Quanta Services, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

Acquisitions

6 Months Ended

Jun. 30, 2017

ACQUISITIONS:

During the second quarter of 2017, Quanta acquired a communications infrastructure services contractor located in the United States, the results of which are generally included in Quanta’s Electric Power Infrastructure Services segment. The aggregate consideration for this acquisition consisted of $5.6 million paid or payable in cash, subject to certain adjustments, and 288,666 shares of Quanta common stock, with a value of $8.3 million as of the acquisition date. The acquired business’s results have been included in Quanta’s consolidated financial statements beginning on the date of acquisition.

During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a communications services company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million, which will be paid if certain financial targets are achieved. Based on the estimated fair value of this contingent consideration, Quanta recorded an $18.7 million liability. The results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition.

Quanta is in the process of finalizing its assessments of the fair values of the acquired assets and assumed liabilities related to businesses acquired subsequent to June 30, 2016, and further adjustments to the purchase price allocations may occur. Quanta expects to complete the purchase accounting process as soon as practicable but no later than one year from the acquisition dates with possible updates primarily related to certain tax estimates. The aggregate purchase consideration of the businesses acquired subsequent to June 30, 2016 through June 30, 2017 was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of $22.9 million of net tangible assets, $19.2 million of goodwill and $10.2 million of other intangible assets.

The following table summarizes the aggregate consideration paid or payable as of June 30, 2017 for the 2017 acquisition and 2016 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price adjustments. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).



	2017			2016
Consideration:
Value of Quanta common stock issued	$	8,267		$	1,508
Cash paid or payable	5,554			75,941
Contingent consideration	—			18,683
Fair value of total consideration transferred or estimated to be transferred	$	13,821		$	96,132

Current assets	$	6,365		$	24,233
Property and equipment	890			44,863
Other assets	12			2,553
Identifiable intangible assets	7,053			11,467
Current liabilities	(1,983		)	(12,097		)
Deferred tax liabilities, net	—			(13,484		)
Other long-term liabilities	—			(5,326		)
Total identifiable net assets	12,337			52,209
Goodwill	1,484			43,923
	$	13,821		$	96,132

The fair value of current assets acquired related to the 2017 acquisition and the 2016 acquisitions included accounts receivable with a fair value of $6.3 million and $14.4 million.

Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2017 and 2016 acquisitions strategically expanded Quanta’s Canadian, Australian and domestic electric power, oil and gas service and communications offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2017 acquisition, goodwill of $1.5 million was recorded for the acquired business that was included within Quanta’s Electric Power Infrastructure Services Division on the date of acquisition. In connection with the 2016 acquisitions, goodwill of $23.6 million was recorded for the acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division and $20.3 million was recorded for the business acquired that was included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition. Goodwill of $1.5 million and $2.0 million related to the 2017 acquisition and 2016 acquisitions is expected to be deductible for income tax purposes.

The following table summarizes the estimated fair values of identifiable intangible assets for the 2017 acquisition as of the acquisition date and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).



	Estimated		Weighted Average
	Fair Value at		Amortization Period in Years
	Acquisition Date		at Acquisition Date
Customer relationships	$	6,625	5.0
Non-compete agreements	428		5.0
Total intangible assets subject to amortization acquired in 2017 acquisition	$	7,053	5.0

The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Revenues	$	2,203,724	$	1,806,214	$	4,386,919	$	3,541,361
Gross profit	$	303,222	$	203,354	$	570,996	$	410,576
Selling, general and administrative expenses	$	186,512	$	158,603	$	372,012	$	319,799
Amortization of intangible assets	$	6,729	$	8,683	$	13,644	$	16,866
Net income	$	64,472	$	17,080	$	113,074	$	38,298
Net income attributable to common stock	$	63,949	$	16,913	$	112,378	$	37,768

Earnings per share attributable to common stock - basic and diluted	$	0.41	$	0.11	$	0.72	$	0.24

The pro forma combined results of operations for the three and six months ended June 30, 2017 and 2016 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2017 acquisition as if it occurred January 1, 2016. The pro forma combined results of operations for the three and six months ended June 30, 2016 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2016 acquisitions as if they occurred January 1, 2015. These pro forma combined historical results were also adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses, a reduction of interest income as a result of the cash consideration paid net of cash received, an increase in amortization expense due to the incremental intangible assets recorded related to the 2017 acquisition and the 2016 acquisitions, an increase or decrease in depreciation expense within cost of services related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and conforming depreciable lives with Quanta’s accounting policies, an increase in the number of outstanding shares of Quanta common stock and certain reclassifications to conform the acquired companies’ presentation to Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that resulted or may result from the acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.

Revenues of approximately $2.2 million and a loss before taxes of approximately $1.8 million, which included $2.3 million of acquisitions costs, were included in Quanta’s consolidated results of operations for the three and six months ended June 30, 2017 related to the 2017 acquisition following its acquisition date.