Gates Industrial Corp plc - Quarter Report: 2020 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-38366

Gates Industrial Corporation plc

(Exact Name of Registrant as Specified in its Charter)


England and Wales						98-1395184
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1144 Fifteenth Street, Denver, Colorado 80202



(Address of principal executive offices)						(Zip Code)

(303) 744-1911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.01 par value per share	GTES	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2020, there were 290,756,522 ordinary shares of $0.01 par value outstanding.

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TABLE OF CONTENTS


Part I – Financial Information

Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	44

Part II – Other Information

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
Signatures			47

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Forward-looking Statements

This Quarterly Report on Form 10-Q (this “quarterly report” or “report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those expressed in or implied by our forward-looking statements, including but not limited to the factors described in Item 1A. “Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2020, and in Item 1A. “Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (the “annual report”), in both cases as filed with the Securities and Exchange Commission (the “SEC”), which include the following: the duration and severity of and governmental, market and individual responses to the novel coronavirus (“COVID-19”) pandemic; conditions in the global and regional economy and the major end markets we serve; economic, political and other risks associated with international operations, including exchange rate fluctuations; availability of raw materials at favorable prices and in sufficient quantities; changes in our relationships with, or the financial condition, performance, purchasing power or inventory levels of, key channel partners; competition in all areas of our business; pricing pressures from our customers; continued operation of our manufacturing facilities; our ability to forecast demand or meet significant increases in demand; market acceptance of new product introductions and product innovations; our cost-reduction actions; litigation, legal or regulatory proceedings brought against us; enforcement of our intellectual property rights; recalls, product liability claims or product warranties claims; anti-corruption laws and other laws governing our international operations; existing or new laws and regulations that may prohibit, restrict or burden the sale of aftermarket products; our decentralized information technology systems and any interruptions to our computer and IT systems; environmental, health and safety laws and regulations; insurance coverage of future losses we may incur; lives of products used in our end markets as well as the development of replacement markets; our ability to successfully integrate acquired businesses or assets; our reliance on senior management or key personnel; our ability to maintain and enhance our brand; work stoppages and other labor matters; our investments in joint ventures; liabilities with respect to businesses that we have divested in the past; terrorist acts, conflicts and wars; losses to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events; additional cash contributions we may be required to make to our defined benefit pension plans; the loss or financial instability of any significant customer or customers; changes in legislative, regulatory and legal developments involving taxes and other matters; our substantial leverage; and the significant influence of our majority shareholders, affiliates of The Blackstone Group Inc., over us, as such factors may be updated from time to time in the Company’s periodic filings with the SEC. Investors are urged to consider carefully the disclosure in this report and our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. Gates undertakes no obligation to update or supplement any forward-looking statements as a result of new information, future events or otherwise, except as required by law.

ABOUT THIS QUARTERLY REPORT

Financial Statement Presentation

Gates Industrial Corporation plc is a public limited company that was organized under the laws of England and Wales on September 25, 2017.

Certain monetary amounts, percentages and other figures included elsewhere in this quarterly report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

All amounts in this quarterly report are expressed in United States of America (the “United States” or “U.S.”) dollars, unless indicated otherwise.

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Certain Definitions

As used in this quarterly report, unless otherwise noted or the context requires otherwise:

•“Gates,” the “Company,” “we,” “us” and “our” refer, unless the context requires otherwise, to Gates Industrial Corporation plc and its consolidated subsidiaries; and

•“Blackstone” or “our Sponsor” refer to investment funds affiliated with The Blackstone Group Inc., which, although no individual fund owns a controlling interest in us, together represent our current majority owners.

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PART I — FINANCIAL INFORMATION

Item 1: Financial Statements (unaudited)

Gates Industrial Corporation plc

Unaudited Condensed Consolidated Statements of Operations


	Three months ended						Six months ended
(dollars in millions, except per share amounts)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net sales	$	576.5	$	809.9	$	1,286.6	$	1,614.8
Cost of sales	373.0		508.5		827.3		1,006.1
Gross profit	203.5		301.4		459.3		608.7
Selling, general and administrative expenses	182.9		198.0		376.3		398.5
Transaction-related income	—		(0.7)		(0.2)		(0.3)
Asset impairments	3.7		—		3.7		—
Restructuring expenses	17.2		0.3		19.1		3.6
Other operating (income) expenses	(3.7)		1.9		(1.4)		4.8
Operating income from continuing operations	3.4		101.9		61.8		202.1
Interest expense	34.3		39.2		71.0		77.3
Other income	(3.7)		(1.5)		(5.8)		(4.8)
(Loss) income from continuing operations before taxes	(27.2)		64.2		(3.4)		129.6
Income tax expense (benefit)	0.6		37.5		(15.5)		(502.2)
Net (loss) income from continuing operations	(27.8)		26.7		12.1		631.8
Loss on disposal of discontinued operations, net of tax, respectively, of $0, $0, $0 and $0	0.2		0.2		0.2		0.5
Net (loss) income	(28.0)		26.5		11.9		631.3
Less: non-controlling interests	(5.6)		5.0		(1.3)		(3.9)
Net (loss) income attributable to shareholders	$	(22.4)	$	21.5	$	13.2	$	635.2

(Loss) earnings per share
Basic
(Loss) earnings per share from continuing operations	$	(0.08)	$	0.07	$	0.05	$	2.19
Earnings per share from discontinued operations	—		—		—		—
(Loss) earnings per share	$	(0.08)	$	0.07	$	0.05	$	2.19

Diluted
(Loss) earnings per share from continuing operations	$	(0.08)	$	0.07	$	0.05	$	2.18
Earnings per share from discontinued operations	—		—		—		—
(Loss) earnings per share	$	(0.08)	$	0.07	$	0.05	$	2.18

The accompanying notes form an integral part of these condensed consolidated financial statements.

