0001193125-19-209637.txt : 20190801 0001193125-19-209637.hdr.sgml : 20190801 20190801065733 ACCESSION NUMBER: 0001193125-19-209637 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 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: 19990854 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77056-6175 BUSINESS PHONE: 713-629-7600 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77056-6175 FORMER COMPANY: FORMER CONFORMED NAME: QUANTA SERVICES INC DATE OF NAME CHANGE: 19971205 8-K 1 d783285d8k.htm 8-K 8-K

 

 

UNITED STATES

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): August 1, 2019

 

 

Quanta Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-13831

(Commission File No.)

 

74-2851603

(IRS Employer Identification No.)

2800 Post Oak Boulevard, Suite 2600

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)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of exchange

on which registered

Common Stock, par value $0.00001   PWR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 1, 2019, Quanta Services, Inc. issued a press release announcing its results for the fiscal quarter ended June 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
   No.   

  

Exhibit

99.1    Press Release of Quanta Services, Inc. dated August 1, 2019


SIGNATURES

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: August 1, 2019     QUANTA SERVICES, INC.
    By:  

 /s/ Jerry K. Lemon

      Name:   Jerry K. Lemon
      Title:   Chief Accounting Officer
EX-99.1 2 d783285dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO    PRESS RELEASE

FOR IMMEDIATE RELEASE

19-09

 

Contacts:  

Derrick Jensen, CFO

Kip Rupp, CFA - Investors

Quanta Services, Inc.

713-629-7600

  

Media - Lynn Hancock

Ward

713-818-6719

QUANTA SERVICES REPORTS SECOND QUARTER 2019 RESULTS

Record Quarterly Electric Power Revenues and Second Quarter Pipeline and Industrial Revenues

Raising Full-Year Revenue Guidance

Record Total Backlog of $12.8 Billion

Second Quarter GAAP Diluted EPS of $0.19 and Adjusted Diluted EPS of $0.31

Results Impacted By Peru Project Charge of $0.54 Per Diluted Share

HOUSTON – August 1, 2019 - Quanta Services, Inc. (NYSE: PWR) today announced results for the three and six months ended June 30, 2019. Revenues in the second quarter of 2019 were $2.84 billion, compared to revenues of $2.66 billion in the second quarter of 2018, and net income attributable to common stock was $27.3 million, or $0.19 per diluted share, in the second quarter of 2019, compared to net income attributable to common stock of $74.4 million, or $0.48 per diluted share, in the second quarter of 2018. Adjusted diluted earnings per share attributable to common stock (a non-GAAP measure) was $0.31 for the second quarter of 2019 compared to $0.59 for the second quarter of 2018. Included in consolidated results and electric power infrastructure services segment results for the second quarter of 2019 is a charge of $79.2 million, or $0.54 per diluted share, associated with the termination of a large telecommunications project in Peru. Quanta’s Peruvian subsidiary is contesting this matter through arbitration, and additional information regarding the matter is included below.

“Quanta’s second quarter revenues increased approximately 7% versus the second quarter of last year, which includes a double-digit increase and record levels for Electric Power segment revenue, driven by grid modernization, system hardening and other long-term programs,” said Duke Austin, President and Chief Executive Officer of Quanta Services. “Importantly, Pipeline and Industrial segment margins increased significantly, in part due to previous organic growth investments in our utility-based natural gas distribution operations that are paying off, which positions us well for future profitable growth. We ended the quarter with record backlog of $12.8 billion and see opportunity for additional backlog growth this year. Additionally, we see continued strength in our end markets and incremental growth opportunities for our company through the balance of the year, and as a result have raised our full-year revenue outlook.”


“Quanta recognized a charge in our second quarter financials related to a contract termination dispute with a Peruvian governmental agency on a fiber project that our Peruvian subsidiary was constructing. Based on this development and other considerations, we are evaluating the entirety of our Latin American operations going forward, including how those operations fit within our long-term strategy, and will determine what changes may be required. Nevertheless, Quanta’s core operations and end markets are strong and performing well, and our positive multi-year growth outlook remains firmly in place.”

Certain items that impacted the second quarter of 2019 are reflected as adjustments in the calculation of Quanta’s adjusted diluted earnings per share attributable to common stock and are further described in the reconciliation of adjusted diluted earnings per share attributable to common stock to GAAP diluted earnings per share attributable to common stock.

ADDITIONAL PERU PROJECT INFORMATION

As previously discussed on Quanta’s first quarter earnings call and in other public forums, in connection with the termination of the telecommunications project in Peru, a Peruvian governmental agency exercised $25 million of on-demand performance bonds. Subsequent to Quanta’s first quarter earnings call, the Peruvian governmental agency exercised an additional $87 million of on-demand advance payment bonds and indicated that it intends to claim damages, including a verbal allegation of approximately $45 million of liquidated damages under the project contracts, although it has not formally submitted the amount of its claim. Quanta believes the contracts were wrongfully terminated, the bonds were wrongfully exercised, and the Peruvian governmental agency is not entitled to the alleged amount of liquidated damages. In connection with this matter, Quanta’s Peruvian subsidiary has filed for arbitration and intends to vigorously pursue its claims, including repayment of amounts collected under the bonds, payment of amounts owed for work completed, lost income associated with future operation of the project and other related costs and damages. However, as a result of the contract terminations and the inherent uncertainty involved in arbitration proceedings and recovery of amounts owed, Quanta recorded the $79.2 million charge to earnings in the quarter, which included a reduction of previously recognized earnings on the project, a reserve against a portion of unpaid project costs incurred through the contract termination date, an accrual for a portion of alleged liquidated damages and estimated costs to complete the project turnover and close out the project.

