Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 22, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38518 | |
Entity Registrant Name | Vertiv Holdings Co | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-2376902 | |
Entity Address, Address Line One | 505 N. Cleveland Ave. | |
Entity Address, City or Town | Westerville | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43082 | |
City Area Code | 614 | |
Local Phone Number | 888-0246 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | VRT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 374,344,987 | |
Entity Central Index Key | 0001674101 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net sales | ||
Net sales | $ 1,639.1 | $ 1,521.1 |
Costs and expenses | ||
Cost of sales | 1,072.7 | 1,025.6 |
Operating expenses | ||
Selling, general and administrative expenses | 314 | 308.7 |
Amortization of intangibles | 46 | 45.2 |
Restructuring costs | 0.3 | 13.1 |
Foreign currency (gain) loss, net | 3.2 | 3.1 |
Other operating expense (income) | 0.3 | (4.9) |
Operating profit (loss) | 202.6 | 130.3 |
Interest expense, net | 39 | 46.8 |
Change in fair value of warrant liabilities | 176.6 | (4.2) |
Income (loss) before income taxes | (13) | 87.7 |
Income tax expense (benefit) | (7.1) | 37.4 |
Net income (loss) | $ (5.9) | $ 50.3 |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ (0.02) | $ 0.13 |
Diluted (in dollars per share) | $ (0.02) | $ 0.12 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 379,135,184 | 378,129,786 |
Diluted (in shares) | 379,135,184 | 381,683,511 |
Products | ||
Net sales | ||
Net sales | $ 1,270.3 | $ 1,186.5 |
Costs and expenses | ||
Cost of sales | 846.3 | 819.5 |
Services | ||
Net sales | ||
Net sales | 368.8 | 334.6 |
Costs and expenses | ||
Cost of sales | $ 226.4 | $ 206.1 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income (loss) | $ (5.9) | $ 50.3 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | (43.2) | 41.4 |
Pension | 0 | (0.2) |
Other comprehensive income (loss), net of tax | (34.3) | 27.3 |
Comprehensive income (loss) | (40.2) | 77.6 |
Interest rate swaps | ||
Other comprehensive income (loss), net of tax: | ||
Interest rate swaps and foreign currency exchange forwards | 6.3 | (13.9) |
Foreign currency exchange forwards | ||
Other comprehensive income (loss), net of tax: | ||
Interest rate swaps and foreign currency exchange forwards | $ 2.6 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 275.8 | $ 780.4 |
Accounts receivable, less allowances of $31.6 and $29.1, respectively | 2,097.1 | 2,118.1 |
Inventories | 987.1 | 884.3 |
Other current assets | 271.8 | 218.7 |
Total current assets | 3,631.8 | 4,001.5 |
Property, plant and equipment, net | 565.3 | 560.1 |
Other assets: | ||
Goodwill | 1,322.8 | 1,330.3 |
Other intangible assets, net | 1,615.9 | 1,672.9 |
Deferred income taxes | 159.3 | 159.8 |
Right-of-use assets, net | 185.1 | 173.5 |
Other | 111.2 | 100.4 |
Total other assets | 3,394.3 | 3,436.9 |
Total assets | 7,591.4 | 7,998.5 |
Current liabilities: | ||
Current portion of long-term debt | 21.2 | 21.8 |
Current portion of warrant liabilities | 371.6 | 0 |
Accounts payable | 983.7 | 986.4 |
Deferred revenue | 735 | 638.9 |
Accrued expenses and other liabilities | 541.8 | 611.8 |
Income taxes | 56.6 | 46.5 |
Total current liabilities | 2,709.9 | 2,305.4 |
Long-term debt, net | 2,916.1 | 2,919.1 |
Deferred income taxes | 154.6 | 159.5 |
Warrant liabilities | 0 | 195 |
Long-term lease liabilities | 153.3 | 142.6 |
Other long-term liabilities | 264.1 | 262 |
Total liabilities | 6,198 | 5,983.6 |
Equity | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 700,000,000 shares authorized, 373,969,346 and 381,788,876 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Treasury stock, at cost: 9,076,444 shares and none at March 31, 2024 and December 31, 2023, respectively | (605.9) | 0 |
Additional paid-in capital | 2,745.2 | 2,711.3 |
Accumulated deficit | (707.1) | (691.9) |
Accumulated other comprehensive income (loss) | (38.8) | (4.5) |
Total equity | 1,393.4 | 2,014.9 |
Total liabilities and equity | $ 7,591.4 | $ 7,998.5 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 31.6 | $ 29.1 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 373,969,346 | 381,788,876 |
Common stock, shares outstanding (in shares) | 373,969,346 | 381,788,876 |
Treasury stock (in shares) | 9,076,444 | 0 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (5.9) | $ 50.3 |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | ||
Depreciation | 19.8 | 17.7 |
Amortization | 48.9 | 48.9 |
Deferred income taxes | (7.6) | 3.4 |
Amortization of debt discount and issuance costs | 2.1 | 2.7 |
Change in fair value of warrant liabilities | 176.6 | (4.2) |
Changes in operating working capital | (99.7) | (86.9) |
Stock-based compensation | 9.2 | 5.5 |
Other | (5.9) | 4.6 |
Net cash provided by (used for) operating activities | 137.5 | 42 |
Cash flows from investing activities: | ||
Capital expenditures | (35.8) | (27.8) |
Investments in capitalized software | (0.7) | (2) |
Proceeds from disposition of property, plant and equipment | 0 | 12.4 |
Net cash provided by (used for) investing activities | (36.5) | (17.4) |
Cash flows from financing activities: | ||
Borrowings from ABL revolving credit facility and short-term borrowings | 190 | 100.2 |
Repayments of ABL revolving credit facility and short-term borrowings | (190) | (110.2) |
Repayment of long-term debt | (5.3) | (10.9) |
Dividend payment | (9.3) | 0 |
Repurchase of common stock | (599.9) | 0 |
Exercise of employee stock options | 14.4 | 2.2 |
Employee taxes paid from shares withheld | (3) | (0.1) |
Net cash provided by (used for) financing activities | (603.1) | (18.8) |
Effect of exchange rate changes on cash and cash equivalents | (6) | 1.8 |
Increase (decrease) in cash, cash equivalents and restricted cash | (508.1) | 7.6 |
Beginning cash, cash equivalents and restricted cash | 788.6 | 273.2 |
Ending cash, cash equivalents and restricted cash | 280.5 | 280.8 |
Changes in operating working capital | ||
Accounts receivable | 9.9 | (90.1) |
Inventories | (106.5) | (79.5) |
Other current assets | (31.7) | (1.2) |
Accounts payable | 9.8 | (62.3) |
Deferred revenue | 100 | 144.2 |
Accrued expenses and other liabilities | (68.5) | (16.5) |
Income taxes | (12.7) | 18.5 |
Total changes in operating working capital | $ (99.7) | $ (86.9) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Millions | Total | Common Share Capital | Treasury Share Capital | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |
Beginning balance (in shares) at Dec. 31, 2022 | 377,368,837 | 0 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,441.9 | $ 0 | $ 0 | $ 2,630.7 | $ (1,142.6) | $ (46.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 50.3 | 50.3 | |||||
Exercise of employee stock options (in shares) | 246,653 | ||||||
Exercise of employee stock options | 2.2 | 2.2 | |||||
Stock-based compensation, net of withholding for tax (in shares) | [1] | 14,730 | |||||
Stock-based compensation, net of withholding for tax | [1] | 5.4 | 5.4 | ||||
Employee 401K match with Vertiv stock (in shares) | 135,245 | ||||||
Employee 401K match with Vertiv stock | 2.1 | 2.1 | |||||
Exercise of warrants (in shares) | [2] | 1,368,194 | |||||
Exercise of warrants | [2] | 21.6 | 21.6 | ||||
Other comprehensive income (loss), net of tax | 27.3 | 27.3 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 379,133,659 | 0 | |||||
Ending balance at Mar. 31, 2023 | $ 1,550.8 | $ 0 | $ 0 | 2,662 | (1,092.3) | (18.9) | |
Beginning balance (in shares) at Dec. 31, 2023 | 381,788,876 | 381,788,876 | 0 | ||||
Beginning balance at Dec. 31, 2023 | $ 2,014.9 | $ 0 | $ 0 | 2,711.3 | (691.9) | (4.5) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (5.9) | (5.9) | |||||
Exercise of employee stock options (in shares) | 1,109,113 | ||||||