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Gates Industrial Corporation plc

Unaudited Condensed Consolidated Statements of Comprehensive Income


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net (loss) income	$	(28.0)	$	26.5	$	11.9	$	631.3
Other comprehensive income (loss)
Foreign currency translation:
––Net translation gain (loss) on foreign operations, net of tax expense, respectively, of $0, $0.1, $0 and $0.3	46.2		17.9		(160.8)		45.1
––(Loss) gain on net investment hedges, net of tax expense, respectively, of $0, $0, $0 and $0	(5.8)		(4.8)		(1.8)		0.8
Total foreign currency translation movements	40.4		13.1		(162.6)		45.9
Cash flow hedges (Interest rate derivatives):
––Loss arising in the period, net of tax benefit, respectively, of $1.2, $2.2, $3.7 and $4.3	(9.4)		(12.4)		(22.8)		(23.6)
––Reclassification to net income, net of tax expense, respectively, of $0, $0, $0 and $0	1.9		0.2		3.6		0.3
Total cash flow hedges movements	(7.5)		(12.2)		(19.2)		(23.3)
Post-retirement benefits:

––Reclassification of prior year actuarial movements to net income, net of tax expense, respectively, of $0, $0, $0 and $0.1	—		(0.1)		(0.1)		(0.1)
Total post-retirement benefits movements	—		(0.1)		(0.1)		(0.1)
Other comprehensive income (loss)	32.9		0.8		(181.9)		22.5
Comprehensive income (loss) for the period	$	4.9	$	27.3	$	(170.0)	$	653.8

Comprehensive income (loss) attributable to shareholders:
—Income (loss) arising from continuing operations	$	7.4	$	26.1	$	(164.4)	$	654.4
—Loss arising from discontinued operations	(0.2)		(0.2)		(0.2)		(0.5)
	7.2		25.9		(164.6)		653.9
Comprehensive (loss) income attributable to non-controlling interests	(2.3)		1.4		(5.4)		(0.1)
	$	4.9	$	27.3	$	(170.0)	$	653.8

The accompanying notes form an integral part of these condensed consolidated financial statements.

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Gates Industrial Corporation plc

Unaudited Condensed Consolidated Balance Sheets


(dollars in millions, except share numbers and per share amounts)	As of June 27,2020		As of December 28,2019
Assets
Current assets
Cash and cash equivalents	$	639.7	$	635.3
Trade accounts receivable	655.3		694.7
Inventories	498.8		475.1
Taxes receivable	30.3		22.1
Prepaid expenses and other assets	135.3		131.4
Total current assets	1,959.4		1,958.6
Non-current assets
Property, plant and equipment, net	671.2		727.9
Goodwill	1,982.6		2,060.5
Pension surplus	36.3		38.1
Intangible assets, net	1,791.2		1,876.0
Operating lease right-of-use assets	118.2		123.0
Taxes receivable	24.1		23.0
Deferred income taxes	575.7		587.1
Other non-current assets	17.6		17.1
Total assets	$	7,176.3	$	7,411.3
Liabilities and equity
Current liabilities
Debt, current portion	$	63.5	$	46.1
Trade accounts payable	317.8		374.7
Taxes payable	25.5		48.5
Accrued expenses and other current liabilities	222.5		188.8
Total current liabilities	629.3		658.1
Non-current liabilities
Debt, less current portion	2,906.9		2,912.3
Post-retirement benefit obligations	146.4		151.2
Lease liabilities	111.2		116.2
Taxes payable	106.2		108.8
Deferred income taxes	333.9		369.3
Other non-current liabilities	100.7		84.7
Total liabilities	4,334.6		4,400.6
Commitments and contingencies (note 18)
Shareholders’ equity
—Shares, par value of $0.01 each - authorized shares: 3,000,000,000; outstanding shares: 290,754,856 (December 28, 2019: authorized shares: 3,000,000,000; outstanding shares: 290,157,299)	2.9		2.9
—Additional paid-in capital	2,445.4		2,434.5
—Accumulated other comprehensive loss	(1,036.2)		(858.4)
—Retained earnings	1,085.2		1,072.0
Total shareholders’ equity	2,497.3		2,651.0
Non-controlling interests	344.4		359.7
Total equity	2,841.7		3,010.7
Total liabilities and equity	$	7,176.3	$	7,411.3

The accompanying notes form an integral part of these condensed consolidated financial statements.

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Gates Industrial Corporation plc

Unaudited Condensed Consolidated Statements of Cash Flows


	Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019
Cash flows from operating activities
Net income	$	11.9	$	631.3
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	109.6		112.3
Non-cash currency transaction loss (gain) on debt and hedging instruments	0.6		(4.7)

Other net non-cash financing costs	3.1		6.2
Share-based compensation expense	8.6		6.4
Decrease in post-employment benefit obligations, net	(3.4)		(4.5)
Deferred income taxes	(11.6)		(618.2)
Asset impairments	5.1		0.3
Other operating activities	4.1		3.4
Changes in operating assets and liabilities, net of effects of acquisitions:
—Decrease (increase) in accounts receivable	25.0		(37.0)
—(Increase) decrease in inventories	(39.3)		0.1
—Decrease in accounts payable	(49.1)		(47.4)
—Increase in prepaid expenses and other assets	(0.4)		(13.3)
—(Decrease) increase in taxes payable	(35.7)		53.8
—Increase (decrease) in other liabilities	43.1		(24.9)
Net cash provided by operations	71.6		63.8
Cash flows from investing activities
Purchases of property, plant and equipment	(23.1)		(36.9)
Purchases of intangible assets	(4.5)		(5.2)

Cash paid under corporate-owned life insurance policies	(9.8)		(9.5)
Cash received under corporate-owned life insurance policies	—		3.9


Other investing activities	0.3		0.2
Net cash used in investing activities	(37.1)		(47.5)
Cash flows from financing activities
Issuance of shares	2.7		1.6



Payments of long-term debt	(12.4)		(18.9)

Debt issuance costs paid	(0.3)		—
Dividends paid to non-controlling interests	(9.9)		(15.0)
Other financing activities	1.0		1.0
Net cash used in financing activities	(18.9)		(31.3)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(11.5)		2.6
Net increase (decrease) in cash and cash equivalents and restricted cash	4.1		(12.4)
Cash and cash equivalents and restricted cash at the beginning of the period	636.6		424.6
Cash and cash equivalents and restricted cash at the end of the period	$	640.7	$	412.2
Supplemental schedule of cash flow information
Interest paid	$	48.5	$	80.0
Income taxes paid, net	$	16.6	$	61.9
Accrued capital expenditures	$	0.9	$	1.1

The accompanying notes form an integral part of these condensed consolidated financial statements.

