QUANTA SERVICES INC, QUANTA SERVICES MANAGEMENT ...
QUANTA SERVICES INC, QUANTA SERVICES MANAGEMENT ...
QUANTA SERVICES INC, QUANTA SERVICES MANAGEMENT ...
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<strong>QUANTA</strong> <strong>SERVICES</strong>, <strong>INC</strong>. AND SUBSIDIARIES<br />
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)<br />
Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to<br />
assets acquired and liabilities assumed. The 2011 and 2010 acquisitions strategically expand Quanta’s Canadian<br />
service offering, add an Australian service offering and enhance its domestic electric power infrastructure service<br />
offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2011<br />
acquisitions, goodwill of $34.9 million was recorded for reporting units included within Quanta’s electric power<br />
division and $8.9 million was recorded for the reporting unit included within Quanta’s natural gas and pipeline<br />
division at December 31, 2011. In connection with the 2010 acquisition, goodwill of $109.4 million was recorded<br />
and included within Quanta’s electric power division at December 31, 2010. None of this goodwill is expected to<br />
be deductible for income tax purposes other than $13.1 million recorded in 2011.<br />
The following unaudited supplemental pro forma results of operations have been provided for illustrative<br />
purposes only and do not purport to be indicative of the actual results that would have been achieved by the<br />
combined companies for the periods presented or that may be achieved by the combined companies in the future.<br />
Future results may vary significantly from the results reflected in the following pro forma financial information<br />
because of future events and transactions, as well as other factors (in thousands, except per share amounts):<br />
2011<br />
Year Ended December 31,<br />
2010 2009<br />
Revenues ....................................... $4,700,382 $4,212,447 $4,717,882<br />
Gross profit ..................................... $ 645,477 $ 701,314 $ 914,737<br />
Selling, general and administrative expenses ........... $ 381,290 $ 367,373 $ 379,210<br />
Amortization of intangible assets .................... $ 34,253 $ 55,756 $ 55,532<br />
Net income attributable to common stock .............<br />
Earnings per share attributable to common stock:<br />
$ 141,123 $ 167,361 $ 304,304<br />
Basic .......................................... $ 0.66 $ 0.78 $ 1.43<br />
Diluted ......................................... $ 0.66 $ 0.77 $ 1.41<br />
The pro forma combined results of operations for the years ended December 31, 2011 and 2010 have been<br />
prepared by adjusting the historical results of Quanta to include the historical results of the 2011 acquisitions as if<br />
they occurred January 1, 2010. The pro forma combined results of operations for the year ended<br />
December 31, 2010 have also been prepared by adjusting the historical results of Quanta to include the historical<br />
results of the 2010 acquisition as if it occurred January 1, 2009. The pro forma combined results of operations for<br />
the year ended December 31, 2009 have been prepared by adjusting the historical results of Quanta to include the<br />
historical results of the 2010 acquisition as if it occurred January 1, 2009 and the historical results of the 2009<br />
acquisitions as if they all occurred January 1, 2008. These pro forma combined historical results were then<br />
adjusted for the following: a reduction of interest expense and interest income as a result of the repayment of<br />
outstanding indebtedness and the retirement of preferred stock, a reduction of interest income as a result of the<br />
cash consideration paid, an increase in amortization expense due to the incremental intangible assets recorded<br />
related to the 2011, 2010 and 2009 acquisitions, an increase in depreciation expense within cost of services<br />
related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and<br />
conforming depreciable lives with Quanta’s accounting policies, an increase in the number of outstanding shares<br />
of Quanta common stock and certain reclassifications to conform the acquired companies’ presentation to<br />
Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the<br />
impact of acquisition related costs or any cost savings or other synergies that may result from the 2011, 2010 and<br />
2009 acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the<br />
actual results that would have been achieved by the combined company for the periods presented or that may be<br />
achieved by the combined company in the future.<br />
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