Good morning. My name is Nick, and I will be your conference operator today. At this time, I'd like to welcome everyone to Vertiv's First Quarter 2020 Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded. I'd now like to turn the program over to your host for today's conference call, Ms. Lynne Maxeiner, Vice President of Investor Relations. Please go ahead. Lynne Maxeiner;Vice President of Investor Relations: Thank you, Nick. Good morning, and welcome to Vertiv's First Quarter 2020 Earnings Conference Call. Joining me today are Vertiv's Executive Chairman, David Cote; Chief Executive Officer, Rob Johnson; Chief Financial Officer, David Fallon; and Chief Strategy and Development Officer, Gary Niederpruem. Before we begin, I would like to point out that during the course of this call, we will make forward-looking statements regarding future events including the future financial and operating performance of Vertiv. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. We refer you to the cautionary language included in today's earnings release, and you can learn more about these risks in our registration statement, our proxy statement and other filings with the SEC. Any forward-looking statements that we make today are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will also present both GAAP and non-GAAP financial measures. Our GAAP results and GAAP to non-GAAP reconciliations can be found in our earnings press release and in the investor slide decks found on our website at investors.vertiv.com. With that, I'll turn the call over to Executive Chairman, David Cote.

Thanks, and good morning, everyone. I want to welcome you to the Vertiv investor call to announce our Q1 2020 results. Before I turn it over to Rob Johnson, I want to begin with a few opening remarks. As we spoke last time, and as many of you know, I was fortunate to be able to work for Honeywell for about 16 years. Those who invested with us made a great return. That performance was marked by consistent annual improvements in the people, processes and portfolio of the businesses that made up Honeywell. We did all the seed planting for new products, services, process improvement and other growth initiatives needed to perform well for a long time. The world is in a very different place than when we spoke a couple of months ago. But those opening remarks stay true, whether we are in a period of economic expansion or economic contraction. If you look at our success at Honeywell, it really took off after the Great Recession. And I attribute that success largely to the fact that we continue to implement an operating system, we drove technology investments, and we planted seeds even during that difficult time. Why do I bring it up? Because we're doing that same kind of seed planting at Vertiv. Now some of you may conflate our withdrawal of guidance even in the face of good orders growth, with the liquidity scenarios we've included, and conclude we see a serious problem looming. That would be an error. They are 2 entirely separate points. We've withdrawn guidance because we can't be sure we can ship given government shutdown of facilities for us and suppliers at various times. Additionally, our service people sometimes aren't allowed access to facilities. Our credibility matters greatly to us. And we don't want to guide to numbers we may not be able to deliver even in the face of strong orders. Totally separately, we have included a couple of liquidity scenarios to demonstrate that even if sales fell to $4 billion or even in a 25% sales decline, we will be just fine. It's not a forecast, it's an attempt to make you feel comfortable that we're just fine. Combining these 2 separate points, into the erroneous conclusion that we are forecasting disaster is, well, erroneous. This time has been difficult for everyone. But it also has demonstrated how important data centers and the edge are to our society. It is clearly critical infrastructure and reaffirmation this is a good industry. We have a great position in that good industry. And even at this difficult time, we are investing in the future. Based on how we're running the business during extraordinarily difficult times, including our own customer focus while still seed planting, I am just as excited today as I was 3 months ago about our future. Now I'll turn over the call to Rob who can take you through the business in a little more detail. Rob?