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Gates Industrial Corporation plc

Unaudited Condensed Consolidated Statements of Shareholders’ Equity


	Three months ended June 27, 2020

(dollars in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity		Non- controlling interests		Total equity
As of March 28, 2020	$	2.9	$	2,440.1	$	(1,065.8)	$	1,107.6	$	2,484.8	$	356.6	$	2,841.4

Net loss	—		—		—		(22.4)		(22.4)		(5.6)		(28.0)
Other comprehensive income	—		—		29.6		—		29.6		3.3		32.9
Total comprehensive income (loss)	—		—		29.6		(22.4)		7.2		(2.3)		4.9
Other changes in equity:
—Issuance of shares	—		0.6		—		—		0.6		—		0.6

—Share-based compensation	—		4.7		—		—		4.7		—		4.7


—Dividends paid to non-controlling interests	—		—		—		—		—		(9.9)		(9.9)

As of June 27, 2020	$	2.9	$	2,445.4	$	(1,036.2)	$	1,085.2	$	2,497.3	$	344.4	$	2,841.7


	Three months ended June 29, 2019

(dollars in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity		Non- controlling interests		Total equity
As of March 30, 2019	$	2.9	$	2,420.6	$	(840.0)	$	995.6	$	2,579.1	$	383.0	$	2,962.1

Net income	—		—		—		21.5		21.5		5.0		26.5
Other comprehensive income (loss)	—		—		4.4		—		4.4		(3.6)		0.8
Total comprehensive income	—		—		4.4		21.5		25.9		1.4		27.3
Other changes in equity:
—Issuance of shares	—		0.4		—		—		0.4		—		0.4

—Share-based compensation	—		4.2		—		—		4.2		—		4.2
—Change in ownership of a controlled subsidiary	—		1.2		—		—		1.2		(1.2)		—
—Shares issued by a subsidiary to a non-controlling interest	—		—		—		—		—		1.8		1.8
—Dividends paid to non-controlling interests	—		—		—		—		—		(13.2)		(13.2)

As of June 29, 2019	$	2.9	$	2,426.4	$	(835.6)	$	1,017.1	$	2,610.8	$	371.8	$	2,982.6

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Gates Industrial Corporation plc

Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Continued)


	Six months ended June 27, 2020

(dollars in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity		Non- controlling interests		Total equity
As of December 28, 2019	$	2.9	$	2,434.5	$	(858.4)	$	1,072.0	$	2,651.0	$	359.7	$	3,010.7

Net income (loss)	—		—		—		13.2		13.2		(1.3)		11.9
Other comprehensive loss	—		—		(177.8)		—		(177.8)		(4.1)		(181.9)
Total comprehensive (loss) income	—		—		(177.8)		13.2		(164.6)		(5.4)		(170.0)
Other changes in equity:
—Issuance of shares	—		2.5		—		—		2.5		—		2.5

—Share-based compensation	—		8.4		—		—		8.4		—		8.4


—Dividends paid to non-controlling interests	—		—		—		—		—		(9.9)		(9.9)

As of June 27, 2020	$	2.9	$	2,445.4	$	(1,036.2)	$	1,085.2	$	2,497.3	$	344.4	$	2,841.7


	Six months ended June 29, 2019

(dollars in millions)	Share capital		Additional paid-in capital		Accumulated other comprehensive loss		Retained earnings		Total shareholders’ equity		Non- controlling interests		Total equity
As of December 29, 2018	$	2.9	$	2,416.9	$	(854.3)	$	381.9	$	1,947.4	$	386.3	$	2,333.7

Net income (loss)	—		—		—		635.2		635.2		(3.9)		631.3
Other comprehensive income	—		—		18.7		—		18.7		3.8		22.5
Total comprehensive income (loss)	—		—		18.7		635.2		653.9		(0.1)		653.8
Other changes in equity:
—Issuance of shares	—		1.6		—		—		1.6		—		1.6

—Share-based compensation	—		6.7		—		—		6.7		—		6.7
—Change in ownership of a controlled subsidiary	—		1.2		—		—		1.2		(1.2)		—
—Shares issued by a subsidiary to a non-controlling interest	—		—		—		—		—		1.8		1.8
—Dividends paid to non-controlling interests	—		—		—		—		—		(15.0)		(15.0)

As of June 29, 2019	$	2.9	$	2,426.4	$	(835.6)	$	1,017.1	$	2,610.8	$	371.8	$	2,982.6

The accompanying notes form an integral part of these condensed consolidated financial statements.

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Gates Industrial Corporation plc

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Introduction

A. Background

Gates Industrial Corporation plc (the “Company”) is a public limited company that was organized under the laws of England and Wales on September 25, 2017.

In these condensed consolidated financial statements and related notes, all references to “Gates,” “we,” “us,” and “our” refer, unless the context requires otherwise, to Gates Industrial Corporation plc and its consolidated subsidiaries.

B. Accounting periods

The Company prepares its annual consolidated financial statements for the period ending on the Saturday nearest December 31. Accordingly, the condensed consolidated balance sheet is presented as of June 27, 2020 and December 28, 2019 and the related condensed consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity are presented, where relevant, for the 91 day period from March 29, 2020 to June 27, 2020, with comparative information for the 91 day period from March 31, 2019 to June 29, 2019 and for the 182 day period from December 29, 2019 to June 27, 2020, with comparative information for the 182 day period from December 30, 2018 to June 29, 2019.

C. Basis of preparation

The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars unless otherwise indicated. The condensed consolidated financial statements and related notes contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Company’s financial position as of June 27, 2020 and the results of its operations and cash flows for the periods ended June 27, 2020 and June 29, 2019. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year.

The first quarter of 2020 marked the beginning of an unprecedented environment for the global economy, which has continued through the second quarter of 2020, as governments, companies and communities implemented strict measures to minimize the spread of the novel coronavirus (“COVID-19”). As a result of the unpredictable and evolving impact of the pandemic and measures being taken around the world to combat its spread, the timing and trajectory of the recovery remain unclear at this time, and the adverse impact of the pandemic on the Company’s operations may continue to be material but cannot be reasonably estimated at this time.

The preparation of consolidated financial statements under U.S. GAAP requires us to make assumptions and estimates concerning the future that affect the reported amounts of assets, liabilities, revenue and expenses. Estimates and assumptions are particularly important in accounting for items such as revenue, rebates, impairment of long-lived assets, intangible assets and goodwill, inventory valuation, financial instruments, expected credit losses, product warranties, income taxes and post-retirement benefits.

Due to the inherent uncertainty involved in making assumptions and estimates, events and changes in circumstances arising after June 27, 2020, including those resulting from the impacts of the COVID-19 pandemic, may result in actual outcomes that differ from those contemplated by our assumptions and estimates.

These condensed consolidated financial statements are unaudited and, except as noted below, have been prepared on substantially the same basis as Gates’ audited annual consolidated financial statements and related notes for the year ended December 28, 2019. The condensed consolidated balance sheet as of December 28, 2019 has been derived from those audited financial statements.

These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the year ended December 28, 2019 included in the Company’s Annual Report on Form 10-K.

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The accounting policies used in preparing these condensed consolidated financial statements are the same as those applied in the prior year, except for the adoption on the first day of the 2020 fiscal year of the following new Accounting Standard Updates (each, an “ASU”):

•ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”

•ASU 2020-02 “Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842)”

In June 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU which broadens the information that an entity must consider when developing its expected credit loss estimate for financial assets. The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The financial asset must be measured at the net amount expected to be collected.

The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. On transition, no cumulative-effect adjustment was recognized to retained earnings.

