Vertiv Holdings Co

NYSE:VRT

Earnings Call Transcript 2020-Q3

[Operator]

Good morning. My name is Andrea, and I will be your conference operator for today. At this time, I would like to welcome everyone to Vertiv's Third Quarter 2020 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. Please note that this call is being recorded.

I would now like to turn the program over to your host for today's conference call, Lynne Maxeiner, Vice President of Investor Relations.

[Lynne Maxeiner, VP, IR]

Thank you, Andrea. Good morning, and welcome to Vertiv's third 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'd 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 made 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 deck found on our website at investors.vertiv.com.

With that, I'll turn the call over to Executive Chairman, David Cote.

[David Cote, Executive Chairman]

Thanks and good morning, everyone. When we spoke in August, Vertiv’s team had wrapped up a very successful second quarter. I am happy to say the team demonstrated excellent execution again in the third quarter. Vertiv continues to have a great position in a good industry. And I think the proof points of the last several quarters demonstrate that it's not a fluke. Even during this COVID time, the data center market remains strong and Vertiv continues to validate its leadership position in the market. While the team executed on both the top and bottom line over the past several months. They also continue to focus on seed planting. So we'll win not only in the short-term, but also the long-term. Initiatives such as the new Vertiv product development activities, VPD deploying the Vertiv user experience or customer view and developing their three-year Strategic Plan give some of the ways the Vertiv team is focused on ensuring sustainable success.

I am really impressed with the adaptability and the receptiveness of Rob and his team. Overall, I'm just as excited today about the future Vertiv as they were a year ago, and I can't wait to continue working with the team.

So with that, I'll turn the call over to Rob.

[Robert Johnson, CEO & Director]

Good morning, everyone, and thank you, Dave. Your ongoing coaching and mentoring has meant a lot to both me and the team. I also want to say thank you to the entire Vertiv team for their efforts in Q3. Despite the challenges of the quarter, one of the positive constants has been the team's relentless focus on delivering to our customers. The Vertiv’s team creativity, energy and passion for serving our customers is always front and center.

Now let's look at the slides. Turning to Slide 3, overall, the demand side of the business was very promising the sales were up 8.5% and orders were up over 15% as compared to Q3 last year. Additionally, this is the fourth quarter in a row where our backlog rose and hit yet another all time high.

We will get a bit more into the specifics on the demand side of the business over the next few slides. From a profitability standpoint, our adjusted EBITDA was $179 million, which is up 31% from last year's Q3. This result in adjusted EBITDA margin expansion of 270 basis points, this was driven by higher sales, higher contribution margin, lower fixed costs on a percentage basis. Our free cash flow at the end of Q3 was $129 million, which was $115 million higher than last year's Q3.

During our last earnings call, we mentioned that we would be working on a restructuring plan in Q3. We completed that activity and took an $80 million restructuring charge for the programs. These restructuring efforts will drive $85 million of annualized run rate savings by 2023. David will share more details about our plans later in the presentation.

Next on this slide, we wanted to provide you some of the ranges for the expected outcome of Q4. We are anticipating the implications of COVID. They continue to fluctuate based on our current visibility, we expect our organic sales to be up 6% to 8% and our adjusted EBITDA will be up 18% to 24% from the last quarter, Q4 last year. So while these dynamics can change, we did want to share with you, what we're currently seeing playing out in Q4. Now all this is clearly predicated on COVID not impacting our customers, and not impacting site access anymore than what we saw in Q3. We'll discuss more on this topic later.

Finally, I wanted to add a bit of color around 2021. As we see things right now, the demand side is holding up and our backlog to be robust as we exit the year. On the cost side, we're keeping a close eye on fixed costs constant, but we're continually looking at investments in VPDs and other growth programs to ensure long-term success.

Turning to Slide 4, we use this slide last quarter and received good feedback on it. So we wanted to keep it in for consistency, and also add our thoughts around the current market environment. The chart is simple but it realized the real-time view we have on the demand side of things. It is qualitative in nature and depicts our view on the level of health and activity in each of the markets we serve. We continue to see strong levels of activity in every region in the cloud and colocation markets, as indicated by the six green buttons in the top two rows.

Emerging vital applications such as online education, telemedicine, video and gaming are benefiting our cloud and colocation customers, as surge in demand is benefiting us as well. In contrast, we see the enterprise and small-to-medium business still being challenged by COVID and indicated by the red and yellow buttons in row three. This segment spending continues to be mixed. It's probably slightly more positive today than it was 90 days ago, but not significant enough to upgrade any of the regions in this particular space.

