Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2017
Business Combinations [Abstract]  


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 telecommunications 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. As these transactions were effective during 2016, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.

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 March 31, 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 these businesses acquired in 2016 subsequent to March 31, 2016 was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of $17.0 million of net tangible assets, $18.4 million of goodwill and $3.1 million of other intangible assets.


The following table summarizes the aggregate consideration paid or payable as of March 31, 2017 for the 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).





Value of Quanta common stock issued

   $ 1,508  

Cash paid or payable


Contingent consideration





Fair value of total consideration transferred or estimated to be transferred

   $ 96,132  




Current assets

   $ 24,233  

Property and equipment


Other assets


Identifiable intangible assets


Current liabilities


Deferred tax liabilities, net


Other long-term liabilities





Total identifiable net assets






   $ 96,132  




The fair value of current assets acquired in 2016 included accounts receivable with a fair value of $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 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 2016 acquisitions, goodwill of $24.2 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 acquired businesses that were included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition. Goodwill of $2.0 million related to the 2016 acquisitions is expected to be deductible for income tax purposes.


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
March 31, 2016


   $ 1,730,177  

Gross profit

   $ 205,205  

Selling, general and administrative expenses

   $ 160,230  

Amortization of intangible assets

   $ 7,824  

Net income

   $ 20,757  

Net income attributable to common stock

   $ 20,394  

Earnings per share attributable to common stock — basic and diluted

   $ 0.13  

The pro forma combined results of operations for the three months ended March 31, 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 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.