vrt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March 31, 2025

☐ 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. 001-38518

Vertiv Holdings Co

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

81-2376902

(I.R.S Employer

Identification No.)

505 N. Cleveland Ave., Westerville, Ohio 43082

(Address of principal executive offices including zip code)

614-888-0246

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 21, 2025, there were 381,105,178 shares of the Company’s Class A common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

Page

Part I - Financial Information

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings (Loss)

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II - Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)


	Three months ended March 31, 2025		Three months ended March 31, 2024
Net sales
Net sales - products	$	1,649.7	$	1,270.3
Net sales - services	386.3		368.8
Net sales	2,036.0		1,639.1
Costs and expenses
Cost of sales - products	1,112.1		846.3
Cost of sales - services	237.4		226.4
Cost of sales	1,349.5		1,072.7
Operating expenses
Selling, general and administrative expenses	346.3		314.0
Amortization of intangibles	46.0		46.0
Restructuring costs	1.1		0.3
Foreign currency (gain) loss, net	2.6		3.2

Other operating expense (income)	(0.2)		0.3
Operating profit (loss)	290.7		202.6
Interest expense, net	25.3		39.0

Change in fair value of warrant liabilities	—		176.6
Income (loss) before income taxes	265.4		(13.0)
Income tax expense (benefit)	100.9		(7.1)
Net income (loss)	$	164.5	$	(5.9)

Earnings (loss) per share:
Basic	$	0.43	$	(0.02)
Diluted	$	0.42	$	(0.02)
Weighted-average shares outstanding:
Basic	380,845,511		379,135,184
Diluted	390,109,650		379,135,184

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)


	Three months ended March 31, 2025		Three months ended March 31, 2024
Net income (loss)	$	164.5	$	(5.9)
Other comprehensive income (loss), net of tax:
Foreign currency translation	77.1		(43.2)
Interest rate swaps	(9.7)		6.3

Foreign currency exchange forwards	6.2		2.6
Other comprehensive income (loss), net of tax	73.6		(34.3)
Comprehensive income (loss)	$	238.1	$	(40.2)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,467.3	$	1,227.6
Accounts receivable, less allowances of $23.1 and $22.4, respectively	2,310.5		2,362.7
Inventories	1,383.5		1,244.4
Other current assets	300.4		267.1
Total current assets	5,461.7		5,101.8
Property, plant and equipment, net	637.4		625.1
Other assets:
Goodwill	1,339.8		1,321.1
Other intangible assets, net	1,462.7		1,487.1
Deferred income taxes	269.2		303.3
Right-of-use assets, net	203.7		202.1
Other	76.6		92.0
Total other assets	3,352.0		3,405.6
Total assets	$	9,451.1	$	9,132.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	21.0	$	21.0

Accounts payable	1,407.1		1,316.4
Deferred revenue	1,095.1		1,063.3
Accrued expenses and other liabilities	534.2		612.6
Income taxes	126.6		83.7
Total current liabilities	3,184.0		3,097.0
Long-term debt, net	2,904.1		2,907.2
Deferred income taxes	238.4		240.3

Long-term lease liabilities	172.2		171.4
Other long-term liabilities	286.0		282.3
Total liabilities	6,784.7		6,698.2
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.0001 par value, 700,000,000 shares authorized, 381,001,144 and 380,703,974 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	—		—

Additional paid-in capital	2,829.6		2,821.4
Accumulated deficit	(88.0)		(238.3)
Accumulated other comprehensive income (loss)	(75.2)		(148.8)
Total equity	2,666.4		2,434.3
Total liabilities and equity	$	9,451.1	$	9,132.5

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

VERTIV HOLDINGS CO

(Dollars in millions)


	Three months ended March 31, 2025		Three months ended March 31, 2024
Cash flows from operating activities:
Net income (loss)	$	164.5	$	(5.9)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation	22.9		19.8
Amortization	48.7		48.9
Deferred income taxes	33.3		(7.6)
Amortization of debt discount and issuance costs	2.2		2.1

Change in fair value of warrant liabilities	—		176.6

Changes in operating working capital	(4.8)		(99.7)
Stock-based compensation	11.2		9.2
Other	25.3		(5.9)
Net cash provided by (used for) operating activities	303.3		137.5
Cash flows from investing activities:
Capital expenditures	(36.5)		(35.8)
Investments in capitalized software	(2.3)		(0.7)


Net cash provided by (used for) investing activities	(38.8)		(36.5)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility and short-term borrowings	—		190.0
Repayments of ABL revolving credit facility and short-term borrowings	—		(190.0)
Repayment of long-term debt	(5.3)		(5.3)




Dividend payment	(14.2)		(9.3)
Repurchase of common stock	—		(599.9)
Exercise of employee stock options	1.3		14.4
Employee taxes paid from shares withheld	(6.7)		(3.0)
Net cash provided by (used for) financing activities	(24.9)		(603.1)
Effect of exchange rate changes on cash and cash equivalents	4.3		(6.0)
Increase (decrease) in cash, cash equivalents and restricted cash	243.9		(508.1)
Beginning cash, cash equivalents and restricted cash	1,232.2		788.6
Ending cash, cash equivalents and restricted cash	$	1,476.1	$	280.5
Changes in operating working capital
Accounts receivable	$	81.6	$	9.9
Inventories	(128.6)		(106.5)
Other current assets	(29.5)		(31.7)
Accounts payable	86.5		9.8
Deferred revenue	23.4		100.0
Accrued expenses and other liabilities	(79.6)		(68.5)
Income taxes	41.4		(12.7)
Total changes in operating working capital	$	(4.8)	$	(99.7)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

