Earnings Call Transcript - VRT Q3 2020

Operator, Operator

Good morning. My name is Andrea, and I will be your conference operator today. At this time, I would like to welcome everyone to the Vertiv Third Quarter 2020 Earnings Conference Call. Please note that the call is being recorded.

Lynne Maxeiner, Vice President of Investor Relations

Thank you, Andrea. Good morning, and welcome to Vertiv 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 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 statements or 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 deck found on our website at investors.vertiv.com. With that, I'll turn the call over to Executive Chairman, Dave Cote.

David Cote, Executive Chairman

Thanks, and good morning, everyone. When we spoke in August, the Vertiv team had wrapped up a very successful second quarter. I'm 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, deploying the Vertiv User Experience or customer view, and developing their three-year strategic plan are just 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. So overall, I'm just as excited today about the future of Vertiv as I was 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.

Rob Johnson, Chief Executive Officer

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 confidence has been the team's relentless focus on delivering to our customers. The Vertiv team’s 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 grows 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 was up 31% from last year's Q3. This resulted in adjusted EBITDA margin expansion of 270 basis points. This was driven by higher sales, higher contribution margin, and 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 to continue to fluctuate, but 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 of this is clearly predicted on COVID not impacting our customers and not impacting site access any more 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 should be robust as we exit the year. On the cost side, we are keeping a close eye on fixed costs constant, but are continually looking at investments in VPDs and other growth programs to ensure long-term success. Turning to Slide 4. We used 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 relays 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 a 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 the prior quarter. We continue to see 5G deployments in the U.S. and parts of Asia. While 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've 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 remain relatively flat. There are 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 need 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 rate and 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 have been very cautious with our workforce as safety is 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 and services has proven to be an issue, but we continue to manage around any restrictions. Countries like Singapore, Malaysia, and the 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, Chief Financial Officer

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 certainly translated into strong free cash flow of $129 million, which was up $115 million from last year's third quarter. We will review some of the drivers of this improved free cash flow in a couple of 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 solutions segment, primarily in the channel, was more than offset by lower large project sales in our critical infrastructure & solutions segment and lower sales in our services and spares segment 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, were relatively flat as we continued to deal with some site access challenges in some of those jurisdictions. Net sales in 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, 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 a 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 the result of 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 paydown 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 head count efficiency and footprint optimization projects to be launched in the fourth quarter and 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 $60 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. 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 worse than in many global jurisdictions. Accordingly, our guidance for next quarter assumes that COVID conditions are not significantly changed from what we experienced in the third quarter. If conditions do become more challenged, our guidance here today could be significantly negatively impacted. Notwithstanding these changing COVID conditions, we do expect strong fourth quarter topline 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, 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 ramp 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.

Rob Johnson, Chief Executive Officer

Thanks, David. Turning to Slide 11, here's 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 in 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 a pause 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 remain very dynamic even today. Now turning to Slide 12. Our backlog, fixed cost constant approach we have implemented, and 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 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, Operator

The first question comes from Andy Kaplowitz of Citigroup.

Andrew Kaplowitz, Analyst

Rob, thinking about early thoughts about 2021 you gave us, you've mentioned you expect 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 '21, despite the increased COVID risk you're concerned about?

Rob Johnson, Chief Executive Officer

I think it's really too early to call. What again, the recovery on the enterprise, the small to medium business. So I would say that as this business has over the last four years, Andy, there is a digestion period and then there is a building period. 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, Analyst

That's helpful. And then you mentioned the $20 million of incremental benefit in Q3 that came from increased productivity, pricing mix. 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 go into '21, do the benefits actually accelerate as you continue to improve your focus over the next few quarters?

Rob Johnson, Chief Executive Officer

Sure, Andy. Great question. So our Vertiv operating system, and we've talked about this is something that 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 for some years may be 50 basis points, next year maybe 100 basis points. 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 pricing in various parts of the world, 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 what we call the Vertiv Product Development, 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 for that. So we're not just competing on a commodity level product for product.

Andrew Kaplowitz, Analyst

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

David Fallon, Chief Financial Officer

Yes, Andy, this is David. That certainly is a headwind for us in Q4, the higher fixed cost. 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 VPD spend, R&D spend, and continuing 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 on the topline, but it's probably a little bit overbalanced to the critical infrastructure and solutions product segment, which has a little bit lower margin than the other two product segments.

Operator, Operator

The next question comes from Mark Delaney of Goldman Sachs.

Mark Delaney, Analyst

Congratulations on the strong third quarter results. So I'd like to better understand the commentary on the hyperscale market. And of course, as discussed, the company had very good orders in that segment and is expecting some strength to continue there. Can you elaborate a little bit more on that end market in particular? And I asked because some of the semiconductor and technology companies have been seeing a slowdown in data center spend. It doesn't seem like that's Vertiv's outlook. So maybe you could 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?