Our businesses develop their expected loss estimates based either on the aging profile of outstanding receivables or by applying an experience factor (either a percentage of sales or a percentage of open receivables). These methodologies are based primarily on historical trends and experience, but credit controllers also regularly assess individual customer accounts to identify any potential increases or decreases in the level of expected credit loss needed to be applied to each customer based on current circumstances and future expectations.

Before accepting a new customer, we assess their credit quality and establish a credit limit. Credit quality is assessed by using data maintained by reputable credit rating agencies, by checking of references included in credit applications and, where they are available, by reviewing the customer’s recent financial statements. Credit limits are subject to multiple levels of authorization and are reviewed on a regular basis.

Although Gates has a wide variety of customers from multinational original equipment manufacturers and distributors to small family-owned businesses, the majority of our sales are generated from large companies with low credit risk. Recent global developments related to the COVID-19 pandemic and its impact on our customers’ ability to pay us continue to be closely monitored and taken into account in the determination of our expected credit loss estimates.

•ASU 2020-04 “Reference Rate Reform” (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued an ASU to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

The guidance in this ASU is optional and may be elected over time as reference rate reform activities occur. During the second quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We will continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

The following ASUs that were also adopted on the first day of the 2020 fiscal year did not have a significant impact on our results, financial position or disclosures:

• ASU 2018-13 “Fair Value Measurement” (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

• ASU 2018-15 “Intangibles - Goodwill and Other - Internal-Use Software” (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

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2. Recent accounting pronouncements not yet adopted

The following recent accounting pronouncements are relevant to Gates’ operations but have not yet been adopted.

•ASU 2018-14 “Compensation - Retirement Benefits - Defined Benefit Plans - General” (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued an ASU to modify the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The amendments remove certain disclosures, clarify other disclosure requirements, and add new disclosure requirements that have been identified as relevant.

The amendments are effective for fiscal years ending after December 15, 2020, and should be applied on a retrospective basis to all periods presented. The impact on our consolidated financial statements of adopting this ASU, which will affect our disclosures, is still being evaluated.

•ASU 2019-12 “Simplifying the Accounting for Income Taxes” (Topic 740): Income Taxes

In December 2019, the FASB issued an ASU to simplify and reduce the complexity of general principles in Topic 740: Income Taxes. Such simplifications include the elimination of certain exceptions to: 1) the incremental approach for intraperiod tax allocation, 2) the requirement to recognize a deferred income tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) the ability not to recognize a deferred income tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and 4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.

The amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The ASU provides for a number of different approaches to applying the changes, depending on the amendment, from full retrospective to modified retrospective to fully prospective. The impact on our consolidated financial statements of adopting this ASU is still being evaluated.

3. Segment information

A. Background

The segment information provided in these condensed consolidated financial statements reflects the information that is used by the chief operating decision maker for the purposes of making decisions about allocating resources and in assessing the performance of each segment. The chief executive officer (“CEO”) of Gates serves as the chief operating decision maker. These decisions are based on net sales and Adjusted EBITDA (defined below).

B. Operating segments and segment assets

Gates manufactures a wide range of power transmission and fluid power products and components for a large variety of industrial and automotive applications, both in the aftermarket and first-fit channels, throughout the world.

Our reportable segments are identified on the basis of our primary product lines, as this is the basis on which information is provided to the CEO for the purposes of allocating resources and assessing the performance of Gates’ businesses. Our operating and reporting segments are therefore Power Transmission and Fluid Power.

Segment asset information is not provided to the chief operating decision maker and therefore segment asset information has not been presented. Due to the nature of Gates’ operations, cash generation and profitability are viewed as the key measures rather than an asset base measure.

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C. Segment net sales and disaggregated net sales

Sales between reporting segments and the impact of such sales on Adjusted EBITDA for each segment are not included in internal reports presented to the CEO and have therefore not been included below.


	Net sales
	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Power Transmission	$	370.0	$	501.5	$	811.2	$	1,001.0
Fluid Power	206.5		308.4		475.4		613.8
Continuing operations	$	576.5	$	809.9	$	1,286.6	$	1,614.8

Our commercial function is organized by region and therefore, in addition to reviewing net sales by our reporting segments, the CEO also reviews net sales information disaggregated by region, including between emerging and developed markets.

The following table summarizes our net sales by key geographic region of origin:


	Net sales
	Three months ended June 27, 2020						Three months ended June 29, 2019
(dollars in millions)	Power Transmission		Fluid Power		Power Transmission		Fluid Power
U.S.	$	121.5	$	112.5	$	153.5	$	161.8
North America, excluding U.S.	23.8		27.2		42.5		47.1
United Kingdom (“U.K.”)	6.0		3.4		11.8		9.6
EMEA⁽¹⁾, excluding U.K.	92.6		31.7		131.3		45.8
East Asia and India	48.1		9.7		73.6		18.6
Greater China	69.3		17.5		71.6		17.2
South America	8.7		4.5		17.2		8.3
Net sales	$	370.0	$	206.5	$	501.5	$	308.4


	Net sales
	Six months ended June 27, 2020						Six months ended June 29, 2019
(dollars in millions)	Power Transmission		Fluid Power		Power Transmission		Fluid Power
U.S.	$	259.2	$	252.2	$	306.4	$	318.9
North America, excluding U.S.	64.1		68.9		84.5		93.7
United Kingdom (“U.K.”)	17.4		10.3		23.5		20.4
EMEA⁽¹⁾, excluding U.K.	221.8		75.7		264.6		93.0
East Asia and India	113.3		27.1		147.2		39.1
Greater China	113.6		30.5		140.5		32.3
South America	21.8		10.7		34.3		16.4
Net sales	$	811.2	$	475.4	$	1,001.0	$	613.8

⁽¹⁾Europe, Middle East and Africa (“EMEA”).

The following table summarizes our net sales into emerging and developed markets:


	Net sales
	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Developed	$	372.6	$	534.1	$	848.4	$	1,077.8
Emerging	203.9		275.8		438.2		537.0
Net sales	$	576.5	$	809.9	$	1,286.6	$	1,614.8

D. Measure of segment profit or loss

The CEO uses Adjusted EBITDA, as defined below, to measure the profitability of each segment. Adjusted EBITDA is, therefore, the measure of segment profit or loss presented in Gates’ segment disclosures.

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“EBITDA” represents net income for the period before net interest and other income, income taxes, depreciation and amortization derived from financial information prepared in accordance with U.S. GAAP.

