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VRT · Vertiv Holdings

9 filings

10-K

VRT 10-K Annual Reports

Vertiv Holdings - 9 annual reports

Filing record · 2018–202610-K910-Q268-K115

2025
Vertiv Holdings Annual Report, Year Ended Dec 31, 2025
Vertiv Holdings Co (NYSE: VRT) closed fiscal 2025 with a strong year of growth and profitability. Net sales rose 27.7% to $10,229.9 million from $8,011.8 million, driven by higher volumes across products and services. Gross margin was broadly flat at 36.3% versus 36.6% as volume leverage and price realization were offset by cost inflation, particularly tariffs. Operating profit increased 33.8% to $1,829.7 million, and net income rose to $1,332.8 million, or $3.41 per diluted share, compared with $495.8 million in 2024, which had been depressed by a $449.2 million non-cash warrant revaluation loss. Operating cash flow reached $2,113.8 million, up 60.2%, supported by $339.3 million of working capital inflow and a large increase in customer deposits (deferred revenue rose to $1,814.7 million). The balance sheet strengthened, with cash and short-term investments of about $1,828 million against $2,913 million of gross debt. Backlog nearly doubled to approximately $15.0 billion from $7.2 billion, signaling strong forward demand tied to AI and high-density compute infrastructure. Vertiv also expanded through the $1,138.3 million net-cash acquisition of PurgeRite (liquid cooling services) and the roughly $200 million Great Lakes Data Racks acquisition, adding goodwill and intangibles that now represent about 32% of total assets. The Board raised the quarterly dividend to $0.0625 per share, and $2.4 billion remains under the $3.0 billion repurchase authorization, though no buybacks occurred in 2025. Investors should weigh the growth against key risks: customer concentration among hyperscalers and large colocation providers, which grants them increasing pricing and contract leverage; long-term fixed-price and turnkey project exposure; tariff and supply chain cost pressure; FX sensitivity; and a 2025 restructuring charge of $54.5 million. Management concluded internal control over financial reporting was effective, and the SEC's investigation into the company's 2022 public statements was closed without enforcement recommendation on December 30, 2025, though the securities class action and derivative suit remain pending.
Feb 13, 2026
2024
Vertiv Holdings Annual Report, Year Ended Dec 31, 2024
Vertiv (VRT) closed 2024 with net sales of $8,011.8 million, up 16.7% from $6,863.2 million in 2023, driven mainly by higher volumes in products and services and improved price realization. Gross margin expanded to 36.6% from 35.0%, and operating profit rose 56.8% to $1,367.4 million. Net income was $495.8 million, up 7.7%, but the increase was much smaller than operating profit growth because of a $449.2 million non-cash loss from the change in fair value of warrant liabilities, which was largely a mark-to-market result tied to the stock price and the December 2024 cashless exercise of the remaining private placement warrants. Income tax expense rose to $269.6 million, with an effective tax rate of 35.2%, reflecting a $633.4 million valuation allowance charge, partly offset by a $682.1 million benefit from non-U.S. tax holidays and incentives. Backlog reached $7.18 billion at year-end, up 30% from $5.53 billion, with management noting that customers are placing orders ahead of Vertiv's ability to fulfill them because of extended lead times. Operating cash flow improved to $1,319.3 million from $900.5 million, and year-end cash was $1.23 billion. Vertiv returned capital through $599.9 million of share repurchases and a dividend increase to $0.0375 per quarter. Debt was $2.9 billion, consisting of a $2,097.0 million term loan due 2027 and $850.0 million of 4.125% senior secured notes due 2028, with $784.9 million of undrawn ABL capacity. Investors should weigh the strong operating momentum against several risks: tariff exposure, supply chain cost pressure, concentration of large hyperscale customers with negotiating leverage, a securities class action and related derivative suits and SEC/DOJ inquiries, and a company that has disclosed material weaknesses in the past, although management concluded internal controls were effective as of December 31, 2024.
