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Acquisitions | 3 Months Ended
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Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | 4. ACQUISITIONS: On July 25, 2025, Quanta completed the acquisition of Dynamic Systems (DSI), LLC (Dynamic Systems), which provides turnkey mechanical, plumbing and process infrastructure solutions to a diversified customer base that includes technology, semiconductor, healthcare and other load center markets. Dynamic Systems is located in the United States, and its results have been primarily included in the Underground and Infrastructure segment. The consideration for the acquisition included approximately $1.26 billion in cash and 518,772 shares of Quanta common stock, which had a fair value of $218.8 million as of the acquisition date. Additionally, the former owner of Dynamic Systems is eligible for a potential contingent consideration payment of up to $216.0 million to the extent the acquired business achieves certain financial and other operating performance targets during a two-year post-acquisition period beginning in January 2026. To the extent payable, Quanta, at its sole discretion, can pay 15% of any such contingent consideration amount in Quanta common stock. During the year ended December 31, 2025, Quanta also acquired seven additional businesses, including two businesses located in the United States that specialize in civil solutions, including site clearing, earthwork, soil stabilization and infrastructure development (which have been included in the Underground and Infrastructure segment); a business located in Australia that specializes in electrical engineering and the design and manufacturing of industrial technology solutions (which has been included in both the Electric and Underground and Infrastructure segments); a business located in the United States that specializes in utility construction and related support services (which has primarily been included in the Electric segment); a business located in the United States that specializes in the design, construction and repair of overhead and underground transmission and distribution infrastructure, civil construction services related to substations as well as helicopter services for electric utility infrastructure (which has primarily been included in the Electric segment); a business located in the United States that specializes in electrical solutions including low voltage technology, testing, engineering, integration, renewable energy and electric prefabrication solutions (which has primarily been included in the Electric segment); and a business located in the United States that provides helicopter services (which has primarily been included in the Electric segment and was accounted for as an asset acquisition so is not included in the disclosures in this note). The consideration for the transactions completed in 2025, other than Dynamic Systems, and accounted for as business combinations, consisted of approximately $2.00 billion in cash and 789,824 shares of Quanta common stock, which had a fair value of $284.5 million as of the respective acquisition dates. The final amount of consideration for these acquisitions remains subject to certain post-closing adjustments, including with respect to net working capital, tax estimates and other contractually agreed-upon adjustments to consideration. Additionally, pursuant to the terms of the agreements, the former owners of certain of these businesses are eligible to receive payments of contingent consideration of up to approximately $228.4 million to the extent the acquired businesses achieve certain financial and other operating performance targets over a three-year period. To the extent payable, Quanta, at its sole discretion, can pay up to approximately one-fourth of certain contingent consideration amounts in Quanta common stock. The results of operations of acquired businesses have been included in Quanta’s consolidated financial statements since their respective acquisition dates. Purchase Price Allocation Quanta is finalizing its purchase price allocations related to certain businesses acquired subsequent to March 31, 2025, and further adjustments to the purchase price allocations may occur, with possible updates primarily related to intangible asset values, property and equipment values, certain contingent liabilities, tax estimates, and the finalization of closing working capital adjustments and other contractually agreed-upon adjustments to consideration. The aggregate consideration for businesses acquired between March 31, 2025 and December 31, 2025 was allocated to acquired assets and assumed liabilities, which resulted in an allocation of $431.7 million to net tangible assets, $1.30 billion to identifiable intangible assets and $1.78 billion to goodwill. During the three months ended March 31, 2026, changes in goodwill included an increase of $88.9 million, primarily related to the Electric segment, as a result of certain measurement period adjustments primarily related to identifiable intangibles and property and equipment associated with certain of Quanta’s 2025 acquisitions. Contingent Consideration As described above, certain business acquisitions have contingent consideration liabilities associated with the transactions. The aggregate fair value of outstanding contingent consideration liabilities for acquisitions completed prior to March 31, 2026 and their classification in the accompanying condensed consolidated balance sheets is as follows (in thousands):
|  | March 31, 2026 |  | December 31, 2025
Accounts payable and accrued expenses |  | $ | 4,023 |  |  | $ | 7,333 |
Insurance and other non-current liabilities |  | 592,015 |  |  | 586,496 |
Total contingent consideration liabilities |  | $ | 596,038 |  |  | $ | 593,829 |
Quanta’s aggregate contingent consideration liabilities can change due to additional business acquisitions, settlement of outstanding liabilities, accretion in present value, changes in estimated fair value, the performance of acquired businesses in post-acquisition periods, the incremental impact on Quanta’s performance attributable to an acquired business and, in certain cases, management discretion. The level of inputs used for the fair value measurements is Level 3. These changes are reflected in “Increase in fair value of contingent consideration liabilities” in the accompanying condensed consolidated statements of operations. All of Quanta’s outstanding contingent consideration liabilities are each subject to a maximum payment amount. As of March 31, 2026, the aggregate maximum payment amount of these liabilities for acquisitions completed prior to December 31, 2025 totaled $682.4 million. During the three months ended March 31, 2026, Quanta made cash payments of $5.6 million to settle contingent consideration liabilities. During the three months ended March 31, 2025, Quanta did not settle any contingent consideration liabilities. Pro Forma Results of Operations The following unaudited supplemental pro forma results of operations for Quanta, which incorporate the acquisitions completed in the year ended December 31, 2025, 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 period presented or that may be achieved by the combined companies in the future (in thousands).
|  |  |  | Three Months Ended |  |
|  |  |  | March 31, 2025 |  |  |  |
Revenues |  |  |  | $ | 6,930,000 |  |  |  |  |
Net income attributable to common stock |  |  |  | $ | 156,401 |  |  |  |  |
The pro forma combined results of operations for the three months ended March 31, 2025 were prepared by adjusting the historical results of Quanta to include the historical results of the businesses acquired in 2025 as if such acquisitions had occurred January 1, 2024. There were no acquisitions completed in the three months ended March 31, 2026. The pro forma combined historical results for the three months ended March 31, 2025 were adjusted for the following: a reduction of interest and other financing expenses as a result of the repayment of outstanding indebtedness of the acquired businesses; an increase in interest and other financing expenses as a result of the debt incurred by Quanta for the purpose of financing the acquisitions of Dynamic Systems and cash consideration paid for the other acquired businesses; an increase in amortization expense due to the intangible assets recorded; elimination of inter-company sales; and changes in depreciation expense to adjust acquired property and equipment to the acquisition date fair value and to conform with Quanta’s accounting policies. The pro forma combined results of operations do not include any adjustments to eliminate the impact of acquisition-related costs incurred by Quanta or acquired businesses or any cost savings or other synergies that resulted or may result from the acquisitions. Impact on Consolidated Results of Operations Related to Acquisitions Included in Quanta’s condensed consolidated results of operations were the following revenues and income before income taxes related to acquisitions completed in the respective period (in thousands). Also included in Quanta’s condensed consolidated results of operations for the three months ended March 31, 2025 were acquisition costs of $5.7 million related to the acquisitions completed in the three months ended March 31, 2025.
|  |  |  | Three Months Ended |  |
|  |  |  | March 31, 2025 |  |  |  |
Revenues |  |  |  | $ | 96,920 |  |  |  |  |
Income before income taxes |  |  |  | $ | 3,532 |  |  |  |  |

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