partnership will help us”. It has had trouble with its finances and wanted to break away from its feudal past. It had to give up control but “in return, the club has secured a “blank cheque” to pursue its dreams and a complete control over sporting activities

Looks like giving a blank cheque of their money moved the uber generous shareholders so much they pushed up the stock 2%, as if they were willing to write an amount of ₹ 320 cr. on the blank cheque.

How I wish I was at the receiving end of such generosity.

Disclosure: Sadly, not invested in Quess East Bengal FC Pvt Ltd. Not invested in Quess Corp. either, which further adds to the guilt of my absent generosity.

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Disclosure . invested so may be bias
Quess corp is just like “Uber” PLATFORM BUSINESSES MODEL
Definition . A platform is a business model that creates value by facilitating exchanges between two or more interdependent groups, usually consumers and producers. In order to make these exchanges happen, platforms harness and create large, scalable networks of users and resources that can be accessed on demand.

In Quess case one side there are large numbers of job seeking candidates and other side large numbers of corporates wishing to give non critical job to responsible and reliable vendors

Platform businesses model is far powerful than people think

I hope Quess has not done misallocation of fund in football club , may be good marketing opportunity ,
Thanks
Ashit

Some excerpts from a recent news article

Quess Corp is aiming to double its revenue to $2 billion within the next three years and boost profitability as it targets new business segments and geographies for growth, chairman Ajit Isaac told ET.

“If you look at it, we are ten years old. It took us ten years to get to $1 billion in revenue. We think it will take us two, maybe two-and-a-half years, to get to the next $1 billion,” Isaac told ET in an interview.

The company is focusing on bringing down the number of people it has to add for every percentage point of growth.

“We are running a program internally — 100 by 20. The goal is to get to $100 million in EBITDA by 2020. Our business is growing at a CAGR of 45% over the last few years but there is also non-linearity that is being put in place. We will get more growth without having to add as many people,” Isaac said.

About 80% of its revenue currently comes from India and the company says geographical diversification would help it avoid revenue stagnation as it reaches a saturation point in its home market.

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This article came before Q1 FY 19 results came out, which Quess watchers may know, was disappointing. Post Q1, I read they have called in Accenture to improve EBIDTA or so.

https://tech.economictimes.indiatimes.com/news/corporate/quess-q1-revenue-up-52-ropes-in-accenture-to-identify-ways-to-boost-margins/65158336

I did analyze Q1 results and FY 18 annual report, and not going into details, their EPS* grew y-o-y by 10.5% and fell q-o-q 28.5%. Management commentary said above the line is all fine even if it fell but some ‘non-operating’ items came in the way.

Well, investors then will have to brace a long innings of such non-operating items because one of them (called Non controlling interest Put option contracts - essentially these are committed payouts to be exercised, an expense for sure) was at Rs 180 cr (if I recall right) in March. So just 7 down, 173 to go. [This paragraph has been edited for correction with better understanding. The edited version is below.]

One other gymnastic I suspect that may be expected is buyout of the balance 49% of some half acquired companies so the bottom line is shown as growing while cash goes out in a non-operating manner. There is one where the commitment is really huge…investors may find them in the Annual Report.

*EPS is more important vs PAT growth whenever (irrespective actually) a company issues a lot of stock.

DIsc: Not invested

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The accounting for this Non controlling interest put option is a bit confusing. If it is for buying out the remaining stake in an acquisition, shouldn’t they just debit the cash and credit the long term investments in the Balance sheet like they must have done when they acquired the initial stake? Why make a provision for it every quarter when ideally it is not an expense in the truest sense of the word? When they do finally buy out the balance stake will they just remove the provision account and debit the cash?

Edited version

Well, investors then will have to brace a long innings of such non-operating items because one of them (called Non controlling interest Put option contracts - essentially these are committed payouts to be exercised, largely a cash outflow without touching P&L, with (mostly) added financial expense touching P&L every year) was at Rs 188 cr in March 2018.


This edit is to correct for my revised understanding. The Put Options NCI (non-controlling interest) is a liability that is recorded at fair value. Whenever they are exercised the liability will be debited and cash credited (these are now all cash payouts). However since these put options are recorded at fair value every year as the fair value comes close to the actual payout, an expense / reversal will have to be recorded. If the put option value does not change, then every year a financial expense will have to recorded that is equivalent to the discounting rate. If the actual payout is reduced (unlikely) then there will be a reversal which will be added to income.

