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Quanta Services Acquires Price Gregory Services, Incorporated
Earl C. 'Duke' Austin, Jr. Appointed President of Quanta's New Natural Gas and Pipeline Division
Press Release
Source: Quanta Services, Inc.
On Friday October 2, 2009, 6:00 am EDT
Buzz up! 0 Print.Companies:Quanta Services Inc.
HOUSTON, Oct. 2 /PRNewswire-FirstCall/ -- Quanta Services, Inc. (NYSE: PWR - News) today announced the closing on Oct. 1, 2009 of the acquisition of Price Gregory Services, Incorporated, a leading transmission pipeline infrastructure service provider. In connection with the acquisition, Quanta issued approximately 10.9 million shares of Quanta common stock and paid approximately $96 million in cash to the stockholders of Price Gregory Services.
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Symbol Price Change
PWR 21.19 0.00
{"s" : "pwr","k" : "c10,l10,p20,t10","o" : "","j" : ""} Building on Quanta's leadership role in the electric power transmission industry, the acquisition strongly positions Quanta as a leader in the North American energy transmission infrastructure market and will enable the company to take advantage of the positive long-term outlook for the natural gas and transmission pipeline industry.
In conjunction with the acquisition, Quanta has formed a new division called the Natural Gas and Pipeline Division and appointed Earl C. "Duke" Austin, Jr. president and Paul M. Daily executive vice president of this new division. Price Gregory Services will become part of this new division, and J. Thomas White will serve as president of Price Gregory Services with responsibility for its transmission pipeline operations and facility services. Historically, Quanta's revenues from natural gas operations were reported through the electric power and natural gas division.
"This strategic, financially compelling acquisition significantly expands the scale and scope of Quanta's existing natural gas infrastructure operations to better meet the long-term infrastructure requirements of the natural gas industry," said John R. Colson, chairman and CEO of Quanta Services. "Under the leadership and direction of Duke, Paul and Tom, we believe this division is strongly positioned to benefit from the substantial growth projected over the next decade as domestic natural gas plays a larger role in meeting our country's energy independence and clean energy goals.
"The acquisition of Price Gregory and promotion of these leaders support our philosophy to deliver value to our stockholders, quality services to our customers and growth opportunities for our employees. We welcome the Price Gregory team to our family of operating units."
Austin brings more than two decades of industry experience to this newly created position. Most recently, he served as president of North Houston Pole Line (NHPL), a Quanta Services company and one of the largest infrastructure contractors in the Southwest. Austin has been instrumental in the strategic growth of NHPL. Austin also serves on the Board of the Southwest Line Chapter of the National Electrical Contractors Association. Austin received a bachelor of arts in business management with an emphasis in accounting from Sam Houston State University.
In addition to his new position, Daily will continue as president of InfraSource Underground Services, LLC, a Quanta Services company. Daily brings more than 30 years experience in the management of domestic and international underground construction projects, particularly in the natural gas industry. In his various leadership positions, Daily's responsibilities included the strategic oversight of engineering, procurement and construction of electric power, oil, gas, telecommunication and waste water infrastructure. For nine years, Daily served as a commissioned officer in the U.S. Army. He received a bachelor of science with an emphasis in mechanical engineering and international economics from the United States Military Academy.
White previously served as president of Price Gregory International and chief operating officer of Price Gregory Services, Incorporated. He brings more than 40 years of pipeline experience to this position. Throughout his career, he has been responsible for the design, construction and testing of thousands of miles of pipelines both in the U.S. and in the Middle East. In addition to guiding all Price Gregory operations, White has served the Pipeline Contractors Association as president and a member of the board of directors, nominating committee and industry advancement fund, among other positions. He is a registered Professional Engineer and received a bachelor of science in civil engineering from Mississippi State University.
About Quanta Services
Quanta Services is a leading specialized contracting services company, delivering infrastructure network solutions for the electric power, natural gas, telecommunications and cable television industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide. Additionally, Quanta licenses point-to-point fiber optic telecommunications infrastructure in select markets and offers related design, procurement, construction and maintenance services. With operations throughout North America, Quanta has the manpower, resources and expertise to complete projects that are local, regional, national or international in scope.
