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v3.23.1

Acquisitions (Tables) | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Aggregate Consideration Paid or Payable and Allocation 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 their respective acquisition dates as of March 31, 2023 for acquisitions completed in the three months ended March 31, 2023 (in thousands):
|  | Three Months Ended |  |
|  | March 31, 2023 |  |
Consideration: |  |  |  |  |
Cash paid or payable |  | $ | 463,482 |  |  |  |
Value of Quanta common stock issued |  | 123,503 |  |  |  |
Fair value of total consideration transferred or estimated to be transferred |  | $ | 586,985 |  |  |  |
Cash and cash equivalents |  | $ | 14,832 |  |  |  |
Accounts receivable |  | 46,389 |  |  |  |
Contract assets |  | 195 |  |  |  |
Inventories |  | 56,960 |  |  |  |
Prepaid expenses and other current assets |  | 4,392 |  |  |  |
Property and equipment |  | 146,150 |  |  |  |
Operating lease assets |  | 14,189 |  |  |  |
Other assets |  | 4,553 |  |  |  |
Identifiable intangible assets |  | 113,020 |  |  |  |
Accounts payable and accrued liabilities |  | (61,872) |  |  |  |
Contract liabilities |  | (3,071) |  |  |  |
Operating lease liabilities, current |  | (2,552) |  |  |  |
Deferred tax liabilities, net |  | (20,556) |  |  |  |
Operating lease liabilities, non-current |  | (12,242) |  |  |  |
Total identifiable net assets |  | 300,387 |  |  |  |
Goodwill |  | 286,598 |  |  |  |
Fair value of net assets acquired |  | $ | 586,985 |  |  |  |
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 the three months ended March 31, 2023 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).
|  | Three Months Ended |  |  |
|  | March 31, 2023 |  |  |
|  | Estimated Fair Value |  | Weighted Average Amortization Period in Years |  |  |  |  |
Customer relationships |  | $ | 79,640 |  |  | 4.6 |  |  |  |  |
Backlog |  | 16,115 |  |  | 0.9 |  |  |  |  |
Trade names |  | 12,815 |  |  | 15.0 |  |  |  |  |
Non-compete agreements |  | 4,450 |  |  | 5.0 |  |  |  |  |
Total intangible assets subject to amortization |  | $ | 113,020 |  |  |  |  |  |  |  |
Discount Rates and Customer Attrition Rates | 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 three months ended March 31, 2023 as of the respective acquisition dates:
|  | Three Months Ended |  |  |  |
|  | March 31, 2023 |  |  |  |
|  | Range |  | Weighted Average |  |  |  |
Discount rates |  | 15% to 19% |  | 17% |  |  |  |
Customer attrition rates |  | 15% to 20% |  | 19% |  |  |  |
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):
|  | March 31, 2023 |  | December 31, 2022
Accounts payable and accrued expenses |  | $ | — |  |  | $ | 5,000 |
Insurance and other non-current liabilities |  | 143,517 |  |  | 143,517 |
Total contingent consideration liabilities |  | $ | 143,517 |  |  | $ | 148,517 |
Significant Estimates Used by Management in Determining Fair Values of Intangible Assets | 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 three months ended March 31, 2023:
|  | Three Months Ended |  |
|  | March 31, 2023 |  |
|  | Range |  | Weighted Average |  |  |  |
Volatility factors |  | 35.0% to 43.0% |  | 35.2% |  |  |  |
Weighted average cost of capital |  | 14.0% to 15.50% |  | 14.0% |  |  |  |
Discount rates |  | 4.06% to 6.20% |  | 6.2% |  |  |  |
Unaudited Supplemental Pro Forma Results of Operations | The following unaudited supplemental pro forma results of operations for Quanta, which incorporate the acquisitions completed in the three months ended March 31, 2023 and the year ended December 31, 2022, 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).
|  | Three Months Ended |  |
|  | March 31, |  |
|  | 2023 |  | 2022 |  |  |  |
Revenues |  | $ | 4,428,826 |  |  | $ | 4,091,762 |  |  |  |  |
Net income attributable to common stock |  | $ | 95,046 |  |  | $ | 84,567 |  |  |  |  |

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- 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
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- 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
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- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + Details
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- 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
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