 

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RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2019

Revenues in the first six months of 2019 were $5.65 billion, compared to revenues of $5.07 billion in the first six months of 2018, and net income attributable to common stock was $147.8 million, or $1.01 per diluted share, in the first six months of 2019, compared to net income attributable to common stock of $112.0 million, or $0.72 per diluted share, in the first six months of 2018. Adjusted diluted earnings per share attributable to common stock was $1.27 for the first six months of 2019 compared to $0.98 for the first six months of 2018. The financial results, including GAAP and adjusted diluted earnings per share, for the six months ended June 30, 2019 include the $79.2 million, or $0.54 per diluted share, charge associated with the termination of the large telecommunications project in Peru described previously and the recognition of $60.3 million ($43.9 million after-tax), or $0.30 per diluted share, of earnings related to the accounting treatment of previously deferred earnings on the Fort McMurray West electric transmission project in Canada.

Quanta completed two acquisitions during the first six months of 2019 and four acquisitions during the full-year 2018. Therefore, Quanta’s results include the results of the acquired businesses from their respective acquisition dates. For further information on the items that impacted comparability of 2019 and 2018, see the footnotes to the Supplemental Segment Data table and the non-GAAP reconciliations of adjusted EBITDA and adjusted diluted earnings per share attributable to common stock in the accompanying tables.

OUTLOOK

The long-term outlook for Quanta’s business is positive. However, weather, regulatory, permitting, project timing, execution challenges and other factors have impacted the company’s historical results, and may impact Quanta’s future financial results. Therefore, Quanta’s financial outlook for revenues, margins and earnings reflects management’s effort to align these uncertainties with the backlog the company is executing on and the opportunities expected to materialize during 2019. The following forward-looking statements are based on current expectations, and actual results may differ materially.

Prior to the company’s conference call, management will post a summary of updated 2019 guidance expectations with additional commentary in the “Investors & Media” section of Quanta’s website at http://investors.quantaservices.com.

Due to increased visibility and the sustained high level of infrastructure investment across our end markets, Quanta is increasing its full-year revenue expectations to between $11.5 billion and $11.9 billion. While Quanta would normally expect an increase in estimated revenues to also result in incremental profits relative to its prior guidance for net income, EBITDA (a non-GAAP measure) and earnings per share, in this case the increase was offset by the impact of the $79.2 million, or $0.54 per diluted share, charge associated with the termination of the large telecommunications project in Peru. As a result, Quanta now expects net income

 

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attributable to common stock to range between $362 million and $411 million, diluted earnings per share attributable to common stock to range between $2.46 and $2.79 and adjusted diluted earnings per share attributable to common stock to range between $2.99 and $3.33. Also included in Quanta’s GAAP and adjusted diluted earnings per share expectations is the recognition of $0.30 per diluted share of earnings related to the accounting treatment of previously deferred earnings on the Fort McMurray West electric transmission project. This project was completed and placed in commercial operation in the first quarter of 2019, which resulted in the recognition of prior period deferred earnings within other income (expense), net, in the company’s statements of operations for that quarter. EBITDA is now expected to range between $786 million and $866 million and adjusted EBITDA is expected to range between $852 million and $932 million, both of which include the negative impact of the $79.2 million charge associated with the large telecommunications project in Peru. See the accompanying tables for reconciliations of estimated adjusted diluted earnings per share attributable to common stock to estimated GAAP diluted earnings per share attributable to common stock for the full-year 2019 and estimated EBITDA and estimated adjusted EBITDA to estimated GAAP net income attributable to common stock for the full-year 2019.

NON-GAAP FINANCIAL MEASURES

The non-GAAP measures in this press release are provided to enable investors, analysts and management to evaluate Quanta’s performance excluding the effects of certain items that management believes impact the comparability of operating results between reporting periods. In addition, management believes these measures are useful in comparing Quanta’s operating results with those of its competitors. These measures should be used in addition to, and not in lieu of, results prepared in conformity with generally accepted accounting principles in the United States (GAAP).

CONFERENCE CALL INFORMATION

Quanta Services has scheduled a conference call for 9:00 a.m. Eastern Time on August 1, 2019, which will also be broadcast live over the Internet. To participate in the call, dial 1-201-689-8345 or 1-877-407-8291 at least 10 minutes before the conference call begins and ask for the Quanta Services Second Quarter Earnings Conference Call or visit the Investors and Media section of the Quanta Services website at http://investors.quantaservices.com to access the Internet broadcast. Please allow at least 15 minutes to register and download and install any necessary audio software. For those who cannot participate live, shortly following the call a digital recording will be available on the company’s website and a telephonic replay will be available through August 9, 2019 by dialing 1-877-660-6853 and referencing the conference ID 13692445. For more information, please contact Kip Rupp, Vice President—Investor Relations at Quanta Services, at 713-341-7260 or investors@quantaservices.com.

 

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ABOUT QUANTA SERVICES

Quanta Services is a leading specialized contracting services company, delivering comprehensive infrastructure solutions for the electric power, energy and communications industries, including design, installation, repair and maintenance. With operations throughout the United States, Canada, Latin America, Australia and select other international markets, Quanta has the manpower, resources and expertise to safely complete projects that are local, regional, national or international in scope. For more information, visit www.quantaservices.com.

FOLLOW QUANTA IR ON SOCIAL MEDIA

Investors and others should note that while we announce material financial information and make other public disclosures of information regarding Quanta through SEC filings, press releases and public conference calls, we also utilize social media to communicate this information. It is possible that the information we post on social media could be deemed material. Accordingly, we encourage investors, the media and others interested in our company to follow Quanta, and review the information we post, on the social media channels listed on our website in the Investors & Media section.