Switching to the telecom side of things, most of our regions are pretty consistent with prior quarter. We continue to see 5G deployments in U.S. and parts of Asia. Well, China is certainly deploying 5G. We see a small pause at the moment as they digest some of their equipment. This is not surprising, and we expect that it will be short lived.

Finally, as we told you before, our C&I business often tracks GDP over the longer run, but sometimes the quarterly timing can be different. While this segment has held up better than expected, things remained relatively flat. Well, certainly some puts and takes but overall a decent market picture when you consider our mix of data center business. The applications people use every day to become more and more vital because those applications are needed to be processed, stored, transmitted and this creates a great backdrop for our business.

Moving to Slide 5, to reiterate, the overall demand is strong as evidenced by our order rates in our record backlog led by EMEA and Asia. EMEA was particularly strong, due to some larger projects, specifically in the colocation market. As I mentioned in the prior chart, the enterprise and IT channel markets are still not back to pre-COVID levels. But there are signs of life, as evidenced by our integrated rack solutions business having positive growth in the third quarter this year versus the same quarter last year.

Switching to the supply side now, I'm pleased to report that most of our facilities are operating normally. However, I will say that things continue to evolve very rapidly. We're being very cautious with our workforce, as safety it’s our number one priority. We continue to navigate through these impacts on the operations and supply chain side. But we have become creative problem solvers, and experts in mitigating issues before they become concerns for our customers.

Gaining access to sites for installation services has proven to be an issue. But, we continue to manage around any restrictions. Countries like Singapore and Malaysia, Philippines are still struggling with COVID. And we've seen some of these countries in Western Europe tightening back up again.

These unfortunate COVID related situations are outside of our control. And however, we continue to work closely with our customers to adhere to health and safety requirements and to make sure that our scheduling of our service departments are as flexible as possible to meet their needs.

With that, I'll turn it over to David Fallon to walk us through the financials. David.

[David Fallon, CFO]

Thanks, Rob. Turning to Slide 6, this page summarizes our third quarter financial results versus last year. As you can see, net sales were up $91 million or 8.5%, 8.3% when adjusted for a slight foreign exchange tailwind. We continued our strong momentum with orders as Rob mentioned, which were up 15.5% in the third quarter and 10% year-to-date. Adjusted EBITDA increased $43 million or 31% driven by higher sales, improved contribution margin and relatively flat fixed costs converting into a 270 basis point improvement in adjusted EBITDA margin.

Our sales and profitability performance may translate into strong free cash flow of $129 million, which was up $115 million from last year's third quarter. We'll review some of the drivers of this improved free cash flow in a couple slides. But before leaving this page, we are proud to emphasize that our third quarter adjusted EBITDA related margin and free cash flow figures are all record quarterly highs, demonstrating our continued focus on profitable growth and strong cash flow generation.

Turning to Slide 7, this slide summarizes our third quarter segment results, net sales in the Americas were down $14 million or 3%, as growth in our integrated rack solution segment primarily in the channel was more than offset by lower large project sales in our critical infrastructure and solution segment and lower sales in our services and spare segments caused by COVID site access issues. Net sales in APAC increased $56 million or 17% primarily due to continued strong growth in China across most end-markets including data centers, telecommunications and industrials. Geographic locations outside of China in APAC are relatively flat as we continue to deal with some site access challenges in some of those jurisdictions. Net sales and EMEA were up $49 million or 24%, with $7 million driven by a stronger euro, the $42 million or 21% organic growth, somewhat aided by the timing of large projects was spread across several market verticals including colocation data centers, telecommunications and commercial and industrial.

From a profitability perspective, adjusted EBITDA margin improved in all three geographic segments but notably in the Americas, where margin increased over 800 basis points from last year's third quarter. A portion of this improvement was driven by strong product mix this quarter. But that was coupled with a lower margin large project last year caused by poor internal execution. But the remainder of the increase was result higher contribution margin from strong execution of purchasing and pricing initiatives and driving lower fixed costs.

On a year-to-date basis adjusted EBITDA margin in the Americas has increased over 400 basis points from last year, illustrating the progress we have made with our margin expansion initiatives in a relatively short period of time.

Next, moving to Slide 8, this chart bridges third quarter free cash flow from last year. The $115 million increase is primarily driven by lower cash interest pursuant to the debt pay down and refinancing in the first quarter and that is coupled with higher adjusted EBITDA.

After beginning the year with the use of cash in the first quarter, if you recall, we used about $203 million of free cash flow in Q1. But since then, we have generated more than $190 million of free cash flow over the last two quarters really indicative of the strong cash generation potential of this business. This free cash flow has allowed us to pay down our ABL by $170 million in the third quarter, while improving our liquidity position from about $450 million at the end of the first quarter to over $650 million at the end of September.

Next turning to Slide 9, this page summarizes costs and benefits of a restructuring program, which supports our continuing objective to maintain fixed costs constant while reinvesting in the long-term growth of the business. Pursuant to this program, we recorded a $71 million restructuring reserve in the third quarter, which was primarily related to severance for headcount efficiency and footprint optimization projects may be launched in the fourth quarter in over the next couple of years. In addition, we recorded a $9 million intangible asset impairment charge for trademarks and developed technology in a small business unit we are streamlining. We anticipate additional albeit smaller, restructuring program expenses in both 2021 and 2022 that aren't covered by the third quarter reserve.

We estimate $84 million net cash outflow to execute the restructuring program with approximately $16 million of that in 2021. We expect $85 million run rate savings from the program in full year 2023. With those gross savings ramping up in each 2021 and 2022. For next year, we expect over $40 million gross savings from the restructuring program offset by approximately $20 million of additional restructuring expenses not covered by the third quarter reserve.

Next, turning to Slide 10, this page summarizes our financial guidance for the fourth quarter. And overarching any expectations for the next several months is the dynamic uncertainty with COVID, which is certainly worsening in many global jurisdictions. Accordingly, our guidance for next quarter assumes that COVID conditions are not significantly change from what we experienced in third quarter. If conditions do become more challenge, our guidance here today could be significantly negatively impacted.

Notwithstanding these change in COVID conditions, we do expect strong fourth quarter top line growth of 6% to 8% from last year's fourth quarter and 7% to 9% sequentially from this year's third quarter as we continue to benefit from a record high $1.85 billion backlog at the end of September.

Adjusted EBITDA margin is expected to improve approximately 165 basis points at the midpoint from last year's fourth quarter as contribution margin should increase from purchasing and pricing initiatives and fixed costs although slightly higher than last year, primarily due to growth investment should decline as a percentage of sales. Fourth quarter adjusted EBITDA margin when looked at sequentially from the third quarter. It should be relatively flat quarter-over-quarter despite the anticipated higher sales and some of the drivers that include the anticipation of an approximately $30 million increase in fixed costs in the fourth quarter versus the third quarter as the benefits from our COVID-19 cost savings program ramped down, and in addition to higher growth, investment and public company costs. Once again, before moving off this slide, we certainly reiterate that these expected fourth quarter results could be significantly negatively impacted by any worsening COVID-19 conditions.

So with that, then I turn it back over to Rob.

[Robert Johnson, CEO & Director]

Thanks, David. Turning to Slide 11, here is a bit more detail regarding our perspective on 2021? We expect cloud, colocation and telecom markets will continue to be healthy as we enter into 2021. Because of COVID, we’re unable to anticipate what the enterprise market will look like. But we anticipate growth and the overall data center landscape.

Our backlog should be slightly better heading into 2021 than we thought at the end of last quarter, which provides us good visibility and confidence on the revenue side for the first half of 2021. However, the uncertainty of COVID provides us applause today, more than we were thinking 90 days ago. Certainly, we're not in the business of making predictions on when there will be a vaccine. But we do see this as a very dynamic situation today as David mentioned earlier.

As we have seen during this entire pandemic, we are planning for the worst scenario, and working and hoping for the best as things remained very dynamic even today. On the margin side, as we mentioned previously, we are firm believers in the strategy of holding fixed costs constant. This concept is being practiced today. But as mentioned previously, we will continue to invest in R&D and growth investments that will be key for our long-term success. So while we're not providing specific 2021 guidance, at this point, we did want to refresh the commentary we provided to you last quarter.

Now, turning to Slide 12, our backlog, fixed cost constant approach we have implemented in our liquidity position are in great shape. We hold a leadership position in a growing industry, and the demand for digital infrastructure to support the vital applications the world needs has never been stronger, we will continue to invest for the future while simultaneously managing it for today. So we are prepared to be even more successful as we emerge from this pandemic. And the world adapts to a post-COVID life.

Thank you for being on the call today. Thank you for your support. I'll now turn the call over to the operator who will open up the line for questions.

[Operator]

We will now begin the question-and-answer session. [Operator Instructions] We will pause for just a moment to compile the Q&A. The first question comes from Andy Kaplowitz of Citigroup. Please go ahead.

[Andrew Kaplowitz]

Good morning, guys. Thanks for all the details.

