UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended March 31, 2003 | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to . | ||
Commission file no. 001-13831
Quanta Services, Inc.
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Delaware (State or other jurisdiction of Incorporation or organization) |
74-2851603 (I.R.S. Employer Identification No.) |
1360 Post Oak Blvd.
Registrants telephone number, including area code:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrant is an accelerated file (as defined in Exchange Act Rule 12b-2). Yes þ No o
115,100,498 shares of Common Stock were outstanding as of May 1, 2003. As of the same date, 1,082,250 shares of Limited Vote Common Stock were outstanding.
QUANTA SERVICES, INC. AND SUBSIDIARIES
INDEX
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| PART I. FINANCIAL INFORMATION | ||||||
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ITEM 1.
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Financial Statements
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QUANTA SERVICES, INC. AND SUBSIDIARIES
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Consolidated Balance Sheets
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1 | |||||
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Consolidated Statements of Operations
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2 | |||||
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Consolidated Statements of Cash Flows
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3 | |||||
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Notes to Condensed Consolidated Financial
Statements
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4 | |||||
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ITEM 2.
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Managements Discussion and Analysis of
Financial Condition and Results of Operations
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15 | ||||
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ITEM 4.
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Controls and Procedures
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25 | ||||
| PART II. OTHER INFORMATION | ||||||
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ITEM 1.
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Legal Proceedings
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25 | ||||
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ITEM 2.
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Changes in Securities
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26 | ||||
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ITEM 6.
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Exhibits and Reports on Form 8-K
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26 | ||||
| Signature | 28 | |||||
| Certifications | 29 | |||||
i
QUANTA SERVICES, INC. AND SUBSIDIARIES
| December 31, | March 31, | ||||||||||
| 2002 | 2003 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
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CURRENT ASSETS:
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Cash and cash equivalents
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$ | 27,901 | $ | 61,433 | |||||||
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Accounts receivable, net of allowances of $37,585
and $31,754, respectively
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367,057 | 322,438 | |||||||||
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Costs and estimated earnings in excess of
billings on uncompleted contracts
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54,749 | 53,079 | |||||||||
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Inventories
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25,646 | 27,204 | |||||||||
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Current deferred taxes
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28,968 | 30,316 | |||||||||
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Prepaid expenses and other current assets
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25,176 | 26,407 | |||||||||
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Total current assets
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529,497 | 520,877 | |||||||||
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PROPERTY AND EQUIPMENT, net
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369,568 | 358,966 | |||||||||
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ACCOUNTS AND NOTES RECEIVABLE, net of allowances
of $28,389 and $28,400, respectively
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50,900 | 51,160 | |||||||||
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OTHER ASSETS, net
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19,250 | 18,415 | |||||||||
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GOODWILL AND OTHER INTANGIBLES, net
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395,597 | 395,531 | |||||||||
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Total assets
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$ | 1,364,812 | $ | 1,344,949 | |||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||||
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CURRENT LIABILITIES:
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Current maturities of long-term debt
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$ | 6,652 | $ | 6,260 | |||||||
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Accounts payable and accrued expenses
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189,080 | 163,307 | |||||||||
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Billings in excess of costs and estimated
earnings on uncompleted contracts
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16,409 | 17,264 | |||||||||
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Total current liabilities
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212,141 | 186,831 | |||||||||
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LONG-TERM DEBT, net of current maturities
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213,167 | 212,508 | |||||||||
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CONVERTIBLE SUBORDINATED NOTES
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172,500 | 172,500 | |||||||||
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DEFERRED INCOME TAXES AND OTHER NON-CURRENT
LIABILITIES
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82,411 | 88,974 | |||||||||
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Total liabilities
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680,219 | 660,813 | |||||||||
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COMMITMENTS AND CONTINGENCIES
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REDEEMABLE COMMON STOCK
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72,922 | | |||||||||
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STOCKHOLDERS EQUITY:
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Preferred Stock, $.00001 par value,
10,000,000 shares authorized:
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Series A Convertible Preferred Stock,
3,199,961 and shares issued and outstanding,
respectively
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Common Stock, $.00001 par value,
300,000,000 shares authorized, 70,632,899 and
114,835,149 shares issued and 69,706,528 and 113,908,778
outstanding, respectively(a)
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Limited Vote Common Stock, $.00001 par
value, 3,345,333 shares authorized, 1,083,750 and
