VRT 10-Q filed 2026-10-28 | Key takeaways
VRT filed its 10-Q; the most relevant disclosure change is expanded Condensed consolidated balance sheet: At September 30, 2026, cash was $3,512.9 million, receivables $4,379.7 million, inventories $3,288.4 million, deferred revenue $4,120.5 million and total assets $18,174.5 million. Quarter-over-quarter increases were $702.3 million, $629.4 million, $765.7 milli.
Forward guidance
Key takeaways
Subsequent event: Vertiv's UIG acquisition agreement was signed September 1, 2026 and closed October 26, 2026; Vertiv paid $1.45 billion in cash at closing, subject to customary adjustments, with up to $1.15 billion of additional potential cash consideration payable in two tranches if EBITDA targets are achieved.
Contingent consideration: The PurgeRite earnout liability was $239.6 million at September 30, up from $206.1 million at June 30; the company recorded $33.5 million of expense in Q3 and $95.5 million for the nine months.
Purchase price allocation: For the three other 2026 acquisitions, Q3 adjusted preliminary net assets by $2.1 million and goodwill by $(2.1) million and recorded a $29.1 million contingent earnout liability after a $0.6 million Q3 expense.
Non-marketable securities: Q3 added an $18.1 million unrealized upward fair-value adjustment, producing an $18.1 million other non-operating gain and $33.1 million carrying value; no realized gains or losses were recognized.
Liquidity and capital resources: At September 30, Vertiv had $3,512.9 million of cash, $198.8 million of short-term investments and $2,484.0 million of revolver availability, with no revolver balance and compliance with the 4.00-to-1.00 net leverage covenant.
Capital expenditures: Nine-month capital expenditures including capitalized software were approximately $430.3 million, and the company expects $575.0 million to $600.0 million for full-year 2026.
Officer trading plans: Paul Ryan adopted a Rule 10b5-1 plan on September 4 and Anand Sanghi adopted one on September 10, covering potential share sales and option exercises under their respective plans.
Key metrics
Disclosure changes
- Condensed consolidated balance sheet
At September 30, 2026, cash was $3,512.9 million, receivables $4,379.7 million, inventories $3,288.4 million, deferred revenue $4,120.5 million and total assets $18,174.5 million. Quarter-over-quarter increases were $702.3 million, $629.4 million, $765.7 million, $486.8 million and $2,273.6 million, respectively.
The quarter-end working-capital and deferred-revenue balances increased substantially from June 30. - Business combinations — Subsequent Event
The filing added the UtilityInnovation Group merger agreement entered September 1, 2026 and its October 26, 2026 closing. Vertiv paid $1.45 billion in cash and disclosed potential additional consideration of up to $1.15 billion tied to EBITDA targets.
The closing adds post-quarter cash consideration and contingent payment obligations to the reported balance sheet. - Business combinations — PurgeRite contingent consideration
The PurgeRite contingent earnout liability increased to $239.6 million at September 30 from $206.1 million at June 30. Vertiv recorded $33.5 million of expense in Q3 and $95.5 million for the nine months due to the increased probability of achieving post-closing performance metrics.
The higher liability and associated remeasurement increased other operating expense and the accrued contingent payment. - Business combinations — Other acquisitions purchase price allocation
For the three other 2026 acquisitions, Q3 preliminary purchase-price accounting increased other net assets by $2.1 million and reduced goodwill by $2.1 million. Vertiv recorded a $29.1 million contingent earnout liability and a $0.6 million Q3 expense.
The Q3 measurement update changed preliminary goodwill and added an explicitly quantified contingent earnout liability. - Financial instruments — Non-marketable equity securities
The filing reported $15.0 million of initial cost, an $18.1 million cumulative upward fair-value adjustment and $33.1 million carrying value for non-marketable equity securities. The $18.1 million unrealized gain was recorded in other non-operating income, with no realized gains or losses.
The fair-value adjustment produced $18.1 million of other non-operating income in Q3. - Capital expenditures
The current filing discloses approximately $430.3 million of nine-month capital expenditures including capitalized software and expects $575.0 million to $600.0 million for full-year 2026 to support capacity expansion.
The disclosed range represents planned cash outlay for capacity expansion.
Primary source
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