-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxyB43OowzmNVWiGmD6Obt3tat+0ejAM1ou7Y0C9IT36gX0gEn2o519xfrO91Cor iHtLRwF7cOWnoLEvLH+iYw== 0000950129-03-005608.txt : 20031113 0000950129-03-005608.hdr.sgml : 20031113 20031113074123 ACCESSION NUMBER: 0000950129-03-005608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031113 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTA SERVICES INC CENTRAL INDEX KEY: 0001050915 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 742851603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13831 FILM NUMBER: 03995768 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133506000 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 h10567e8vk.txt QUANTA SERVICES, INC.- NOVEMBER 13, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2003 Quanta services, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-13831 74-2851603 (Commission File No.) (IRS Employer Identification No.) 1360 Post Oak Boulevard, Suite 2100 Houston, Texas 77056 (Address of principal executive offices, including ZIP code) (713) 629-7600 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are furnished as part of this Current Report on Form 8-K: Exhibit No. Exhibit ----------- ------- 99.1 Press Release of Quanta Services Inc. dated November 13, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 13, 2003, Quanta issued a press release announcing its earnings for the third quarter of fiscal year 2003. A copy of the press release is furnished herewith as an exhibit. The information furnished in this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" with the SEC and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 13, 2003 QUANTA SERVICES, INC. By: /s/ DANA A. GORDON --------------------------------------- Name: Dana A. Gordon Title: Vice President - General Counsel Exhibit Index Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Quanta Services Inc. dated November 13, 2003 EX-99.1 3 h10567exv99w1.txt PRESS RELEASE DATED NOVEMBER 13, 2003 (QUANTA SERVICES LOGO) PRESS RELEASE FOR IMMEDIATE RELEASE 03-16 Contacts: James Haddox, CFO Ken Dennard / ksdennard@drg-e.com Reba Reid Lisa Elliott / lelliott@drg-e.com Quanta Services, Inc. DRG&E 713-629-7600 713-529-6600 QUANTA SERVICES REPORTS THIRD QUARTER RESULTS REFINANCED DEBT & REDUCED INTEREST EXPENSE SECURES $100 MILLION IN NEW CONTRACTS HOUSTON - NOVEMBER 13, 2003 - Quanta Services, Inc. (NYSE:PWR) today announced results for the three and nine months ended September 30, 2003. Revenues in the third quarter of 2003 were $436.1 million, compared to revenues of $436.2 million in the third quarter of 2002. For the third quarter of 2003, net income attributable to common stock was $5.4 million, or $0.05 per diluted share, compared to a net loss attributable to common stock of $8.6 million, or a loss per share of $0.14 in last year's third quarter. Last year's third quarter results include the impact of a pretax charge of $31.0 million to provide allowances for certain accounts. "Our performance in the third quarter was in line with our expectations and we continue to see our customers' financial position improve," said John Colson, chairman and chief executive officer of Quanta Services. "Quanta remains well positioned to partner with its customers to address their emerging needs -- from the pressure being placed on utilities to address the state of the transmission grid to increased interest in fiber-to-the-home initiatives by various telecommunications companies, municipalities and utilities." Revenues for the first nine months of 2003 were $1.21 billion, compared to $1.32 billion for the first nine months of 2002. For the first nine months of 2003, after considering the impact of a pretax charge of $19.0 million for allowances recorded for certain accounts in the second quarter, the company reported a net loss attributable to common stock of $7.2 million, or a loss per share of $0.06, compared to a net loss attributable to common stock of $621.4 million, or a loss per share of $10.19 in the first nine months of last year. - more - The prior year results include the effect of charges of $48.0 million to provide allowances for certain accounts, $10.5 million in proxy defense costs, the impact of an interim non-cash SFAS No. 142 impairment charge of approximately $166.6 million and a cumulative effect of change in accounting