1,077,750 shares issued and outstanding, respectively
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Additional paid-in capital
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980,303 | 1,064,212 | |||||||||
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Deferred compensation
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(302 | ) | (9,012 | ) | |||||||
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Retained deficit
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(356,605 | ) | (359,339 | ) | |||||||
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Treasury Stock, at cost, 926,371 common shares
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(11,725 | ) | (11,725 | ) | |||||||
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Total stockholders equity
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611,671 | 684,136 | |||||||||
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Total liabilities and stockholders equity
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$ | 1,364,812 | $ | 1,344,949 | |||||||
| (a) | Shares issued and outstanding as of December 31, 2002 do not include the 24,307,410 shares of Redeemable Common Stock valued at $72.9 million which was reclassified to stockholders equity on February 20, 2003. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
QUANTA SERVICES, INC. AND SUBSIDIARIES
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2002 | 2003 | ||||||||
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REVENUES
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$ | 449,220 | $ | 367,129 | |||||
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COST OF SERVICES (including depreciation)
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373,533 | 329,372 | |||||||
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Gross profit
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75,687 | 37,757 | |||||||
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
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50,720 | 38,970 | |||||||
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Income (loss) from operations
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24,967 | (1,213 | ) | ||||||
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OTHER INCOME (EXPENSE):
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Interest expense
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(7,854 | ) | (7,964 | ) | |||||
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Other, net
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435 | 216 | |||||||
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INCOME (LOSS) BEFORE INCOME TAX PROVISION
(BENEFIT) AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
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17,548 | (8,961 | ) | ||||||
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PROVISION (BENEFIT) FOR INCOME TAXES
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7,282 | (4,118 | ) | ||||||
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INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE
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10,266 | (4,843 | ) | ||||||
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CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE, NET OF TAX
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445,422 | | |||||||
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NET INCOME (LOSS)
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(435,156 | ) | (4,843 | ) | |||||
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DIVIDENDS ON PREFERRED STOCK, NET OF FORFEITURES
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232 | (2,109 | ) | ||||||
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
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$ | (435,388 | ) | $ | (2,734 | ) | |||
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EARNINGS (LOSS) PER SHARE:
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Basic Earnings (Loss) per Share Before Cumulative
Effect of Change in Accounting Principle
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$ | 0.13 | $ | (0.04 | ) | ||||
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Cumulative Effect of Change in Accounting
Principle, Net of Tax
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(5.69 | ) | | ||||||
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Basic Earnings (Loss) per Share
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$ | (5.56 | ) | $ | (0.04 | ) | |||
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Diluted Earnings (Loss) per Share Before
Cumulative Effect of Change in Accounting Principle
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$ | 0.13 | $ | (0.04 | ) | ||||
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Cumulative Effect of Change in Accounting
Principle, Net of Tax
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(5.69 | ) | | ||||||
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Diluted Earnings (Loss) per Share
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$ | (5.56 | ) | $ | (0.04 | ) | |||
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SHARES USED IN COMPUTING EARNINGS (LOSS) PER
SHARE:
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Basic
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78,264 | 112,535 | |||||||
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Diluted
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78,264 | 112,535 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
QUANTA SERVICES, INC. AND SUBSIDIARIES
| Three Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2002 | 2003 | |||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss) attributable to common stock
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$ | (435,388 | ) | $ | (2,734 | ) | ||||||
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Adjustments to reconcile net income attributable
to common stock to net cash provided by operating
activities
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Cumulative effect of change in accounting
principle, net of tax
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445,422 | | ||||||||||
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Depreciation and amortization
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14,575 | 14,901 | ||||||||||
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Loss on sale of property and equipment
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252 | 433 | ||||||||||
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Provision for doubtful accounts
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25 | 243 | ||||||||||
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Deferred income tax provision
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4,598 | 2,055 | ||||||||||
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Preferred stock dividend, net of forfeitures
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232 | (2,109 | ) | |||||||||
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Changes in operating assets and liabilities, net
of non-cash transactions
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(Increase) decrease in
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Accounts receivable
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54,586 | 44,387 | ||||||||||
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Costs and estimated earnings in excess of
billings on uncompleted contracts
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(7,396 | ) | 1,670 | |||||||||
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Inventories