Thank you, Dave, and welcome, everyone, today. As I said on the last call, I really value the advice that Dave has provided to the team since he's been engaged with Vertiv. And I especially appreciate his counsel now as we navigate through these pandemic times. Before I walk you through the slide, it goes without saying that we have been proactive in protecting the safety of our employees and our customers. We've implemented precautionary measures from temperature screening to increased cleaning and disinfecting of facilities to social distancing at work, just to name a few. Additionally, our service technicians have followed Vertiv's safety protocols and adhered to additional safety measures adopted at customer sites. Safety of our Vertiv employees and our customers has been and will continue to be at the forefront of everything we do. I want to thank the Vertiv employees for their hard work during Q1 and give a shout out to the manufacturing workers and the service technicians who continue to provide products and services to our customers and conduct day-to-day business with the utmost of caution amidst COVID-19. I appreciate their steadfast commitment to Vertiv. It's their unwavering dedication that has allowed us to serve our customers, enable those customers to provide technology and vital applications to the world that they rely on more than ever. To all of our employees on the front line, I say thank you. Let's take a look at the slides, starting with Slide 4. Overall, the demand side of our business was very robust in Q1 as orders were up 13% compared to the first quarter of 2019. We exited Q1 with a record high backlog of $1.6 billion, which can be attributed to cloud, colocation and telecom customers around the world who are delivering vital applications so…

Thanks, Rob. Turning to Slide 7. This page provides a summary of our debt structure and our current and expected future liquidity. Starting on the left-hand side, we remind investors that we were able to time the SPAC transaction and debt refinancing quite well with neither likely available to us in this current market environment. However, as a result, we possess a rather simple long-term debt structure with a $2.2 billion term loan maturing in 2027, with $1 billion at a variable rate, currently at 3.4% and $1.2 billion swapped to a fixed rate of 4.1%, resulting in a relatively modest annual cash interest run rate of less than $90 million, which is inclusive of interest on our $455 million asset-based lending facility or our ABL. Now counterparties to our ABL are all large, well-known, reputable banks. Hence, we believe there is little counterparty risk related to credit in our ABL. Our term loan contains no financial maintenance covenants, and our ABL contains only one springing financial maintenance covenant if our availability falls below $45.5 million or 10% of the total facility. The springing financial maintenance covenant is a fixed charge coverage ratio that must be greater than 1 and which was at 3.7 at the end of March. Hence, we believe there is minimal risk of violating this covenant even under significant downside scenarios. The right-hand side of this page summarizes our liquidity, a strong $446 million at the end of the first quarter including $289 million of nonrestricted cash and $157 million available on our ABL. We will review the components of negative free cash flow in the first quarter in a few slides. But $100 million of that use of cash was pursuant to discrete payments related to the SPAC transaction and cash interest, which will not…

Thanks, David. As we turn to Slide 11, it's important to communicate the fact that our critical digital infrastructure is more necessary now than ever before because of the world's growing need and dependency on vital applications. While we remain cautiously optimistic on the balance of the year, the dynamic nature of the situation makes it extremely difficult to provide guidance at this time. We do feel good about the demand side, and we believe the volatility of this supply chain will moderate over time, but it's not possible at this time to be able to peg a number for 2020. What I can share, however, is internally, we have run multiple scenarios, as discussed earlier, and sensitivity analysis. And even in the most aggressive downside case, with sales at $4 billion, we would still be in a position to deliver approximately $500 million in adjusted EBITDA. Clearly, additional cost actions would be taken, which we have, but those actions have been identified and are realistic from a timing and savings standpoint. I provide these numbers as a reference point, but have no reason at this time to believe we will see sales fall this far. We are always preparing for every ever-changing scenario. Now turning to Slide 12 and in closing. I want to thank you for your support over the past quarter and in the quarters to come. We participate in a great industry, as Dave said. We have the leadership and position and never has critical digital infrastructure to support the vital applications of the world been so important as it is now. Our order rate, our cost actions we've implemented, our liquidity position are all in great shape as we continue operating during this dynamic time. We will continue to invest, as Dave said, for the future while managing for today. This strategic approach will prepare us to be even more successful when we emerge from this pandemic and the world adapts to a new normal. Thank you again for your support. Stay healthy. I now turn the call over to the operator who will open the line up for questions.

[Operator Instructions] First question comes from Nicole DeBlase of Deutsche Bank.

Maybe we could start with the cost savings. So the $60 million that you guys are targeting, it seems to me that these are kind of all incremental actions relative to the medium-term margin expansion plan that you've laid out. So maybe you could talk about the temporary versus structural nature of the cost savings. It seems to me like these are all temporary, and they will come back when demand resumes. And maybe the ability to pull some of the medium-term cost items that you guys are working through into 2020 as demand is weak.