Forward-Looking Statements
Statements about Quanta's and Price Gregory's outlook and all other statements in this release other than historical facts are forward-looking statements intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Quanta's and Price Gregory's control, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, statements regarding the new combined company and opportunities in the pipeline industry. There are a number of risks and uncertainties that could cause results to differ materially from those indicated by such forward-looking statements, including the failure of the natural gas industry to grow in the future and the timing of any such growth; the impact on the pipeline construction industry from various factors, such as the price of natural gas and oil, the demand for power generation from natural gas, the discovery and development of natural gas and oil resources and legislative developments affecting the energy industry overall; the effect on the businesses of Quanta and Price Gregory from the decline in economic and financial conditions; the failure to effectively integrate the combined operations and realize potential synergies such as cross-selling opportunities; the potential adverse impact to the businesses of the companies as a result of uncertainty surrounding the transaction, including the inability to retain key personnel; future regulatory or legislative actions that could adversely affect the companies; the ability to effectively compete for new projects and market share; and the potential adverse effect of other economic, business, and/or competitive factors on the combined companies or their respective businesses. These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Quanta's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 and its other filings with the Securities and Exchange Commission, which are available free of charge on the SEC's website at www.sec.gov and through Quanta's website at www.quantaservices.com. Quanta expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.
Quanta Contacts: Investor Contacts:
James Haddox, CFO Ken Dennard:
Reba Reid Kip Rupp:
DRG&E
OptionMonster
17 years ago
Quanta Services Reports Third Quarter Results
Diluted EPS from Continuing Operations Increased from $0.17 to $0.30
HOUSTON, Nov. 8 /PRNewswire-FirstCall/ -- Quanta Services, Inc. (NYSE: PWR) today announced results for the three and nine months ended September 30, 2007. On August 30, 2007, Quanta completed the acquisition of InfraSource Services, Inc. (InfraSource) through an all-stock merger. Therefore, these reported results of operations include the results of InfraSource for the month of September 2007 and are compared to the pre-merger historical results of Quanta for prior fiscal periods.
Revenues in the third quarter of 2007 were $655.9 million compared to revenues of $523.6 million in the third quarter of 2006. For the third quarter of 2007, income from continuing operations was $47.0 million or $0.30 per diluted share as compared to income from continuing operations of $22.3 million or $0.17 per diluted share for the third quarter of 2006. Included in income from continuing operations for the third quarter of 2007 is $17.9 million of income, or a benefit of $0.11 per diluted share, from the release of income tax contingencies due to the expiration of various statutes of limitations related to federal and state tax returns. This benefit was partially offset by $4.2 million or $0.02 per diluted share of amortization expense related to the intangible assets acquired in the InfraSource merger and $1.4 million or $0.01 per diluted share of integration expenses associated with the InfraSource merger.
'The third quarter was historic for Quanta as we completed the InfraSource acquisition and began the integration process,' said John R. Colson, chairman and chief executive officer of Quanta Services. 'Financial and operating results continue to be strong, assisted by a partial quarter contribution from InfraSource. Operating synergies are already being realized and our customers are recognizing the capabilities of the enhanced, combined company as demonstrated by the $750 million memorandum of understanding we recently signed with Northeast Utilities. We continue to feel confident about our prospects for double-digit revenue growth with improving margins in 2008.'
Revenues for the first nine months of 2007 were $1.78 billion compared to $1.52 billion for the first nine months of 2006. For the first nine months of 2007, the company reported income from continuing operations of $99.6 million or $0.70 per diluted share as compared to income from continuing operations of $47.4 million or $0.38 per diluted share for the first nine months of last year. In addition to the above items impacting income from continuing operations for the quarter, the first nine months of 2007 were favorably impacted by $15.3 million of income, or a benefit of $0.10 per diluted share, primarily due to the settlement of a multi-year audit by the Internal Revenue Service in the first quarter of 2007.
On August 31, 2007, Quanta sold the operating assets associated with the business of Environmental Professional Associates, Limited (EPA), a Quanta subsidiary. Quanta has presented EPA's income statement for the current and prior periods as a discontinued operation in the accompanying consolidated income statements. A gain of approximately $2.3 million, net of tax, was recorded in the three and nine months ended September 30, 2007 and included as income from a discontinued operation in the condensed consolidated income statement for such periods.
RECENT HIGHLIGHTS -
-- Expanded Relationship with Northeast Utilities to Strengthen
Transmission Grid - Quanta recently signed a memorandum of
understanding (MOU) with Northeast Utilities (NYSE: NU). The MOU
establishes the general framework for a contract under which Quanta
will provide transmission infrastructure services related to NU's
transmission build out. The contract intended by the MOU, which is
expected to be finalized by the end of the year, will be valued at
approximately $750 million starting in 2008 and extending through 2013.
-- Added Resources and Services Through Acquisition - In the third
quarter, Quanta completed the acquisition of InfraSource Services, Inc.
through an all-stock merger. As a result of the merger, InfraSource
became a wholly owned subsidiary of Quanta. The acquisition provides
Quanta with expanded tools and resources to build the infrastructure
required to meet the growing demand for electric power, gas and
telecommunications services. Specifically, the acquisition enhances the
company's engineering, distribution and transmission capabilities,
substation construction services, gas distribution capabilities and
industrial service offerings and adds a unique dark fiber leasing
business.
-- Strengthened Financial Flexibility - During the third quarter, Quanta
repaid the remaining $33.3 million balance of its 4.0% convertible
subordinated notes and $35.3 million of existing InfraSource debt, net
of cash acquired. Following these payments, Quanta ended the quarter
with $371.5 million of cash. In addition, Quanta amended its credit
facility with a syndicate of lenders led by Bank of America, N.A. The
amendment, which was completed last month, expands the company's senior
secured revolving credit facility to $475 million from $300 million and
extends the maturity date by more than one year to Sept. 19, 2012. The
amended facility also provides opportunities for lower pricing, more
flexible share and dividend repurchase options, and increased
investment capabilities.
OUTLOOK
The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential effects of any business combinations or divestitures that may be completed after September 30, 2007.
Quanta expects revenues for the fourth quarter of 2007 to range between $810 million and $840 million and diluted earnings per share from continuing operations to be from $0.11 to $0.12. Cash earnings per share, which represent diluted earnings per share from continuing operations before amortization and non-cash stock compensation expenses (both net of tax), are expected to be from $0.16 to $0.17. Amortization and non-cash stock compensation expenses are forecasted to be approximately $15.5 million. The purchase price allocation in connection with the InfraSource acquisition is preliminary and likely to change, particularly with respect to property and intangible asset values which may materially impact depreciation and amortization expenses. These estimates include approximately $10 million of anticipated emergency restoration revenues for the fourth quarter of 2007, versus $62 million of actual emergency restoration revenues in the fourth quarter of 2006.
Expected cash earnings per share is a non-GAAP measure, which is provided to enable the evaluation of future performance excluding the effects of items that management believes impact the comparability of operating results between periods.
Quanta Services has scheduled a conference call for November 8, 2007, at 9:30 a.m. Eastern time. To participate in the call, dial (303) 205-0033 at least 10 minutes before the conference call begins and ask for the Quanta Services conference call. Investors, analysts and the general public also will have the opportunity to listen to the conference call over the Internet by visiting the company's web site at www.quantaservices.com. To listen to the call live on the web, please visit the Quanta Services web site at least fifteen minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live webcast, an archive will be available shortly after the call on the company's website. A replay will also be available and may be accessed through November 15 by calling 303-590-3000 and using the pass code 11099733. For more information, please contact Karen Roan at DRG&E by calling (713) 529-6600.
Quanta Services is a leading specialized contracting services company, delivering infrastructure network solutions for the electric power, natural gas, telecommunications and cable television industries. The company's comprehensive services include engineering, designing, installing, repairing and maintaining network infrastructure nationwide. With operations in all 50 states and Canada, Quanta has the manpower, resources and expertise to complete projects that are local, regional, national or international in scope.
