10-QPeriod: Q1 FY2019

Vertiv Holdings Co Quarterly Report for Q1 Ended Mar 31, 2019

Filed May 8, 2019For Securities:VRT

Summary

Vertiv Holdings Co (VRT), operating as a blank check company (GS Acquisition Holdings Corp.) at the time of this May 2019 filing, is focused on identifying and completing an Initial Business Combination. The company reported a net income of $2.7 million for the first quarter of 2019, primarily driven by dividend income, a significant improvement from a negligible loss in the prior year period. This positive net income is not reflective of operational profits but rather the financial positioning of a SPAC awaiting its target acquisition. Liquidity remains strong, with approximately $632,698 in cash and cash equivalents held outside the Trust Account and $690 million held within the Trust Account in money market funds as of March 31, 2019. The company anticipates sufficient funds to cover pre-acquisition operating expenses, supported by a commitment from GS Sponsor LLC for up to $2.0 million in liquidity if needed. The deferred underwriting discount of $24.15 million will be paid upon the successful completion of an Initial Business Combination, which remains the primary objective and a key determinant of the company's future financial structure.

Financial Highlights

34 data points
Beta

Revenue

$1.05B

32.9% Gross Margin

Net Income

-$74.30M

-7.0% Net Margin

EPS (Diluted)

$-0.63

Total Assets

$700.88M

Cash & Equivalents

$633K

Free Cash Flow

-$44.40M

Financial Statements
Beta
Revenue$1.05B
Cost of Revenue$707.60M
Gross Profit$347.20M
SG&A Expenses$286.40M
Interest Expense$77.80M
Net Income-$74.30M
EPS (Basic)$-0.63
EPS (Diluted)$-0.63
Shares Outstanding (Basic)118.26M
Shares Outstanding (Diluted)118.26M

Key Highlights

  • 1The company, GS Acquisition Holdings Corp., is a SPAC actively seeking an Initial Business Combination.
  • 2Reported net income of $2.7 million for Q1 2019, primarily from investment income, a significant increase from a loss in Q1 2018.
  • 3Strong liquidity position with $632,698 in cash outside the Trust Account and $690 million within the Trust Account as of March 31, 2019.
  • 4Deferred underwriting fees of $24.15 million are contingent upon the completion of a business combination.
  • 5No material market or interest rate risk exposure as of March 31, 2019, due to short-term investments in money market funds.
  • 6Disclosure controls and procedures were deemed effective by management.
  • 7No off-balance sheet arrangements or long-term contractual obligations (excluding the administrative support agreement and deferred underwriting fees).

Frequently Asked Questions

As of the May 2019 filing, Vertiv Holdings Co. was operating as a Special Purpose Acquisition Company (SPAC) under the name GS Acquisition Holdings Corp. Its primary objective was to identify and complete an Initial Business Combination with an operating business.

The net income of $2.7 million for the three months ended March 31, 2019, was primarily derived from dividends earned on its investments, not from operational business activities. The company's activities were limited to identifying and evaluating prospective acquisition targets.

The company is funded by the proceeds from its June 2018 Initial Public Offering and a concurrent private placement of warrants. As of March 31, 2019, it held approximately $632,698 in cash outside its Trust Account and $690 million within the Trust Account, invested in money market funds. A commitment from GS Sponsor LLC also provides potential liquidity of up to $2.0 million for ordinary course expenses.

The most significant upcoming financial commitment is the payment of $24.15 million in deferred underwriting discounts, which will be paid to the underwriters upon the successful completion of an Initial Business Combination. The company also pays $10,000 per month for administrative support services, which will cease upon completion of a business combination or liquidation.