[Robert Johnson, CEO & Director]

Good morning Andy.

[Andrew Kaplowitz]

Thinking about just early thoughts about 2021 you gave us you've mentioned you said to see strong demand from cloud and colocation, healthy telecom. And then it's too early to call on the enterprise stuff. But it seems like when you put that together with your backlog and you consider the easy comparisons you have at least in the first half of ‘21, does it give you at least some confidence that Vertiv could see the type of organic growth you are recording in the second half of ‘20 lasting into the ‘21, despite the increased COVID risks you're concerned about?

[Robert Johnson, CEO & Director]

I think it's really too early to call again, the recovery on the enterprise in the small-to-medium business. So I would say that as the business has over the last four years, Andy, there is a digestion period and then there's a building period. And you we can't really predict what that's going to look like. So I wouldn't be projecting and saying that we guarantee or we have this same level of growth, but we are seeing a robust market out there. And we're participating and we're winning our fair share.

[Andrew Kaplowitz]

That’s helpful and then you mentioned the $20 million of incremental benefit in Q3 that came from increased productivity pricing mix, so maybe you could talk more generally about the progress in implementing the Vertiv operating system. Where are you in the process? How do we think about the incremental opportunity in terms of pricing and productivity as we go into ‘21 as we're going to [Indiscernible] benefits actually accelerate as you continue to improve your focus over the next few quarters?

[Robert Johnson, CEO & Director]

Sure Andy good question. So, our Vertiv operating system. And we've talked about this, it’s something that it takes time, right? It's not something that we actually get done in a year or two years. But it happens over a period of time as we roll that out and deploy that. And the benefits from some years, maybe 50 basis points next year maybe 100 basis points. And we feel good about the pilot plants that we have running now. And our progress that we've made so far as it relates to rolling out the Vertiv operating system. And again, we do see long-term benefits from that.

From a pricing perspective, we continue to get in various parts of the world pricing, and we expect to get pricing again, next year as we go into 2021, whether it's on products or services or our differentiated product sets that we're coming out with, and that's part of the reason why we're investing a lot of money in the what we call the Vertiv product development is to bring those features up and have those innovative solutions that customers are willing to pay a better price or give us a better price. But that's not just competing on a commodity level product-to-product.

[Andrew Kaplowitz]

And just one more quick one from me, the lower contribution margins that you estimate for Q4 was Q3, it's really just a function of that $30 million and higher fixed costs. And then, just continued investment. There's nothing else really to read into there other than that?

[David Fallon, CFO]

Yes, Andy, this is David. That certainly is a headwind for us in 4Q, the higher fixed costs. And we certainly have to point out that, we see that higher fixed costs as investment in the long-term, a lot of that is driven by the DBD spend, R&D spending, and continue to invest in some of the growth markets. But we also anticipate contribution margin to dip a little bit in Q4 versus Q3, which is separate from fixed costs. And that's driven in part by product segment mix. So we see healthy growth, Q3 Q4 in the top line, but it's probably a little bit over balanced to the critical infrastructure and solutions product segment, which has a little bit lower margin than the other two product segments.

[Andrew Kaplowitz]

Very helpful, guys. Thanks.

[Robert Johnson, CEO & Director]

Thank you Andy.

[Operator]

The next question comes from Mark Delaney of Goldman Sachs. Please go ahead.

[Mark Delaney, Goldman Sachs]

Good morning, everyone. Congratulations on the strong third quarter results. And thanks very much for taking the question. I just want to better understand the commentary on the hyper scale market. And of course, as you discussed the company had very good orders in that segments and is expecting some strength to continue there. Can you elaborate a little bit more on that and market in particular? And I asked because some of the semiconductor and tech hardware companies have been seeing a slowdown in data center spend, doesn't seem like that's Vertiv’s outlets. So maybe you can help us understand a little bit more what you're seeing in that market and why Vertiv’s business may be a little bit different.

[Robert Johnson, CEO & Director]

Yes, Mark. Hi, this is Rob. Thanks for the question. Thanks for being on today. What I'd say is a couple things we are seeing strength globally in the colocation and hyper scale market. What tends to happen, though, is that what you might hear from the chip manufacturers doesn't necessarily correlate or connect directly to the demand that we're seeing, partly because while we're building, they're not filling. And so there's some timing differences as that data centers get built, and get deployed, from them then filling with the IT equipment from that perspective. So I don't think, we use those as nothing indicators of where things are going because they're a little bit lagging. What we're seeing on the on the front end of the business.

