XML 45 R31.htm IDEA: XBRL DOCUMENT
v3.22.4

Acquisitions (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Aggregate Consideration Paid or Payable and Allocation of Net Assets | The following table summarizes the fair value of total consideration transferred or estimated to be transferred and the fair value of assets acquired and liabilities assumed as of the their respective acquisition dates, inclusive of any purchase price adjustments as of December 31, 2022 for acquisitions completed in the years shown below (in thousands).
|  | Acquisitions Closed in the Year Ended December 31,
|  | 2022 |  | 2021
|  |  |  | Blattner |  | All Others
Consideration: |  |  |  |  |  |
Cash paid or payable |  | $ | 21,990 |  |  | $ | 2,434,877 |  |  | $ | 328,155 |
Value of Quanta common stock issued |  | — |  |  | 345,422 |  |  | 16,922 |
Contingent consideration |  | 2,600 |  |  | 125,632 |  |  | — |
Fair value of total consideration transferred or estimated to be transferred |  | $ | 24,590 |  |  | $ | 2,905,931 |  |  | $ | 345,077 |
Cash and cash equivalents |  | $ | 101 |  |  | $ | 171,950 |  |  | $ | 9,911 |
Accounts receivable |  | 1,755 |  |  | 411,835 |  |  | 63,033 |
Contract assets |  | — |  |  | 13,622 |  |  | 8,322 |
Other current assets |  | 72 |  |  | 57,803 |  |  | 6,262 |
Property and equipment |  | 2,266 |  |  | 179,530 |  |  | 71,736 |
Other assets |  | — |  |  | 191 |  |  | 230 |
Identifiable intangible assets |  | 13,109 |  |  | 1,425,000 |  |  | 104,143 |
Current maturities of long-term debt and short-term debt |  | — |  |  | (2,304) |  |  | — |
Accounts payable and accrued liabilities |  | (1,408) |  |  | (481,047) |  |  | (29,481) |
Contract liabilities |  | (3,530) |  |  | (227,040) |  |  | (384) |
Deferred tax liabilities, net |  | — |  |  | — |  |  | (2,424) |
Other long-term liabilities |  | — |  |  | (7,764) |  |  | — |
Total identifiable net assets |  | 12,365 |  |  | 1,541,776 |  |  | 231,348 |
Goodwill |  | 12,225 |  |  | 1,364,155 |  |  | 113,729 |
Fair value of net assets acquired |  | $ | 24,590 |  |  | $ | 2,905,931 |  |  | $ | 345,077 |
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 acquisitions completed in 2022 and 2021 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).
|  | Acquisitions Closed in the Year Ended December 31,
|  | 2022 |  | 2021
|  |  |  |  |  | Blattner |  | All Others
|  | Estimated Fair Value |  | Weighted Average Amortization Period in Years |  | Estimated Fair Value |  | Weighted Average Amortization Period in Years |  | Estimated Fair Value |  | Weighted Average Amortization Period in Years
Customer relationships |  | $ | 11,565 |  |  | 6.0 |  | $ | 1,045,000 |  |  | 7.0 |  | $ | 77,563 |  |  | 6.7
Backlog |  | 557 |  |  | 0.5 |  | 130,000 |  |  | 0.7 |  | 6,431 |  |  | 1.2
Trade names |  | 850 |  |  | 15.0 |  | 250,000 |  |  | 15.0 |  | 5,298 |  |  | 14.9
Non-compete agreements |  | 137 |  |  | 5.0 |  | — |  |  | N/A |  | 5,823 |  |  | 5.0
Patented rights, developed technology, and process certifications |  | — |  |  | N/A |  | — |  |  | N/A |  | 9,028 |  |  | 3.5
Total intangible assets subject to amortization |  | $ | 13,109 |  |  | 6.4 |  | $ | 1,425,000 |  |  | 7.8 |  | $ | 104,143 |  |  | 6.4
Significant Estimates Used by Management in Determining Fair Values of Intangible Assets | The following table includes the discount rates and customer attrition rates used to determine the fair value of customer relationship intangible assets for businesses acquired during the years ended December 31, 2022 and 2021 as of the respective acquisition dates:
|  | 2022 |  | 2021
|  | Rate |  |  |  | Range |  | Weighted Average
Discount rates |  | 22% |  |  |  | 18% to 26% |  | 18%
Customer attrition rates |  | 20% |  |  |  | 8% to 30% |  | 10%
The following table includes the volatility factors, weighted average costs of capital and discount rates used to determine the fair value of contingent consideration liabilities during the years ended December 31, 2022 and 2021:
|  | 2022 |  | 2021
|  | Range |  | Weighted Average |  | Range |  | Weighted Average
Volatility factors |  | 35.0% to 50.0% |  | 42.5% |  | 50% |  | 50%
Weighted average cost of capital |  | 14.5% to 17.5% |  | 16.0% |  | 16.5% to 17.0% |  | 16.8%
Discount rates |  | 1.71% to 6.30% |  | 4.5% |  | 0.04% to 2.18% |  | 1.4%
Aggregate Fair Values of Outstanding and Unearned Contingent Consideration Liabilities | The aggregate fair value of these outstanding contingent consideration liabilities and their classification in the accompanying consolidated balance sheets is as follows (in thousands):
|  | December 31, 2022 |  | December 31, 2021
Accounts payable and accrued expenses |  | $ | 5,000 |  |  | $ | 2,591 |
Insurance and other non-current liabilities |  | 143,517 |  |  | 140,482 |
Total contingent consideration liabilities |  | $ | 148,517 |  |  | $ | 143,073 |
Unaudited Supplemental Pro Forma Results of Operations | The following unaudited supplemental pro forma results of operations for Quanta, which incorporate the acquisitions completed in 2022, 2021 and 2020, have been provided for illustrative purposes only and may not 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 (in thousands).
|  | Year Ended December 31,
|  | 2022 |  | 2021 |  | 2020
Revenues |  | $ | 17,083,551 |  |  | $ | 15,527,934 |  |  | $ | 14,082,275 |
Net income attributable to common stock |  | $ | 489,014 |  |  | $ | 619,304 |  |  | $ | 414,742 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (bbb) -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration