|6 Months Ended|
Jun. 30, 2018
Exchangeable Shares and Preferred Stock
In connection with certain prior acquisitions of Canadian businesses, the former owners of the acquired businesses received exchangeable shares of certain Canadian subsidiaries of Quanta, which may be exchanged at the option of the holders for Quanta common stock on a one-for-one basis. The holders of exchangeable shares can make an exchange only once in any calendar quarter and must exchange a minimum of either 50,000 shares or, if less, the total number of remaining exchangeable shares registered in the name of the holder making the request. Additionally, in connection with two of such acquisitions, Quanta issued one share of Quanta Series F preferred stock and one share of Quanta Series G preferred stock to voting trusts on behalf of the respective holders of the exchangeable shares issued in such acquisitions. The one share of Quanta Series F preferred stock was subsequently redeemed and retired effective October 6, 2017. All holders of exchangeable shares have rights equivalent to Quanta common stockholders with respect to dividends and other economic rights. Additionally, the share of Quanta Series G preferred stock provides the holder of the associated exchangeable shares voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding.
During the three months ended June 30, 2018 and 2017, no exchangeable shares were exchanged for Quanta common stock. During the six months ended June 30, 2018 and 2017, 0.0 million and 2.5 million exchangeable shares were exchanged for Quanta common stock. As of June 30, 2018, the Quanta Series G preferred stock remained outstanding and 0.5 million exchangeable shares remained outstanding, of which 0.4 million were associated with the Quanta Series G preferred stock.
Treasury stock is recorded at cost. Under Delaware corporate law, treasury stock is not counted for quorum purposes or entitled to vote.
Shares withheld for tax withholding obligations
The tax withholding obligations of employees upon vesting of restricted stock, RSUs and performance units settled in common stock are typically satisfied by Quanta making such tax payments and withholding the number of vested shares having a value on the date of vesting equal to the tax withholding obligation. For the settlement of these employee tax liabilities, Quanta withheld 0.4 million and 0.5 million shares of Quanta common stock during the six months ended June 30, 2018 and 2017, with a total market value of $14.2 million and $17.8 million. These shares and the related costs to acquire them were accounted for as adjustments to the balance of treasury stock.
Notional amounts recorded related to deferred compensation plans
For RSUs and performance units that vest but the settlement of which is deferred under Quanta’s deferred compensation plans, Quanta records a notional amount to treasury stock and an offsetting amount to APIC. However, no shares are added to outstanding treasury stock at vesting as the shares of Quanta common stock associated with deferred equity awards are not issued. Upon settlement of the deferred equity awards and issuance of the associated Quanta common stock, the original accounting entry is reversed. The net amounts recorded to treasury stock and APIC related to the deferred compensation plans during the three months ended June 30, 2018 and 2017 were $0.0 million and $0.2 million, and the net amounts recorded to treasury stock and APIC related to the deferred compensation plans during the six months ended June 30, 2018 and 2017 were $3.3 million and $3.4 million.
During the second quarter of 2017, Quanta’s board of directors approved a stock repurchase program that authorizes Quanta to purchase, from time to time through June 30, 2020, up to $300.0 million of its outstanding common stock (the 2017 Repurchase Program). Repurchases under the 2017 Repurchase Program can be made in open market and privately negotiated transactions. During the three and six months ended June 30, 2018, Quanta repurchased 0.6 million and 5.6 million shares of its common stock in the open market at a cost of $20.0 million and $193.9 million under the 2017 Repurchase Program, $16.0 million and $189.9 million of which was paid in cash as of June 30, 2018. During 2017, Quanta repurchased 1.4 million shares of its common stock in the open market at a cost of $50.0 million under the 2017 Repurchase Program.
Quanta holds interests in various entities through both joint venture entities that provide infrastructure services under specific customer contracts, either directly or through subcontracting relationships, and other equity investments in partially owned entities that own and operate certain infrastructure assets, including investments that may be entered into through the partnership structure Quanta has formed with certain infrastructure investors. Quanta has determined that certain of these joint ventures where Quanta provides the majority of the infrastructure services, which management believes most significantly influences the economic performance of such joint ventures, are VIEs. Management has concluded that Quanta is the primary beneficiary of these joint ventures and has accounted for each on a consolidated basis. The other parties’ equity interests in these joint ventures have been accounted for as “Non-controlling interests” in Quanta’s condensed consolidated balance sheets. Net income attributable to the other participants in the amounts of $0.3 million and $0.5 million for the three months ended June 30, 2018 and 2017 and $1.3 million and $0.7 million for the six months ended June 30, 2018 and 2017 has been accounted for as a reduction of net income in deriving “Net income attributable to common stock” in Quanta’s condensed consolidated statements of operations.
The carrying amount of the investments held by Quanta in all of its VIEs was $10.2 million and $7.8 million at June 30, 2018 and December 31, 2017. The carrying amount of investments held by the non-controlling interests in these VIEs at June 30, 2018 and December 31, 2017 was $2.8 million and $4.1 million. During the three months ended June 30, 2018 and 2017, net distributions to non-controlling interests were $0.7 million and $0.4 million. During the six months ended June 30, 2018 and 2017, net distributions to non-controlling interests were $1.7 million and $1.4 million. There were also discharges of notes receivable from a joint venture partner of $0.5 million and $0.9 million during the three and six months ended June 30, 2018. There were no other changes in equity as a result of transfers to/from the non-controlling interests during the three and six months ended June 30, 2018 or 2017. See Note 10 for further disclosures related to Quanta’s joint venture arrangements.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://www.xbrl.org/2003/role/presentationRef