[Mark Delaney, Goldman Sachs]

Got it. This is helpful. I just wanted to ask on free cash flow. And as we're thinking about 2021 modeling, I know it's still early, but should we think about incremental EBITDA dropping through into incremental free cash flow? Are there any investments and working capital or CapEx, we should be cognizant of thinking about it at this point. And then it'll be just announced that dividend but if you could also talk about you, as you're driving that higher free cash flow, how should investors be thinking about the use of their free cash flow?

[David Fallon, CFO]

Yes, thanks for the question Mark. So first, on free cash flow I think a good starting point to understand 2021 is to go back to our beginning of the year guidance for 2020 and this is all pre-COVID. But on a pro forma basis, when you adjust for some of the transaction related expenses and also adjust for some of the benefits that we started to receive at the end of the first quarter from the debt refinancing and pay down. We had set a pro forma free cash flow for 2020 was in that $285 million to $300 million.–ssss …$285 million to $300 million range.

I think that's a really good starting point for next year. There certainly will be some moving pieces. And one of those is related to the cash outlay pursuant to the restructuring program, which we said was about $60 million, we should receive some benefit from the lower expenses from restructuring. I think that's probably a really good starting point. As it relates to what we are going to do with the cash. Yes, at this point, our intention is to pay down debt.

[Mark Delaney, Goldman Sachs]

That's helpful. If I could just take one last follow up and around that restructuring. If I recall correctly last quarter’s call the company talked about potential savings $50 million to $70 million in 2021. And now today talking about a higher number in 2023, but if I am understanding correctly, ‘21 savings is maybe a little bit lower. I don't know, if you could or anyone on the team, if you could clarify a bit more on how to think about the trajectory of savings from the program? Thank you.

[David Fallon, CFO]

Yes, great question. So apple-to-apples, the $50 million to $70 million that we discussed at the end of the second quarter, after we have completed the initial planning is likely going to be in the $40 million range. So that's a gross savings number. The reason that has declined from when we talked about it three months ago is primarily related to some of the planning on the footprint optimization. So, of course, primary goal of the restructuring is to take cost out. But, we have to do that with very minimal impact on our customers. So as we looked at the plan, we've moved some of the planning out on some of the footprint projects from mid-to-late 2021 into 2022. And so the savings have not changed, the expected savings have actually increased a little bit. But just the timing has moved out from 2021 into 2022.

[Mark Delaney, Goldman Sachs]

Thank you.

[Operator]

The next question comes from Amit Daryanani of Evercore. Please go ahead.

[Amit Daryanani, Evercore]

Good morning, and thanks for taking my question. I guess maybe to start with, as I think about the September quarter growth numbers at 8% growth. And I guess when I think the December quarter midpoint of growth is one that you guys will do 7% to 8% organic growth in the back half of this year. How do I think about that outperformance versus your longer term growth you've talked about it 3% to 4%? Is that coming more from share gains or better end markets? And sort of the durability of that as we go forward?

[Robert Johnson, CEO & Director]

I'll start with that. This is Rob. Amit thanks for the question. I think it's a combination of both, the markets are strong as it relates to colocation and that was one of our key strategies that we kind of put in place to take share there. And we've done really well on a global basis. And that in market itself is fairly robust today and again, driven a lot by COVID. And people working from home and just not having enough capacity from that perspective. So I think the over performance there are strong performances is really driven by those two things. We feel good about our position against the competition.

[Amit Daryanani, Evercore]

Perfect, yes. And I guess, maybe I'll just follow up on Americas performance, which was down 1% organically it was overall up 8%. If you look at that delta, was it really all attributed to the timing of large projects or I guess maybe how much of that was some of the other factors? And you expect to catch up that performance in the December quarter?

[David Fallon, CFO]

Yes, this is David. So I think you hit it right on the head. So the impact of the large project was somewhere between 400 basis points and 500 basis points of growth. So that alone would have turned that negative 2.5 to positive, but if you also look at the product segment results for the Americas there also was a headwind for services, which probably contributed about 200 basis points. And in addition, Americas also had a foreign exchange headwind; the other two regions had a tailwind in the third quarter, but because of the Mexican peso, the Brazilian Real that was about a 1% headwind. And looking forward into the fourth quarter and I think we bullet point this on the guidance slide, we are anticipating low single-digit growth in the Americas in the fourth quarter. So we do anticipate a little bit of a rebound there versus what we saw year-over-year in the third quarter.

[Amit Daryanani, Evercore]

Perfect. That's it for me. Thank you.