Feb 18, 2025
2023
Vertiv Holdings Annual Report, Year Ended Dec 31, 2023
Vertiv Holdings Co (NYSE: VRT) closed fiscal 2023 with a sharp earnings and cash flow inflection. Net sales rose 20.6% to $6,863.2M (from $5,691.5M), driven by higher volumes and price realization, with growth concentrated in the Americas (+40.9%). Gross margin expanded roughly 660 basis points to 35.0%, and operating profit more than tripled to $872.2M. Net income reached $460.2M (diluted EPS $1.19), though this was helped by a $157.9M non-cash loss on warrant liabilities being outweighed by a $103.4M valuation allowance release that drove an unusually low 13.8% effective tax rate. Operating cash flow swung to $900.5M from -$152.8M, aided by a $515.9M trade working capital improvement, and the company ended the year with $780.4M cash. The balance sheet strengthened meaningfully. Total debt was roughly $2.97B at year-end, and net debt fell substantially given the cash build. Backlog reached a record $5,526.7M (up 16%), with about $0.8B of the increase attributed to customers ordering ahead of supply-chain lead times. Management guided 2024 capital expenditures to $175M-$200M and launched a $3.0B share repurchase authorization through 2027, along with a quarterly dividend of $0.025 per share. The company also acquired CoolTera Ltd. to strengthen its liquid cooling offering for AI and high-density compute. Key risks for investors include a securities class action and parallel SEC subpoena and SDNY document request related to past statements on inflation and supply chain pressures, a Mexican customs dispute (about $10.1M accrued), a heavy reliance on large hyperscale and colocation customers with pricing pressure, and roughly $3.0B of goodwill and intangibles (about 38% of total assets). Management also disclosed that a warrant-related earnings volatility will continue while 5.27M private warrants remain outstanding. Internal controls were assessed as effective, with Ernst & Young issuing an unqualified opinion.
Feb 23, 2024
2022
Vertiv Holdings Annual Report, Year Ended Dec 31, 2022
Vertiv Holdings Co (NYSE: VRT) reported full-year 2022 net sales of $5,691.5 million, up 13.9% from $4,998.1 million in 2021, driven by higher volumes, the November 2021 E&I acquisition, and price realization of $365.0 million, partially offset by a roughly $252 million foreign currency headwind. Gross margin compressed to 28.4% from 30.5% as commodity, logistics, and supply chain costs outpaced pricing. Operating profit fell 14.0% to $223.4 million, and net income dropped 36.0% to $76.6 million. Diluted EPS was negative at $(0.04) because of a $90.9 million non-cash gain on warrant liabilities, which is excluded from underlying operating performance. The more important investor concern is cash flow. Operating cash flow turned negative at $(152.8) million versus $210.9 million in 2021, driven by $449.2 million of working capital consumption from receivables growth and inventory build. Backlog rose to $4,754.4 million from $3,191.0 million, which supports revenue visibility but also reflects extended lead times and customer orders placed ahead of fulfillment capacity. Management expects supply chain and inflationary pressures to persist into 2023 and plans working capital initiatives to reduce inventory. Balance sheet leverage is meaningful. Total debt principal was about $3.2 billion at year-end, including a $2,139.8 million term loan, $850.0 million of 4.125% senior secured notes due 2028, and $235.0 million drawn on the ABL revolver. Cash was $260.6 million. The company completed the Tax Receivable Agreement buyout ($100 million) in 2022, and it disclosed a securities class action filed in May 2022 tied to inflation and supply chain statements. Investors should weigh the strong demand and backlog from data center growth against margin pressure, negative operating cash flow, and rising interest expense of $147.3 million.
Feb 27, 2023
2021
Vertiv Holdings Annual Report, Year Ended Dec 31, 2021
Vertiv Holdings Co (NYSE: VRT) reported full-year 2021 net sales of $4,998.1 million, up 14.4% from $4,370.6 million in 2020, driven by demand gains across all three segments, favorable foreign currency (+$82.5 million), and the November 1, 2021 acquisition of E&I Engineering (contributing $67.4 million of sales since close). Gross margin compressed to 30.5% from 33.7% as commodity, logistics and supply chain costs rose faster than pricing, and SG&A rose 10% to $1,109.0 million, including $39.4 million of E&I acquisition costs and an $18.7 million litigation settlement. Net income swung to $119.6 million from a $327.3 million loss in 2020, but this was helped by a non-cash $59.2 million gain on the amended Tax Receivable Agreement and a $61.9 million warrant fair-value charge, so operating profit ($259.9 million, up 21.7%) is the cleaner indicator of underlying performance. Backlog rose sharply to approximately $3,191.0 million at December 31, 2021, up from $1,844.8 million a year earlier, with management attributing much of the increase to customers placing orders early amid supply constraints. Cash from operations was roughly flat at $210.9 million, while capital expenditures and the E&I purchase ($1,163.7 million in cash) were funded largely by an $850.0 million 4.125% Senior Secured Notes offering due 2028 and a term loan refinancing. Total debt stood at about $3.0 billion against $439.1 million of cash, and the company describes its ABL revolver as having $435.6 million of availability. Management reported that previously disclosed material weaknesses were remediated as of year-end 2021, with Ernst & Young issuing an unqualified opinion on internal controls (excluding E&I, which represented 28.7% of total assets). For investors, the key considerations are sustained demand in data center and communications end markets, the margin pressure from inflation in materials, freight and labor that management expects to persist through 2022, execution risk on integrating E&I, and the $100 million TRA repurchase payments due June and September 2022 that will eliminate the remaining TRA obligation to the Vertiv Stockholder. The Vertiv Stockholder, which owns about 10% of Class A shares, retains meaningful influence over governance.
