- Vertiv names Giordano Albertazzi as COO effective
immediately and as successor CEO effective January 1, 2023
- Reaffirms third quarter 2022 at lower end of guidance range,
adjusts fourth quarter 2022 guidance primarily for foreign
exchange
- Updates outlook for 2023 operating profit to $530 million -
$550 million and adjusted operating profit to $730 million - $750
million1
- Names Joseph DeAngelo to the Board of Directors
Vertiv (NYSE: VRT), a global provider of critical digital
infrastructure and continuity solutions, today announced that Rob
Johnson, Chief Executive Officer, will retire from his position as
CEO for health reasons effective December 31, 2022. Effective
immediately, Giordano Albertazzi, currently President, Americas,
has been appointed into the additional role of Chief Operating
Officer. Further, Albertazzi will succeed Johnson as CEO and as a
Director on the Board of Directors on January 1, 2023.
“It’s been a privilege serving as CEO of Vertiv and retiring is
one of the hardest decisions I have ever made,” commented Johnson.
“The decision was made easier though, knowing that Giordano is
fully prepared to take the helm at Vertiv. The progress we have
made in 2022 sets us up for a strong performance in 2023 under his
capable leadership. I am grateful to the Board of Directors, the
management team and all of Vertiv’s employees for their support
over the years and want to thank them, as well as Vertiv’s loyal
customer base.”
Dave Cote, Executive Chairman at Vertiv stated: “I want to thank
Rob for all he has done as CEO for six years, growing Vertiv into
the company it is today, and positioning it so well for growth in
the years to come. Rob has worked closely with Giordano over the
years, and we expect a seamless transition. I have no doubt
Giordano, with his 24 years of experience leading various aspects
of Vertiv’s business, is the right person to drive Vertiv forward.
The work he has done this year to transform the Americas region,
while not fully completed, has been impressive. His understanding
of the industry and what the business needs to operate effectively
for customers, investors and employees has proven invaluable.
Giordano successfully transformed EMEA from a low growth and low
margin region to a high growth and high margin region, tripling the
adjusted operating margin of EMEA to over 18% in a three-year
period ending in 2021.1 He has a proven track record of execution
and has my full confidence to lead Vertiv.”
“I’m honored and excited to have the opportunity to lead this
outstanding organization as we build on a strong foundation and
tackle the opportunities and challenges ahead,” said Albertazzi.
“My focus will be on continuing to execute on the strategy we have
in place to improve our operational performance and strengthen our
competitive position with the game-changing innovative offerings
that define Vertiv’s market leadership position. I look forward to
working closely with our leadership team and employees across all
of our businesses to serve our customers, enhance profitability and
create long-term value for all of our stakeholders.”
Vertiv Updates 2022 and 2023 Financial
Outlook
- Third quarter preliminary orders – adjusted for foreign
exchange – up 12% compared with prior year.
- Record backlog of $4.7 billion as of the end of August, a 46%
increase since the end of 2021.
- Reaffirms third quarter 2022 guidance range but anticipates
being at the lower end of the range previously provided, primarily
due to foreign exchange headwinds.
- Revises fourth quarter 2022 adjusted operating profit guidance
range to $220 million to $240 million1, primarily due to foreign
exchange headwinds.
- Updates 2023 adjusted operating profit outlook to a range of
$730 million to $750 million.
Vertiv provided an update on its third and fourth quarter 2022
outlook. Preliminary order growth in third quarter was 12%,
adjusted for foreign exchange, compared to prior year and backlog
was at a record high at the end of August 2022. Third quarter
guidance is reaffirmed at the lower end of the previous guidance
range primarily due to foreign exchange headwinds. Fourth quarter
adjusted operating profit guidance has been revised to $220 million
to $240 million – down $22.5 million at the mid-point of the range–
primarily driven by foreign exchange.1 Price realization,
qualification of new suppliers, and the start-up of Vertiv’s new
manufacturing facility in Mexico remain on-track and consistent
with prior expectations. Our August earnings release included a
preliminary outlook for 2023 full year adjusted operating profit of
approximately 50% higher than our previous 2022 adjusted operating
profit guidance. We are updating that guidance for 2023 full year
adjusted operating profit to a dollar range of $730 million to $750
million.
Dave Cote, Vertiv’s Executive Chairman, added: “Despite
substantial volatility in global markets, I continue to be
encouraged by the operating progress being made at Vertiv. We
remain on track to deliver a strong second half of the year
including an expected all-time record high sales and adjusted
operating profit in fourth quarter, even with the strong foreign
exchange headwinds. This quarterly earnings profile is consistent
with what we outlined for the year back in February and positions
us well for delivering a strong 2023. I am very encouraged by the
substantial progress achieved in the Americas region this year.