 

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Forward-Looking Statements

This press release (and oral statements regarding the subject matter of this press release, including those made on the conference call and webcast announced herein) contains forward-looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to projected revenues, net income, earnings per share, EBITDA, weighted average shares outstanding, margins, capital expenditures, tax rates and other operating or financial results; expectations regarding Quanta’s business or financial outlook, plans and strategies; growth, trends or opportunities in particular markets; projected or expected realization of remaining performance obligations and backlog; the potential benefits from acquisitions or investments; the expected financial and operational performance of acquired businesses; the future demand for and availability of labor resources in the industries Quanta serves; future capital allocation initiatives, including the amount, timing and strategies with respect to any future stock repurchases or expectations regarding the declaration, amount and timing of any future cash dividends; the ability to deliver increased value or return capital to stockholders; the expected value of contracts or intended contracts with customers; the scope, services, term or results of any projects awarded or expected to be awarded to Quanta; the anticipated commencement and completion dates for any projects awarded; the development of larger electric transmission and pipeline projects; future commodity prices and their impact on Quanta’s business or the demand for Quanta’s services; the impact of existing or potential legislation or regulation; potential opportunities that may be indicated by bidding activity or discussions with customers; the expected outcome of pending and threatened legal proceedings; beliefs and assumptions about the collectability of receivables; the business plans or financial condition of Quanta’s customers; possible recovery of pending or contemplated insurance claims, change orders and affirmative claims asserted against customers or third parties; and the current economic and regulatory conditions and trends in the industries Quanta serves; as well as statements reflecting expectations, intentions, assumptions or beliefs about future events, and other statements that do not relate strictly to historical or current facts. Although Quanta’s management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements can be affected by inaccurate assumptions and by known and unknown risks and uncertainties that are difficult to predict or beyond Quanta’s control, including, among others, market conditions; the effects of industry, economic, financial or political conditions outside of the control of Quanta, including weakness in capital markets or any actual or potential shutdown, sequester, default or similar event or occurrence involving the U.S. federal government; quarterly variations in operating results, liquidity, financial condition, capital requirements, reinvestment opportunities or other financial results; trends and growth opportunities in relevant markets; delays, reductions in scope or cancellations of anticipated, pending or existing projects, including as a result of weather, regulatory or permitting issues, environmental processes, project performance issues, claimed force majeure events, protests or other political activity, legal challenges or customer capital constraints; the successful negotiation, execution, performance and completion of anticipated, pending and existing contracts, including the ability to obtain future project awards; Quanta’s dependence on suppliers, subcontractors, equipment manufacturers and other third party contractors; the ability to attract and the potential shortage of skilled labor; the ability to retain key personnel and qualified employees; Quanta’s dependence on fixed price contracts and the potential to incur losses with respect to these contracts; estimates relating to revenue recognition and costs associated with contracts; adverse weather conditions or significant weather events; Quanta’s ability to generate internal growth; competition in Quanta’s business, including the ability to effectively compete for new projects and market share; the effect of commodity prices on Quanta’s operations and growth opportunities and on customer capital programs and demand for Quanta’s services; the future development of natural resources; the failure of existing or potential legislative actions to result in demand for Quanta’s services; fluctuations of prices of certain materials used in Quanta’s business, including as a result of the imposition of tariffs or changes in U.S. trade relationships with other countries; liabilities associated with multiemployer pension plans, including underfunding of liabilities and termination or withdrawal liabilities; unexpected costs or liabilities that may arise from pending or threatened legal proceedings, indemnity obligations or other claims or actions asserted against Quanta, including liabilities for claims, fines or penalties that are not covered by, or in excess of, third-party insurance; reimbursement obligations associated with letters of credit or bonds; the outcome of pending or threatened legal proceedings; risks relating to the potential unavailability or cancellation of third-party insurance, the exclusion of coverage for certain losses, and potential increases in premiums for coverage deemed beneficial to Quanta; damage to our brand or reputation as a result of cyber-security or data privacy breaches, environmental and occupational health and safety matters, or corporate scandal; cancellation provisions within contracts and the risk that contracts expire and are not renewed or are replaced on less favorable terms; loss of customers with whom Quanta has long-standing or significant relationships; the potential that participation in joint ventures or similar structures exposes Quanta to liability and/or harm to its reputation for acts or omissions by partners; Quanta’s inability or failure to comply with the terms of its contracts, which may result in additional costs, unexcused delays, warranty claims, failure to meet performance guarantees, damages or contract terminations; the inability or refusal of customers to pay for services, including failure to collect outstanding receivables; the failure to recover on payment claims against project owners or third party contractors or to obtain adequate compensation for customer-requested change orders; the failure of Quanta’s customers to comply with regulatory requirements applicable to their projects, which may result in project delays and cancellations; budgetary or other constraints that may reduce or eliminate tax incentives or government funding for projects, which may result in project delays or cancellations; estimates and assumptions in determining financial results, remaining performance obligations and backlog; the ability to successfully complete remaining performance obligations or realize backlog; risks associated with operating in international markets, including instability of foreign governments, currency exchange fluctuations, and compliance with unfamiliar foreign legal systems and cultural practices, applicable anti-bribery and anti-corruption laws, complex tax regulations and international treaties; the ability to successfully identify, complete, integrate and realize synergies from acquisitions; the potential adverse impact resulting from uncertainty surrounding investments and acquisitions, including the ability to retain key personnel from acquired businesses, the potential increase in risks already existing in Quanta’s operations and poor performance or decline in value of Quanta’s investments; the adverse impact of impairments of goodwill, receivables, property and equipment and other intangible assets or investments; growth outpacing Quanta’s decentralized management and infrastructure; requirements relating to governmental regulation and changes thereto; inability to enforce Quanta’s intellectual property rights or the obsolescence of such rights; risks related to the implementation of new information technology solutions; the impact of a unionized workforce on operations, including labor stoppages or interruptions due to strikes or lockouts; the cost of borrowing, availability of cash and credit, fluctuations in the price and volume of Quanta’s common stock, debt covenant compliance, interest rate fluctuations and other factors affecting financing and investing activities; the ability to access sufficient funding to finance desired growth and operations, including our ability to access capital markets on favorable terms; the ability to obtain performance bonds and other project security; the ability to continue to meet certain regulatory requirements applicable to Quanta and its subsidiaries; rapid technological and other structural changes that could reduce the demand for Quanta’s services; new or changed tax laws, treaties or regulations; increased costs associated with regulatory changes, including labor costs or healthcare costs; significant fluctuations in foreign currency exchange rates; and other risks and uncertainties detailed in Quanta’s Annual Report on Form 10-K for the year ended Dec. 31, 2018, Quarterly Report on Form 10-Q for the period ended Mar. 31, 2019 and any other documents that Quanta files with the Securities and Exchange Commission (SEC). For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Quanta’s documents filed with the SEC that are available through Quanta’s website at www.quantaservices.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at www.sec.gov. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Quanta does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Quanta further expressly disclaims any written or oral statements made by any third party regarding the subject matter of this press release.

