Acquisitions

6 Months Ended

Jun. 30, 2019

ACQUISITIONS:

During the six months ended June 30, 2019, Quanta acquired an electric power specialty contracting business located in the United States that provides aerial power line and construction support services and an electrical infrastructure services business located in Canada. The aggregate consideration for these acquisitions was $53.3 million paid or payable in cash. The results of the acquired businesses have generally been included in Quanta’s Electric Power Infrastructure Services segment and consolidated financial statements beginning on the acquisition dates.

During the year ended December 31, 2018, Quanta acquired an electrical infrastructure services business specializing in substation construction and relay services, a postsecondary educational institution that provides training and programs for workers in the industries Quanta serves, and two communications infrastructure services businesses, all of which are located in the United States. The aggregate consideration for these acquisitions was $108.3 million paid or payable in cash, subject to certain adjustments, and 679,668 shares of Quanta common stock, which had a fair value of approximately $22.9 million as of the respective acquisition dates. Additionally, the acquisitions of the postsecondary educational institution and one of the communications infrastructure services businesses include the potential payment of up to $18.0 million of contingent consideration, payable if the acquired businesses achieve certain performance objectives over five- and three-year post-acquisition periods. Based on the estimated fair value of the contingent consideration, Quanta recorded $16.5 million of liabilities as of the respective acquisition dates. The results

of the acquired businesses have generally been included in Quanta’s Electric Power Infrastructure Services segment and have been included in Quanta’s consolidated financial statements beginning on the respective acquisition dates.

Quanta is finalizing its fair value assessments for the acquired assets and assumed liabilities related to businesses acquired subsequent to June 30, 2018, and further adjustments to the purchase price allocations may occur. As of June 30, 2019, the estimated fair values of the net assets acquired were preliminary, with possible updates primarily related to certain tax estimates. The aggregate consideration paid for businesses acquired between June 30, 2018 and June 30, 2019 was allocated to acquired assets and assumed liabilities, which resulted in an allocation of $49.1 million to net tangible assets, $39.9 million to identifiable intangible assets and $35.8 million to goodwill.

The following table summarizes the aggregate consideration paid or payable as of June 30, 2019 for the acquisitions completed in 2019 and 2018 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).



	2019			2018
Consideration:
Cash paid or payable	$	53,345		$	108,307
Value of Quanta common stock issued	—			22,882
Contingent consideration	—			16,471
Fair value of total consideration transferred or estimated to be transferred	$	53,345		$	147,660

Accounts receivable	$	12,006		$	18,405
Contract assets	2,223			1,905
Other current assets	6,177			8,484
Property and equipment	24,042			23,674
Other assets	5			576
Identifiable intangible assets	7,337			52,364
Contract liabilities	—			(175		)
Other current liabilities	(10,213		)	(11,205		)
Deferred tax liabilities, net	(7,002		)	(4,208		)
Total identifiable net assets	34,575			89,820
Goodwill	21,909			57,840
Fair value of net assets acquired	56,484			147,660
Bargain purchase gain	(3,139		)	—
Fair value of total consideration transferred or estimated to be transferred	$	53,345		$	147,660

Goodwill represents the amount by which the purchase price for an acquired business exceeds the net fair value of the assets acquired and liabilities assumed, while bargain purchase gains result when the amount of the net fair value of the assets acquired and liabilities assumed exceeds the purchase price for an acquired business.

The acquisition of the electrical infrastructure services business in Canada that occurred during the three months ended June 30, 2019 included the recognition of a bargain purchase gain, net of taxes, of $3.1 million. The $3.1 million gain was recorded in “Other income (expense), net” in the accompanying condensed consolidated statements of operations.

The acquisitions completed in 2019 and 2018 strategically expanded Quanta’s domestic electric power and communications service offerings, which Quanta believes contributes to the recognition of the goodwill. No goodwill is expected to be deductible for income tax purposes related to acquisitions completed in 2019, and $21.6 million is expected to be deductible for income tax purposes related to acquisitions completed in 2018.

The following table summarizes the estimated fair values of identifiable intangible assets for the acquisitions completed in 2019 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).



	Estimated Fair Value		Weighted Average Amortization Period in Years
Customer relationships	$	3,996	5.0
Backlog	1,058		1.0
Trade names	908		15.0
Non-compete agreements	1,375		3.0
Total intangible assets subject to amortization related to the 2019 acquisitions	$	7,337	5.3

The following unaudited supplemental pro forma results of operations for Quanta, which incorporates the acquisitions completed in 2019 and 2018, 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,
	2019		2018		2019		2018
Revenues	$	2,848,012	$	2,698,755	$	5,667,910	$	5,162,994
Gross profit	$	320,092	$	344,753	$	685,452	$	659,007
Selling, general and administrative expenses	$	225,287	$	211,288	$	458,981	$	432,934
Amortization of intangible assets	$	12,610	$	12,828	$	25,478	$	25,810
Net income	$	27,951	$	76,951	$	148,471	$	118,142
Net income attributable to common stock	$	26,836	$	76,610	$	146,809	$	116,804

Earnings per share:
Basic	$	0.18	$	0.50	$	1.01	$	0.75
Diluted	$	0.18	$	0.49	$	1.00	$	0.75

The pro forma combined results of operations for the three and six months ended June 30, 2019 and 2018 were prepared by adjusting the historical results of Quanta to include the historical results of the acquisitions completed in 2019 as if they occurred January 1, 2018. The pro forma combined results of operations for the three and six months ended June 30, 2018 were prepared by also adjusting the historical results of Quanta to include the historical results of the acquisitions completed in 2018 as if they occurred January 1, 2017. These pro forma combined historical results were adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses; an increase in interest expense as a result of the cash consideration paid; an increase in amortization expense due to the incremental intangible assets recorded; changes in depreciation expense to adjust acquired property and equipment to the acquisition date fair value and to conform with Quanta’s accounting policies; an increase in the number of outstanding shares of Quanta common stock; and reclassifications to conform the acquired businesses’ presentation to Quanta’s accounting policies. The pro forma combined 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 $14.3 million and income before income taxes of approximately $5.1 million, which included no acquisition-related costs, are included in Quanta’s consolidated results of operations for the three months ended June 30, 2019 related to the acquisitions completed in 2019. Revenues of approximately $21.7 million and income before income taxes of approximately $4.1 million, which included $2.4 million of acquisition-related costs, are included in Quanta’s consolidated results of operations for the six months ended June 30, 2019 related to the acquisitions completed in 2019. Revenues of approximately $11.2 million and a loss before income taxes of approximately $1.3 million, which included $0.4 million of acquisition-related

costs, are included in Quanta’s consolidated results of operations for the three months ended June 30, 2018 related to the acquisitions completed in 2018. Revenues of approximately $19.3 million and a loss before income taxes of approximately $6.6 million, which included $6.0 million of acquisition-related costs, are included in Quanta’s consolidated results of operations for the six months ended June 30, 2018 related to the acquisitions completed in 2018.