Forward-Looking Statements
This press release (and oral statements regarding the subjects of this release, including the conference call 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, projected revenues and earnings per share and other projections of financial and operating results, capital expenditures, growth in particular markets, benefits of the Energy Policy Act of 2005, statements relating to the intention and ability of the Quanta and Northeast Utilities to enter into definitive documentation that will encompass the general framework set forth in the non-binding MOU, the scope, services, term and results of any arrangements between Quanta and Northeast Utilities or any related projects, and Quanta's strategies and plans, 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 a variety of risks and uncertainties that are difficult to predict or beyond our control, including, among others, quarterly variations in operating results; adverse changes in economic conditions and trends in relevant markets; the ability to effectively compete for market share; potential failure of the Energy Policy Act of 2005 to result in increased spending on the electrical power transmission infrastructure; unexpected costs or unexpected liabilities that may arise from the merger with InfraSource Services, Inc.; the potential adverse impact as a result of the merger, including the inability to retain key personnel; the potential the ability to successfully identify, complete and integrate acquisitions, including InfraSource; estimates and assumptions in determining financial results; dependence on fixed price contracts and the potential to incur losses with respect to these contracts; the ability of the parties to negotiate and finalize definitive agreements with respect to the matters covered by the MOU; ability to obtain regulatory or other approvals or consents that may be necessary for the arrangement contemplated by the MOU or related projects; the failure to realize the anticipated value of the intended contract with Northeast Utilities; the financial distress of Quanta's casualty insurance carrier that may require payment for losses that would otherwise be insured; potential exposure to environmental liabilities; liabilities for claims that are self-insured or for claims that Quanta's casualty insurance carrier fails to pay; potential liabilities relating to occupational health and safety matters; estimates relating to the use of percentage-of-completion accounting; beliefs and assumptions about the collectibility of receivables; the inability of customers to pay for services; rapid technological and structural changes that could reduce the demand for services; the ability to obtain performance bonds; the successful performance and completion of contracts, including the contract intended by the MOU; cancellation provisions within contracts and the risk that contracts are not renewed or are replaced on less favorable terms; the ability to attract skilled labor and retention of key personnel and qualified employees; the impact of a unionized workforce on operations and the ability to complete future acquisitions; potential shortage of skilled employees; growth outpacing infrastructure; potential exposure to environmental liabilities; risks associated with operating in international markets; requirements relating to governmental regulation and changes thereto; the ability to continue to meet the requirements of the Sarbanes-Oxley Act of 2002; the cost of borrowing, availability of credit, debt covenant compliance and other factors affecting financing activities; the ability to generate internal growth; the adverse impact of goodwill impairments; the potential conversion of outstanding convertible subordinated notes; and other risks detailed in Quanta's Annual Report on Form 10-K for the year ended December 31, 2006, Quanta's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007 and any other documents of Quanta filed with the Securities and Exchange Commission (SEC). 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. You 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. 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 the company's web site at www.quantaservices.com or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at www.sec.gov.
- Tables to follow -
Quanta Services, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2007 and 2006
(In thousands, except per share information)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 2007 2006
Revenues $655,865 $523,606 $1,777,044 $1,524,403
Cost of services
(including
depreciation) 540,812 440,864 1,499,172 1,303,052
Gross profit 115,053 82,742 277,872 221,351
Selling, general &
administrative
expenses 59,816 44,768 155,793 132,988
Amortization of
intangible assets 4,868 91 6,332 272
Operating income 50,369 37,883 115,747 88,091
Interest expense (5,165) (5,736) (16,261) (21,414)
Interest income 5,389 4,297 15,341 10,312
Gain (loss) on early
extinguishment of
debt, net (11) - (11) 1,598
Other income (expense),
net (702) 59 (591) 387
Income from continuing
operations before
income tax provision 49,880 36,503 114,225 78,974
Provision for income
taxes 2,930 14,204 14,626 31,580
Income from continuing
operations 46,950 22,299 99,599 47,394
Income from
discontinued operation 2,371 124 2,791 547
Net income $49,321 $22,423 $102,390 $47,941
Basic earnings per share:
Income from continuing
operations $0.34 $0.19 $0.80 $0.41
Income from discontinued
operation $0.02 $ - $0.02 $ -
Net income $0.36 $0.19 $0.82 $0.41
Weighted average basic
shares outstanding 136,279 117,202 124,362 116,959
Diluted earnings per share:
Income from continuing
operations $0.30 $0.17 $0.70 $ 0.38
Income from discontinued
operation $0.01 $ - $0.02 $ -
Net income $0.31 $0.17 $0.72 $ 0.38
Weighted average
diluted shares
outstanding 167,869 148,534 155,828 141,939
The calculation of earnings per share is provided in the following table.