Adjusted EBITDA represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, the items excluded from EBITDA in computing Adjusted EBITDA primarily included:

•the non-cash charges in relation to share-based compensation;

•transaction-related expenses incurred in relation to business combinations and major corporate transactions, including acquisition integration activities;

•impairments, comprising impairments of goodwill and significant impairments or write downs of other assets;

•restructuring expenses, including severance-related expenses;

•the net gain or loss on disposals and on the exit of businesses; and

•fees paid to our private equity sponsor for monitoring, advisory and consulting services.

Adjusted EBITDA by segment was as follows:


	Adjusted EBITDA
	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Power Transmission	$	57.7	$	105.6	$	137.2	$	215.5
Fluid Power	25.5		59.8		66.8		115.4
Continuing operations	$	83.2	$	165.4	$	204.0	$	330.9

Reconciliation of net (loss) income from continuing operations to Adjusted EBITDA:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net (loss) income from continuing operations	$	(27.8)	$	26.7	$	12.1	$	631.8
Income tax expense (benefit)	0.6		37.5		(15.5)		(502.2)
(Loss) income from continuing operations before taxes	(27.2)		64.2		(3.4)		129.6
Interest expense	34.3		39.2		71.0		77.3
Other income	(3.7)		(1.5)		(5.8)		(4.8)
Operating income from continuing operations	3.4		101.9		61.8		202.1
Depreciation and amortization	54.7		56.2		109.6		112.3
Transaction-related income ⁽¹⁾	—		(0.7)		(0.2)		(0.3)
Asset impairments	3.7		—		3.7		—
Restructuring expenses	17.2		0.3		19.1		3.6

Share-based compensation expense	5.7		3.8		8.6		6.4
Sponsor fees (included in other operating expenses)	—		2.0		1.7		3.8

Inventory impairments (included in cost of sales)	1.4		0.3		1.4		0.3

Severance expenses (included in cost of sales)	0.5		0.5		0.6		0.5
Severance expenses (included in SG&A)	0.3		1.4		0.8		1.2
Other items not directly related to current operations	(3.7)		(0.3)		(3.1)		1.0
Adjusted EBITDA	$	83.2	$	165.4	$	204.0	$	330.9

⁽¹⁾Transaction-related income relates primarily to advisory fees and other costs recognized in respect of major corporate transactions, including the acquisition of businesses and debt refinancings.

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4. Restructuring and other strategic initiatives

Gates continues to undertake various restructuring and other strategic initiatives to drive increased productivity in all aspects of our operations. These actions include efforts to consolidate our manufacturing and distribution footprint, scale operations to current demand levels, combine back-office workgroups and relocate certain operations to lower cost locations. Our recently completed manufacturing footprint investments and other productivity improvements in recent years have helped to position us to accelerate and expand upon our previously announced restructuring program, which is primarily intended to optimize our manufacturing and distribution footprint over the mid-term by removing structural fixed costs, and, to a lesser degree, to streamline our selling, general and administrative (“SG&A”) back-office functions.

Overall costs associated with our restructuring and other strategic initiatives have been recognized in the condensed consolidated statements as set forth below. Expenses incurred in relation to certain of these actions qualify as restructuring expenses under U.S. GAAP.


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Restructuring expenses:
—Severance expenses	$	13.6	$	0.3	$	13.8	$	2.9
—Consulting expenses	0.7		0.7		0.9		1.3
—Other restructuring expenses	2.9		(0.7)		4.4		(0.6)
	17.2		0.3		19.1		3.6
Restructuring expenses in asset impairments:
—Impairment of fixed assets	3.7		—		3.7		—

Restructuring expenses in cost of sales:

—Impairment of inventory	1.4		0.3		1.4		0.3

Total restructuring expenses	$	22.3	$	0.6	$	24.2	$	3.9

Expenses related to other strategic initiatives:
—Severance expenses included in cost of sales	$	0.5	$	0.5	$	0.6	$	0.5
—Severance expenses included in SG&A	0.3		1.4		0.8		1.2
Total expenses related to other strategic initiatives	$	0.8	$	1.9	$	1.4	$	1.7

Restructuring and other strategic initiatives undertaken during the three and six months ended June 27, 2020 related primarily to the June 2020 announcement of plans to close a manufacturing facility in Korea, the closure of two North American manufacturing facilities and reductions in workforce, primarily in the U.S., Mexico and Greater China. The closure of the Korean facility, the most significant restructuring activity during the period, resulted in an accrual for severance costs of $12.8 million, an impairment of inventory of $1.4 million (recognized in cost of sales) and an impairment of fixed assets of $3.6 million, included in the asset impairments line in the unaudited condensed consolidated statement of operations. Expenses incurred in connection with our restructuring and other strategic initiatives during the three and six months ended June 29, 2019 related primarily to the closure of one of our facilities in France and a strategic restructuring of part of our Asian business.

Restructuring activities

As indicated above, restructuring expenses, as defined under U.S. GAAP, form a subset of our total expenses related to restructuring and other strategic initiatives. These expenses include the impairment of inventory, which is recognized in cost of sales. Analyzed by segment, our restructuring expenses were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Power Transmission	$	19.8	$	0.3	$	20.0	$	3.2
Fluid Power	2.5		0.3		4.2		0.7
Continuing operations	$	22.3	$	0.6	$	24.2	$	3.9

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The following summarizes the reserve for restructuring expenses for the six months ended June 27, 2020 and June 29, 2019, respectively:


	Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019
Balance as of the beginning of the period	$	2.9	$	2.6
Utilized during the period	(4.9)		(5.0)
Net charge for the period	19.6		3.6
Released during the period	(0.5)		—
Foreign currency translation	0.1		—
Balance as of the end of the period	$	17.2	$	1.2

Restructuring reserves, which are expected to be utilized in 2020 and 2021, are included in the condensed consolidated balance sheet within the accrued expenses and other current liabilities line.

5. Income taxes

We compute the year-to-date income tax provision by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjust for discrete tax items in the period in which they occur.

For the three months ended June 27, 2020, we had an income tax expense of $0.6 million on pre-tax loss of $27.2 million, which resulted in an effective tax rate of (2.2)%, compared with an income tax expense of $37.5 million on pre-tax income of $64.2 million, which resulted in an effective tax rate of 58.4% for the three months ended June 29, 2019.

For the six months ended June 27, 2020, we had an income tax benefit of $15.5 million on pre-tax loss of $3.4 million, which resulted in an effective tax rate of 455.9%, compared with an income tax benefit of $502.2 million on pre-tax income of $129.6 million, which resulted in an effective tax rate of (387.5)% for the six months ended June 29, 2019.

The decrease in the effective tax rate for the three months ended June 27, 2020 compared with the prior year period was due primarily to the recognition in the prior year of a discrete tax expense of $25.3 million related to revaluing our deferred tax assets to reflect the reduction in the Luxembourg corporate tax rate from 18% to 17%. In addition, during the three months ended June 27, 2020, we incurred $18.5 million of non-operating costs for which no tax benefit was recognized, whereas there were no similar costs incurred in the prior year period.