Mar 1, 2022
2020-A
Vertiv Holdings Annual Report (Amendment), Year Ended Dec 31, 2020
Vertiv Holdings Co (NYSE: VRT) filed this Form 10-K/A (Amendment No. 1) on April 30, 2021 to restate its fiscal 2020 financial statements after the SEC's April 12, 2021 staff statement on SPAC warrants. The Public and Private Placement Warrants inherited from GS Acquisition Holdings Corp were reclassified from equity to liabilities at fair value. The restatement increased 2020 net loss by $143.7 million to $327.3 million (from $183.6 million as originally reported), increased total liabilities by $156.2 million, and reduced total equity by the same amount to $512.1 million. It has no impact on cash, liquidity, or cash flows from operations, investing, or financing. Operationally, 2020 net sales were $4,370.6 million, down 1.4% from $4,431.2 million, as COVID-19 weighed on the Americas, while Asia Pacific (+7.1%) and EMEA (+4.1%) grew. Gross margin improved to 33.7% from 32.8%, and SG&A fell 8.4% to $1,008.4 million. Reported EBIT was negative at $(104.2) million, driven by a $174.0 million loss on debt extinguishment, the $143.7 million warrant fair value charge, $251.8 million of other deductions (including restructuring), and $85 million in targeted annualized savings from a restructuring program. Operating cash flow improved to $208.9 million from $57.5 million, and year-end cash was $534.6 million. For investors, the central issues are the material weaknesses in IT general controls and control aggregation, which led management and Ernst & Young to conclude that internal control over financial reporting was not effective at December 31, 2020, along with ongoing warrant-driven earnings volatility and a leveraged balance sheet (roughly $2.18 billion term loan). The company also reports a $1.2 billion interest rate swap portfolio and a tax receivable agreement liability of about $155.6 million, payable to the Vertiv Stockholder (Platinum Equity affiliate), which owns roughly 22% of Class A shares.
Apr 30, 2021
2020
Vertiv Holdings Annual Report, Year Ended Dec 31, 2020
Vertiv Holdings Co (NYSE: VRT) filed its first 10-K as a public company covering fiscal 2020, following its February 7, 2020 business combination with GS Acquisition Holdings Corp (a SPAC). Net sales declined 1.4% to $4,370.6 million from $4,431.2 million, driven by COVID-19 impacts, with gross margin improving to 33.7% from 32.8% and SG&A falling 8.4% to $1,008.4 million. Reported results were a net loss of $183.6 million, which was wider than 2019's $140.8 million, largely because of a $174.0 million loss on debt extinguishment, $251.8 million in other deductions (including $73.9 million of restructuring charges), and $150.4 million of net interest expense. Operating cash flow improved sharply to $208.9 million from $57.5 million, and year-end cash was $534.6 million. The most important investor caveat is controls. Management and Ernst & Young both concluded internal control over financial reporting was not effective at December 31, 2020, citing two material weaknesses in general IT controls and in the aggregation of open control deficiencies. Disclosure controls were also deemed not effective. Vertiv also ceased to be an emerging growth company as of December 31, 2020, which brings additional compliance costs and auditor-related disclosure obligations. Balance-sheet and capital-structure items warrant attention as well: total debt was about $2.15 billion after the March 2020 refinancing into a $2.2 billion term loan due 2027, and the Tax Receivable Agreement liability is $155.6 million on a fair-value basis, with about $191.5 million of undiscounted expected payments to the Vertiv Stockholder (Platinum Equity affiliate, which holds about 22% of Class A shares). Backlog grew 31.6% to $1,844.8 million, which supports the outlook for 2021 revenue, although management notes backlog is not a reliable predictor of future revenue. Results were pressured by COVID-19, but the Asia Pacific segment grew 7.1% and EMEA grew 4.1%, offsetting a sharp 8.5% decline in Americas. Management has also launched an $85 million annualized cost-reduction program through 2023.