There is still work to do, of course, but this has been a game
changer for us.”
Vertiv Names Joseph DeAngelo to Board
of Directors
Vertiv also announced the appointment of Joseph DeAngelo to its
Board of Directors. Mr. DeAngelo will serve on the Nominating and
Corporate Governance and the Compensation Committees of the Board.
Mr. DeAngelo brings extensive financial and management experience
and expands the Board of Directors to eleven members.
Mr. DeAngelo served as president and chief executive officer of
HD Supply Holdings, Inc. (NASDAQ: HDS) from 2005, and chairman of
the Board from 2015, until HDS was acquired by Home Depot (NYSE:
HD) in 2020. Mr. DeAngelo previously served in various executive
positions at Home Depot from 2004 until 2007. Prior to that, he
served as executive vice president of The Stanley Works, a tool
manufacturing company, from 2003 through 2004. From 1986 until
2003, Mr. DeAngelo held various positions with GE. His final
position with GE was president and chief executive officer of
General Electric TIP/Modular Space, a division of General Electric
Capital. Mr. DeAngelo holds a bachelor's degree in accounting and
economics from the State University of New York at Albany.
“We are pleased to welcome Joe to our Board where his extensive
financial experience and demonstrated leadership managing large
enterprises provides a valuable perspective and complements the
successful backgrounds of our current board members,” said Dave
Cote, Executive Chairman of the Vertiv Board of Directors. “I first
worked with Joe twenty-five years ago. His performance was
impressive then and is even more impressive today. The HD Supply
transformation he drove is a wonderful example of his stellar
performance over an incredible career. We anticipate that Joe’s
vision, guided by his successful track record, will be incredibly
beneficial as we continue to expand our leadership position in the
critical digital infrastructure space.”
Vertiv’s management team will discuss the Company’s quarter
and year-to-date results during a conference call on Wednesday,
October 26. The Company is currently in its earnings quiet period
and will not provide further discussion or commentary until after
earnings for the third quarter 2022 have been released.
(1)
This release contains certain non-GAAP
metrics. For reconciliations to the relevant GAAP measures and an
explanation of the non-GAAP measures and reasons for their use,
please refer to section of this release entitled “Reconciliation of
GAAP and non-GAAP Financial Measures.”
About Vertiv
Vertiv (NYSE: VRT) brings together hardware, software, analytics
and ongoing services to ensure its customers’ vital applications
run continuously, perform optimally and grow with their business
needs. Vertiv solves the most important challenges facing today’s
data centers, communication networks and commercial and industrial
facilities with a portfolio of power, cooling and IT infrastructure
solutions and services that extends from the cloud to the edge of
the network. Headquartered in Columbus, Ohio, USA, Vertiv employs
approximately 24,000 people and does business in more than 130
countries. For more information, and for the latest news and
content from Vertiv, visit Vertiv.com.
Cautionary Note Concerning
Forward-Looking Statements
This news release, and other statements that Vertiv may make in
connection therewith, may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to Vertiv’s future financial or business performance,
strategies or expectations, and as such are not historical facts.
This includes, without limitation, statements regarding Vertiv’s
financial position, capital structure, indebtedness, business
strategy and plans and objectives of Vertiv management for future
operations, as well as statements regarding growth, anticipated
demand for our products and services and our business prospects
during 2022, as well as expected impacts from our pricing actions,
and our guidance for third quarter, fourth quarter and full year
2022. These statements constitute projections, forecasts and
forward-looking statements, and are not guarantees of performance.
Vertiv cautions that forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. Such statements can be identified by the fact that they do
not relate strictly to historical or current facts. When used in
this news release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “strive,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
The forward-looking statements contained in this release are
based on current expectations and beliefs concerning future
developments and their potential effects on Vertiv. There can be no
assurance that future developments affecting Vertiv will be those
that Vertiv has anticipated. Vertiv undertakes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond Vertiv’s control) or other assumptions
that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking
statements. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. Vertiv has previously
disclosed risk factors in its Securities and Exchange Commission
(“SEC”) reports, including those set forth in the 2021 Form 10-K.