The increase in the effective tax rate for the six months ended June 27, 2020 compared with the prior year period was due primarily to the recognition in the prior year of a discrete benefit of $610.6 million related to the release of valuation allowances, mainly related to Luxembourg net operating losses, partially offset by a discrete expense of $65.1 million related to unrecognized tax benefits resulting primarily from the European business reorganization, and by a discrete expense of $25.3 million related to the reduction in the Luxembourg corporate tax rate. The current year rate is driven mainly by discrete tax benefits of $24.7 million, related to the reversal of unrecognized tax benefits, net of settlement amounts, arising from the resolution of audits in Canada and Germany and $3.2 million from law changes in India with respect to the taxation of dividends. These current period benefits were offset partially by $6.3 million of discrete expenses arising from the enactment in the U.S. of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). In addition, during the six months ended June 27, 2020, we incurred $18.5 million of non-operating costs for which no tax benefit was recognized, whereas there were no similar costs incurred in the prior year period.

Deferred Tax Assets and Liabilities

We recognize deferred tax assets and liabilities for future tax consequences arising from differences between the carrying amounts of existing assets and liabilities under U.S. GAAP and their respective tax bases, and for net operating loss carryforwards and tax credit carryforwards. We evaluate the recoverability of our deferred tax assets, weighing all positive and negative evidence, and are required to establish or maintain a valuation allowance for these assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed.

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Our framework for assessing the recoverability of deferred tax assets requires us to weigh all available evidence, including:

•taxable income in prior carry back years if carry back is permitted under the relevant tax law;

•future reversal of existing temporary differences;

•tax-planning strategies that are prudent and feasible; and

•future taxable income exclusive of reversing temporary differences and carryforwards.

As of each reporting date, management considers new evidence, both positive and negative, that could impact our view with regard to the future realization of deferred tax assets. We will maintain our positions with regard to future realization of deferred tax assets, including those with respect to which we continue maintaining valuation allowances, until there is sufficient new evidence to support a change in expectations. Such a change in expectations could arise due to many factors, including those impacting our forecasts of future earnings, as well as changes in the international tax laws under which we operate and tax planning. It is not reasonably possible to forecast any such changes at the present time, but it is possible that, should they arise, our view of their effect on the future realization of deferred tax assets may impact materially our financial statements.

Significant Events

On March 27, 2020, the CARES Act was enacted and signed into law in the U.S. in response to the COVID-19 pandemic. One of the provisions of this law is an increase to the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income for the 2019 and 2020 tax years. This modification significantly increases the current deductible interest expense of the Company for both years, which will result in a cash benefit while increasing our effective tax rate through requirements to allocate and apportion interest expense for certain other tax purposes, including in determining our global intangible low-taxed income inclusion, deduction for foreign derived intangible income, and the utilization of foreign tax credits.

6. (Loss) earnings per share

Basic (loss) earnings per share represents net income attributable to shareholders divided by the weighted average number of shares outstanding during the period. Diluted (loss) earnings per share considers the dilutive effect of potential shares, unless the inclusion of the potential shares would have an anti-dilutive effect. The treasury stock method is used to determine the potential dilutive shares resulting from assumed exercises of equity-related instruments.

The computation of (loss) earnings per share is presented below:


	Three months ended						Six months ended
(dollars in millions, except share numbers and per share amounts)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net (loss) income attributable to shareholders	$	(22.4)	$	21.5	$	13.2	$	635.2

Weighted average number of shares outstanding	290,732,375		290,059,492		290,566,743		289,993,208
Dilutive effect of share-based awards	—		1,743,262		1,149,764		1,870,765
Diluted weighted average number of shares outstanding	290,732,375		291,802,754		291,716,507		291,863,973

Number of anti-dilutive shares excluded from the diluted (loss) earnings per share calculation	6,317,804		3,538,711		5,597,575		3,674,486

Basic (loss) earnings per share	$	(0.08)	$	0.07	$	0.05	$	2.19
Diluted (loss) earnings per share	$	(0.08)	$	0.07	$	0.05	$	2.18

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7. Inventories


(dollars in millions)	As of June 27,2020		As of December 28, 2019
Raw materials and supplies	$	126.8	$	118.9
Work in progress	33.0		33.6
Finished goods	339.0		322.6
Total inventories	$	498.8	$	475.1

8. Goodwill


(dollars in millions)	Power Transmission		Fluid Power		Total
Cost and carrying amount
As of December 28, 2019	$	1,377.5	$	683.0	$	2,060.5

Foreign currency translation	(36.1)		(41.8)		(77.9)
As of June 27, 2020	$	1,341.4	$	641.2	$	1,982.6

9. Intangible assets


	As of June 27, 2020										As of December 28, 2019
(dollars in millions)	Cost		Accumulated amortization and impairment		Net		Cost		Accumulated amortization and impairment		Net
Finite-lived:
—Customer relationships	$	1,982.0	$	(702.5)	$	1,279.5	$	2,021.8	$	(656.3)	$	1,365.5
—Technology	90.4		(87.9)		2.5		90.8		(87.8)		3.0
—Capitalized software	83.7		(43.9)		39.8		76.1		(38.0)		38.1
	2,156.1		(834.3)		1,321.8		2,188.7		(782.1)		1,406.6
Indefinite-lived:
—Brands and trade names	513.4		(44.0)		469.4		513.4		(44.0)		469.4
Total intangible assets	$	2,669.5	$	(878.3)	$	1,791.2	$	2,702.1	$	(826.1)	$	1,876.0

During the three months ended June 27, 2020, the amortization expense recognized in respect of intangible assets was $31.7 million, compared with $32.5 million expense for the three months ended June 29, 2019. In addition, movements in foreign currency exchange rates resulted in an increase in the net carrying value of total intangible assets of $11.2 million for the three months ended June 27, 2020, compared with an increase of $4.7 million for the three months ended June 29, 2019.

During the six months ended June 27, 2020, the amortization expense recognized in respect of intangible assets was $63.9 million, compared with $65.1 million for the six months ended June 29, 2019. In addition, movements in foreign currency exchange rates resulted in a decrease in the net carrying value of total intangible assets of $27.2 million for the six months ended June 27, 2020, compared with an increase of $8.0 million for the six months ended June 29, 2019.

10. Derivative financial instruments

We are exposed to certain risks relating to our ongoing business operations. From time to time, we use derivative financial instruments, principally foreign currency swaps, forward foreign currency contracts, interest rate caps (options) and interest rate swaps, to reduce our exposure to foreign currency risk and interest rate risk. We do not hold or issue derivatives for speculative purposes and monitor closely the credit quality of the institutions with which we transact.