Quanta Services, Inc. and Subsidiaries
Calculation of Earnings Per Share
For the Three and Nine Months Ended September 30, 2007 and 2006
(In thousands, except per share information)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 2007 2006
Income for basic earnings
per share:
From continuing
operations $46,950 $22,299 $99,599 $47,394
From discontinued
operations 2,371 124 2,791 547
Net income $49,321 $22,423 $102,390 $47,941
Weighted average shares
outstanding for basic
earnings per share 136,279 117,202 124,362 116,959
Basic earnings per share:
From continuing operations $0.34 $0.19 $0.80 $0.41
From discontinued operation 0.02 - 0.02 -
Net income $0.36 $0.19 $0.82 $0.41
Income for diluted earnings
per share:
Income from continuing
operations $46,950 $22,299 $99,599 $47,394
Effect of convertible
subordinated notes
under the 'if-converted'
method - interest
expense addback, net
of taxes 3,198 3,198 9,596 6,689
Income from continuing
operations for diluted
earnings per share 50,148 25,497 109,195 54,083
Income from discontinued
operation 2,371 124 2,791 547
Net income for diluted
earnings per share $52,519 $25,621 $111,986 $54,630
Calculation of weighted
average shares for diluted
earnings per share:
Weighted average shares
outstanding for basic
earnings per share 136,279 117,202 124,362 116,959
Effect of dilutive stock
options and restricted
stock 939 681 815 743
Effect of convertible
subordinated notes under
the 'if-converted' method -
weighted convertible
shares issuable 30,651 30,651 30,651 24,237
Weighted average shares
outstanding for diluted
earnings per share 167,869 148,534 155,828 141,939
Diluted earnings per share:
From continuing operations $0.30 $0.17 $0.70 $0.38
From discontinued operation 0.01 - 0.02 -
Net income $0.31 $0.17 $0.72 $0.38
Quanta Services, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
September 30, December 31,
2007 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $371,470 $ 383,687
Accounts receivable, net 721,224 507,761
Costs and estimated earnings in excess of
billings on uncompleted contracts 63,264 36,113
Inventories 26,763 28,768
Prepaid expenses and other current assets 55,741 34,300
Total current assets 1,238,462 990,629
PROPERTY AND EQUIPMENT, net 503,474 276,789
ACCOUNTS AND NOTES RECEIVABLE, net 6,970 7,815
OTHER ASSETS, net 35,183 31,981
OTHER INTANGIBLES, net 167,840 1,448
GOODWILL, net 1,322,745 330,495
Total assets $ 3,274,674 $1,639,157
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $151 $34,845
Accounts payable 135,334 83,052
Accrued expenses 257,014 187,845
Billings in excess of costs and estimated
earnings on uncompleted contracts 45,342 28,714
Total current liabilities 437,841 334,456
CONVERTIBLE SUBORDINATED NOTES 413,742 413,750
DEFERRED INCOME TAXES AND OTHER
NON-CURRENT LIABILITIES 288,380 161,868
Total liabilities 1,139,963 910,074
STOCKHOLDERS' EQUITY 2,134,711 729,083
Total liabilities and stockholders' equity $3,274,674 $1,639,157
Contacts: James Haddox, CFO Ken Dennard / ksdennard@drg-e.com
Reba Reid Kip Rupp / krupp@drg-e.com
Quanta Services, Inc. DRG&E
713-629-7600 713-529-6600 / 404-872-6764
SOURCE Quanta Services, Inc.
Source: PR Newswire (November 8, 2007 - 6:01 AM EST)
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