 

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LOGO  

Quanta Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2019 and 2018

(In thousands, except per share information)

(Unaudited)

 

                        

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2019     2018     2019     2018  

Revenues

   $ 2,839,199     $ 2,656,348     $ 5,646,458     $ 5,073,924  

Cost of services (including depreciation)

     2,519,694       2,322,977       4,962,972       4,439,505  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     319,505       333,371       683,486       634,419  

Selling, general and administrative expenses

     223,944       206,104       455,852       421,526  

Amortization of intangible assets

     12,610       10,507       25,280       20,912  

Change in fair value of contingent consideration liabilities

     4,371       (6,279     4,287       (6,279
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     78,580       123,039       198,067       198,260  

Interest expense

     (15,821     (9,178     (29,697     (15,956

Interest income

     267       660       576       806  

Other income (expense), net

     6,521       (10,426     65,480       (22,401
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     69,547       104,095       234,426       160,709  

Provision for income taxes

     41,088       29,389       84,932       47,392  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     28,459       74,706       149,494       113,317  

Less: Net income attributable to non-controlling interests

     1,115       341       1,662       1,338  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 27,344     $ 74,365     $ 147,832     $ 111,979  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share attributable to common stock:

        

Basic

   $ 0.19     $ 0.49     $ 1.02     $ 0.72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.19     $ 0.48     $ 1.01     $ 0.72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in computing earnings per share:

        

Weighted average basic shares outstanding

     145,935       153,325       145,525       154,906  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average diluted shares outstanding

     147,241       154,595       146,865       156,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividends declared per common share

   $ 0.04     $ —       $ 0.08     $ —    
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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LOGO  

Quanta Services, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

                        

 

     June 30,      December 31,  
     2019      2018  
ASSETS      

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 73,356      $ 78,687  

Accounts receivable, net

     2,632,003        2,354,737  

Contract assets

     683,665        576,891  

Inventories

     68,400        107,732  

Prepaid expenses and other current assets

     294,508        208,057  
  

 

 

    

 

 

 

Total current assets

     3,751,932        3,326,104  

PROPERTY AND EQUIPMENT, net

     1,354,467        1,276,032  

OPERATING LEASE RIGHT-OF-USE ASSETS

     284,962        —    

OTHER ASSETS, net

     433,872        293,592  

OTHER INTANGIBLE ASSETS, net

     264,284        280,180  

GOODWILL

     1,932,300        1,899,879  
  

 

 

    

 

 

 

Total assets

   $ 8,021,817      $ 7,075,787  
  

 

 

    

 

 

 
LIABILITIES AND EQUITY      

CURRENT LIABILITIES:

     

Current maturities of long-term debt and short-term debt

   $ 52,861      $ 65,646  

Current portion of operating lease liabilities

     92,765        —    

Accounts payable and accrued expenses

     1,289,393        1,314,520  

Contract liabilities

     471,214        425,961  
  

 

 

    

 

 

 

Total current liabilities

     1,906,233        1,806,127  

LONG-TERM DEBT, net of current maturities

     1,517,272        1,040,532  

OPERATING LEASE LIABILITIES, net of current portion

     192,197        —    

DEFERRED INCOME TAXES AND OTHER NON-CURRENT LIABILITIES

     629,856        623,675  
  

 

 

    

 

 

 

Total liabilities

     4,245,558        3,470,334  
  

 

 

    

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

     3,774,923        3,604,159  

NON-CONTROLLING INTERESTS

     1,336        1,294  
  

 

 

    

 

 

 

TOTAL EQUITY

     3,776,259        3,605,453  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 8,021,817      $ 7,075,787  
  

 

 

    

 

 

 

 

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Quanta Services, Inc. and Subsidiaries

Supplemental Segment Data

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands, except percentages)

(Unaudited)

                          

Segment Results

Quanta reports its results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Pipeline and Industrial Infrastructure Services, as set forth below.

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2019     2018     2019     2018  

Revenues:

                

Electric Power Infrastructure Services (a)

   $ 1,734,336       61.1   $ 1,570,173       59.1   $ 3,398,359       60.2   $ 3,138,680       61.9

Pipeline and Industrial Infrastructure Services

     1,104,863       38.9       1,086,175       40.9       2,248,099       39.8       1,935,244       38.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated revenues

   $ 2,839,199       100.0   $ 2,656,348       100.0   $ 5,646,458       100.0   $ 5,073,924       100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss):

                

Electric Power Infrastructure Services (a)

   $ 92,935       5.4   $ 146,011       9.3   $ 254,552       7.5   $ 286,906       9.1

Pipeline and Industrial Infrastructure Services (b)

     69,943       6.3       43,829       4.0       110,642       4.9       53,886       2.8  

Corporate and Non-Allocated Costs (c)

     (84,298     —         (66,801     —         (167,127     N/A       (142,532     N/A  
  

 

 

     

 

 

     

 

 

     

 

 

   

Consolidated operating income

   $ 78,580       2.8   $ 123,039       4.6   $ 198,067       3.5   $ 198,260       3.9
  

 

 

     

 

 

     

 

 

     

 

 

   

 

(a)

Included in the Electric Power Infrastructure Services segment results for the three and six months ended June 30, 2019 is a $79.2 million charge associated with the termination of a large telecommunications project in Peru. The charge consisted of a $48.8 million decrease in revenues and a $30.4 million increase in cost of services.