We recognize derivative instruments as either assets or liabilities in the condensed consolidated balance sheet. We designate certain of our currency swaps as net investment hedges and designate our interest rate caps and interest rate swaps as cash flow hedges. The gain or loss on the designated derivative instrument is recognized in other comprehensive income (“OCI”) and reclassified into net income in the same period or periods during which the hedged transaction affects earnings.

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Derivative instruments that have not been designated in an effective hedging relationship are considered economic hedges, and their change in fair value is recognized in net income in each period.

The period end fair values of derivative financial instruments were as follows:


	As of June 27, 2020																		As of December 28, 2019
(dollars in millions)	Prepaid expenses and other assets		Other non- current assets		Accrued expenses and other current liabilities		Other non- current liabilities		Net		Prepaid expenses and other assets		Other non- current assets		Accrued expenses and other current liabilities		Other non- current liabilities		Net
Derivatives designated as hedging instruments:
—Currency swaps	$	1.3	$	—	$	—	$	(17.4)	$	(16.1)	$	4.2	$	—	$	—	$	(19.3)	$	(15.1)
—Interest rate caps	—		—		(1.0)		(2.4)		(3.4)		—		—		(4.0)		(3.0)		(7.0)
—Interest rate swaps	—		—		(12.1)		(48.6)		(60.7)		—		—		(5.3)		(29.0)		(34.3)

Derivatives not designated as hedging instruments:
—Currency swaps	0.1		—		—		—		0.1		—		—		(0.1)		—		(0.1)
—Currency forward contracts	0.2		—		(0.8)		—		(0.6)		1.2		—		(0.2)		—		1.0
	$	1.6	$	—	$	(13.9)	$	(68.4)	$	(80.7)	$	5.4	$	—	$	(9.6)	$	(51.3)	$	(55.5)

A. Instruments designated as net investment hedges

We hold cross currency swaps that have been designated as net investment hedges of certain of our European operations. As of June 27, 2020 and December 28, 2019, the notional principal amount of these contracts was $270.0 million. During July 2019, we extended the maturity of these contracts from March 2020 to March 2022. In addition, we have designated €147.0 million of our Euro-denominated debt as a net investment hedge of certain of our European operations.

The fair value (losses) gains before tax recognized in OCI in relation to the instruments designated as net investment hedging instruments were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net fair value (losses) gains recognized in OCI in relation to:
—Euro-denominated debt	$	(2.1)	$	(1.4)	$	(0.6)	$	(0.7)
—Designated cross currency swaps	(3.7)		(3.4)		(1.2)		1.5
Total net fair value (losses) gains	$	(5.8)	$	(4.8)	$	(1.8)	$	0.8

During the three and six months ended June 27, 2020, a net gain of $1.3 million and a net gain of $2.9 million, respectively, was recognized in interest expense in relation to our cross currency swaps that have been designated as net investment hedges, compared with a net gain of $2.0 million and a net gain of $4.2 million during the three and six months ended June 29, 2019.

B. Instruments designated as cash flow hedges

We use interest rate swaps and interest rate caps as part of our interest rate risk management strategy to add stability to interest expense and to manage our exposure to interest rate movements. These instruments are all designated as cash flow hedges. As of June 27, 2020 and December 28, 2019, we held three pay-fixed, receive-floating interest rate swaps with an aggregate notional amount of $870.0 million. During June 2020, we extended these swaps, which originally ran from June 30, 2020 through June 30, 2023, to now run from June 30, 2020 to June 30, 2025, locking in a lower blended fixed rate. The new, extended swaps have been designated as hedging instruments and the $53.7 million of losses accumulated in OCI in relation to the previously designated swaps will be reclassified into earnings over the term of the new swaps. Our interest rate caps involve the receipt of variable rate payments from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium. As of both June 27, 2020 and December 28, 2019, the notional amount of the interest rate cap contracts outstanding was $1.7 billion.

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The periods covered by our interest rate caps and their notional values are as follows:


(in millions)	Notional value
June 30, 2017 to June 30, 2020	$	200.0
June 28, 2019 to June 30, 2020	$	1,000.0
July 1, 2019 to June 30, 2023	€	425.0

The movements before tax recognized in OCI in relation to our cash flow hedges were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Movement recognized in OCI in relation to:
—Fair value loss on cash flow hedges	$	(10.6)	$	(14.6)	$	(26.5)	$	(27.9)
—Deferred premium reclassified from OCI to net income	1.9		0.2		3.6		0.3
Total movement	$	(8.7)	$	(14.4)	$	(22.9)	$	(27.6)

During the three and six months ended June 27, 2020, a net expense of $1.9 million and net expense of $3.6 million, respectively, was reclassified to interest expense in relation to our cash flow hedges, compared with net expense of $0.7 million and net expense of $0.8 million, respectively, during the three and six months ended June 29, 2019.

C. Derivative instruments not designated as hedging instruments

We do not designate our currency forward contracts, which are used primarily in respect of operational currency exposures related to payables, receivables and material procurement, or the currency swap contracts that are used to manage the currency profile of Gates’ cash as hedging instruments for the purposes of hedge accounting.

As of June 27, 2020, the notional principal amount of outstanding currency swaps that are used to manage the currency profile of Gates’ cash was $12.4 million, compared with $16.7 million as of December 28, 2019.

As of June 27, 2020, the notional amount of outstanding currency forward contracts that are used to manage operational foreign exchange exposures was $85.7 million, compared with $82.5 million as of December 28, 2019.

The fair value (losses) gains recognized in net income in relation to derivative instruments that have not been designated as hedging instruments were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Fair value (losses) gains recognized in relation to:
—Currency forward contracts recognized in SG&A	$	(0.8)	$	(1.0)	$	(0.5)	$	1.7
—Currency swaps recognized in other income	0.4		(0.2)		0.9		—
Total	$	(0.4)	$	(1.2)	$	0.4	$	1.7

11. Fair value measurement

A. Fair value hierarchy

We account for certain assets and liabilities at fair value. Topic 820 “Fair Value Measurements and Disclosures” establishes the following hierarchy for the inputs that are used in fair value measurement:

•“Level 1” inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

•“Level 2” inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

•“Level 3” inputs are not based on observable market data (unobservable inputs).

Assets and liabilities that are measured at fair value are categorized in one of the three levels on the basis of the lowest-level input that is significant to its valuation.

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B. Financial instruments not held at fair value

Certain financial assets and liabilities are not measured at fair value; however, items such as cash and cash equivalents, restricted cash, revolving credit facilities and bank overdrafts generally attract interest at floating rates and accordingly their carrying amounts are considered to approximate fair value. Due to their short maturities, the carrying amounts of accounts receivable and accounts payable are also considered to approximate their fair values.