Exercise of employee stock options | 14.4 | 14.4 | |||||
Stock-based compensation, net of withholding for tax (in shares) | [3] | 102,833 | |||||
Stock-based compensation, net of withholding for tax | [3] | 17.3 | 17.3 | ||||
Employee 401K match with Vertiv stock (in shares) | 44,968 | ||||||
Employee 401K match with Vertiv stock | 2.2 | 2.2 | |||||
Dividends | (9.3) | (9.3) | |||||
Repurchases of common stock (in shares) | (9,076,444) | (9,076,444) | |||||
Repurchase of common stock | (605.9) | $ (605.9) | |||||
Other comprehensive income (loss), net of tax | $ (34.3) | (34.3) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 373,969,346 | 373,969,346 | 9,076,444 | ||||
Ending balance at Mar. 31, 2024 | $ 1,393.4 | $ 0 | $ (605.9) | $ 2,745.2 | $ (707.1) | $ (38.8) | |
[1] Net stock compensation activity includes 14,730 shares withheld for taxes valued at $0.1 and stock-based compensation of $5.5. Net stock compensation activity includes 146,095 vested shares offset by 43,262 shares withheld for taxes valued at $3.0 and stock-based compensation of $9.2. |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares withheld for tax obligation (in shares) | 43,262 | |
Decrease for tax withholding obligation | $ 3 | $ 0.1 |
Vested | $ 9.2 | |
Vested (in shares) | 146,095 | |
Common Share Capital | ||
Shares withheld for tax obligation (in shares) | 14,730 | |
Additional Paid in Capital | ||
Vested | $ 5.5 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | (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. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (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. 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, 2023, filed with the SEC on February 23, 2024. 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 does not expect the adoption to have a material impact on its Consolidated Financial Statements. 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. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | (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 Prior to 2024, the Company previously reported critical infrastructure & solutions and integrated rack solutions revenue separately. In 2024, the previously reported revenue for those product and service offerings are combined and reported as products as they will collectively be managed together. Prior period amounts have been reclassified to conform with the current year presentation. The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control: 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 $ 240.6 $ 206.1 $ 1,128.7 Products and services transferred over time 243.0 91.7 175.7 510.4 Total $ 925.0 $ 332.3 $ 381.8 $ 1,639.1 Three months ended March 31, 2023 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 673.9 $ 208.9 $ 267.7 $ 1,150.5 Services & spares 188.4 104.1 78.1 370.6 Total $ 862.3 $ 313.0 $ 345.8 $ 1,521.1 Timing of revenue recognition: Products and services transferred at a point in time $ 652.1 $ 230.0 $ 256.3 $ 1,138.4 Products and services transferred over time 210.2 83.0 89.5 382.7 Total $ 862.3 $ 313.0 $ 345.8 $ 1,521.1 The opening and closing balances of current and long-term deferred revenue as of March 31, 2024 and December 31, 2023 were as follows: Balances at March 31, 2024 Balances at December 31, 2023 Deferred revenue - current $ 735.0 $ 638.9 Deferred revenue - noncurrent (1) 67.3 61.8 (1) Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Unaudited Condensed Consolidated Balance Sheets. |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | (4) RESTRUCTURING COSTS Restructuring costs include expenses associated with the Company’s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in "Restructuring costs" on the Unaudited Condensed Consolidated Statement of Earnings (Loss). Restructuring expense by business segment were as follows: Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 0.1 $ 1.0 Asia Pacific 0.4 4.3 Europe, Middle East & Africa 0.7 3.5 Corporate (0.9) 4.3 Total $ 0.3 $ 13.1 The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities” and "Other long-term liabilities", respectively, on the Unaudited Condensed Consolidated Balance Sheets. The change in the current liability for the restructuring costs during the three months ended March 31, 2024 were as follows: December 31, 2023 Expense Paid/Utilized March 31, 2024 Severance and benefits $ 25.1 $ (0.1) $ (4.1) $ 20.9 Plant closing and other 0.1 0.4 (0.4) 0.1 Total $ 25.2 $ 0.3 $ (4.5) $ 21.0 The change in the current liability for the restructuring costs during the three months ended March 31, 2023 were as follows: December 31, 2022 Expense Paid/Utilized March 31, 2023 Severance and benefits $ 15.3 $ 13.0 $ (1.7) $ 26.6 Plant closing and other 0.1 0.1 (0.1) 0.1 Total $ 15.4 $ 13.1 $ (1.8) $ 26.7 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | (5) DEBT Long-term debt, net, consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Term Loan due 2027 at 7.94% and 7.97% at March 31, 2024 and December 31, 2023, respectively $ 2,112.8 $ 2,118.1 Senior Secured Notes due 2028 at 4.125% at both March 31, 2024 and December 31, 2023 850.0 850.0 Unamortized discount and issuance costs (25.5) (27.2) 2,937.3 2,940.9 Less: Current Portion (21.2) (21.8) Total long-term debt, net of current portion $ 2,916.1 $ 2,919.1 ABL Revolving Credit Facility On February 16, 2024, the Borrower and certain subsidiaries entered into Amendment No. 8 (the “Eighth Amendment”), which, among other modifications, extended the maturity date of the ABL Revolving Credit Facility to be five years from the date of the Eighth Amendment (subject to an earlier springing maturity date if certain other indebtedness for borrowed money matures earlier), increased the revolving loan commitments tranche by $30.0 to a total loan commitment of $600.0 under the ABL Revolving Credit Facility, modified certain borrowing base reporting requirements and removed the French tranche and the FILO tranches from the ABL Revolving Credit Facility. At March 31, 2024, Vertiv Group Corporation (a wholly-owned subsidiary of the Company), as Borrower, and certain subsidiaries of the Borrower as co-borrowers (the “Co-Borrowers”), had $584.2 of availability under the Asset Based Revolving Credit Facility (the “ABL Revolving Credit Facility”) (subject to customary conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), net of letters of credit outstanding in the aggregate principal amount of $15.8, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At both March 31, 2024 and December 31, 2023, there was no outstanding balance on the ABL Revolving Credit Facility. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (6) INCOME TAXES The Company’s effective tax rate was 54.6% and 42.6% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate in the three months ended March 31, 2024 is primarily influenced by the negative impacts of non-deductible changes in the fair value of the warrant liabilities, discrete tax benefits related to stock compensation activity in the quarter and the mix of income between the Company’s U.S. and non-U.S. operations. The effective rate for the comparative three months ended March 31, 2023 primarily influenced by the mix of income between the Company’s U.S. and non-U.S. operations, net of changes in valuation allowances and the impact of changes in our indefinite reinvestment liability. The Company provided U.S. federal income taxes and foreign withholding taxes on all temporary differences attributed to basis differences in foreign subsidiaries that are not considered indefinitely reinvested. As of March 31, 2024, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, but it was not practicable to estimate the associated deferred tax liability, due to interaction with other tax laws and regulations in the year of inclusion. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (7) RELATED PARTY TRANSACTIONS Transactions with Affiliates of Advisors On August 8, 2023 (the "Stock Sale Transaction date"), VPE Holdings, LLC (the "Vertiv Stockholder"), an affiliate of Platinum Equity Advisors, LLC ("Advisors") completed the sale of 20,000,000 shares of Class A common stock of the Company (the "Stock Sale Transaction"). Subsequent to the Stock Sale Transaction, the Vertiv Stockholder holds less than 5% of the outstanding Class A common stock of the Company and as such is no longer considered a related person of the Company for purposes of Item 404 of Regulation S-K by virtue of its ownership in the Company. Prior to the Stock Sale Transaction date, the Company purchased and sold goods in the ordinary course of business with affiliates of Advisors. For the three months ended March 31, 2023 purchases and sales were $31.0 and $35.6, respectively. |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | (8) OTHER FINANCIAL INFORMATION March 31, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 275.8 $ 780.4 Restricted cash included in other current assets 4.7 8.2 Total cash, cash equivalents, and restricted cash $ 280.5 $ 788.6 March 31, 2024 December 31, 2023 Inventories Finished products $ 358.0 $ 261.6 Raw materials 460.1 484.3 Work in process 169.0 138.4 Total inventories $ 987.1 $ 884.3 March 31, 2024 December 31, 2023 Property, plant and equipment, net Machinery and equipment $ 492.4 $ 479.7 Buildings 345.1 343.6 Land 41.0 41.3 Construction in progress 73.1 67.5 Property, plant and equipment, at cost 951.6 932.1 Less: Accumulated depreciation (386.3) (372.0) Property, plant and equipment, net $ 565.3 $ 560.1 March 31, 2024 December 31, 2023 Accrued expenses and other liabilities Accrued payroll and other employee compensation $ 98.6 $ 165.4 Restructuring (see Note 4) 21.0 25.2 Operating lease liabilities 44.6 42.9 Product warranty 23.8 26.1 Other 353.8 352.2 Total $ 541.8 $ 611.8 Three months ended March 31, 2024 Three months ended March 31, 2023 Change in product warranty accrual Balance at the beginning of the period $ 26.1 $ 25.6 Provision charge to expense 3.4 4.7 Paid/utilized (5.7) (5.7) Balance at the end of the period $ 23.8 $ 24.6 |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | (9) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following: Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. Recurring fair value measurements A summary of the Company’s financial instruments recognized at fair value, and the fair value measurements used are as follows: As of March 31, 2024 Balance Sheet Location Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Assets: Interest rate swaps Other current assets $ 38.5 $ — $ 38.5 $ — Foreign currency exchange forwards Other current assets 3.6 — 3.6 — Economic hedges Other current assets 1.4 1.4 Interest rate swaps Other noncurrent assets 50.4 — 50.4 — Total assets $ 93.9 $ — $ 93.9 $ — Liabilities: Private warrants Current portion of warrant liabilities $ 371.6 $ — $ 371.6 $ — Total liabilities $ 371.6 $ — $ 371.6 $ — As of December 31, 2023 Balance Sheet Location Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Assets: Interest rate swaps Other current assets $ 36.4 $ — $ 36.4 $ — Interest rate swaps Other noncurrent assets 44.5 — 44.5 — Total assets $ 80.9 $ — $ 80.9 $ — Liabilities: Private warrants Warrant liabilities $ 195.0 $ — $ 195.0 $ — Total liabilities $ 195.0 $ — $ 195.0 $ — Interest rate swaps — From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument. The Company uses interest rate swaps to manage the interest rate risk of the Company’s total debt portfolio and related overall cost of borrowing. At both March 31, 2024 and December 31, 2023, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of SOFR-based floating rate debt for fixed rate debt. The Company’s interest rate swaps mature in March 2027. During the three months ended March 31, 2024 and 2023, the Company recognized income of $10.7 and $8.1, respectively, within “Interest expense, net” on the Unaudited Condensed Consolidated Statements of Earnings (Loss). At March 31, 2024, the Company expects that approximately $38.5 of pre-tax net gains on cash flow hedges will be reclassified from accumulated other comprehensive income (loss) into earnings during the next twelve months. The interest rate swaps are valued using the SOFR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions. The fair values of the Company’s interest rate swaps are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. Foreign currency exchange forwards - The Company may enter into derivative financial instruments designed to hedge the exposure to changes in foreign currency exchange rates. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. The Company values foreign currency exchange swaps using broker quotations or market transactions on the listed or over-the-counter market, as such, these derivative instruments are classified in Level 2. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument. The Company reclassifies the gain or loss associated with the cash flow hedges into earnings when the underlying exposure is recognized. At March 31, 2024 we have derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $118.0. For the three months ended March 31, 2024 there was no realized gain associated with the foreign currency exchange swaps on the Unaudited Condensed Consolidated Statements of Earnings (Loss). Economic hedges - At March 31, 2024 we have derivative instruments which hedge our purchases of aluminum and copper with notional amounts of 6,090.0 and 5,140.0 thousand metric tons, respectively. These derivative instruments are treated as economic hedges and for the three months ended March 31, 2024, the Company recognized mark-to-market gains (losses) of $0.7 in "Other operating expense (income)" on the Unaudited Condensed Consolidated Statement of Earnings (Loss). Private warrants — The fair value of the private warrants is considered a Level 2 valuation and is determined using the Black-Sholes-Merton valuation model. The Company recognized a loss of $176.6 for the three months ended March 31, 2024 in "Change in the fair value of warrant liabilities" on the Unaudited Condensed Consolidated Statement of Earnings (Loss) associated with the mark-to-market adjustment on the 5,266,667 outstanding private warrants. On February 24, 2023, GS Sponsor LLC elected to exercise 5,266,666 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 1,368,194 shares of Class A common stock. For the three months ended March 31, 2023, the Company recognized a gain of $7.7 in "Change in the fair value of warrant liabilities" on the Unaudited Condensed Consolidated Statement of Earnings (Loss) associated with the exercise of these private warrants. Additionally, the Company recognized a loss of $3.5 for the three months ended March 31, 2023 in "Change in the fair value of warrant liabilities" on the Unaudited Condensed Consolidated Statement of Earnings (Loss) associated with the mark-to-market adjustment on the remaining 5,266,667 outstanding private warrants. The significant assumptions which the Company used in the model are: Warrant valuation inputs March 31, 2024 December 31, 2023 Stock price $ 81.67 $ 48.03 Strike price $ 11.50 $ 11.50 Remaining life 0.86 1.10 Volatility 55.0 % 55.0 % Interest rate (1) 5.03 % 4.73 % Dividend yield (2) 0.12 % 0.21 % (1) Interest rate determined from a constant maturity treasury yield. (2) March 31, 2024 and December 31, 2023 dividend yield assumes $0.10 per share per annum. Net investment hedge — From time to time the Company designates certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. The net impact of translation adjustments from these hedges was $21.3 for the three months ended March 31, 2024 and is included in “Foreign currency translation” in the Unaudited Condensed Consolidated Statement of Other Comprehensive Income (Loss). The net impact of translation adjustments from these hedges was $11.6 for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, $244.9 and $225.0, respectively, of the Company’s intercompany debt was designated to hedge investments in certain foreign subsidiaries and affiliates. Other fair value measurements The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of March 31, 2024 and December 31, 2023. March 31, 2024 December 31, 2023 Fair Value Par Value (1) Fair Value Par Value (1) Term Loan due 2027 $ 2,097.0 $ 2,112.8 $ 2,104.9 $ 2,118.1 Senior Secured Notes due 2028 792.1 850.0 794.0 850.0 ABL Revolving Credit Facility due 2025 — — — — (1) See “Note 5 — Debt” for additional information. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | (10) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Activity in accumulated other comprehensive income (loss) is as follows: Three months ended March 31, 2024 Three months ended March 31, 2023 Foreign currency translation, beginning $ (89.8) $ (157.0) Other comprehensive income (loss) (1) (43.2) 41.4 Foreign currency translation, ending (133.0) (115.6) Interest rate swaps, beginning 87.7 110.2 Unrealized gain (loss) deferred during the period (2)(3) 6.3 (13.9) Interest rate swaps, ending 94.0 96.3 Pension, beginning (2.4) 0.6 Actuarial gain (losses) recognized during the period, net of income taxes — (0.2) Pension, ending (2.4) 0.4 Foreign currency exchange forwards, beginning — — Unrealized gains deferred during the period (4) 2.6 — Foreign currency exchange forwards, ending 2.6 — Accumulated other comprehensive income (loss) $ (38.8) $ (18.9) (1) For the three months ended March 31, 2024 foreign currency translation included tax effects of $(1.5). (2) During the three months ended March 31, 2024 and 2023, $10.7 and $8.1, respectively, was reclassified into earnings. (3) For the three months ended March 31, 2024 interest rate swaps included tax effects of $(1.9). (4) For the three months ended March 31, 2024 cash flow hedges included tax effects of $(0.8). |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | (11) SEGMENT INFORMATION Operating profit (loss) is the primary income measure the Company uses to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include stock-based compensation, other incentive compensation, change in fair value of warrant liabilities, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the chief operating decision maker, which includes determining resource allocation methodologies used for reportable segments. Summarized information about the Company’s results of operations by reportable segment and product and service offering follows: Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segment’s principal product and service offerings include: • Products include AC and DC power management, thermal management, low/medium voltage switchgear, busway, integrated modular solutions, racks, rack power, rack power distribution, rack thermal systems, configurable integrated solutions, and hardware for managing I.T. equipment. • Services & spares includes preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software. Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial and industrial markets throughout Greater China, India, and Asia. Products and services offered are similar to the Americas segment. Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment. Reportable Business Segments Sales Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 933.3 $ 872.0 Asia Pacific 360.2 336.2 Europe, Middle East & Africa 471.5 372.7 1,765.0 1,580.9 Eliminations (125.9) (59.8) Total $ 1,639.1 $ 1,521.1 Intersegment sales (1) Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 8.3 $ 9.7 Asia Pacific 27.9 23.2 Europe, Middle East & Africa 89.7 26.9 Total $ 125.9 $ 59.8 (1) Intersegment selling prices approximate market prices. Operating profit (loss) Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 187.8 $ 145.8 Asia Pacific 30.4 16.6 Europe, Middle East & Africa 70.3 46.1 Total reportable segments 288.5 208.5 Foreign currency gain (loss) (3.2) (3.1) Corporate and other (36.7) (29.9) Total corporate, other and eliminations (39.9) (33.0) Amortization of intangibles (46.0) (45.2) Operating profit (loss) $ 202.6 $ 130.3 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (12) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) adjusted for the gain on fair value of warrant liability, if the warrants are in-the-money and the impact is dilutive, by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation and warrants. The details of the earnings per share calculations for the three months ended March 31, 2024 and 2023 are as follows: (In millions, except share and per share amounts) Three months ended March 31, 2024 Three months ended March 31, 2023 Basic earnings (loss) per share computation: Net income (loss) $ (5.9) $ 50.3 Weighted-average number of shares outstanding - basic 379,135,184 378,129,786 Basic earnings per share $ (0.02) $ 0.13 Diluted earnings (loss) per share computation: Net income (loss) $ (5.9) $ 50.3 Gain on fair value of warrant liabilities — (4.2) Net income (loss) adjusted for the gain on fair value of warrant liabilities $ (5.9) $ 46.1 Weighted-average number of shares outstanding - basic 379,135,184 378,129,786 Dilutive effect of private warrants — 1,868,612 Dilutive effect of equity-based compensation — 1,685,113 Weighted-average number of shares outstanding - diluted 379,135,184 381,683,511 Diluted earnings (loss) per share $ (0.02) $ 0.12 Additional equity-based compensation awards of 10.6 million shares and warrants of 4.3 million shares were also outstanding during the three months ended March 31, 2024, but were not included in the computation of diluted earnings (loss) per share because the effect would be anti-dilutive. Additional equity-based compensation awards of 9.3 million shares were also outstanding during the three months ended March 31, 2023, but were not included in the computation of diluted earnings (loss) per share because the effect would be anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (13) COMMITMENTS AND CONTINGENCIES The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management’s estimates of the outcomes of these matters; the Company’s experience in contesting, litigating and settling similar matters; and any related insurance coverage. While the Company believes that a material adverse impact is unlikely, given the inherent uncertainty of litigation, a future development in these matters could have a material adverse impact on the Company. The Company is unable to estimate any additional loss or range of loss that may result from the ultimate resolution of these matters, other than those described below. On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation , 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. On January 31, 2024, the Court issued an order dismissing the claims under Sections 11, 12(a)(2), and 15 of the Securities Act. The motion to dismiss the claims under Sections 10(b) and 20(a) of the Exchange Act remains pending. On June 9, 2023, two Vertiv shareholders, Matthew Sullivan and Jose Karlo Ocampo Avenido, brought a derivative lawsuit, Sullivan v. Johnson, et al., C.A. No. 2023-0608, against Vertiv (as nominal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. The complaint alleges that certain of the named directors and officers caused the Company to issue materially false and/or misleading public statements with respect to inflationary and supply chain pressures and pricing issues, and that the Company suffered damages as a result. Defendants believe they have meritorious defenses against the plaintiffs' claims in these lawsuits, which are at the