Yes. So Nicole, this is Rob. What I would tell you is they're not costs that we expect to come back into the business when we return back to work. These are costs, and we'll realize, as I mentioned in my comments, we'll benefit from these actions. Whether they're furloughs, whether they're merit increases, whether it's the discretionary expense decrease. So we fully expect to realize these costs and see them hit the bottom line throughout the quarter. We have -- and you are correct, we continue to operate on what we've talked about in the past. The other levers for margin expansion, utilizing the Vertiv operating system as a utilization to increase and better our margin profile and all of the other fixed cost constant things. Everything we've talked about, that's separate to the $60 million. This was really in addition. And as Dave Fallon mentioned, there are additional levers that we can pull if necessary, if we see demand or changes in the environment. David Fallon, any other thoughts?

If I could interject a bit. You are a bit right there, though, Nicole. I mean once volume comes back, yes, people will expect merit increases, we'll return the 401(k), that sort of thing. But as Rob points out, these are very real cost savings this year. So we will get those. And some of those costs only come back if the volume really comes back. And independent of that, I guess, somewhat complementary to it, to Rob's point, we're still working all our plans to keep fixed costs constant as we go forward. So I put all that together and say, this is a smart thing for us to be doing right now and helps us to achieve everything that we've talked about. But at the same time, we want to be prepared for the future. And as volume comes back, which we suspect it's going to, given everything we see in our industry, and we think it's actually going to be pretty darn good, yes, some of that may come back, but it's only going to come back with volume that's in that 45% contribution margin range.

Got it. That's really helpful. And then can we also maybe dig in a little bit to what you guys are seeing in April? Most companies have been willing to comment on that a little bit just because we don't really have a ton of visibility sitting here with what you guys are seeing in the early stages of this in North America and Europe. Is that something that you're willing to give some color on?

Yes. This is Rob. Just at a high level, what I would tell you, we expect throughout Q1, April, to see orders continue in a growth trajectory. And then we expect to see some impact from the COVID and from our ability to deliver. We don't have exact numbers, we really don't know. And again, as we mentioned, we're battling every day all around the world to make sure we can supply, keep our factories open, sub-suppliers. So I would just say that we expect orders to continue to be favorable, and we expect to have some COVID impact as we go through Q2, like most other companies have suggested.

And when you say favorable, do you mean orders are still up year-on-year versus like -- versus the 1Q order growth?

Yes.

Your next question comes from Mark Delaney of Goldman Sachs.

Was just hoping the company could discuss the demand environment, both in terms of how the first quarter closed and if any business slipped out compared to what the company had been expecting when it held its last earnings call in March. But maybe more importantly, given the record backlog and based on what management knows today, is Vertiv still expecting a pickup in 2H '20 sales compared to 1H '20 on a qualitative basis?

Mark, Rob here again. A couple of comments there. We did see -- to answer your first question, we did see some pushouts, basically access to sites happen, in the combination of not being able to fulfill orders or pushouts because of site access or areas being shut down, for example, like Singapore today is. We do expect, and this has been consistent with what we've talked about since the beginning, that the second half would be an upside for us. Now again, given COVID, no one can predict how long the thing will last and when every country will be back to work. But the expectations are that the second half will be an up path as we said in the past.

Got it. That's helpful. And then my second question, I just wanted to better understand one of the comments in the press release. I think the company talked about a stable demand environment, but also orders were up 13% year-over-year. So I'm just trying to better reconcile some of the commentary, some of the puts and takes in orders that the company is seeing and just kind of better understand stable relative to the order growth that was reported.

Yes. Mark, just going through that at a high level, but hopefully give you enough color here. As we had been talking about, and I think in our last conference call, we talked about the fact that there was this digestion going on in the U.S. and we would expect in Q1 to begin to see orders pick up, specifically in the colo and hyperscale space. We saw real strength in the colo, hyperscale and telecommunications. And so that drove a lot of that, and that was what we had expected and it had happened. I think there were some orders. People had placed orders in advance to get in line because they want to make sure they're going to get their product. The areas which you would expect, small to medium business and enterprise during these times and the channel type business would be -- would not be on a growth trajectory right now. But again, with the products we're releasing, with our focus on that market, we fully expect when people get back to work, that we'll have recovery there.

