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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2003
 
or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from           to           .

Commission file no. 001-13831


Quanta Services, Inc.

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
Incorporation or organization)
  74-2851603
(I.R.S. Employer
Identification No.)

1360 Post Oak Blvd.

Suite 2100
Houston, Texas 77056
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(713) 629-7600


      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.




 

TABLE OF CONTENTS

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART II -- OTHER INFORMATION
SIGNATURE
CERTIFICATIONS
2001 Stock Incentive Plan as amended
Certification of Periodic Report by CEO
Certification of Periodic Report by CFO

QUANTA SERVICES, INC. AND SUBSIDIARIES

INDEX

             
Page

PART I. FINANCIAL INFORMATION
ITEM 1.
 
Financial Statements
       
   
QUANTA SERVICES, INC. AND SUBSIDIARIES
       
   
Consolidated Balance Sheets
    1  
   
Consolidated Statements of Operations
    2  
   
Consolidated Statements of Cash Flows
    3  
   
Notes to Condensed Consolidated Financial Statements
    4  
ITEM 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    15  
ITEM 4.
 
Controls and Procedures
    25  
PART II. OTHER INFORMATION
ITEM 1.
 
Legal Proceedings
    25  
ITEM 2.
 
Changes in Securities
    26  
ITEM 6.
 
Exhibits and Reports on Form 8-K
    26  
Signature     28  
Certifications     29  

i


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

 
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
                       
December 31, March 31,
2002 2003


(Unaudited)
ASSETS
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 27,901     $ 61,433  
 
Accounts receivable, net of allowances of $37,585 and $31,754, respectively
    367,057       322,438  
 
Costs and estimated earnings in excess of billings on uncompleted contracts
    54,749       53,079  
 
Inventories
    25,646       27,204  
 
Current deferred taxes
    28,968       30,316  
 
Prepaid expenses and other current assets
    25,176       26,407  
     
     
 
     
Total current assets
    529,497       520,877  
PROPERTY AND EQUIPMENT, net
    369,568       358,966  
ACCOUNTS AND NOTES RECEIVABLE, net of allowances of $28,389 and $28,400, respectively
    50,900       51,160  
OTHER ASSETS, net
    19,250       18,415  
GOODWILL AND OTHER INTANGIBLES, net
    395,597       395,531  
     
     
 
     
Total assets
  $ 1,364,812     $ 1,344,949  
     
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
CURRENT LIABILITIES:
               
 
Current maturities of long-term debt
  $ 6,652     $ 6,260  
 
Accounts payable and accrued expenses
    189,080       163,307  
 
Billings in excess of costs and estimated earnings on uncompleted contracts
    16,409       17,264  
     
     
 
     
Total current liabilities
    212,141       186,831  
LONG-TERM DEBT, net of current maturities
    213,167       212,508  
CONVERTIBLE SUBORDINATED NOTES
    172,500       172,500  
DEFERRED INCOME TAXES AND OTHER NON-CURRENT LIABILITIES
    82,411       88,974  
     
     
 
     
Total liabilities
    680,219       660,813  
     
     
 
COMMITMENTS AND CONTINGENCIES
               
REDEEMABLE COMMON STOCK
    72,922        
STOCKHOLDERS’ EQUITY:
               
 
Preferred Stock, $.00001 par value, 10,000,000 shares authorized:
               
   
Series A Convertible Preferred Stock, 3,199,961 and — shares issued and outstanding, respectively
           
 
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)
           
 
Limited Vote Common Stock, $.00001 par value, 3,345,333 shares authorized, 1,083,750 and 1,077,750 shares issued and outstanding, respectively
           
 
Additional paid-in capital
    980,303       1,064,212  
 
Deferred compensation
    (302 )     (9,012 )
 
Retained deficit
    (356,605 )     (359,339 )
 
Treasury Stock, at cost, 926,371 common shares
    (11,725 )     (11,725 )
     
     
 
     
Total stockholders’ equity
    611,671       684,136  
     
     
 
     
Total liabilities and stockholders’ equity
  $ 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

 
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share information)
(Unaudited)
                   
Three Months Ended
March 31,

2002 2003


REVENUES
  $ 449,220     $ 367,129  
COST OF SERVICES (including depreciation)
    373,533       329,372  
     
     
 
 
Gross profit
    75,687       37,757  
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    50,720       38,970  
     
     
 
 
Income (loss) from operations
    24,967       (1,213 )
OTHER INCOME (EXPENSE):
               
 
Interest expense
    (7,854 )     (7,964 )
 
Other, net
    435       216  
     
     
 
INCOME (LOSS) BEFORE INCOME TAX PROVISION (BENEFIT) AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
    17,548       (8,961 )
PROVISION (BENEFIT) FOR INCOME TAXES
    7,282       (4,118 )
     
     
 
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
    10,266       (4,843 )
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX
    445,422        
     
     
 