preliminary stages, but the Company is unable at this time to predict the outcome of these disputes or the amount of any cost associated with their resolution. In November 2023, following the filing of the actions described above, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in the class action complaint and derivative action. The Company is actively responding to these matters. In January 2024, the Mexican tax administration service, the Servicio de Administracion Tributaria (the "SAT"), initiated a process to suspend the importer registration of one of the Company's wholly owned Mexico subsidiaries, Tecnología del Pacífico S.A. de C.V. (“TDP”), in connection with a contested customs tax audit for the period April 2016 to February 2018. SAT claimed its basis for the suspension was a failure by TDP to provide sufficient e vidence of the export of goods temporarily imported at required levels under Mexico's Manufacturing, Maquila and Export Services Industries Program ("IMMEX Program"). The Company and TDP has disputed SAT’s position throughout the customs tax audit, through the filing of various petitions and appeals with appropriate documentation evidencing the complete and timely export of the goods temporarily imported during the audit period. TDP has accepted a proposal from SAT to close the audit by making payments and fees totaling approximately $10.1 which has been recorded in “Accrued expenses and other liabilities” on the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023. The Company intends to seek reimbursement of this amount as an undue payment in the near future from SAT, for which the outcome is currently unknown and no receivable has been established. Furthermore, the Company remains subject to other customs tax audits concerning other facilities located within Mexico. While we cannot predict with certainty the outcome of other assessments, based on currently known information, we believe a risk of loss, if any, is not currently estimable. Accordingly, no further reserve for loss contingency has been recorded in the Company's financial statements as of March 31, 2024 related to these other matters. T he accepted proposal was paid to SAT in the first quarter of 2024. The Company is unable at this time to predict the outcome of these matters, including whether any proceedings may be instituted in connection with the government inquiries, or the amount of any cost associated with their resolution except as otherwise noted above. At March 31, 2024, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Unaudited Condensed Consolidated Financial Statements, nor were there any material commitments outside the normal course of business. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ (5.9) | $ 50.3 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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. 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, 2023, filed with the SEC on February 23, 2024. |
Accounting Pronouncements | 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 does not expect the adoption to have a material impact on its Consolidated Financial Statements. 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. |
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. |
Fair Value of Financial Instruments | In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following: Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control: 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 $ 240.6 $ 206.1 $ 1,128.7 Products and services transferred over time 243.0 91.7 175.7 510.4 Total $ 925.0 $ 332.3 $ 381.8 $ 1,639.1 Three months ended March 31, 2023 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 673.9 $ 208.9 $ 267.7 $ 1,150.5 Services & spares 188.4 104.1 78.1 370.6 Total $ 862.3 $ 313.0 $ 345.8 $ 1,521.1 Timing of revenue recognition: Products and services transferred at a point in time $ 652.1 $ 230.0 $ 256.3 $ 1,138.4 Products and services transferred over time 210.2 83.0 89.5 382.7 Total $ 862.3 $ 313.0 $ 345.8 $ 1,521.1 |
Schedule of Contract Assets, Liabilities and Deferred Revenue | The opening and closing balances of current and long-term deferred revenue as of March 31, 2024 and December 31, 2023 were as follows: Balances at March 31, 2024 Balances at December 31, 2023 Deferred revenue - current $ 735.0 $ 638.9 Deferred revenue - noncurrent (1) 67.3 61.8 (1) Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Unaudited Condensed Consolidated Balance Sheets. |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs by Business Segment | Restructuring expense by business segment were as follows: Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 0.1 $ 1.0 Asia Pacific 0.4 4.3 Europe, Middle East & Africa 0.7 3.5 Corporate (0.9) 4.3 Total $ 0.3 $ 13.1 |
Schedule of the Change in the Liability for the Restructuring of Operations | The change in the current liability for the restructuring costs during the three months ended March 31, 2024 were as follows: December 31, 2023 Expense Paid/Utilized March 31, 2024 Severance and benefits $ 25.1 $ (0.1) $ (4.1) $ 20.9 Plant closing and other 0.1 0.4 (0.4) 0.1 Total $ 25.2 $ 0.3 $ (4.5) $ 21.0 The change in the current liability for the restructuring costs during the three months ended March 31, 2023 were as follows: December 31, 2022 Expense Paid/Utilized March 31, 2023 Severance and benefits $ 15.3 $ 13.0 $ (1.7) $ 26.6 Plant closing and other 0.1 0.1 (0.1) 0.1 Total $ 15.4 $ 13.1 $ (1.8) $ 26.7 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net | Long-term debt, net, consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Term Loan due 2027 at 7.94% and 7.97% at March 31, 2024 and December 31, 2023, respectively $ 2,112.8 $ 2,118.1 Senior Secured Notes due 2028 at 4.125% at both March 31, 2024 and December 31, 2023 850.0 850.0 Unamortized discount and issuance costs (25.5) (27.2) 2,937.3 2,940.9 Less: Current Portion (21.2) (21.8) Total long-term debt, net of current portion $ 2,916.1 $ 2,919.1 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | March 31, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 275.8 $ 780.4 Restricted cash included in other current assets 4.7 8.2 Total cash, cash equivalents, and restricted cash $ 280.5 $ 788.6 |
Schedule of Other Supplemental Balance Sheet Information | March 31, 2024 December 31, 2023 Inventories Finished products $ 358.0 $ 261.6 Raw materials 460.1 484.3 Work in process 169.0 138.4 Total inventories $ 987.1 $ 884.3 March 31, 2024 December 31, 2023 Property, plant and equipment, net Machinery and equipment $ 492.4 $ 479.7 Buildings 345.1 343.6 Land 41.0 41.3 Construction in progress 73.1 67.5 Property, plant and equipment, at cost 951.6 932.1 Less: Accumulated depreciation (386.3) (372.0) Property, plant and equipment, net $ 565.3 $ 560.1 March 31, 2024 December 31, 2023 Accrued expenses and other liabilities Accrued payroll and other employee compensation $ 98.6 $ 165.4 Restructuring (see Note 4) 21.0 25.2 Operating lease liabilities 44.6 42.9 Product warranty 23.8 26.1 Other 353.8 352.2 Total $ 541.8 $ 611.8 Three months ended March 31, 2024 Three months ended March 31, 2023 Change in product warranty accrual Balance at the beginning of the period $ 26.1 $ 25.6 Provision charge to expense 3.4 4.7 Paid/utilized (5.7) (5.7) Balance at the end of the period $ 23.8 $ 24.6 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Recognized at Fair Value | A summary of the Company’s financial instruments recognized at fair value, and the fair value measurements used are as follows: As of March 31, 2024 Balance Sheet Location Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Assets: Interest rate swaps Other current assets $ 38.5 $ — $ 38.5 $ — Foreign currency exchange forwards Other current assets 3.6 — 3.6 — Economic hedges Other current assets 1.4 1.4 Interest rate swaps Other noncurrent assets 50.4 — 50.4 — Total assets $ 93.9 $ — $ 93.9 $ — Liabilities: Private warrants Current portion of warrant liabilities $ 371.6 $ — $ 371.6 $ — Total liabilities $ 371.6 $ — $ 371.6 $ — As of December 31, 2023 Balance Sheet Location Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Assets: Interest rate swaps Other current assets $ 36.4 $ — $ 36.4 $ — Interest rate swaps Other noncurrent assets 44.5 — 44.5 — Total assets $ 80.9 $ — $ 80.9 $ — Liabilities: Private warrants Warrant liabilities $ 195.0 $ — $ 195.0 $ — Total liabilities $ 195.0 $ — $ 195.0 $ — |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The significant assumptions which the Company used in the model are: Warrant valuation inputs March 31, 2024 December 31, 2023 Stock price $ 81.67 $ 48.03 Strike price $ 11.50 $ 11.50 Remaining life 0.86 1.10 Volatility 55.0 % 55.0 % Interest rate (1) 5.03 % 4.73 % Dividend yield (2) 0.12 % 0.21 % (1) Interest rate determined from a constant maturity treasury yield. (2) March 31, 2024 and December 31, 2023 dividend yield assumes $0.10 per share per annum. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of March 31, 2024 and December 31, 2023. March 31, 2024 December 31, 2023 Fair Value Par Value (1) Fair Value Par Value (1) Term Loan due 2027 $ 2,097.0 $ 2,112.8 $ 2,104.9 $ 2,118.1 Senior Secured Notes due 2028 792.1 850.0 794.0 850.0 ABL Revolving Credit Facility due 2025 — — — — (1) See “Note 5 — Debt” for additional information. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Activity in Accumulated Other Comprehensive Income (Loss) | Activity in accumulated other comprehensive income (loss) is as follows: Three months ended March 31, 2024 Three months ended March 31, 2023 Foreign currency translation, beginning $ (89.8) $ (157.0) Other comprehensive income (loss) (1) (43.2) 41.4 Foreign currency translation, ending (133.0) (115.6) Interest rate swaps, beginning 87.7 110.2 Unrealized gain (loss) deferred during the period (2)(3) 6.3 (13.9) Interest rate swaps, ending 94.0 96.3 Pension, beginning (2.4) 0.6 Actuarial gain (losses) recognized during the period, net of income taxes — (0.2) Pension, ending (2.4) 0.4 Foreign currency exchange forwards, beginning — — Unrealized gains deferred during the period (4) 2.6 — Foreign currency exchange forwards, ending 2.6 — Accumulated other comprehensive income (loss) $ (38.8) $ (18.9) (1) For the three months ended March 31, 2024 foreign currency translation included tax effects of $(1.5). (2) During the three months ended March 31, 2024 and 2023, $10.7 and $8.1, respectively, was reclassified into earnings. (3) For the three months ended March 31, 2024 interest rate swaps included tax effects of $(1.9). (4) For the three months ended March 31, 2024 cash flow hedges included tax effects of $(0.8). |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Reportable Business Segments Sales Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 933.3 $ 872.0 Asia Pacific 360.2 336.2 Europe, Middle East & Africa 471.5 372.7 1,765.0 1,580.9 Eliminations (125.9) (59.8) Total $ 1,639.1 $ 1,521.1 Intersegment sales (1) Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 8.3 $ 9.7 Asia Pacific 27.9 23.2 Europe, Middle East & Africa 89.7 26.9 Total $ 125.9 $ 59.8 (1) Intersegment selling prices approximate market prices. Operating profit (loss) Three months ended March 31, 2024 Three months ended March 31, 2023 Americas $ 187.8 $ 145.8 Asia Pacific 30.4 16.6 Europe, Middle East & Africa 70.3 46.1 Total reportable segments 288.5 208.5 Foreign currency gain (loss) (3.2) (3.1) Corporate and other (36.7) (29.9) Total corporate, other and eliminations (39.9) (33.0) Amortization of intangibles (46.0) (45.2) Operating profit (loss) $ 202.6 $ 130.3 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The details of the earnings per share calculations for the three months ended March 31, 2024 and 2023 are as follows: (In millions, except share and per share amounts) Three months ended March 31, 2024 Three months ended March 31, 2023 Basic earnings (loss) per share computation: Net income (loss) $ (5.9) $ 50.3 Weighted-average number of shares outstanding - basic 379,135,184 378,129,786 Basic earnings per share $ (0.02) $ 0.13 Diluted earnings (loss) per share computation: Net income (loss) $ (5.9) $ 50.3 Gain on fair value of warrant liabilities — (4.2) Net income (loss) adjusted for the gain on fair value of warrant liabilities $ (5.9) $ 46.1 Weighted-average number of shares outstanding - basic 379,135,184 378,129,786 Dilutive effect of private warrants — 1,868,612 Dilutive effect of equity-based compensation — 1,685,113 Weighted-average number of shares outstanding - diluted 379,135,184 381,683,511 Diluted earnings (loss) per share $ (0.02) $ 0.12 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,639.1 | $ 1,521.1 |
Products and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,128.7 | 1,138.4 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 510.4 | 382.7 |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,237.4 | 1,150.5 |
Services & spares | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 401.7 | 370.6 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 925 | 862.3 |
Americas | Products and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 682 | 652.1 |
Americas | Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 243 | 210.2 |
Americas | Products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 716.1 | 673.9 |
Americas | Services & spares | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 208.9 | 188.4 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 332.3 | 313 |
Asia Pacific | Products and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 240.6 | 230 |
Asia Pacific | Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 91.7 | 83 |
Asia Pacific | Products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 224 | 208.9 |
Asia Pacific | Services & spares | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 108.3 | 104.1 |
Europe, Middle East, & Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 381.8 | 345.8 |
Europe, Middle East, & Africa | Products and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 206.1 | 256.3 |
Europe, Middle East, & Africa | Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 175.7 | 89.5 |
Europe, Middle East, & Africa | Products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 297.3 | 267.7 |
Europe, Middle East, & Africa | Services & spares | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 84.5 | $ 78.1 |
REVENUE - Contract Liabilities
REVENUE - Contract Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue - current | $ 735 | $ 638.9 |
Deferred revenue - noncurrent | $ 67.3 | $ 61.8 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligation (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized over time | $ 41 |
Performance obligation expected timing, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized over time | $ 14.2 |
Performance obligation expected timing, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized over time | $ 12.1 |
Performance obligation expected timing, period | 1 year |
RESTRUCTURING COSTS - By Busine
RESTRUCTURING COSTS - By Business Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ 0.3 | $ 13.1 |
Operating Segments | Americas | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | 0.1 | 1 |
Operating Segments | Asia Pacific | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | 0.4 | 4.3 |
Operating Segments | Europe, Middle East, & Africa | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | 0.7 | 3.5 |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ (0.9) | $ 4.3 |
RESTRUCTURING COSTS - Summary o
RESTRUCTURING COSTS - Summary of Changes in Restructuring Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 25.2 | $ 15.4 |