(b)

Included in the operating income for the Pipeline and Industrial Infrastructure Services segment for the three and six months ended June 30, 2018 are a $3.3 million charge to expense associated with the planned exchange of a construction barge for an industrial property and a $1.3 million charge for severance and restructuring costs related to the closure of certain operations.

(c)

Included in corporate and non-allocated costs for the three and six months ended June 30, 2019 are $1.2 million and $3.7 million of acquisition and integration costs. Included in the three and six months ended June 30, 2018 are $2.1 million and $9.3 million of acquisition and integration costs.

 

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Quanta Services, Inc. and Subsidiaries

Supplemental Data

(In millions)

(Unaudited)

                           

Remaining Performance Obligations and Backlog (a non-GAAP measure)

Quanta’s remaining performance obligations represent management’s estimate of consolidated revenues that are expected to be realized from the remaining portion of firm orders for fixed price contracts not yet completed or for which work has not yet begun. For purposes of calculating remaining performance obligations, Quanta includes all estimated revenues attributable to consolidated joint ventures and variable interest entities, revenues from funded and unfunded portions of government contracts to the extent they are reasonably expected to occur and revenues from change orders to the extent management believes additional contract revenues will be earned and are deemed probable of collection.

While backlog is not a defined term under GAAP, it is a common measurement used in Quanta’s industry. Quanta believes this non-GAAP measure enables it to more effectively forecast its future results and better identify future operating trends that may not otherwise be apparent. Quanta’s remaining performance obligations, as described above, are a component of Quanta’s backlog calculation, which also includes estimated orders under master service agreements (MSAs), including estimated renewals, and non-fixed price contracts expected to be completed within one year. Quanta’s methodology for determining backlog may not be comparable to the methodologies used by other companies.

The following table reconciles Quanta’s total remaining performance obligations to its backlog (a non-GAAP measure) by reportable segment along with estimates of amounts expected to be realized within 12 months:

 

     June 30, 2019      December 31, 2018      June 30, 2018  
     12 Month      Total      12 Month      Total      12 Month      Total  

Electric Power Infrastructure Services

                 

Remaining performance obligations

   $ 2,243.3      $ 2,853.3      $ 2,093.5      $ 3,045.6      $ 2,434.2      $ 3,335.4  

Estimated orders under MSAs and short-term, non-fixed price contracts

     2,713.3        5,831.9        2,467.6        5,499.8        1,823.6        3,799.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Backlog

     4,956.6        8,685.2        4,561.1        8,545.4        4,257.8        7,134.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Pipeline and Industrial Infrastructure Services

                 

Remaining performance obligations

     1,329.2        1,798.1        1,003.5        1,635.9        2,017.6        2,240.2  

Estimated orders under MSAs and short-term, non-fixed price contracts

     1,195.7        2,287.3        1,411.4        2,161.3        1,162.1        2,117.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Backlog

     2,524.9        4,085.4        2,414.9        3,797.2        3,179.7        4,357.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

                 

Remaining performance obligations

     3,572.5        4,651.4        3,097.0        4,681.5        4,451.8        5,575.6  

Estimated orders under MSAs and short-term, non-fixed price contracts

     3,909.0        8,119.2        3,879.0        7,661.1        2,985.7        5,916.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Backlog

   $ 7,481.5      $ 12,770.6      $ 6,976.0      $ 12,342.6      $ 7,437.5      $ 11,492.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

Attributable to Common Stock

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands, except per share information)

(Unaudited)

  

                        

The following table presents the non-GAAP measure of adjusted diluted earnings per share attributable to common stock for the three and six months ended June 30, 2019 and 2018, which, when used in connection with diluted earnings per share attributable to common stock, is intended to provide useful information to investors and analysts as they evaluate Quanta’s performance. Management believes that the exclusion of certain items from net income attributable to common stock enables it to more effectively evaluate Quanta’s operations period over period and better identify operating trends that may not otherwise be apparent. As to certain of the items below, (i) non-cash stock-based compensation expense may vary due to acquisition activity, changes in the estimated fair value of performance-based awards, forfeiture rates, accelerated vesting and amounts granted; (ii) amortization of intangible assets is impacted by Quanta’s acquisition activity, and therefore can vary from period to period; (iii) acquisition and integration costs vary period to period depending on the level of Quanta’s ongoing acquisition activity, (iv) bargain purchase gains vary from period to period depending on Quanta’s acquisition activity and the valuation of acquired businesses; (v) asset impairment charges and severance and restructuring costs can vary from period to period depending on economic and other factors; (vi) changes in fair value of contingent consideration liabilities vary from period to period depending on the forecasted performance in post-acquisition periods of certain acquired businesses; (vii) changes in statutory tax rates are not regularly occurring items; and (viii) tax settlements and adjustments to related indemnification assets vary from period to period depending on the status and resolution of pending matters. Because adjusted diluted earnings per share attributable to common stock, as defined, excludes some, but not all, items that affect net income attributable to common stock, adjusted diluted earnings per share attributable to common stock as presented in this press release may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income attributable to common stock, and information reconciling the GAAP and non-GAAP financial measures, are included below.

