Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2018 |
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| Business Combinations [Abstract] |
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| Aggregate Consideration Paid or Payable and Allocation Net Assets |
The following table summarizes the aggregate consideration paid or payable as of September 30, 2018 for the 2018 acquisitions and 2017 acquisitions and presents the allocation of these amounts to net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price adjustments. These allocations require significant use of estimates and are based on information that was available to management at the time these consolidated financial statements were prepared. Quanta uses a variety of information to estimate fair values, including quoted market prices, carrying amounts and valuation techniques such as discounted cash flows. When deemed appropriate, third-party appraisal firms are engaged to assist in fair value determination of fixed assets, intangible assets and certain other assets and liabilities (in thousands).
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2018 |
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2017 |
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All Acquisitions |
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Stronghold |
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Other Acquisitions |
Consideration: |
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Cash paid or payable |
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$ |
105,545 |
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$ |
351,014 |
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$ |
11,955 |
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Value of Quanta common stock issued |
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22,882 |
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81,337 |
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8,267 |
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Contingent consideration |
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16,471 |
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51,084 |
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— |
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Fair value of total consideration transferred or estimated to be transferred |
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$ |
144,898 |
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$ |
483,435 |
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$ |
20,222 |
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Accounts receivable |
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$ |
18,404 |
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$ |
77,478 |
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$ |
7,157 |
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Contract assets |
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1,905 |
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11,913 |
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193 |
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Other current assets |
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8,484 |
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20,914 |
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170 |
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Property and equipment |
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23,674 |
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51,258 |
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1,480 |
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Other assets |
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576 |
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1,513 |
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12 |
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Identifiable intangible assets |
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52,364 |
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95,700 |
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8,091 |
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Contract liabilities |
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(175 |
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(13,489 |
) |
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(93 |
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Other current liabilities |
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(11,204 |
) |
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(58,346 |
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(2,705 |
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Deferred tax liabilities, net |
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(4,179 |
) |
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— |
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— |
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Other long-term liabilities |
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— |
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(48 |
) |
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— |
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Total identifiable net assets |
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89,849 |
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186,893 |
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14,305 |
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Goodwill |
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55,049 |
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296,542 |
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5,917 |
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$ |
144,898 |
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$ |
483,435 |
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$ |
20,222 |
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| Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization |
The following table summarizes the estimated fair values of identifiable intangible assets for the 2018 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).
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Estimated Fair Value |
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Weighted Average Amortization Period in Years |
Customer relationships |
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$ |
30,767 |
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5.3 |
Backlog |
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2,158 |
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1.0 |
Trade names |
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7,689 |
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15.0 |
Non-compete agreements |
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2,750 |
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5.0 |
Curriculum |
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9,000 |
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10.0 |
Total intangible assets subject to amortization acquired in 2018 acquisitions |
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$ |
52,364 |
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7.4 |
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| Unaudited Supplemental Pro Forma Results of Operations |
The following 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):
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2018 |
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2017 |
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2018 |
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2017 |
Revenues |
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$ |
3,004,888 |
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$ |
2,655,029 |
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$ |
8,126,257 |
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$ |
7,335,868 |
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Gross profit |
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$ |
433,432 |
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$ |
369,629 |
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$ |
1,086,411 |
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$ |
1,019,842 |
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Selling, general and administrative expenses |
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$ |
226,017 |
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$ |
210,503 |
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$ |
653,444 |
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$ |
631,254 |
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Amortization of intangible assets |
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$ |
12,182 |
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$ |
12,133 |
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$ |
36,803 |
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$ |
37,252 |
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Net income |
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$ |
127,593 |
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$ |
93,185 |
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$ |
246,773 |
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$ |
214,717 |
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Net income attributable to common stock |
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$ |
127,245 |
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$ |
92,649 |
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$ |
245,087 |
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$ |
213,485 |
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Earnings per share attributable to common stock:
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Basic |
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$ |
0.83 |
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$ |
0.58 |
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$ |
1.59 |
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$ |
1.35 |
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Diluted |
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$ |
0.83 |
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$ |
0.58 |
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$ |
1.58 |
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$ |
1.34 |
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