Expense | 0.3 | 13.1 |
Paid/Utilized | (4.5) | (1.8) |
Restructuring reserve, ending balance | 21 | 26.7 |
Severance and benefits | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 25.1 | 15.3 |
Expense | (0.1) | 13 |
Paid/Utilized | (4.1) | (1.7) |
Restructuring reserve, ending balance | 20.9 | 26.6 |
Plant closing and other | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0.1 | 0.1 |
Expense | 0.4 | 0.1 |
Paid/Utilized | (0.4) | (0.1) |
Restructuring reserve, ending balance | $ 0.1 | $ 0.1 |
DEBT - Summary of Debt (Details
DEBT - Summary of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Unamortized discount and issuance costs | $ (25.5) | $ (27.2) |
Long-term debt, gross | 2,937.3 | 2,940.9 |
Less: Current Portion | (21.2) | (21.8) |
Total long-term debt, net of current portion | $ 2,916.1 | $ 2,919.1 |
Term Loan due 2027 at 7.94% and 7.97% at March 31, 2024 and December 31, 2023, respectively | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average borrowing rate (as percent) | 7.94% | 7.97% |
Long-term debt, gross | $ 2,112.8 | $ 2,118.1 |
Senior Secured Notes due 2028 at 4.125% at both March 31, 2024 and December 31, 2023 | ||
Debt Instrument [Line Items] | ||
Weighted average borrowing rate (as percent) | 4.125% | 4.125% |
Aggregate principal amount | $ 850 | $ 850 |
DEBT - ABL Revolving Credit Fac
DEBT - ABL Revolving Credit Facility (Details) - Revolving Credit Facility - ABL Revolving Credit Facility - Line of Credit - USD ($) $ in Millions | Feb. 16, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Debt term | 5 years | ||
Line of credit facility, borrowing capacity increase | $ 30 | ||
Line of credit facility, maximum borrowing capacity | $ 600 | ||
Line of credit facility, remaining borrowing capacity | $ 584.2 | ||
Letters of credit outstanding | 15.8 | ||
Long-term debt, gross | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 54.60% | 42.60% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Aug. 08, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Net sales | $ 1,639.1 | $ 1,521.1 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Purchases from related party | 31 | ||
Net sales | $ 35.6 | ||
Common Class A | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Aggregate sale of shares (in shares) | 20,000,000 | ||
Common Class A | Platinum Equity Advisors | |||
Related Party Transaction [Line Items] | |||
Sale of stock, percentage of ownership after transaction (as percent) | 5% |
OTHER FINANCIAL INFORMATION - R
OTHER FINANCIAL INFORMATION - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 275.8 | $ 780.4 | ||
Restricted cash included in other current assets | 4.7 | 8.2 | ||
Total cash, cash equivalents, and restricted cash | $ 280.5 | $ 788.6 | $ 280.8 | $ 273.2 |
OTHER FINANCIAL INFORMATION - I
OTHER FINANCIAL INFORMATION - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished products | $ 358 | $ 261.6 |
Raw materials | 460.1 | 484.3 |
Work in process | 169 | 138.4 |
Total inventories | $ 987.1 | $ 884.3 |
OTHER FINANCIAL INFORMATION - P
OTHER FINANCIAL INFORMATION - Property, Plant And Equipment, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 951.6 | $ 932.1 |
Less: Accumulated depreciation | (386.3) | (372) |
Property, plant and equipment, net | 565.3 | 560.1 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 492.4 | 479.7 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 345.1 | 343.6 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 41 | 41.3 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 73.1 | $ 67.5 |
OTHER FINANCIAL INFORMATION - A
OTHER FINANCIAL INFORMATION - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accrued payroll and other employee compensation | $ 98.6 | $ 165.4 | ||
Restructuring | 21 | 25.2 | $ 26.7 | $ 15.4 |
Operating lease liabilities | 44.6 | 42.9 | ||
Product warranty | 23.8 | 26.1 | ||
Other | 353.8 | 352.2 | ||
Accrued expenses and other liabilities | $ 541.8 | $ 611.8 |
OTHER FINANCIAL INFORMATION - C
OTHER FINANCIAL INFORMATION - Change in Product Warranty Accrual (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance at the beginning of the period | $ 26.1 | $ 25.6 |
Provision charge to expense | 3.4 | 4.7 |
Paid/utilized | (5.7) | (5.7) |
Balance at the end of the period | $ 23.8 | $ 24.6 |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - Summary of Assets By Fair Value Hierarchy (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 93.9 | $ 80.9 |
Total liabilities | 371.6 | 195 |
Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 371.6 | 195 |
Interest rate swaps | Other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 38.5 | 36.4 |
Interest rate swaps | Other noncurrent assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 50.4 | 44.5 |
Foreign currency exchange forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ 3.6 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | |
Economic Hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ 1.4 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | |
Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | 0 |
Total liabilities | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Interest rate swaps | Other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Interest rate swaps | Other noncurrent assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Foreign currency exchange forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | |
Quoted prices in active markets for identical assets (Level 1) | Economic Hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | ||
Other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 93.9 | 80.9 |
Total liabilities | 371.6 | 195 |
Other observable inputs (Level 2) | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 371.6 | 195 |
Other observable inputs (Level 2) | Interest rate swaps | Other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 38.5 | 36.4 |
Other observable inputs (Level 2) | Interest rate swaps | Other noncurrent assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 50.4 | 44.5 |
Other observable inputs (Level 2) | Foreign currency exchange forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 3.6 | |
Other observable inputs (Level 2) | Economic Hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 1.4 | |
Unobservable inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Unobservable inputs (Level 3) | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Unobservable inputs (Level 3) | Interest rate swaps | Other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Unobservable inputs (Level 3) | Interest rate swaps | Other noncurrent assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | $ 0 |
Unobservable inputs (Level 3) | Foreign currency exchange forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | |
Unobservable inputs (Level 3) | Economic Hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps |
FINANCIAL INSTRUMENTS AND RIS_4
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - Narrative (Details) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) metricTon shares | Mar. 31, 2023 USD ($) | Feb. 24, 2024 shares | Dec. 31, 2023 USD ($) | Feb. 24, 2023 shares | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Recognized earnings | $ 10.7 | $ 8.1 | |||
Cash flow hedge loss expected to be reclassified within twelve months | 38.5 | ||||
Unrealized gain (loss) on derivatives | 0.7 | ||||
Change in fair value of warrant liabilities | 176.6 | (4.2) | |||
Translation adjustments of hedges | $ 21.3 | 11.6 | |||
Private Placement Warrant | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Change in fair value of warrant liabilities | 3.5 | ||||
Number of outstanding warrants (in shares) | shares | 5,266,667 | ||||
Gain on exercise of warrants | $ 7.7 | ||||
Private Placement Warrant | Common Class A | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Number of warrants exercised (in shares) | shares | 5,266,666 | 5,266,666 | |||