Okay. And then just lastly, a follow-up on the questions related to cost and SG&A dollars were a fair amount less than what I had been anticipating, and how they talked about some of those incremental savings still to come. So maybe just help us understand how to think about SG&A dollars in 2Q and throughout the year? And do those trend lower than the levels that were reported in the first quarter? Or again, some of the temporary actions that I realize will be achieved -- do some of those temporary costs start to come back in, and so OpEx dollars start to go back up compared to where we came in at for the first quarter.

Yes. I have a couple of comments. This is Rob again, and then I'll turn it over to Dave or David. But what I would tell you is the world is going to be, I think, different. I don't -- can't predict actually even what it's going to look like. But I think we've learned to do work in a different way, which could affect some of our discretionary expenses, whether it's travel, the T&E side of things. So I would fully expect that -- and our team is working on new ways of doing work that are more efficient and more effective. And to give you an example, during this time, training for our sales -- for our service people, traditionally is something where we fly them in, they sit in class, and it's expensive. We've been able to do and use tools online, online testing, online classes. So we'll continue to take the efficiencies and the things we've learned during this pandemic and apply those to drive more efficiency going forward. David Fallon?

Sure. And just some further detail on that $60 million, probably about 70% of that will impact SG&A. So a good portion of the cost actions that we put in place will benefit SG&A going forward. And I think some of the drivers of the lower year-over-year SG&A in 1Q versus the first quarter last year will continue going forward. We were able to put in place some restructuring activity last year, which we will benefit from in each quarter going forward. So we certainly have some tailwinds behind us as it relates to SG&A. But also reminding folks that we are continuing to invest in innovation and technology and specifically R&D, even through some of the top line issues. And that R&D will be rolling through SG&A. So even though if you look year-over-year, we do not anticipate a significant increase in SG&A because we believe we can offset some of the higher cost of R&D with some of these favorable SG&A trends. We wouldn't necessarily expect significant reductions going forward.

Next question comes from Lance Vitanza of Cowen.

I wanted to actually focus on Slide 5. I found that very helpful. And I'll start. I was surprised to see the demand impact so significant. I mean 40% of the $80 million of revenues, so roughly $30 million. And I'm just trying to figure out how does that square with the commentary around orders being up year-over-year across the board. And specifically, does demand in this context, does this here include the inability to access customer locations? Or when you refer to demand, are you really specifically referring to just customers saying, we no longer want what we thought we wanted?

This is Rob again. Few comments on that, and then I'll hand it over to David. What I'd say is what we haven't seen is, customer demand, someone place an order and then cancel that. We have not seen canceled orders. So what we have seen, as you mentioned, and you're direct on is that the access to the site are people actually pushing it out just because they're shut down, and we can't access that site. So the combination of not being able to manufacture the goods because of the things that are happening in our manufacturing facilities and the access to sites really drove that revenue, that $80 million COVID impact.

Okay. That's super helpful and kind of what I expected, but wasn't clear. So then to the extent that this revenue is deferred rather than lost. Obviously, nobody knows when the lockdown ends. But once the lockdown does end, how quickly would you think, all else equal, we expect to see that deferred revenue return? I mean I would think it would be pretty quick, meaning in within a couple of months from whenever the lockdowns are over. Is that a fair estimation?

