Summary
This 2018 Form 10-K for Vertiv Holdings Co (VRT), filed in March 2019, primarily details the company's corporate governance, executive team, and related party transactions, as it was a newly formed SPAC at the time. The report confirms that disclosure controls and procedures were effective as of December 31, 2018. Notably, the company had no internal control report for financial reporting due to its transition period as a newly public entity. A significant point for investors is the Sponsor Commitment from GS Sponsor LLC, providing up to $2.0 million in liquidity for ordinary course expenses through June 2018, with no additional equity interest gained by the sponsor. The filing also highlights the experienced leadership team, including CEO David M. Cote, who has a strong background from Honeywell. It details the roles and affiliations of the Board of Directors and the committee structures (Audit, Compensation, Nominating & Corporate Governance), emphasizing the independence of key directors. A crucial aspect for investors to consider is the potential for conflicts of interest arising from the multiple affiliations of officers and directors, particularly those associated with Goldman Sachs, as they have fiduciary duties to other entities that could be presented with business opportunities before Vertiv.
Financial Highlights
40 data points| Revenue | $4.29B |
| Cost of Revenue | $2.87B |
| Gross Profit | $1.42B |
| R&D Expenses | $198.30M |
| SG&A Expenses | $1.22B |
| Interest Expense | $288.80M |
| Net Income | $5.03M |
| EPS (Basic) | $-2.65 |
| EPS (Diluted) | $-2.65 |
| Shares Outstanding (Basic) | 118.26M |
| Shares Outstanding (Diluted) | 118.26M |
Key Highlights
- 1Disclosure controls and procedures were evaluated as effective as of December 31, 2018.
- 2No management report on internal control over financial reporting was included due to the company's status as a newly public entity.
- 3GS Sponsor LLC committed to provide up to $2.0 million in liquidity for ordinary course expenses through June 12, 2020.
- 4The leadership team, including CEO David M. Cote, comprises experienced individuals with backgrounds in major corporations like Honeywell.
- 5The Board of Directors has three standing committees (Audit, Compensation, Nominating & Corporate Governance), with independent directors serving on each.
- 6Potential conflicts of interest exist due to officers' and directors' affiliations with other entities, notably Goldman Sachs, which may take precedence for business opportunities.
- 7Founder Shares are held primarily by GS DC Sponsor I LLC, David M. Cote, and GS Sponsor LLC, representing a significant portion of Class B common stock and influencing director elections.