See the table on the following page.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

Attributable to Common Stock

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands, except per share information)

(Unaudited)

                           

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2019     2018     2019     2018  

Reconciliation of adjusted net income attributable to common stock:

        

Net income attributable to common stock (GAAP as reported)

   $ 27,344     $ 74,365     $ 147,832     $ 111,979  

Adjustments:

        

Acquisition and integration costs

     1,185       2,125       3,709       9,303  

Bargain purchase gain (a)

     (3,138     —         (3,138     —    

Asset impairment charges (b)

     —         3,283       —         3,283  

Severance and restructuring costs (c)

     —         1,326       —         1,326  

Change in fair value of contingent consideration liabilities

     4,371       (6,279     4,287       (6,279

Impact of change in a Canadian provincial statutory tax rate (d)

     (2,532     —         (2,532     —    

Income tax impact of adjustments (e)

     (1,545     (1,788     (1,915     (3,197

Impact of favorable tax settlement, net of reduction of related indemnification asset (f)

     —         —         (911     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income attributable to common stock before certain non-cash adjustments

     25,685       73,032       147,332       116,415  

Non-cash stock-based compensation

     14,484       13,485       27,496       28,172  

Amortization of intangible assets

     12,610       10,507       25,280       20,912  

Income tax impact of non-cash adjustments (e)

     (7,076     (6,272     (13,786     (12,830
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income attributable to common stock

   $ 45,703     $ 90,752     $ 186,322     $ 152,669  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares:

        

Weighted average shares outstanding for diluted and adjusted diluted earnings per share

     147,241       154,595       146,865       156,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share attributable to common stock:

        

Diluted earnings per share attributable to common stock (g)

   $ 0.19     $ 0.48     $ 1.01     $ 0.72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted diluted earnings per share attributable to common stock (g)

   $ 0.31     $ 0.59     $ 1.27     $ 0.98  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes on the following page.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

Attributable to Common Stock

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands, except per share information)

(Unaudited)

                          

 

(a)

The amount for the three and six months ended June 30, 2019 represents a bargain purchase gain, net of taxes, related to the acquisition of an electrical infrastructure services business.

(b)

The amount for the three and six months ended June 30, 2018 reflects a loss related to the exchange of a construction barge for an industrial property. This charge relates to Quanta’s Pipeline and Industrial Infrastructure Services segment.

(c)

The amount for the three and six months ended June 30, 2018 reflects severance and restructuring costs related to the closure of certain operations within Quanta’s Pipeline and Industrial Infrastructure Services segment.

(d)

The amount for the three and six months ended June 30, 2019 represents the impact on deferred taxes of a change in a Canadian provincial statutory tax rate.

(e)

The income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods.

(f)

The amount for the six months ended June 30, 2019 represents a $4.1 million tax benefit related to the favorable settlement of certain non-U.S. income tax obligations associated with an acquired business, partially offset by a reduction of a related indemnification asset of $4.0 million ($3.2 million after-tax). The tax benefit is included in “Income tax provision” in the accompanying condensed consolidated statement of operations, and the expense associated with the reduction in the indemnification asset is included as “Other income (expense), net” in the accompanying condensed consolidated statement of operations.

(g)

Both diluted and adjusted diluted earnings per share attributable to common stock for the three and six months ended June 30, 2019 include a $79.2 million, or $0.54 per diluted share, charge associated with the termination of a large telecommunications project in Peru. Additionally, both diluted and adjusted diluted earnings per share attributable to common stock for the six months ended June 30, 2019 include $60.3 million ($43.9 million after-tax), or $0.30 per diluted share, of earnings related to the accounting treatment of previously deferred earnings on the Fort McMurray West electric transmission project in Canada.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands)

(Unaudited)

                           

The following table presents the non-GAAP financial measures of EBITDA and adjusted EBITDA for the three and six months ended June 30, 2019 and 2018, which, when used in connection with net income attributable to common stock, are intended to provide useful information to investors and analysts as they evaluate Quanta’s performance. EBITDA is defined as earnings before interest, taxes, depreciation, amortization and equity in (earnings) losses of unconsolidated affiliates, and adjusted EBITDA is defined as EBITDA adjusted for certain other items as described below. These measures should not be considered as an alternative to net income attributable to common stock or other measures of performance that are derived in accordance with GAAP. Management believes that the exclusion of these items from net income attributable to common stock enables it to more effectively evaluate Quanta’s operations period over period and to identify operating trends that might not be apparent when including the excluded items. As to certain of the items below, (i) equity in (earnings) losses of unconsolidated affiliates can vary from period to period depending on the activity and financial performance of unconsolidated affiliates, including deferral and subsequent recognition upon completion of construction of earnings on contracts performed for entities in which Quanta has an equity interest; (ii) non-cash stock-based compensation expense may vary due to acquisition activity, changes in the estimated fair value of performance-based awards, forfeiture rates, accelerated vesting and amounts granted; (iii) acquisition and integration costs vary period to period depending on the level of Quanta’s ongoing acquisition activity; (iv) bargain purchase gains vary from period to period depending on Quanta’s acquisition activity and the valuation of acquired businesses; (v) asset impairment charges and severance and restructuring costs can vary from period to period depending on economic and other factors; (vi) changes in fair value of contingent consideration liabilities vary from period to period depending on the forecasted performance in post-acquisition periods of certain acquired businesses; and (vii) tax settlements and adjustments to related indemnification assets vary from period to period depending on the status and resolution of pending matters. Because EBITDA and adjusted EBITDA, as defined, exclude some, but not all, items that affect net income attributable to common stock, such measures may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income attributable to common stock, and information reconciling the GAAP and non-GAAP financial measures, are included below.