NET INCOME (LOSS)
    (435,156 )     (4,843 )
DIVIDENDS ON PREFERRED STOCK, NET OF FORFEITURES
    232       (2,109 )
     
     
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
  $ (435,388 )   $ (2,734 )
     
     
 
EARNINGS (LOSS) PER SHARE:
               
 
Basic Earnings (Loss) per Share Before Cumulative Effect of Change in Accounting Principle
  $ 0.13     $ (0.04 )
 
Cumulative Effect of Change in Accounting Principle, Net of Tax
    (5.69 )      
     
     
 
 
Basic Earnings (Loss) per Share
  $ (5.56 )   $ (0.04 )
     
     
 
 
Diluted Earnings (Loss) per Share Before Cumulative Effect of Change in Accounting Principle
  $ 0.13     $ (0.04 )
 
Cumulative Effect of Change in Accounting Principle, Net of Tax
    (5.69 )      
     
     
 
 
Diluted Earnings (Loss) per Share
  $ (5.56 )   $ (0.04 )
     
     
 
SHARES USED IN COMPUTING EARNINGS (LOSS) PER SHARE:
               
 
Basic
    78,264       112,535  
     
     
 
 
Diluted
    78,264       112,535  
     
     
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                         
Three Months Ended
March 31,

2002 2003


CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net income (loss) attributable to common stock
  $ (435,388 )   $ (2,734 )
 
Adjustments to reconcile net income attributable to common stock to net cash provided by operating activities —
               
   
Cumulative effect of change in accounting principle, net of tax
    445,422        
   
Depreciation and amortization
    14,575       14,901  
   
Loss on sale of property and equipment
    252       433  
   
Provision for doubtful accounts
    25       243  
   
Deferred income tax provision
    4,598       2,055  
   
Preferred stock dividend, net of forfeitures
    232       (2,109 )
 
Changes in operating assets and liabilities, net of non-cash transactions —
               
   
(Increase) decrease in —
               
     
Accounts receivable
    54,586       44,387  
     
Costs and estimated earnings in excess of billings on uncompleted contracts
    (7,396 )     1,670  
     
Inventories
    (5,044 )     (1,558 )
     
Prepaid expenses and other current assets
    1,375       (1,231 )
   
Increase (decrease) in —
               
     
Accounts payable and accrued expenses and other non-current liabilities
    3,892       (19,784 )
     
Billings in excess of costs and estimated earnings on uncompleted contracts
    (7,974 )     855  
     
Other, net
    (648 )     164  
     
     
 
       
Net cash provided by operating activities
    68,507       37,292  
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Proceeds from sale of property and equipment
    556       213  
 
Additions of property and equipment
    (16,748 )     (4,853 )
 
Cash paid for acquisitions, net of cash acquired
    (965 )      
 
Notes receivable
    (16,796 )      
     
     
 
       
Net cash used in investing activities
    (33,953 )     (4,640 )
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Net borrowings (payments) under bank lines of credit
    (36,220 )      
 
Proceeds from other long-term debt
    629       914  
 
Payments on other long-term debt
    (2,864 )     (1,965 )
 
Issuances of stock, net of offering costs
    3,658       1,931  
 
Exercise of stock options
    265        
     
     
 
       
Net cash provided by (used in) financing activities
    (34,532 )     880  
     
     
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    22       33,532  
CASH AND CASH EQUIVALENTS, beginning of period
    6,287       27,901  
     
     
 
CASH AND CASH EQUIVALENTS, end of period
  $ 6,309     $ 61,433  
     
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
 
Cash paid for —
               
   
Interest
  $ 10,310     $ 5,741  
   
Income taxes, net of refunds
    622       (197 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
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. Quanta’s 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 Quanta’s 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 Quanta’s 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 Quanta’s 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 Quanta’s 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


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

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 customer’s access to capital, the customer’s 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 Quanta’s customers, several of them large public telecommunications carriers, have filed for bankruptcy or have been experiencing financial difficulties. Also, a number of Quanta’s 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 Quanta’s 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 Quanta’s 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 Quanta’s estimate change, the amount of Quanta’s 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


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

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, Quanta’s 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


Net income (loss) attributable to common stock
               
 
As reported
  $ (435,388 )   $ (2,734 )
 
As Adjusted — Basic
  $ (440,642 )   $ (7,321 )
 
As Adjusted — Diluted
  $ (440,642 )   $ (7,321 )
Earnings (loss) per share
               
 
As Reported — Basic
  $ (5.56 )   $ (0.04 )
 
As Adjusted — Basic
  $ (5.63 )   $ (0.08 )
 
As Reported — Diluted
  $ (5.56 )   $ (0.04 )
 
As Adjusted — Diluted
  $ (5.63 )   $ (0.08 )

      See Note 7 for additional discussion of the restricted stock issued under Quanta’s 2001 Stock Incentive Plan and the effects thereof.

6


 

QUANTA SERVICES, INC. AND SUBSIDIARIES

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