Typically, there will be a floor and a cap to these payouts, and these are management estimates. But the annual report does not talk of any minimum payments (like minimum lease payments), and these are just estimates. These estimates if aggressive can create problems later on, if the assumptions are not met (I will share an instance below).

This understanding also needs to be revised. As per my understanding of current accounting rules applicable here (Ind AS 103) if there is a promise to buy the remaining minority stake, and the minority owners have no access to any additional benefit of their stake, then all the 100% of the earnings of the acquired entity will be the acquirer’s. So there won’t be any bottom line growth if 51% goes to 100% in these cases, as all the earnings are already in the books of the acquirer (i.e. Quess).

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Put option for NCI is essentially a contract that gives the right to the minority owners of the acquired firms, to sell their shares at pre-determined / determinable prices, in the future. So Quess will make this payment whenever it acquires the balance stake, and it cannot back out. So it is recorded as a liability in the books. When it makes the actual payment, cash will go away as will the liability.

You are correct, the fair value of the liability is not an expense, to the extent it does not change year on year.That’s because these liabilities are recorded at fair value, not at the actual payment. So if the fair value changes because of changes in what actually needs to be paid, and surely because as time between the reporting and actual payment closes, the difference will have to be passed through the P&L*. I will show one instance from their FY 17 and FY 18 Annual Reports below.
*There are some exceptions but that’s out of my syllabus :slight_smile:

Therefor the total payout is not an expense and I was wrong.

Yes. However the liability can change and investors need to watch out. In the pre fair value days if a company said there is a liability for Rs 100, 3 years from now, then Rs 100 would be in the liability side and thus you know the actual amount that will be paid. Now this Rs 100 will be discounted, and if the discounting rate is 10% (higher in case of Quess), then Rs 100 will be shown as Rs 75.1 today, which will progressively increase to Rs 100, and each year there will be a progressive increase that will go via P&L. So in year one there will a charge of 7.5, year two of 8.3 and year three of 9.1. If an investor does not adjust to this kind of thinking, he is likely to be misled (not only that there can also be some absurdist entries)

Let me highlight one case I saw in Quess. Quess acquired a company called Comtel Solutions Pte Ltd (CSPL). Here’s what they said about the acquisition in the Annual report of 2017

image

As of March 31 2017, Quess said CSPL was acquired for an actual payment of Rs 26,352.42 lakhs against a fair value of Rs 25,094.49 lakhs. The points 3 and 4 were payables including a put option, which was to be exercised during April 19 - March 22, as per the note.

Now fast forward to March 31, 2018 and this is what we see:

image

The actual purchase consideration is broadly the same (an increase by 2 bps). The fair value has increased from Rs 25,094.49 lakhs to Rs 25,465.59 lakhs. This increase will be passed via P&L. But if you look closer you will notice that the terms have now changed. It says that now that the balance shares will be fully bought by Oct 2018 instead of Apr 1, 2019 - March 31, 2022. Thus the payout has advanced, and this will have an impact this year (FY19).

You can see this by looking closely at this:

image

This says that Rs 12,531.38 lakhs that will actually be paid by Oct 2018, and that this amount has a fair value of Rs 11,639.50 lakhs at March 31, 2018. This implies a discount of 13% p.a.!! And investors can expect Rs 9 crores to pass via the P&L in 7 months as cost of this financial liability.

Anyway I also got a report that talks, among other things, of aggressive discounting rates for fair value. These rates will come home to roost sometime, especially if numbers are not met.

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I was going thru this article…

where the ceo mentions…

"The remaining divisions provide solutions other than staffing. To take just one example, Quess, apart from supplying manpower, has invested in Sterlite’s copper smelting plant in Tuticorin, Tamil Nadu. “We’ve put in Rs 32 crore in material handling equipment alone,” says Satyakam Basu, CEO of the industrials division of Quess "

does anybody has any idea on this…i couldn’t find this detail in the annual report.