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(5,044 | ) | (1,558 | ) | ||||||||
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Prepaid expenses and other current assets
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1,375 | (1,231 | ) | |||||||||
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Increase (decrease) in
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Accounts payable and accrued expenses and other
non-current liabilities
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3,892 | (19,784 | ) | |||||||||
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Billings in excess of costs and estimated
earnings on uncompleted contracts
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(7,974 | ) | 855 | |||||||||
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Other, net
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(648 | ) | 164 | |||||||||
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Net cash provided by operating activities
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68,507 | 37,292 | ||||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Proceeds from sale of property and equipment
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556 | 213 | ||||||||||
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Additions of property and equipment
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(16,748 | ) | (4,853 | ) | ||||||||
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Cash paid for acquisitions, net of cash acquired
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(965 | ) | | |||||||||
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Notes receivable
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(16,796 | ) | | |||||||||
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Net cash used in investing activities
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(33,953 | ) | (4,640 | ) | ||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Net borrowings (payments) under bank lines
of credit
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(36,220 | ) | | |||||||||
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Proceeds from other long-term debt
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629 | 914 | ||||||||||
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Payments on other long-term debt
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(2,864 | ) | (1,965 | ) | ||||||||
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Issuances of stock, net of offering costs
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3,658 | 1,931 | ||||||||||
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Exercise of stock options
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265 | | ||||||||||
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Net cash provided by (used in) financing
activities
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(34,532 | ) | 880 | |||||||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS
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22 | 33,532 | ||||||||||
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CASH AND CASH EQUIVALENTS, beginning of period
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6,287 | 27,901 | ||||||||||
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CASH AND CASH EQUIVALENTS, end of period
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$ | 6,309 | $ | 61,433 | ||||||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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Cash paid for
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Interest
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$ | 10,310 | $ | 5,741 | ||||||||
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Income taxes, net of refunds
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622 | (197 | ) | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
QUANTA SERVICES, INC. AND SUBSIDIARIES
| 1. | BUSINESS AND ORGANIZATION: |
Quanta Services, Inc. (Quanta) is a leading provider of specialized contracting services, offering end-to-end network solutions to the electric power, gas, telecommunications and cable television industries. Quantas comprehensive services include designing, installing, repairing and maintaining network infrastructure. The consolidated financial statements of Quanta include the accounts of Quanta and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
In the course of its operations, Quanta is subject to certain risk factors, including but not limited to risks related to: economic downturn, access to capital, the financial condition of Quantas customers, the collectibility of receivables, significant fluctuations in quarterly results, contracts, recoverability of goodwill, rapid technological and structural changes in the industries Quanta serves, competition, internal growth and operating strategies, management of growth, acquisition integration and financing, unionized workforce, dependence on key personnel, availability of qualified employees, potential exposure to environmental liabilities and anti-takeover measures.
| Interim Condensed Consolidated Financial Information |
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to those rules and regulations. Quanta believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly present the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. The results of Quanta have historically been subject to significant seasonal fluctuations.
It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto of Quanta Services, Inc. and subsidiaries included in Quantas Annual Report on Form 10-K, which was filed with the SEC on March 31, 2003.
| Use of Estimates and Assumptions |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amount of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quantas beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quantas assessment of the allowance for doubtful accounts, valuation of inventory, fair value assumption in analyzing goodwill and long-lived asset impairments, self-insured claims liabilities, revenue recognition under percentage-of-completion accounting and provision for income taxes. The accompanying consolidated balance sheets include preliminary allocations of the respective purchase price paid for the companies acquired during the latest 12 months using the purchase method of accounting and, accordingly, are subject to final adjustment.
4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Current and Long-Term Accounts and Notes Receivable and Provision for Doubtful Accounts |
Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, our customers access to capital, the customers willingness or ability to pay, general economic conditions and the ongoing relationship with the customer. Under certain circumstances such as foreclosures or negotiated settlements, Quanta may take title to the underlying assets in lieu of cash in settlement of receivables. As of March 31, 2003, Quanta has provided allowances for doubtful accounts of approximately $60.2 million. Certain of Quantas customers, several of them large public telecommunications carriers, have filed for bankruptcy or have been experiencing financial difficulties. Also, a number of Quantas utility customers are experiencing financial difficulties in the current business climate. Should additional customers file for bankruptcy or continue to experience difficulties, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided. In addition, material changes in our customers revenues or cash flows could affect our ability to collect amounts due from them.