Private Placement Warrant | Common Class A | Common Share Capital | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Number of shares issued upon warrants exercised (in shares) | shares | 1,368,194 | 1,368,194 | |||
Interest rate swaps | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Derivative, notional amount | $ 1,000 | $ 1,000 | |||
Foreign Exchange Contract | Economic hedges | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Derivative, notional amount | 118 | ||||
Foreign Exchange Contract | Net Investment Hedging | Economic hedges | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Derivative, notional amount | $ 244.9 | $ 225 | |||
Economic hedges | Aluminum | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Derivative nonmonetary amounts | metricTon | 6,090,000 | ||||
Economic hedges | Copper | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Derivative nonmonetary amounts | metricTon | 5,140,000 |
FINANCIAL INSTRUMENTS AND RIS_5
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - Private Placement Warrants Level 2 Valuations Assumptions (Details) | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Measurement Input, Expected Dividend Payment | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.10 | 0.10 |
Private Placement Warrant | Stock price | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 81.67 | 48.03 |
Private Placement Warrant | Strike price | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 11.50 | 11.50 |
Private Placement Warrant | Remaining life | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Remaining life | 10 months 9 days | 1 year 1 month 6 days |
Private Placement Warrant | Volatility | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.550 | 0.550 |
Private Placement Warrant | Interest rate | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.0503 | 0.0473 |
Private Placement Warrant | Dividend yield | Other observable inputs (Level 2) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.0012 | 0.0021 |
FINANCIAL INSTRUMENTS AND RIS_6
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - Fair Value and Carrying Value of Debt (Details) - Revolving Credit Facility - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value | Term Loan due 2027 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | $ 2,097 | $ 2,104.9 |
Fair Value | Senior Secured Notes due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | 792.1 | 794 |
Fair Value | ABL Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | 0 | 0 |
Par Value | Term Loan due 2027 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | 2,112.8 | 2,118.1 |
Par Value | Senior Secured Notes due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | 850 | 850 |
Par Value | ABL Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value disclosure | $ 0 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Schedule of Activity in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 2,014.9 | $ 1,441.9 |
Other comprehensive income (loss), net of tax | (34.3) | 27.3 |
Ending balance | 1,393.4 | 1,550.8 |
Recognized earnings | 10.7 | 8.1 |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (4.5) | (46.2) |
Ending balance | (38.8) | (18.9) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (89.8) | (157) |
Other comprehensive income (loss), net of tax | (43.2) | 41.4 |
Ending balance | (133) | (115.6) |
Tax effect | (1.5) | |
Cash Flow Hedges | Interest rate swaps | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 87.7 | 110.2 |
Other comprehensive income (loss), net of tax | 6.3 | (13.9) |
Ending balance | 94 | 96.3 |
Tax effect | (1.9) | |
Cash Flow Hedges | Foreign currency exchange forwards | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | 0 |
Other comprehensive income (loss), net of tax | 2.6 | 0 |
Ending balance | 2.6 | 0 |
Tax effect | (0.8) | |
Pension | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (2.4) | 0.6 |
Other comprehensive income (loss), net of tax | 0 | (0.2) |
Ending balance | $ (2.4) | $ 0.4 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Sales By Business Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | $ 1,639.1 | $ 1,521.1 |
Americas | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 925 | 862.3 |
Asia Pacific | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 332.3 | 313 |
Europe, Middle East, & Africa | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 381.8 | 345.8 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 1,765 | 1,580.9 |
Operating Segments | Americas | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 933.3 | 872 |
Operating Segments | Asia Pacific | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 360.2 | 336.2 |
Operating Segments | Europe, Middle East, & Africa | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 471.5 | 372.7 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 125.9 | 59.8 |
Intersegment Eliminations | Americas | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 8.3 | 9.7 |
Intersegment Eliminations | Asia Pacific | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 27.9 | 23.2 |
Intersegment Eliminations | Europe, Middle East, & Africa | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | $ 89.7 | $ 26.9 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Earnings (Loss) from Continuing Operations before Income Taxes by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | $ (13) | $ 87.7 |
Foreign currency gain (loss) | (3.2) | (3.1) |
Amortization of intangibles | (48.9) | (48.9) |
Operating profit (loss) | 202.6 | 130.3 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | 288.5 | 208.5 |
Operating Segments | Americas | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | 187.8 | 145.8 |
Operating Segments | Asia Pacific | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | 30.4 | 16.6 |
Operating Segments | Europe, Middle East, & Africa | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | 70.3 | 46.1 |
Corporate and other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | (36.7) | (29.9) |
Total corporate, other and eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | (39.9) | (33) |
Amortization of intangibles | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Amortization of intangibles | $ (46) | $ (45.2) |
EARNINGS (LOSS) PER SHARE - Ear
EARNINGS (LOSS) PER SHARE - Earnings Per Share Reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic earnings (loss) per share computation: | ||
Net income (loss) | $ (5.9) | $ 50.3 |
Weighted-average number of shares outstanding - basic (in shares) | 379,135,184 | 378,129,786 |
Basic earnings per share (in dollars per share) | $ (0.02) | $ 0.13 |
Diluted earnings (loss) per share computation: | ||
Net income (loss) | $ (5.9) | $ 50.3 |
Gain on fair value of warrant liabilities | 0 | (4.2) |
Net income (loss) adjusted for the gain on fair value of warrant liabilities | $ (5.9) | $ 46.1 |
Weighted-average number of shares outstanding - basic (in shares) | 379,135,184 | 378,129,786 |
Dilutive effect of private warrants (in shares) | 0 | 1,868,612 |
Dilutive effect of equity-based compensation (in shares) | 0 | 1,685,113 |
Weighted-average number of shares outstanding - diluted (in shares) | 379,135,184 | 381,683,511 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.02) | $ 0.12 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive effect of private warrants (in shares) | 0 | 1,868,612 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,600,000 | 9,300,000 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 09, 2023 Plaintiff | Dec. 31, 2023 USD ($) |
Loss Contingencies [Line Items] | ||
Payments and fees accrued | $ | $ 10,100,000 | |
Sullivan v. Johnson, et al. | ||
Loss Contingencies [Line Items] | ||
Loss contingency, number of plaintiffs | Plaintiff | 2 |