Rob Johnson, Chief Executive Officer

Yes. Mark, this is Rob, and thanks for the question. Thanks for being on today. What I'd say is a couple of things. We are seeing strength globally in the colocation and hyperscale market. What tends to happen though is 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 are some timing differences as the 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 the indicators of where things are going because they're a little bit lagging, what we're seeing on the front end of the business.

Mark Delaney, Analyst

Got it. That's helpful. And 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 in working capital or CapEx we should be cognizant of, just thinking about it at this point? And the company just announced the dividend, but if you could also talk about it, as you are driving that higher free cash flow, how should investors be thinking about the use of that free cash flow?

David Fallon, Chief Financial Officer

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 benefit that we started to receive at the end of the first quarter from the debt refinancing and paydown, we had set a pro forma free cash flow for 2020 was in that $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 the restructuring. I think that's probably a really good starting point. As it relates to what we are going to do with the cash, at this point our intention is to pay down debt.

Mark Delaney, Analyst

That's helpful. If I could just ask one last follow-up about the restructuring. If I remember correctly, during last quarter's call, the company mentioned potential savings of $50 million to $70 million in 2021, and now today, we're discussing a higher number for 2023. However, if I understand correctly, the 2021 savings might be a bit lower. David, could you or anyone on the team provide some clarification on how we should view the trajectory of savings from this program?

David Fallon, Chief Financial Officer

Yes. Great question. So apples-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, a primary goal of the restructuring is to take costs out, but we have to do that with very minimal impact on our customers. So as we look 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.

Operator, Operator

The next question comes from Amit Daryanani of Evercore.

Amit Daryanani, Analyst

To begin with, for the September quarter, we are seeing an 8% growth. Looking ahead to the December quarter, I anticipate that organic growth will fall between 7% and 8% for the latter half of the year. How should we interpret this outperformance in relation to your long-term growth expectations, which you have previously indicated to be around 3% to 4%? Is this increase primarily driven by market share gains or stronger overall market conditions? Additionally, what is the sustainability of this growth moving forward?

Rob Johnson, Chief Executive Officer

I'll start with that. This is Rob, Amit, and thanks for the question. I think it's a combination of both. The end markets are strong as it relates to colocation, and that was one of our key strategies that we've kind of put in place to take share there, and we've done really well on a global basis. And that end 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 overperformance there or strong performance is really driven by those two things. We feel good about our position against the competition.

Amit Daryanani, Analyst

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

David Fallon, Chief Financial Officer

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 and 500 basis points of growth. So that alone would have turned that negative 2.5% to a 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.

Operator, Operator

The next question comes from Nicole DeBlase of Deutsche Bank.

Nicole DeBlase, Analyst

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 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, thus creating a net headwind? Or how do we think about that?

David Fallon, Chief Financial Officer

Yes, that's a great question. We need to analyze these aspects separately. Regarding the restructuring, we expect to achieve $40 million in gross savings, but we will incur an additional $20 million in restructuring expenses, resulting in a net savings of $20 million next year. On another note, we foresee some challenges related to the COVID cost-saving program we implemented. We projected that to yield $60 million this year, and we are on schedule to meet that target. However, we estimate that $40 million will return to the business. While these two factors counterbalance each other, our objective is to maintain constant fixed costs. In fact, in our 2021 slide, we indicated that we expect fixed costs to rise in 2021 compared to 2020, largely due to increased reinvestment in R&D and growth initiatives.

Nicole DeBlase, Analyst

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.

David Fallon, Chief Financial Officer

We are not. Moving forward, the only adjustment we will make is for intangible amortization, which will be reflected in our adjusted EPS and adjusted net income. However, any restructuring expenses will be included in our guidance and reporting for adjusted EBITDA or any other financial metric we report.

Nicole DeBlase, Analyst

Okay. Got it. 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 in investment? Maybe it's too early. And then, I guess, like longer term, does R&D need to continue increasing from here beyond 2021?

Rob Johnson, Chief Executive Officer

Nicole, this is Rob. I'll address the first part of your question, and then Dave can provide some numbers. One aspect of our strategy has been to increase our R&D investment to around 6%. We anticipate this will grow each year as we explore adjacent markets and product areas while expanding our product line and fostering innovation, particularly in the Edge, colocation, and hyperscale segments. We view ongoing investment as a crucial differentiator for us moving forward, as it enables continuous development of new products. We assess this by looking at revenue generated from new offerings and how that contributes to our growth. I expect that as we reach the 6% target over the next couple of years, we will maintain this investment level, which will remain a significant distinguishing factor for our company.

Operator, Operator

The next question comes from Lance Vitanza of Cowen.

Lance Vitanza, Analyst

Congratulations on the quarter. I wanted to focus on the EBITDA margin in the Americas. It was very strong this quarter, and the performance over the last nine months has been impressive as well. You mentioned that there are some fixed costs coming back in Q4. Should we see that as the main reason for the significant margin improvement? Also, can we consider what that margin might look like going forward? More broadly, do you believe that level of margin is sustainable or achievable in the long term?