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So H1 consol PAT adjusted for normal taxes is 90 cr, annualised is 180 cr and the company is still trading at 50x this number with 9k cr market cap. Since it has fallen by 50% from its all time high, it means earlier was trading at 100x :joy:, promoters and management did the right thing to offload a good chunk at 950+ levels much earlier !!

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Can anyone send me the reports on Industry in which Quess corp is…?

Quess QIP PDF submitted to SEBI of August 17 and company AR and Teamlease AR will be good information source , even Motilal Oswal old service industry report also will be helpful
Thanks
Ashit

Is there any particular reason for continuous fall in Quess, whereas teamlease is up inspite of weaker margin in compared to Quess. Can demerger with Thomas cook explain this kind of fall?

That was an information available long long time ago, so that cannot be the reason for its recent precipitous fall.

While no one can surely pin down the precise reasons for the fall, one may venture some reasoned hypotheses, and I can share some below:

  1. Quess was priced for very high growth to begin with. This growth cannot be achieved through the economics of the business but via acquisitions made at a price attractive enough that the improved economics due to the acquisition will fuel earnings growth to meet what was expected in the price.

  2. Quess made many such acquisitions funded by debt and issue of new equity on the back of such promises, until FY 18. These acquisitions do not seem to have delivered the expected growth, far from it. In fact in FY 19, EPS fell by more than 20%. And when you are priced for growth, the shortfall in the kinds of businesses Quess is in, is almost not possible to be made up, unless…

  3. …one doubles down with more acquisitions! Quess has acquired Allsec Tech which will cost it Rs 400 crores to begin with, but will come down to Rs 250 crores with access to Allsec’s cash

  4. That would however weaken an already weak cash position of Quess amidst a tough external market for debt fund raise. Quess’ cash position has weakened since FY 18, from about Rs 1036 crores then to about Rs 683 crores as on March 31. This cash depletion of about Rs 350 crores was on account of a lot of non-operating cash payments including an accelerated payment made for acquiring balance shares of its FY 17 Singapore acquisition, and paying down debt that was a drag on interest. Cash from operations net of interest payments was just Rs 115 crores despite declaring a PAT of Rs 257 crores. One big reason for this is income tax assets and that’s the nature of the business.

  5. Quess has more cash payments to make in the future for its acquisitions, but more importantly it has made loans to parties that were expected to be repaid and are stuck, to the tune of Rs 150 crores, and the auditor has pointed this out.

  6. The business of Quess needs a lot of cash cushion because its associates has to be paid unfailingly at the beginning of the month, and even a small ripple in cash flow can increase risk of delay of staff payments creating reputational damage.

  7. Further a new order by SC in Feb 2019 (iirc) changed the way PF would be computed and contributed by Quess, with potentially retrospective effect, that will add additional burden. Quess while highlighting this has said that it is seeking mroe clarity. Teamlease will have the same problem, but it has the cash / debt cushion to weather this.

These have been creating pressure in the business that is showing signs of increasing anxiety among management.

  1. As per its annual report it appears Quess has not made requisite contributions to its gratuity fund this year as well, a liability that will only keep increasing, esp as it is a staffing business.

  2. It announced on the stock exchanges on 24th June that it is looking to raise Rs 51 crores from one investor, and convened a Board Meeting for the same. It seemed odd that a Rs 8,000 crore firm would spend so much bandwidth to raise 0.6% of such valuation for equity, from one investor.

  3. It made a very unusual announcement on the same day of some changes to its agreement with a customer that seemed like it was keen to share some positive news, however immaterial.

  4. On 27 June, it made the following announcements. (a) the Board deferred the fund raise for a later date (b) changed the role of the existing CFO to be a Business Head and ( c) “elevated” the Deputy CFO to be the new CFO.

Thus while the shared agenda was only fund raise, the Board took up other matters that were not disclosed and these pertain to financing.

I guess the sellers of the stock have possibly concluded that the stock is thus priced too high.

On the other hand, Teamlease has grown its earnings by 33%, with very little debt and with no acquisition based liabilities.

Maybe that’s why!

Discl: no material investments in any of the stocks

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-Subrata Kumar Nag, CEO, Quess Corp interview
Niraj shah asked about trimax NCLT issue as well as 50cr capital raise issue
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