principle in the amount of $445.4 million, net of tax, also related to the adoption of SFAS No. 142. RECENT HIGHLIGHTS o SECURED TWO MAJOR PROJECTS VALUED AT APPROXIMATELY $100 MILLION - Quanta has been awarded two major projects with combined revenues of approximately $100 million over 18 months. Quanta will construct a 90-mile, 765,000-volt transmission line for American Electric Power (NYSE: AEP) that will help reinforce the transmission system serving western Virginia and southern West Virginia. Tennessee Valley Authority has selected Quanta for construction and modification services on TVA's transmission and substation infrastructure through a five-year contract. o COMPLETED OFFERING OF $270 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES - In the fourth quarter of 2003, Quanta completed an offering of $270 million of Convertible Subordinated Debentures due in 2023 through a private placement. The company used the net proceeds of the offering to repay a portion of its senior secured notes and associated make-whole prepayment premiums. o AMENDED CREDIT FACILITY - Quanta has amended its existing facility in the fourth quarter of 2003 to convert it into a fully funded $60 million term loan and letter of credit facility of up to $120.0 million and extended its maturity to January 1, 2005. The term loan was used to repay a portion of Quanta's senior secured notes and associated make-whole prepayment premiums. o REDUCED INTEREST EXPENSE - As a result of the above refinancing efforts and the repayment of the company's senior secured notes, interest expense in future years will be reduced by approximately $8 million per year. o SUPPORTED NINE UTILITIES IN RESTORATION EFFORTS - Quanta provided more than 1,500 people over the span of 3 weeks in an effort to restore power to the areas affected by Hurricane Isabel. Quanta crews supported six different utilities in this initiative. Additionally, Quanta provided 350 people to help three major utilities recover from the massive fires affecting California in late October and early November. -- more -- OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. Quanta expects revenues for the fourth quarter of 2003 to range from $380 million to $410 million. Loss per share for the quarter is expected to range from $0.16 to $0.19 due to the make-whole prepayment premium associated with the repayment of the senior secured notes and write-off of deferred financing costs for debt refinanced in the fourth quarter which are expected to total approximately $35 million and have a negative after-tax effect of approximately $0.21 in the fourth quarter. Non-GAAP diluted earnings per share before the above-mentioned costs are expected to be between $0.02 and $.05. Quanta Services has scheduled a conference call for Thursday, November 13, 2003, at 9:30 A.M. EST. To participate in the call, dial (303) 262-2050 at least ten minutes before the call begins and ask for the Quanta Services conference call. Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting the company's website at www.quantaservices.com. To listen to the call live on the web, please visit the Quanta Services web site at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live call, a telephonic replay will be available through November 20, 2003, and may be accessed by calling (303) 590-3000 using pass code 558947. For more information, please contact Karen Roan at DRG&E at 713-529-6600 or email kcroan@drg-e.com. Quanta Services, Inc. is a leading provider of specialized contracting services, delivering end-to-end network solutions for electric power, gas, telecommunications and cable television industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide. This press release contains various forward-looking statements and information, including management's expectations of revenues, earnings per share, contract amounts and growth in certain markets that are based on management's belief as well as assumptions made by and information currently available to management. We are providing certain forward looking non-GAAP measures to enable investors to evaluate quarterly performance absent unusual items and to perform additional comparisons of operating results. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions including, among other matters, future growth in the electric utility and telecommunications industries, and the ability of Quanta to successfully implement cost saving measures and to effectively integrate the operations of Quanta's subsidiaries, as well as general risks related to the industries in which Quanta operates. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. For a discussion of the risks, investors are urged to refer to the Company's reports filed under the Securities Exchange Act of 1934. - Tables to follow - (QUANTA SERVICES LOGO) QUANTA SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION) (UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenues $ 436,133 $ 436,215 $ 1,211,564 $ 1,317,957 Cost of services 381,125 381,947 1,065,281 1,139,842 ------------ ------------ ------------ ------------ Gross profit 55,008 54,268 146,283 178,115 Selling, general & administrative expenses 38,886 68,747 135,963 178,956 Goodwill impairment -- -- -- 166,580 ------------ ------------ ------------ ------------ Income (loss) from operations 16,122 (14,479) 10,320 (167,421) Interest expense (8,080) (9,807) (24,182) (25,696) Other, net 182 (1,674) 72 (56) ------------ ------------ ------------ ------------ Income (loss) before taxes 8,224 (25,960) (13,790) (193,173) Provision (benefit) for taxes 2,825 (17,644) (4,511) (17,926) ------------ ------------ ------------ ------------ Income (loss) before cumulative effect of change in accounting principle 5,399 (8,316) (9,279) (175,247) Cumulative effect of change in accounting principle, net of tax -- -- -- 445,422 ------------ ------------ ------------ ------------ Net income (loss) 5,399 (8,316) (9,279) (620,669) Dividends (forfeitures) on preferred stock, net -- 234 (2,109) 698 ------------ ------------ ------------ ------------ Net income (loss) attributable to common stock $ 5,399 $ (8,550) $ (7,170) $ (621,367) ============ ============ ============ ============ Basic earnings (loss) per share before cumulative effect of change in accounting principle $ 0.05 $ (0.14) $ (0.06) $ (2.89) Cumulative effect of change in accounting principle, net of tax -- -- -- (7.30) ------------ ------------ ------------ ------------ Basic earnings (loss) per share $ 0.05 $ (0.14) $ (0.06) $ (10.19) ============ ============ ============ ============ Diluted earnings (loss) per share before cumulative effect of change in accounting principle $ 0.05 $ (0.14) $ (0.06) $ (2.89) Cumulative effect of change in accounting principle, net of tax $ -- $ -- $ -- $ (7.30) ------------ ------------ ------------ ------------ Diluted earnings (loss) per share $ 0.05 $ (0.14) $ (0.06) $ (10.19) ============ ============ ============ ============ Shares used in computing earnings (loss) per share Basic 116,567 60,808 112,484 60,964 ============ ============ ============ ============ Diluted 116,645 60,808 112,484 60,964 ============ ============ ============ ============
(QUANTA SERVICES LOGO) QUANTA SERVICES, INC. Condensed Consolidated Balance Sheets (In thousands)
SEPTEMBER 30, DECEMBER 31, 2003 2002 ------------ ------------ (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 77,827 $ 27,901 Accounts receivable, net 388,630 367,057 Costs and estimated earnings in excess of billings on uncompleted contracts 53,460 54,749 Inventories 25,665 25,646 Prepaid expenses and other current assets 40,145 54,144 ------------ ------------ Total current assets 585,727 529,497 PROPERTY AND EQUIPMENT, net 346,022 369,568 ACCOUNTS AND NOTES RECEIVABLE, net 35,689 50,900 OTHER ASSETS, net 24,428 19,250 GOODWILL AND OTHER INTANGIBLES, net 395,400 395,597 ------------ ------------ Total assets $ 1,387,266 $ 1,364,812 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 5,144 $ 6,652 Accounts payable and accrued expenses 188,772 189,080 Billings in excess of costs and estimated earnings on uncompleted contracts 19,994 16,409 ------------ ------------ Total current liabilities 213,910 212,141 LONG-TERM DEBT, net of current maturities 211,535 213,167 CONVERTIBLE SUBORDINATED NOTES 172,500 172,500 DEFERRED INCOME TAXES AND OTHER NON- CURRENT LIABILITIES 102,517 82,411 ------------ ------------ Total liabilities 700,462 680,219 ------------ ------------ REDEEMABLE COMMON STOCK -- 72,922 STOCKHOLDERS' EQUITY 686,804 611,671 ------------ ------------ Total liabilities and stockholders' equity $ 1,387,266 $ 1,364,812 ============ ============
# # # -----END PRIVACY-ENHANCED MESSAGE-----