David Fallon, Chief Financial Officer

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. Certainly, the 800 basis point improvement versus the third quarter last year was very impressive, but it also improved about 200 basis points from Q2, which is probably more comparable. And from our perspective, heading into Q3, the performance that we saw from Americas from an EBITDA margin perspective of around 30% 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 EBITDA margin in Americas comparable to Q3. We still would see very nice growth from Q4 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 & solutions segment, which does have a little bit lower margin than the other two segments. So we're very hopeful that the contribution margin and the EBITDA margin we saw in Americas really portends what's to 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, Analyst

That's helpful. If I could just get one more in, a quick one. You mentioned in the slides that the definition of your free cash flow includes dispositions of PP&E. I don't think that that was material in Q3. Do you expect that that will be material going forward at any point?

David Fallon, Chief Financial Officer

Certainly not this year. I think we had about $5 million last year. I'm not sure we've had anything year-to-date. So we wouldn't anticipate anything significant for the fourth quarter. However, related to the restructuring program, we do plan to sell facilities and some equipment, and that will probably 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, Analyst

Have those prospective 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?

David Fallon, Chief Financial Officer

We expect $84 million in net cash outflow for the lifetime of the program to support the savings. This figure includes the anticipated sale of assets, which we estimate to be between $20 million and $25 million. Therefore, the gross cash outflow will exceed $100 million, but we expect to receive between $20 million and $25 million from these asset sales, most of which we anticipate will occur in 2022.

Operator, Operator

The next question comes from Andrew Obin of Bank of America.

Andrew Obin, Analyst

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?

David Fallon, Chief Financial Officer

So I think from a contribution margin perspective, what we have spoken to was a 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, I want to caveat all this, again, we are not providing guidance for 2021 yet. We are still going through the planning process ourselves, but we felt it prudent to provide some expectations that we see a lot of good R&D and VPD 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 cost to increase. But from a margin perspective, we would not believe that to be a tailwind. So from an impact on margin, we don't believe fixed cost is going to increase as a percentage as high as the topline will increase year-over-year. So even though fixed cost will increase, we don't think that would be a significant headwind as it relates to EBITDA margins.

Andrew Obin, Analyst

Got you. I have another question to clarify the differences between enterprise and small to medium businesses. One of your competitors mentioned being more optimistic about the enterprise outlook in both the short term and medium term. I want to understand if the project delays you mentioned were related to enterprise or if they were on the colo or cloud side. Additionally, could you provide more insight into what's occurring in the small and medium business sector?

Rob Johnson, Chief Executive Officer

Yes, sure. This is Rob. A couple of things. The large projects are in colo and hyperscale, which covers that area. On the enterprise side, as we move towards a hybrid approach of on-prem and cloud, there may be some reference to the Edge strength we are observing in certain enterprises. We are certainly experiencing significant activity in enterprise engineering. However, when we mention that enterprise hasn't fully recovered, it means they are hesitant to commit. Still, there's a lot of visible activity on projects that will eventually progress. In the small to medium business sector, we did see some growth in our IRS business, driven by the channel side. We're pleased with our execution there, but overall, we haven't seen -- as reflected in the numbers from CDW and others, there is still negative growth, although there are signs of potential improvement. That said, if COVID continues to persist, it will likely impact that area moving forward. Our strategy has been to capture market share in the channel and grow, which is how we've managed to outperform what many companies are experiencing in the channel by taking share with innovative new products.

Operator, Operator

And the next question will come from Nigel Coe of Wolfe Research.

Nigel Coe, Analyst

I wanted to follow up on Andrew's enterprise question. When we notice reds and yellows, it prompts us to consider physical versus structural pressures. I'm interested in whether you think the current market shows some positive activity, and it seems you're somewhat optimistic about that. Has there been any shift in the balance between on-prem and colocation, particularly regarding cloud in the enterprise segment? Additionally, considering that 2021 is still uncertain, do you think there's a possibility for enterprise to rebound next year?

Rob Johnson, Chief Executive Officer

Yes. Nigel, thanks for the question. What we'd say is, yes, we have been seeing some life. When I say 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. I mean certainly, things like Teams and Zoom and BlueJeans 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 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 the Edge data centers. The other phenomenon 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 is a vaccine, whenever 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, we'll drive those projects and begin to move those off data center. Yes. So we're actually really excited about it. So not having it in our slides, there is 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 the 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 a kind of a microgrid fashion for data center. So we select whether it's solar or whether it's used fuel cells or pull off the grid, and we see this 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 our 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 our equipment and get better performance and help people reach their PUEs and reduce their carbon footprint as well. I think it's much broader than that. I think it scales from hyperscale, 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 begin to do more of that predictive failure analysis, roll trucks when we need to. So again, I think it really spans both Edge, cloud, and colo.

Operator, Operator

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

Rob Johnson, Chief Executive Officer

Thank you, operator. I'm going to close the call by thanking our 19,000-plus employees around the world, who're 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, Operator

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