[Robert Johnson, CEO & Director]

Thank you, Amit.

[Operator]

The next question comes from Nicole DeBlase of Deutsche Bank. Please go ahead.

[Nicole DeBlase, Deutsche Bank]

Yes, thanks. Good morning, guys.

[Robert Johnson, CEO & Director]

Good morning, Nicole.

[Nicole DeBlase, Deutsche Bank]

So I just wanted to follow up on one of the questions asked earlier on the new restructuring program. So I think the $40 million gross savings get that part. I guess what I'm missing is, I think you guys have talked about $60 million of temporary cost benefits in 2020, that you were looking to offset? I guess, is the expectation that that full $60 million does come back next year and thus creating a net headwind or how do we think about that?

[Robert Johnson, CEO & Director]

Yes, Nicole, so really good question. So what we would say is, we really have to look at these things independently. So when we look at the restructuring, we do anticipate $40 million of gross savings, we will have additional restructuring expenses of $20 million. So there's a net $20 million savings next year related to restructuring. Separately, we do anticipate some headwinds pursuant to the COVID cost saving program we put in place. If you recall, we anticipated that to be $60 million this year. And we're certainly on track. But of that $60 million we believe $40 million is going to come back into the business. So, those two things certainly offset.

But when you look at all of the savings finishes, and the headwinds, our goal and our target is to keep the fixed costs constant. And we purposely on the 2021 slide, we provided some indication that we actually anticipate fixed costs to increase in 2021 versus 2020. And a big driver of that is related to the size of the reinvestment back into R&D and growth investment in the market. So we kind of look at all of these puts and takes fund ably. And when it all boils down to what our fixed costs doing next year, we actually anticipate those to increase a little bit because of that growth investment on a net basis.

[Nicole DeBlase, Deutsche Bank]

Got it. That's really, really helpful to clarify that. I guess, one follow up when you guys think about restructuring costs, are you going to add those back to adjusted EBITDA, I'm just trying to think of the right way to model this?

[Robert Johnson, CEO & Director]

We are not. So going forward, the only item that we will adjust will be for the intangible amortization and that will be reflected in our adjusted EPS, adjusted net income. But going forward, any restructuring expenses will be included in whatever we guide and whatever we report for adjusted EBITDA or whatever financial metric that we'll be reporting.

[Nicole DeBlase, Deutsche Bank]

Okay, got it. Thanks. I'm just going to squeeze one more in, I guess, back to the point on R&D also related for 2021. Any idea yet about the magnitude of R&D growth next year or step up an investment maybe it's too early and then I guess, like, longer term does R&D need to continue increasing from here beyond 2021?

[Robert Johnson, CEO & Director]

Nicole? Hi, this is Rob. I'll take the first part of that and Dave can share some guidance or some not guidance, but some numbers. Part of our strategy as we stated was to take our R&D up to around 6%. So we expect that to increase every year as we look at the adjacent called markets or adjacent product areas and continue to fill out the product line and driving that innovation in both the edge and continued in the colo and hyper scale. So we look at continued investment as part of our Vertiv differentiation going forward is to continue that development cycle and new products. And we measure that and take a look at revenue from new products and how that helps us grow. So I would expect for the next couple of years as we ramp up to the 6%. And we'll continue to spend at that level and that will be a key differentiator for us.

[Nicole DeBlase, Deutsche Bank]

Thanks for the time. I'll pass it on.

[Operator]

The next question comes from Lance Vitanza of Cowen. Please go ahead.

[Lance Vitanza, Cowen]

Hi guys, thanks for taking the question and congratulations on the quarter. I guess I wanted to drill down a little bit on the Americas EBITDA margin, obviously, just really strong in the quarter, and then even if you were to look over a nine month, the last nine months is pretty impressive. I know you mentioned you've got some fixed costs that are coming back in Q4. Should we assume that that is that sort of the big driver of that big margin improvement? And then is it possible to sort of think about what that margin would have been kind of on a go forward basis? And just for generally, I guess, do you think about that level of margin, as ultimately sustainable or achievable? Thanks.

[David Fallon, CFO]

Yes, thanks Lance. This is David. So first, I want to reiterate how pleased we are with the progress that we're seeing not only in Americas, but in all the regions as it relates to margin expansion, but in particular, in the Americas. And certainly the 800 basis point improvement versus the third quarter last year was very impressive. But it also improved up 200 basis points from Q2, which is probably more comparable. And from our perspective, heading into Q3, the performance that we saw from the Americas from an EBITDA margin perspective, around 30%, probably was at the upper range of what we anticipated. And there were a lot of things that went the right way in Q3, including product mix, not necessarily between product segments, but within product segments.

