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