Mar 1, 2021
2019
Vertiv Holdings Annual Report, Year Ended Dec 31, 2019
This filing is an unusual 10-K for Vertiv Holdings Co (NYSE: VRT), formerly GS Acquisition Holdings Corp (GSAH), a special purpose acquisition company. The report covers GSAH's financial statements for the year ended December 31, 2019, which reflect only a blank-check shell with $707 million held in trust, while the business description, risk factors, and governance sections describe the combined company after the February 7, 2020 Business Combination with Vertiv Holdings, LLC. Investors should read the two halves separately: the financial statements show a shell that earned dividend income of $14.2 million and recorded net income of $4.4 million, whereas Vertiv's own operating results are not in this filing and appear only in the 8-K/A referenced in the explanatory note. Vertiv is a global provider of critical digital infrastructure, with 2019 revenue of $4,431.2 million (up from $4,285.6 million in 2018), roughly 50% from the Americas, 29% from Asia Pacific, and 21% from EMEA. Its year-end 2019 backlog was $1,401.2 million, down from $1,502.0 million, and it reported R&D spending of $198.3 million and net losses of $140.8 million in 2019 and $314.0 million in 2018. The business combination was valued at approximately $1.5 billion and was funded with $341.6 million of cash, 118.3 million newly issued Class A shares, and a $1.239 billion PIPE. Platinum Equity controls about 36% of the Class A stock, which gives it significant influence over the company. Balance sheet and capital structure changed materially at closing. Vertiv used roughly $1.47 billion of proceeds to repay prior term loans and asset-based revolver borrowings, and on March 2, 2020 it refinanced into new senior secured credit facilities, with about $2.3 billion of senior secured debt outstanding and $334 million of undrawn commitments. The company is an emerging growth company, has not yet paid dividends, and expects to initiate an annual $0.01 per share dividend. The filing also flags the emerging coronavirus outbreak as a risk, given Vertiv's significant China revenue and manufacturing exposure.
Mar 12, 2020
2018
Vertiv Holdings Annual Report, Year Ended Dec 31, 2018
This filing is not a conventional 10-K for an operating company. It is the Annual Report of GS Acquisition Holdings Corp (a blank check / SPAC sponsored by GS DC Sponsor I LLC, an affiliate of Goldman Sachs and David M. Cote), not Vertiv Holdings Co (VRT). The company is a shell with no operations or revenue. It completed a $690 million IPO of 69,000,000 units on June 12, 2018 (each unit: one Class A share and one-third of a warrant exercisable at $11.50), plus a $15.8 million private placement of 10,533,333 warrants. The proceeds, net of $24.15 million in deferred underwriting fees, are held in a trust account (about $696.2 million including $1.28 million of accrued dividends at year-end 2018), to be used for an initial business combination, targeted at the diversified industrial sector, within 24 months of closing (around June 2020). For 2018 the company reported net income of $5.03 million, driven by $7.41 million of dividend income on trust assets, offset by $1.04 million of G&A expenses and $1.34 million of income tax. Only $835,544 of cash sat outside the trust, and the company held a $2.0 million sponsor liquidity commitment (dated March 11, 2019) to cover ordinary-course expenses through June 12, 2020. Management concluded disclosure controls were effective. Investors should understand that the equity value here is essentially the trust balance, and the core risks are the outcome of the deal search, conflicts of interest with Goldman Sachs and Mr. Cote (who is restricted by a Honeywell non-compete through 2023), potential dilution, and the warrants expiring worthless if no deal closes. The filing also flags a conflict in the filing record itself: the Vertiv reference in the request does not match the document, which is a GS Acquisition Holdings 10-K. The analysis above reflects the document provided.
Mar 13, 2019