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2019      2018      2019      2018  

Net income attributable to common stock (GAAP as reported)

   $ 27,344      $ 74,365      $ 147,832      $ 111,979  

Interest expense

     15,821        9,178        29,697        15,956  

Interest income

     (267      (660      (576      (806

Provision for income taxes

     41,088        29,389        84,932        47,392  

Amortization of intangible assets

     12,610        10,507        25,280        20,912  

Equity in (earnings) losses of unconsolidated affiliates

     (1,757      11,798        (62,147      25,141  

Depreciation expense

     53,811        50,034        106,027        98,753  
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA

     148,650        184,611        331,045        319,327  

Non-cash stock-based compensation

     14,484        13,485        27,496        28,172  

Acquisition and integration costs

     1,185        2,125        3,709        9,303  

Bargain purchase gain (a)

     (3,138      —          (3,138      —    

Asset impairment charges (b)

     —          3,283        —          3,283  

Severance and restructuring costs (c)

     —          1,326        —          1,326  

Change in fair value of contingent consideration liabilities

     4,371        (6,279      4,287        (6,279

Reduction of indemnification asset (d)

     —          —          3,991        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 165,552      $ 198,551      $ 367,390      $ 355,132  
  

 

 

    

 

 

    

 

 

    

 

 

 

See notes on the following page.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands)

(Unaudited)

                           

 

(a)

The amount for the three and six months ended June 30, 2019 represents a bargain purchase gain, net of taxes, related to the acquisition of an electrical infrastructure services business.

(b)

The amount for the three and six months ended June 30, 2018 reflects a loss related to the exchange of a construction barge for an industrial property. This charge relates to Quanta’s Pipeline and Industrial Infrastructure Services segment.

(c)

The amount for the three and six months ended June 30, 2018 reflects severance and restructuring costs primarily related to the closure of certain operations within Quanta’s Pipeline and Industrial Infrastructure Services segment.

(d)

The amount for the six months ended June 30, 2019 represents an expense associated with the reduction of an indemnification asset related to the favorable settlement of certain non-U.S. income tax obligations associated with an acquired business.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Free (Negative Free) Cash Flow

and Other Non-GAAP Definitions

For the Three and Six Months Ended

June 30, 2019 and 2018

(In thousands)

(Unaudited)

               

Reconciliation of Free (Negative Free) Cash Flow:

The non-GAAP measure of free (negative free) cash flow, when used in connection with net cash provided by (used in) operating activities, is intended to provide useful information to investors and analysts as they evaluate Quanta’s ability to generate the cash required to maintain and potentially expand its business. Free (negative free) cash flow is defined as net cash provided by (used in) operating activities less net capital expenditures. Net capital expenditures is defined as capital expenditures less proceeds from the sale of property and equipment and from insurance settlements related to property and equipment.

Management believes that free (negative free) cash flow provides useful information to Quanta’s investors because free (negative free) cash flow is viewed by management as an important indicator of how much cash is provided or used by routine business operations, including the impact of net capital expenditures. Management uses this measure for capital allocation purposes as it is viewed as a measure of cash available to pay debt, acquire businesses, repurchase common stock, declare and pay dividends and transact other investing and financing activities. The most comparable GAAP financial measure, net cash provided by (used in) operating activities, and information reconciling the GAAP and non-GAAP financial measures, are included below.

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2019      2018      2019      2018  

Net cash provided by (used in) operating activities (a)

   $ (108,664    $ 156,520      $ (191,414    $ 182,513  

Less: Net capital expenditures:

           

Capital expenditures

     (72,775      (81,784      (141,401      (148,591

Proceeds from sale of property and equipment

     8,553        7,589        19,404        13,358  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net capital expenditures

     (64,222      (74,195      (121,997      (135,233
  

 

 

    

 

 

    

 

 

    

 

 

 

Free (Negative Free) Cash Flow

   $ (172,886    $ 82,325      $ (313,411    $ 47,280  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Net cash used in operating activities for the three and six months ended June 30, 2019, includes the payment of $112 million in connection with the exercise of performance and advance payment bonds on a terminated telecommunications project in Peru.

Other Non-GAAP Definitions:

Days Sales Outstanding:

Days Sales Outstanding is calculated by using the sum of current accounts receivable, net of allowance (which includes current retainage and unbilled balances), plus contract assets, less contract liabilities, and divided by average revenues per day during the quarter.

Total Liquidity:

Total liquidity includes Quanta’s cash and cash equivalents and availability under Quanta’s senior secured credit facility.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Estimated Adjusted Diluted Earnings Per Share

Attributable to Common Stock

For the Full Year 2019

(In thousands, except per share information)

(Unaudited)

                       

The following table presents the non-GAAP measure of adjusted diluted earnings per share attributable to common stock, which, when used in connection with diluted earnings per share attributable to common stock, is intended to provide useful information to investors and analysts as they evaluate Quanta’s performance. Management believes that the exclusion of certain items from net income attributable to common stock enables it to more effectively evaluate Quanta’s operations period over period and better identify operating trends that may not otherwise be apparent. As to certain of the items below, (i) amortization of intangible assets is impacted by Quanta’s acquisition activity, and therefore can vary from period to period; (ii) non-cash stock-based compensation expense may vary due to acquisition activity, changes in the estimated fair value of performance-based awards, forfeiture rates, accelerated vesting and amounts granted; (iii) acquisition and integration costs vary period to period depending on the level of Quanta’s ongoing acquisition activity; (iv) bargain purchase gains vary from period to period depending on Quanta’s acquisition activity and the valuation of acquired businesses; (v) changes in fair value of contingent consideration liabilities vary from period to period depending on the forecasted performance in post-acquisition periods of certain acquired businesses; (vi) changes in statutory tax rates are not regularly occurring items; and (vii) tax settlements and adjustments to related indemnification assets vary from period to period depending on the status and resolution of pending matters. Because adjusted diluted earnings per share attributable to common stock, as defined, excludes some, but not all, items that affect net income attributable to common stock, adjusted diluted earnings per share attributable to common stock as presented in this press release may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income attributable to common stock, and information reconciling the GAAP and non-GAAP financial measures, are included below.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Estimated Adjusted Diluted Earnings Per Share