I wouldn't say within a couple of months, only because I don't know when our factories and rest of the supply chain will be at full strength and full health. That's going to be dependent, but access to sites will open up, and we'll certainly have a large backlog to work through and get that out. So I would expect to see, as we've talked about, and again, even pre-COVID that the second half will have a nice jump into it. And I think based on what we've seen in the backlog and customer overall demand, we're not seeing people cancel or delay. Now I did mention, and we did talk about the channel, things with small to medium business, who knows how these are going to come back. And various verticals, whether it's entertainment or whether it's travel. Some of those have been impacted pretty hard. And I just can't predict how that's going to come back, but we do see other areas like health care. And the thing I'm so excited about is this work-from-home initiative is really driving the fact that we need more edge devices. Latency has become a real huge issue. I bet every one of you experienced that in your home. So overall, we see the world coming back and our stuff being more -- even more vital than what it was prior to COVID.

Understood. Maybe just 2 quick follow-ups on that. The first is, could you remind us what percentage of your revenue currently comes from the channel? And then secondly, the EBITDA impact that you saw from the COVID hit in the first quarter is about 35%, 40% flow through. Is that -- whatever the revenue impact turns out to be in the second quarter, we don't know. But whatever that revenue impact is, should we expect the same kind of flow through to EBITDA that we saw in the first quarter?

Sure. I'll handle that. Yes, I'll handle the first part and then turn it over to David. On the channel side, that represents about 15% of our overall global revenue, so it's around $600 million, $700 million. David Fallon, on the margin side or flow through?

Yes. So we applied a 40% contribution margin to the $80 million COVID sales impact. And the reason we use a number that is probably a little bit lower than what we have been broadcasting as our contribution margin is because $50 million of that $80 million was in APAC. And in general, our contribution margins in APAC are lower than the other 2 regions. For the sake of modeling, going forward, we would anticipate any lost sales impact, whether it's related to COVID or otherwise, to be somewhere between the 40% and 45%. So probably a little bit higher than what we used in the first quarter.

Your next question comes from Scott Davis of Melius Research.

Is there any impact on price in the quarter? Is price generally pretty flattish at this point? Or are you able to get any positive price, particularly with new products?

Yes. So great question. And I would say within the quarter, we did -- we were able to get some price. We have actions, ongoing actions we did last year and will continue this year to drive price in areas. New products being delivered to the market give us some unique features and give us a little bit of pricing power as well. So the combination of just being maniacally focused on pricing on a global basis and new products intros that have innovative features that allow us to get more price than our competitors. For example, new models of our DSE air conditioner that allow higher margins for us. So we've been still able to get price during this time in various areas. We're very focused on that.

Okay. That's helpful. And then I probably should have asked this question a while ago, but how much of your backlog has a down payment? What's kind of the standard in putting something into backlog, which, obviously, the confidence in that backlog? Love to get your opinion on that as well. But first question really relating to how much of that requires a down payment?

Yes. Scott, not much at all. Very little do we have prepayment cash upfront on that. Now the backlog is supported by very healthy companies. Those orders that are coming in, whether it's colo, hyperscale, telecom, although all companies are affected by this pandemic, we have a really solid base of very financially stable companies that have placed these orders, and we feel real confident that we won't be seeing canceled orders. The demand is high as you can [indiscernible].

Okay. And just on...

The other thing that...

Please go right ahead, sorry.

Yes, Scott, the other thing that I'd add is just right now, this is a tremendous proof point that data centers are important, not just now, but going forward. And it's hard to imagine that these orders don't get -- don't continue. And to Rob's point, historically, we've had -- the backlog tends to be pretty robust.

Anyways, to get back to brass tacks here. A couple of just cleanups, and hopefully, you don't have a lot of other questions just cut me off if you do. But am I to assume that if 70% of that $60 million is SG&A, then the other 30% is kind of at the factory level and perhaps some of that could be structural/permanent? Is that possible or...

Scott, this is David Fallon. Absolutely. So if you look at the large components of the $60 million, probably 1/3 of that is discretionary spending. And that is more than likely the bucket of costs that we would be targeting going forward to be a permanent reduction. So a portion of that is D&E as an example. And we're all kind of learning new ways to do business without jumping on a plane. And so if you look at the different components, I would say there's going to be something of that $60 million that certainly flows through into next year and going forward. And we look at -- one thing -- one philosophy that Dave Cote has brought to us is a fixed cost is a fixed cost, whether it's in the factories or in the office. And we treat all fixed costs the same, and certainly, a significant portion of this will be benefiting the factories as well.