So as we move to the fourth quarter, we would not anticipate to see an EBTIDA margin in Americas comparable for Q3, we still would see very nice growth from Q4 of last year. But we would anticipate EBITDA margin in Q4 to be more close to Q2. And one of the drivers there for Q4 is that a lot of our growth that we're seeing in Americas and also the other two segments is in that critical infrastructure and solution segment, which does have a little bit lower margin than the other two segments. So we're very hopeful that that contribution margin and the EBITDA margin we saw in Americas is, really pretends what's the come for that segment and the business in general. But just looking out one quarter, we would anticipate that to drop back a little bit.

[Lance Vitanza, Cowen]

Thanks itself. Well, if I could just get one more in, a quick one. You mentioned in the slide deck, your free cash flow definition includes dispositions of PPE. I don't think that that was material in Q3, do you expect that that will be material going forward at any point?

[Robert Johnson, CEO & Director]

Certainly not this year, I think we had about $5 million last year. I'm not sure we had anything here year-to-date. So we wouldn’t anticipate anything significant for Q4. However related to the restructuring program, we do plan to sell facilities and equipment and that probably would be timed in 2022. It could slip into the end of 2021. But we wouldn't anticipate anything significant for at least a year.

[Lance Vitanza, Cowen]

Have those perspective potential inflows been kind of netted against the numbers that we're talking about in terms of your spend over the course of the next year?

[Robert Johnson, CEO & Director]

It is, so when we well for the lifetime of the program. We're expecting $84 million net cash outflow to support the savings. The anticipated sale of assets is net in that number and it's somewhere between $20 million and $25 million. So the growth cash outflow is over $100 million, but we do anticipate to get between $20 million and $25 million for these assets sales and once again, most of that we anticipate to come in 2022.

[Lance Vitanza, Cowen]

Thanks for the clarification, guys.

[Robert Johnson, CEO & Director]

Thanks. Thanks a lot.

[Operator]

The next question comes from Andrew Obin of Bank of America. Please go ahead.

[Andrew Obin, Bank of America]

Yes, good morning.

[Robert Johnson, CEO & Director]

Good morning, Andrew.

[Andrew Obin, Bank of America]

I think a lot of my questions have been answered. But just one question, just to clarify, so if fixed costs are going to be increasing in ‘21 versus 2020. So should we think about incremental EBITDA margins coming in below gross margins? So, target contribution margin 40%, 45%, but maybe thinking low-to-mid 30s contribution is that still reasonable?

[Robert Johnson, CEO & Director]

So I think from a contribution margin perspective, what we have spoken to was general range between 40% and 45%, it depends on the region, it depends on customer mix and market vertical mix. But, we still generally plan internally for that range. And that's what we would speak to externally. What I will say from a fixed cost perspective, and I want to caveat all this, we are not providing guidance for 2021. Yet, we are still going through the planning, process ourselves. But we thought it prudent to provide some expectations that we see a lot of good R&D and BBD projects for next year, quite frankly, more projects, and we have resources to complete. And we thought it was prudent to continue to invest in those.

And as a result, because of the size of that investment, we anticipate fixed costs increased. But from a margin perspective, we would not believe that to be a tailwind. So, impact on margin, we don't believe fixed costs is going to increase as a percentage, as high as the top line will increase year-over-year. So even though fixed costs will increase, we don't think that would be a significant headwind as it relates to EBITDA margins.

[Andrew Obin, Bank of America]

Got you. And just another question, just to clarify, on enterprise versus sort of small and medium business. I think one of your competitors commented actually that they were somewhat more bullish on enterprise outlook, both near-term and medium-term. And I just want to parcel out you did talk about sort of big project slippage. Was that on the enterprise side or was that sort of on the colo cloud side? Just want to understand, just yes, so that's a good question. And maybe then just a little bit more color on what's happening in small and medium business side of things?

[Robert Johnson, CEO & Director]

Yes, sure. This is Rob. A couple of things, the large projects are colo and hyper scale. So that kind of covers that area. On the enterprise side, what we look at is, as we really go to this hybrid world of on prem and cloud, they might be referring to some of the edge strength that we are seeing in some of the enterprise, certainly we're seeing a lot of activity. When we say we're not, enterprise still hasn't recovered, they're just not pulling the trigger, there's certainly a lot of activity out there that we have visibility to projects that that will break at some point in time.