Attributable to Common Stock

For the Full Year 2019

(In thousands, except per share information)

(Unaudited)

 

 

     Estimated Range  
     Full Year Ending  
     December 31, 2019  

Reconciliation of estimated adjusted net income attributable to common stock:

    

Net income attributable to common stock (as defined by GAAP)

   $ 361,600     $ 410,900  

Acquisition and integration costs

     3,700       3,700  

Bargain purchase gain (a)

     (3,100     (3,100

Change in fair value of contingent consideration liabilities

     4,300       4,300  

Impact of change in a Canadian provincial statutory tax rate (b)

     (2,500     (2,500

Income tax impact of adjustments (c)

     (1,900     (1,900

Impact of favorable tax settlement, net of reduction of related indemnification asset (d)

     (900     (900
  

 

 

   

 

 

 

Adjusted net income attributable to common stock before certain non-cash adjustments

     361,200       410,500  

Non-cash stock-based compensation

     56,900       56,900  

Amortization of intangible assets

     49,700       49,700  

Income tax impact of non-cash adjustments (c)

     (27,900     (27,900
  

 

 

   

 

 

 

Estimated adjusted net income attributable to common stock

   $ 439,900     $ 489,200  
  

 

 

   

 

 

 

Estimated weighted average shares:

    

Weighted average shares outstanding for diluted and adjusted diluted earnings per share attributable to common stock

     147,100       147,100  
  

 

 

   

 

 

 

Estimated diluted earnings per share attributable to common stock and estimated adjusted diluted earnings per share attributable to common stock:

    

Estimated diluted earnings per share attributable to common stock (e)

   $ 2.46     $ 2.79  
  

 

 

   

 

 

 

Estimated adjusted diluted earnings per share attributable to common stock (e)

   $ 2.99     $ 3.33  
  

 

 

   

 

 

 

 

(a)

The amount represents a bargain purchase gain, net of taxes, related to the acquisition of an electrical infrastructure services business.

(b)

The amount represents the impact on deferred taxes of a change in a Canadian provincial statutory tax rate.

(c)

The income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods.

(d)

The amount represents a $4.1 million tax benefit related to the favorable settlement of certain non-U.S. income tax obligations associated with an acquired business, partially offset by the reduction of a related indemnification asset of $4.0 million ($3.2 million after-tax).

(e)

Both estimated diluted and estimated adjusted diluted earnings per share attributable to common stock for the six months ended June 30, 2019 include a $79.2 million, or $0.54 per diluted share, charge associated with the termination of a large telecommunications project in Peru and $60.3 million ($43.9 million after-tax), or $0.30 per diluted share, of earnings related to the accounting treatment of previously deferred earnings on the Fort McMurray West electric transmission project in Canada.

 

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Quanta Services, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Estimated EBITDA and Adjusted EBITDA

For the Full Year 2019

(In thousands)

(Unaudited)

  

The following table presents the non-GAAP financial measures of estimated EBITDA and adjusted EBITDA, which, when used in connection with estimated net income attributable to common stock, is intended to provide useful information to investors and analysts as they evaluate Quanta’s performance. EBITDA is defined as earnings before interest, taxes, depreciation, amortization and equity in (earnings) losses of unconsolidated affiliates, and adjusted EBITDA is defined as EBITDA adjusted for certain other items as described below. These measures should not be considered as an alternative to net income attributable to common stock or other measures of performance that are derived in accordance with GAAP. Management believes that the exclusion of these items from net income attributable to common stock enables it to more effectively evaluate Quanta’s operations period over period and to identify operating trends that might not be apparent when including the excluded items. As to certain of the items below, (i) equity in (earnings) losses of unconsolidated affiliates can vary from period to period depending on the activity and financial performance of unconsolidated affiliates, including deferral and subsequent recognition upon completion of construction of earnings on contracts performed for an entity in which Quanta has an equity interest; (ii) non-cash stock-based compensation expense may vary due to acquisition activity, changes in the estimated fair value of performance-based awards, forfeiture rates, accelerated vesting and amounts granted; (iii) acquisition and integration costs vary period to period depending on the level of Quanta’s ongoing acquisition activity; (iv) bargain purchase gains vary from period to period depending on Quanta’s acquisition activity and the valuation of acquired businesses; (v) changes in fair value of contingent consideration liabilities vary from period to period depending on the forecasted performance in post-acquisition periods of certain acquired businesses; and (vi) tax settlements and adjustments to related indemnification assets vary from period to period depending on the status and resolution of pending matters. Because EBITDA and adjusted EBITDA, as defined, exclude some, but not all, items that affect net income attributable to common stock, such measures may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income attributable to common stock, and information reconciling the GAAP and non-GAAP financial measures, are included below.

 

     Estimated Range  
     Full Year Ending  
     December 31, 2019  

Net income attributable to common stock (as defined by GAAP)

   $ 361,600     $ 410,900  

Interest expense, net

     58,000       60,000  

Provision for income taxes

     169,000       197,000  

Amortization of intangible assets

     49,700       49,700  

Equity in (earnings) losses of unconsolidated affiliates

     (65,100     (65,100

Depreciation expense

     213,200       213,200  
  

 

 

   

 

 

 

EBITDA

     786,400       865,700  

Non-cash stock-based compensation

     56,900       56,900  

Acquisition and integration costs

     3,700       3,700  

Bargain purchase gain (a)

     (3,100     (3,100

Change in fair value of contingent consideration liabilities

     4,300       4,300  

Reduction of indemnification asset (b)

     4,000       4,000  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 852,200     $ 931,500  
  

 

 

   

 

 

 

 

(a)

The amount represents a bargain purchase gain, net of taxes, related to the acquisition of an electrical infrastructure services business.

(b)

The amount represents the expense associated with the reduction of an indemnification asset related to the favorable settlement of certain non-U.S. income tax obligations associated with an acquired business.

 

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