In June 2002, one of Quantas customers, Adelphia Communications Corporation (Adelphia), filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code, as amended. Quanta has filed liens on various properties to secure substantially all of its pre-petition receivables. The carrying value is based upon Quantas understanding of the current status of the Adelphia bankruptcy proceeding and a number of assumptions, including assumptions about the validity, priority and enforceability of our security interests. Quanta currently believes it will collect a substantial majority of the balances owed. Should any of the factors underlying Quantas estimate change, the amount of Quantas allowance could change significantly. Quanta is uncertain as to whether such receivables will be collected within one year and therefore has included this amount in non-current assets as Accounts and Notes Receivable. Also included in Accounts and Notes Receivable are amounts due from another customer relating to the construction of independent power plants. Quanta has agreed to long-term payment terms for this customer. The notes receivable are partially secured and bear interest at 9.5% per year. During 2002, Quanta provided allowances for a significant portion of these notes receivable due to a change in the economic viability of the plants securing them. The collectibility of these notes may ultimately depend on the value of the collateral securing these notes. As of March 31, 2003, the total balance due from both of these customers was $78.4 million, net of an allowance for doubtful accounts of $28.4 million.
| Concentration of Credit Risk |
Quanta grants credit, generally without collateral, to its customers, which include electric power and gas companies, telecommunications and cable television system operators, governmental entities, general contractors, builders and owners and managers of commercial and industrial properties located primarily in the United States. Consequently, Quanta is subject to potential credit risk related to changes in business and economic factors throughout the United States. However, Quanta generally is entitled to payment for work performed and typically has certain lien rights on the services provided.
| Stock-Based Compensation |
Quanta accounts for its stock-based compensation under Accounting Principles Board Opinion No. 25 (APB Opinion No. 25), Accounting for Stock Issued to Employees. Under this accounting method, no compensation expense is recognized in the consolidated statements of operations if no intrinsic value of the option exists at the date of grant. In October 1995, the Financial Accounting Standards Board (FASB) issued
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 encourages companies to account for stock-based compensation awards based on the fair value of the awards at the date they are granted. The resulting compensation cost would be shown as an expense in the consolidated statements of operations. Companies can choose not to apply the new accounting method and continue to apply current accounting requirements; however, disclosure is required as to what net income and earnings per share would have been had SFAS No. 123 been followed. In addition, Quanta has an Employee Stock Purchase Plan (ESPP). SFAS No. 123 requires the inclusion of stock issued pursuant to an ESPP in the as adjusted disclosure.
Had compensation costs for the 2001 Stock Incentive Plan and the ESPP been determined consistent with SFAS No. 123, Quantas net income attributable to common stock and earnings per share would have been reduced to the following as adjusted amounts (in thousands, except per share information):
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2002 | 2003 | ||||||||
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Net income (loss) attributable to common stock
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As reported
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$ | (435,388 | ) | $ | (2,734 | ) | |||
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As Adjusted Basic
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$ | (440,642 | ) | $ | (7,321 | ) | |||
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As Adjusted Diluted
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$ | (440,642 | ) | $ | (7,321 | ) | |||
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Earnings (loss) per share
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|||||||||
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As Reported Basic
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$ | (5.56 | ) | $ | (0.04 | ) | |||
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As Adjusted Basic
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$ | (5.63 | ) | $ | (0.08 | ) | |||
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As Reported Diluted
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$ | (5.56 | ) | $ | (0.04 | ) | |||
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As Adjusted Diluted
|
$ | (5.63 | ) | $ | (0.08 | ) | |||
See Note 7 for additional discussion of the restricted stock issued under Quantas 2001 Stock Incentive Plan and the effects thereof.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 2. | PER SHARE INFORMATION: |
Earnings (loss) per share amounts are based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period. The weighted average number of shares used to compute basic and diluted earnings (loss) per share for the three months ended March 31, 2002 and 2003 is illustrated below (in thousand