Okay. Super. I'm sorry, I have one last final one. Inventories, the -- was it the shutdown in the middle of March that kind of caught you guys with your pants down, if you will, on inventories because that was a pretty meaningful buildup that we saw? And presumably, you saw issues, I would imagine, in China, particularly earlier in the quarter that -- and so I was a little surprised the inventory is built that much.

Yes. So absolutely, the -- the negative impact from COVID, and we -- as we got through the first quarter, we were actually in line with our internal projections as it relates to the top line. And things moved south really quickly in China, virtually shut down all of February. And then, of course, the impact in the other regions accelerated into March. So as we were putting our inventory build plans together as of early February, we didn't necessarily anticipate the size of the negative impact that actually occurred. So I would attribute a very large portion of that $40 million, if not all, just related to our sales planning projections based on where we were sitting at the end of January.

[Operator Instructions] Your next question comes from Nigel Coe of Wolfe Research.

So I thought one of the highlights of the quarter was services growth remained in place. And I'm just curious how the short-term placed restrictions have impacted services. And then on top of that, maybe just characterize the service book in terms of transactional or discretionary services versus contractual?

Yes. Nigel, thanks for the question and your time here. Yes, the services, one of the areas of growth is if you look at and recall when we kind of on the road and going through is services and the channel IT. So service has been a real focus for us to expand that, get higher capture rates and so forth. So we expected to see growth there. Where we were able to get access, we do have about 55%, 60% of our services are under contract and whether the preventive maintenance and so on. And we've seen some pushback on preventive maintenance and people going to more critical services necessary during this time or what we call start-up services. So we did see an uptick in the actual services, but we did see a downtick a little bit in the spare parts side of things. So the combination of the 2 kind of led us to a little bit of growth there. We expect coming out of this, especially, Dave mentioned, things are so vital now, customers really want to make sure they get their health checks on their systems and so on. So I would expect and we'll continue to invest in service people, service personnel to make sure that these networks remain vital and robust.

Right. Yes, that makes sense. And then I thought the free cash flow scenario analysis was very, very helpful. And given that the down 25% isn't your -- clearly isn't your [ base ] case scenario, but in that scenario, are you assuming that working capital can delever at the same rate of sales, so that 20% remains fairly constant on sales by year-end? And then I think you called out, David, that the 2Q free cash flow could be negative. Is that normal seasonality for free cash flow?

Yes. Just to address the second one. Absolutely. If you look at the cadence of our quarterly free cash flow, our first quarter historically has been negative. And our second quarter toggles between slightly positive or slightly negative. Certainly, free cash flow in Q2 will be impacted by the lower sales in Q1. So we are anticipating a slight use of cash in Q2 this year. And as it relates to the recovery of working capital, the way we are modeling and actuals hold true to this if we look at our historical movement in working capital. But we're assuming a 22.5% recovery in working capital per dollar of sales, whether that goes up or down. And if you compare that to the 42.5% or so contribution margin on sales, for every dollar of sales loss, we lose about $0.20 of free cash flow. And that $0.20 is 42.5% contribution margin less than -- or less the 22.5% for working capital.

This concludes our question-and-answer session. I'd like to turn the conference back over to Mr. Rob Johnson for any closing remarks.

Thank you, operator, and thank you all of you for those questions. As Dave stated in the beginning, we are investing for the future during this COVID period in R&D and in sales, people and services. We'll continue to do that, so we come out much stronger. We're taking the appropriate actions on cost, and we have additional levers, if necessary, if this pandemic gets worse. We're continuing to drive the long-term margin expansion that we've talked about, and we'll continue to pull those 4 or 5 levers. And I want everyone to be clear, as we've mentioned many times, we feel we have solid liquidity. I want to thank all 19,000-plus employees around the world for working hard every day to take care of our customers. We appreciate all your time. Please stay safe. We look forward to speaking to you again soon. Thank you very much. This concludes the call.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.