From the small to medium business, we did see a little bit of growth in what we call our IRS business, which is driven by the channel side of things. So we're really happy with the execution that we're doing there. But we just haven't seen and if you see some of the numbers out with CBW and so forth, people are still experiencing negative growth, about beginning to see potential light at the end of the tunnel. That being said, if COVID continues to persist, I think that affects that that particular area as we go forward. Our plan there as a company was to take share in the channel and grow and I think that's how we were able to kind of, I would say outperform most of the companies are doing as it relates to channel by taking share with innovative new products.

[Andrew Obin, Bank of America]

Thank you very much.

[Operator]

[Operator Instructions] And the next question will come from Nigel Coe of Wolfe Research,. Please go ahead.

[Nigel Coe, Wolfe Research]

Thanks. Good morning, I wanted to pick up on the enterprise question from Andrew. So to explore that obviously, when we see reds and yellows, there, it raises the question of physical versus structural kinds of pressures. And I'm just curious to know, do you think that the current market, it sounds like you've seen some good activity? And it sounds like you're sort of encouraged by that? Do you think that there's been a change in the sort of the balance between on prem and colo business clouds for the enterprise segment? And would you expect ‘21, obviously, still very much of -- yes, but we think there's a shot that enterprise can come back next year?

[Robert Johnson, CEO & Director]

Yes. Nigel, thanks for the question. We would say, yes, we have been seeing some life. Once a life, we've been seeing a lot of activity in the enterprise side of things, which would indicate at some point in time, when they pull the trigger, that things will move forward, we haven't really seen a drastic move one way or the other to, the cloud, or on prem. And certainly things like teams and zoom and blue jeans and things like that are driving a lot of internet traffic, which is driving the need for more demand, and bandwidth and latency from that perspective. But we continue to see that the enterprise looks at various applications, and those ones that are readily and easily moved to the cloud they do.

And still seeing the advent of on prem and BH data centers. They have other phenomena that we've talked about in the past is really this data, kind of staying within the country or within the region. So we're seeing a lot of builds in Europe and other parts of the world for people basically keeping that data, certain sets of data within their region within their country, that type of thing. So we'll continue to see those types of builds as well. But I think what we're all waiting for and looking to is once there's a vaccine, whatever that might be, and enterprise gets back, and we have a kind of a new way of I would call it even a hybrid working from home and working from the office will drive those projects and began to move those off that center.

[Nigel Coe, Wolfe Research]

Right. That’s very helpful. And then I want to talk about the announcement with Honeywell folks that’sin October, they had a [Indiscernible] and I don't think either in your schedule, I think is interesting. But how do you view this strategically? What is this kind of problem to solve for Vertiv and then how do you see this progressing? And kind of like, I think strategically the question is, how does this help you and strengthen you going forward?

[Robert Johnson, CEO & Director]

Yes, we're actually really excited about it. So not having it in our slides, there's no indication of our excitement of working with them. We see Honeywell and Vertiv one-on-one kind of makes three for the customers, Honeywell is very strong in the software, and the management side of the data centers, and really driving efficiency and algorithms around performance of equipment. And our announcement that we talked about, the first product that we're working together on is really about using multiple sources in kind of a micro grid fashion for data center. So we select, whether it's solar or whether it’s used fuel cells are pull off the grid. And we see that just as the beginning of some of the collaboration and good things that we believe we can do together. So I think when you put Vertiv and Honeywell together both with a global footprint, we can offer the customers and take advantage of a lot of the really good software that Honeywell has and management systems coupled with equipment and get better performance and help people reach their PUEs and reach better their carbon footprint as well.

[Nigel Coe, Wolfe Research]

And we'll just be more in the hyper scale and colo segments. So details on that?

[Robert Johnson, CEO & Director]

I think it's much broader than that. I think it scales from hyper scale colo enterprise and certainly down to the edge. As the edge increases with thousands and millions of devices, Honeywell has got a really good strong portfolio of software for managing those and tying that in with our product intelligence can allow us to smartly began to do more that predictive failure analysis roll trucks when we need to. So again, I think it really spans both edge and cloud and colo.

[Nigel Coe, Wolfe Research]

Okay, great. Thanks, Rob.

[Operator]

This concludes our question-and-answer session. I would like to turn the conference back over to Robert Johnson for any closing remarks.

[Robert Johnson, CEO & Director]

Thank you, operator. I'm going to close the call by thanking our 19,000 plus employees around the world who are working very hard every day to take care of our customers during this unprecedented time. We appreciate everybody's time today. We appreciate your support. Please stay safe and we look forward to speaking to you again soon. Thank you very much.

[Operator]

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