Acquisitions

3 Months Ended

Mar. 31, 2020

ACQUISITIONS:

During the three months ended March 31, 2020, Quanta acquired an industrial services business located in Canada that performs catalyst handling services, including changeover and shutdown maintenance, to customers in the refining and chemical industries and an electric power infrastructure business located in the United States that primarily provides underground conduit services. The aggregate consideration for these acquisitions was $19.4 million paid or payable in cash, subject to certain adjustments, and 116,812 shares of Quanta common stock, which had a fair value of $4.2 million as of the respective acquisition dates. Beginning on the respective acquisition dates, the results of the acquired businesses have been included in Quanta’s consolidated financial statements, with the results of the industrial services business generally included in the Pipeline and Industrial Infrastructure Services segment and the results of the electric power infrastructure business generally included in the Electric Power Infrastructure Services segment.

On August 30, 2019, Quanta acquired Hallen, a pipeline and industrial services business located in the United States that specializes in gas distribution and transmission services, and to a lesser extent, underground electric distribution and transmission services. During the year ended December 31, 2019, Quanta also acquired two specialty utility foundation and pole-setting contractors serving the southeast United States; an electric power specialty contracting business located in the United States that provides aerial power line and construction support services; a business located in the United States that provides technical training materials to electric utility workers; an electric power company specializing in project management and, to a lesser extent, water and wastewater projects located in the United States; and an electrical infrastructure services business located in Canada. The aggregate consideration for these acquisitions was $399.3 million paid or payable in cash, subject to certain adjustments, and 60,860 shares of Quanta common stock, which had a fair value of $1.8 million as of the respective acquisition date. A portion of the cash consideration in connection with the Hallen acquisition was placed in an escrow account, which, subject to certain conditions, could be utilized to reimburse Quanta for obligations associated with certain contingent liabilities assumed by Quanta in the transaction. See Legal Proceedings — Hallen Acquisition Assumed Liability in Note 11 for additional information related to these liabilities. Beginning on the respective acquisition dates, the results of the acquired businesses have been included in Quanta’s consolidated financial statements, with the results of Hallen generally included in the Pipeline and Industrial Infrastructure Services segment and the results of the other acquired businesses generally included in the Electric Power Infrastructure Services segment.

The following table summarizes the aggregate consideration paid or payable as of March 31, 2020 for the acquisitions completed in 2020 and 2019 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.

Quanta is finalizing its fair value assessments for the acquired assets and assumed liabilities related to businesses acquired subsequent to March 31, 2019, and further adjustments to the purchase price allocations may occur. As of March 31, 2020, the estimated fair values of the net assets acquired were preliminary, with possible updates primarily related to pre-acquisition contingent

liabilities, as further described in Legal Proceedings — Hallen Acquisition Assumed Liability in Note 11, and tax estimates. Consideration amounts are also subject to the finalization of closing working capital adjustments. The aggregate consideration paid or payable for businesses acquired between March 31, 2019 and March 31, 2020 was allocated to acquired assets and assumed liabilities, which resulted in an allocation of $87.6 million to net tangible assets, $190.0 million to identifiable intangible assets and $100.7 million to goodwill and $3.1 million to bargain purchase gain (in thousands).



	2020			2019
Consideration:
Cash paid or payable	$	19,377		$	399,279
Value of Quanta common stock issued	4,158			1,791
Contingent consideration	2,250			—
Fair value of total consideration transferred or estimated to be transferred	$	25,785		$	401,070

Accounts receivable	$	4,888		$	112,142
Contract assets	—			11,869
Other current assets	1,691			14,290
Property and equipment	6,233			60,133
Other assets	—			149
Identifiable intangible assets	4,561			192,786
Contract liabilities	—			(11,856		)
Other current liabilities	(1,174		)	(73,698		)
Deferred tax liabilities, net	(483		)	(6,398		)
Other long-term liabilities	—			(5,345		)
Total identifiable net assets	15,716			294,072
Goodwill	10,069			110,137
Fair value of net assets acquired	25,785			404,209
Bargain purchase gain	—			(3,139		)
Fair value of total consideration transferred or estimated to be transferred	$	25,785		$	401,070

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, and a bargain purchase gain results 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 year ended December 31, 2019 included the recognition of a bargain purchase gain of $3.1 million which was recorded in “Other income (expense), net” in the accompanying condensed consolidated statements of operations.

The acquisitions completed in 2020 and 2019 strategically expanded Quanta’s domestic and international pipeline and industrial and domestic and international electric power service offerings, which Quanta believes contributes to the recognition of the goodwill. Approximately $3.8 million of goodwill is expected to be deductible for income tax purposes related to acquisitions completed in 2020, and $90.6 million is expected to be deductible for income tax purposes related to acquisitions completed in 2019.

The following table summarizes the estimated fair values of identifiable intangible assets for the acquisitions completed in 2020 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	$	3,180	4.4
Backlog	205		1.0
Trade names	349		15.0
Non-compete agreements	827		5.0
Total intangible assets subject to amortization related to acquisitions completed in 2020	$	4,561	5.2

The following unaudited supplemental pro forma results of operations for Quanta, which incorporates the acquisitions completed in 2020 and 2019, 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,
	2020		2019
Revenues	$	2,766,950	$	2,968,237
Gross profit	333,402		397,098
Selling, general and administrative expenses	231,102		243,857
Amortization of intangible assets	18,067		22,212
Net income	42,004		127,083
Net income attributable to common stock	39,187		126,536

Earnings per share:
Basic	$	0.27	$	0.87
Diluted	$	0.27	$	0.86

The pro forma combined results of operations for the three months ended March 31, 2020 and 2019 were prepared by adjusting the historical results of Quanta to include the historical results of the acquisitions completed in 2020 as if they occurred January 1, 2019. The pro forma combined results of operations for the three months ended March 31, 2019 were prepared by also adjusting the historical results of Quanta to include the historical results of the acquisitions completed in 2019 as if they occurred January 1, 2018. 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 $1.9 million and a loss before income taxes of approximately $0.9 million, which included $0.8 million of acquisition-related costs, are included in Quanta’s consolidated results of operations for the three months ended March 31, 2020 related to the acquisitions completed in 2020. Revenues of approximately $7.4 million and a loss before income taxes of approximately $1.0 million, which included $2.4 million of acquisition-related costs, are included in Quanta’s consolidated results of operations for the three months ended March 31, 2019 related to the acquisitions completed in 2019.