VERTIV HOLDINGS CO

(Dollars in millions)


	Common Share Capital			Treasury Share Capital
	Shares	Amount		Treasury Stock	Amount		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2023	381,788,876	$	—	—	$	—	$	2,711.3	$	(691.9)	$	(4.5)	$	2,014.9
Net income (loss)	—	—		—	—		—		(5.9)		—		(5.9)
Exercise of employee stock options	1,109,113	—		—	—		14.4		—		—		14.4
Stock-based compensation, net of withholding for tax(1)	102,833	—		—	—		17.3		—		—		17.3
Employee 401K match with Vertiv stock	44,968	—		—	—		2.2		—		—		2.2
Dividend	—	—		—	—		—		(9.3)		—		(9.3)
Repurchase of common stock	(9,076,444)	—		9,076,444	(605.9)		—		—		—		(605.9)
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		(34.3)		(34.3)
Balance at March 31, 2024	373,969,346	$	—	9,076,444	$	(605.9)	$	2,745.2	$	(707.1)	$	(38.8)	$	1,393.4

Balance at December 31, 2024	380,703,974	$	—	—	$	—	$	2,821.4	$	(238.3)	$	(148.8)	$	2,434.3
Net income (loss)	—	—		—	—				164.5		—		164.5
Exercise of employee stock options	109,017	—		—	—		1.3		—		—		1.3
Stock-based compensation activity, net of shares withheld for tax(2)	169,340	—		—	—		4.5		—		—		4.5
401K match with Vertiv stock	18,813	—		—	—		2.4		—		—		2.4

Dividend	—	—		—	—		—		(14.2)		—		(14.2)
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		73.6		73.6
Balance at March 31, 2025	381,001,144	$	—	—	$	—	$	2,829.6	$	(88.0)	$	(75.2)	$	2,666.4

(1)Net stock compensation activity includes 146,095 vested shares offset by 43,262 shares withheld for taxes valued at $3.0, stock-based compensation of $9.2, and employee incentive compensation of $11.1 awarded in fully vested shares.

(2)Net stock compensation activity includes 239,098 vested shares offset by 69,758 shares withheld for taxes valued at $6.7 and stock-based compensation of $11.2.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Vertiv Holdings Co

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except per share amounts)

(1) DESCRIPTION OF BUSINESS

Vertiv Holdings Co (“Holdings Co”, and together with its majority-owned subsidiaries, “Vertiv”, “we”, “our”, or “the Company”), formerly known as GS Acquisition Holdings Corp (“GSAH”), provides mission-critical digital infrastructure technologies and life cycle services primarily for data centers, communication networks, and commercial and industrial environments. Vertiv’s offerings include AC and DC power management products, switchgear and busbar products, thermal management products, integrated rack systems, modular solutions, management systems for monitoring and controlling digital infrastructure, and service. Vertiv manages and reports results of operations for three business segments: Americas; Asia Pacific; and Europe, Middle East & Africa.

(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its subsidiaries in which the Company has a controlling interest. Investments in joint ventures and 20% to 50% owned affiliates where Vertiv has the ability to exert significant influence are accounted for under the equity method. Vertiv has no significant equity method investments during the periods presented. These unaudited condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. The presentation of certain prior period amounts have been reclassed to conform with current year presentation.

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Results for these interim periods are not necessarily indicative of results to be expected for the full year due to, among other reasons, the continued uncertainty of general economic conditions that have impacted, and may continue to impact, the Company's sales channels, supply chain, manufacturing operations, workforce, or other key aspects of the Company’s operations.

The notes included herein should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.

Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07: Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. This ASU provides amendments by requiring disclosure of incremental segment information on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has expanded our current segment information in accordance with this standard, refer to "Note 10 - Segment Information".

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740) Improvements to Income Tax Disclosures. This ASU provides amendments that require entities to annually disclose specific rate reconciliation categories, additional details for significant reconciling items exceeding 5%, and comprehensive breakdowns of income taxes paid by jurisdiction. The amendments are effective in fiscal years beginning after December 15, 2024. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements.

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In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU provides amendments that require entities to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements.

(3) REVENUE

The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Disaggregation of Revenues

The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control:


	Three months ended March 31, 2025
	Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering:
Products	$	958.3	$	333.8	$	319.0	$	1,611.1
Services & spares	227.0		113.4		84.5		424.9
Total	$	1,185.3	$	447.2	$	403.5	$	2,036.0

Timing of Revenue Recognition:
Products and services transferred at a point in time	$	973.7	$	336.1	$	295.2	$	1,605.0
Products and services transferred over time	211.6		111.1		108.3		431.0
Total	$	1,185.3	$	447.2	$	403.5	$	2,036.0


	Three months ended March 31, 2024
	Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering:
Products	$	716.1	$	224.0	$	297.3	$	1,237.4
Services & spares	208.9		108.3		84.5		401.7
Total	$	925.0	$	332.3	$	381.8	$	1,639.1

Timing of Revenue Recognition:
Products and services transferred at a point in time	$	682.0	$	225.4	$	206.1	$	1,113.5
Products and services transferred over time	243.0		106.9		175.7		525.6
Total	$	925.0	$	332.3	$	381.8	$	1,639.1

The opening and closing balances of current and long-term deferred revenue as of March 31, 2025 and December 31, 2024 were as follows:


	Balances at March 31, 2025		Balances at December 31, 2024
Deferred revenue - current	$	1,095.1	$	1,063.3
Deferred revenue - noncurrent (1)

SEC Form 10-Q filed by Vertiv Holdings LLC