These risk factors and those identified elsewhere in this release,
among others, could cause actual results to differ materially from
historical performance and include, but are not limited to: risks
relating to the continued growth of Vertiv’s customers’ markets;
disruption of Vertiv’s customers’ orders or Vertiv’s customers’
markets; less favorable contractual terms with large customers;
risks associated with governmental contracts; failure to mitigate
risks associated with long-term fixed price contracts; competition
in the infrastructure technologies industry; failure to obtain
performance and other guarantees from financial institutions;
failure to realize sales expected from Vertiv’s backlog of orders
and contracts; failure to properly manage Vertiv’s supply chain or
difficulties with third-party manufacturers; our ability to
forecast changes in prices, including due to inflation in material,
freight and/or labor costs, and timely implement measures necessary
to mitigate the impacts of any such changes; risks associated with
our significant backlog, including that the impacts of any measures
taken to mitigate inflation will not be reflected in our financial
statements immediately; failure to meet or anticipate technology
changes; risks associated with information technology disruption or
security; risks associated with the implementation and enhancement
of information systems; failure to realize the expected benefit
from any rationalization, restructuring and improvement efforts;
Vertiv’s ability to realize cost savings in connection with
Vertiv’s restructuring program; disruption of, or changes in,
Vertiv’s independent sales representatives, distributors and
original equipment manufacturers; changes to tax law; ongoing tax
audits; costs or liabilities associated with product liability; the
global scope of Vertiv’s operations; risks associated with Vertiv’s
sales and operations in emerging markets; risks associated with
future legislation and regulation of Vertiv’s customers’ markets
both in the U.S. and abroad; Vertiv’s ability to comply with
various laws and regulations, and the costs associated with legal
compliance; adverse outcomes to any legal claims and proceedings
filed by or against Vertiv; risks associated with current or
potential litigation or claims against Vertiv; Vertiv’s ability to
protect or enforce its proprietary rights on which its business
depends; third-party intellectual property infringement claims;
liabilities associated with environmental, health and safety
matters, including risks associated with the COVID-19 pandemic;
failure to realize the value of goodwill and intangible assets;
exposure to fluctuations in foreign currency exchange rates;
exposure to increases in interest rates set by central banking
authorities; failure to maintain internal controls over financial
reporting; the unpredictability of Vertiv’s future operational
results, including the ability to grow and manage growth
profitably; potential net losses in future periods; Vertiv’s level
of indebtedness and the ability to incur additional indebtedness;
Vertiv’s ability to comply with the covenants and restrictions
contained in our credit agreements including restrictive covenants
that restrict operational flexibility; Vertiv's ability to comply
with the covenants and restrictions contained in our credit
agreements that is not fully within our control; Vertiv’s ability
to access funding through capital markets; the significant
ownership and influence certain stockholders have over Vertiv;
risks associated with Vertiv’s obligations to pay portions of the
tax benefits relating to pre-business combination tax assets and
attributes; resales of Vertiv's securities may cause volatility in
the market price of our securities; Vertiv's organizational
documents contain provisions that may discourage unsolicited
takeover proposals; Vertiv's certificate of incorporation includes
a forum selection clause, which could discourage or limit
stockholders’ ability to make a claim against it; the ability of
Vertiv's subsidiaries to pay dividends; volatility in Vertiv's
stock price due to various market and operational factors; risks
associated with the failure of industry analysts to provide
coverage of Vertiv's business or securities; the ability of Vertiv
to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; factors relating to the business, operations and
financial performance of Vertiv and its subsidiaries, including:
global economic weakness and uncertainty; Vertiv’s ability to
attract, train and retain key members of its leadership team and
other qualified personnel; the adequacy of Vertiv’s insurance
coverage; a failure to benefit from future acquisitions; risks
associated with Vertiv’s limited history of operating as an
independent company; and other risks and uncertainties indicated in
Vertiv’s SEC reports or documents filed or to be filed with the SEC
by Vertiv.
Forward-looking statements included in this news release speak
only as of the date of this news release or any earlier date
specified for such statements. All subsequent written or oral
forward-looking statements attributable to Vertiv or persons acting
on Vertiv’s behalf may be qualified in their entirety by this
Cautionary Note Concerning Forward-Looking Statements.
Vertiv Holdings Co Reconciliation of
GAAP and non-GAAP Financial Measures
This release contains certain non-GAAP measures. Management uses
non-GAAP financial measures in making financial, operating,
compensation and planning decisions and in evaluating the company's
performance. Disclosing these non-GAAP financial measures allows
investors and management to view our operating results excluding
the impact of items that are not reflective of the underlying
operating performance.
“Adjusted operating margin” represents adjusted operating profit
(loss) divided by net sales.
“Adjusted operating profit (loss)” represents operating profit
(loss), adjusted to exclude amortization of intangibles.
Reconciliation of operating profit
(loss) to adjusted operating profit (loss)
$ millions at midpoint of range
Fourth Quarter
Full Year
2022
2023
GAAP
$
180
$
540
Intangible amortization
50
200
Non-GAAP Adjusted
$
230
$
740
EMEA Regional Segment Results (in
millions)
EMEA
Full Year 2021
Net Sales
$
1,201.7
Adjusted Operating Profit
$
217.6
Adjusted Operating Profit Margin
18.1
%
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221002005085/en/
Peter Poulos T +646-284-4991 E peter.poulos@fleishman.com
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