The carrying amount and fair value of our debt are set out below:


	As of June 27, 2020						As of December 28, 2019
(dollars in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Current	$	63.5	$	62.4	$	46.1	$	45.9
Non-current	2,906.9		2,859.8		2,912.3		2,946.8
	$	2,970.4	$	2,922.2	$	2,958.4	$	2,992.7

Debt is comprised principally of borrowings under the secured credit facilities and the unsecured senior notes. Loans under the secured credit facilities pay interest at floating rates, subject to a 1% LIBOR floor on the Dollar Term Loan and a 0% EURIBOR floor on the Euro Term Loan. The fair values of the term loans are derived from a market price, discounted for illiquidity. The unsecured senior notes have fixed interest rates, are traded by “Qualified Institutional Buyers” and certain other eligible investors, and their fair value is derived from their quoted market price.

C. Assets and liabilities measured at fair value on a recurring basis

The following table categorizes the assets and liabilities that are measured at fair value on a recurring basis:


(dollars in millions)	Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Total
As of June 27, 2020
Equity investments	$	0.8	$	—	$	0.8
Derivative assets	$	—	$	1.6	$	1.6
Derivative liabilities	$	—	$	(82.3)	$	(82.3)

As of December 28, 2019
Equity investments	$	1.1	$	—	$	1.1
Derivative assets	$	—	$	5.4	$	5.4
Derivative liabilities	$	—	$	(60.9)	$	(60.9)

Available-for-sale securities represent equity securities that are traded in an active market and therefore are measured using quoted prices in an active market. Derivative assets and liabilities included in Level 2 represent foreign currency exchange forward and swap contracts, and interest rate derivative contracts.

We value our foreign currency exchange derivatives using models consistent with those used by a market participant that maximize the use of market observable inputs including forward prices for currencies.

We value our interest rate derivative contracts using a widely accepted discounted cash flow valuation methodology that reflects the contractual terms of each derivative, including the period to maturity. The methodology derives the fair values of the derivatives using the market standard methodology of netting the discounted future cash payments and the discounted expected receipts. The inputs used in the calculation are based on observable market-based inputs, including interest rate curves, implied volatilities and credit spreads.

We incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

Transfers between levels of the fair value hierarchy

During the periods presented, there were no transfers between Levels 1 and 2, and Gates had no assets or liabilities measured at fair value on a recurring basis using Level 3 inputs.

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D. Assets measured at fair value on a non-recurring basis

Gates has non-recurring fair value measurements related to certain assets, including goodwill, intangible assets, and property, plant, and equipment. During the three and six months ended June 27, 2020, impairments of property, plant and equipment of $3.7 million were recognized in relation to restructuring and other strategic initiatives, primarily the closure of our manufacturing facility in Korea. No significant impairment was recognized during either the three or six months ended June 29, 2019.

12. Debt


(dollars in millions)	As of June 27,2020		As of December 28,2019
Secured debt:
—Dollar Term Loan	$	1,690.4	$	1,699.1
—Euro Term Loan	716.7		717.7
Unsecured debt:
—6.25% Dollar Senior Notes due 2026	568.0		568.0
—Other loans	0.2		0.2
Total principal of debt	2,975.3		2,985.0
Deferred issuance costs	(37.5)		(41.8)
Accrued interest	32.6		15.2
Total carrying value of debt	2,970.4		2,958.4
Debt, current portion	63.5		46.1
Debt, less current portion	$	2,906.9	$	2,912.3

Gates’ secured debt is jointly and severally, irrevocably and fully and unconditionally guaranteed by certain of its subsidiaries and is secured by liens on substantially all of their assets.

Gates is subject to covenants, representations and warranties under certain of its debt facilities. During the periods covered by these condensed consolidated financial statements, we were in compliance with the applicable financial covenants. Also under the agreements governing our debt facilities, our ability to engage in activities such as incurring certain additional indebtedness, making certain investments and paying certain dividends is dependent, in part, on our ability to satisfy tests based on measures determined under those agreements.

Dollar and Euro Term Loans

Our secured credit facilities include a Dollar Term Loan credit facility and a Euro Term Loan credit facility that were drawn on July 3, 2014. The maturity date for each of the term loan facilities is March 31, 2024. These term loan facilities bear interest at a floating rate, which for U.S. dollar debt can be either a base rate as defined in the credit agreement plus an applicable margin, or at our option, LIBOR plus an applicable margin.

The Dollar Term Loan interest rate is currently LIBOR, subject to a floor of 1.00%, plus a margin of 2.75%, and as of June 27, 2020, borrowings under this facility bore interest at a rate of 3.75% per annum. The Dollar Term Loan interest rate is re-set on the last business day of each month. As of June 27, 2020, the Euro Term Loan bore interest at EURIBOR, which is currently below 0%, subject to a floor of 0%, plus a margin of 3.00%. The Euro Term Loan interest rate is re-set on the last business day of each quarter.

Both term loans are subject to quarterly amortization payments of 0.25%, based on the original principal amount less certain prepayments with the balance payable on maturity. During the six months ended June 27, 2020, we made amortization payments against the Dollar Term Loan and the Euro Term Loan of $8.7 million and $3.7 million, respectively. During the six months ended June 29, 2019, we made amortization payments against the Dollar Term Loan and the Euro Term Loan of $13.0 million and $5.5 million, respectively.

Under the terms of the credit agreement, we are obligated to offer annually to the term loan lenders an “excess cash flow” amount as defined under the agreement, based on the preceding year’s final results. Based on our 2019 results, the leverage ratio as defined under the credit agreement was below the threshold above which payments are required, and therefore no excess cash flow payment is required to be made in 2020.

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During the periods presented, foreign exchange (losses) gains were recognized in respect of the Euro Term Loans as summarized in the table below. As a portion of the facility was designated as a net investment hedge of certain of our Euro investments, a corresponding portion of the foreign exchange (losses) gains were recognized in OCI.


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
(Loss) gain recognized in statement of operations	$	(6.9)	$	(8.1)	$	(2.0)	$	5.3
Loss recognized in OCI	(2.1)		(1.4)		(0.6)		(0.7)
Total (loss) gain	$	(9.0)	$	(9.5)	$	(2.6)	$	4.6

The above net foreign exchange (losses) gains recognized in the other income line of the condensed consolidated statement of operations have been substantially offset by net foreign exchange movements on Euro-denominated intercompany loans as part of our overall hedging strategy.

A wholly-owned U.S. subsidiary of Gates Global LLC is the principal obligor under the Term Loans for U.S. federal income tax purposes and makes the payments due on this tranche of debt. As a result, interest received by lenders of this tranche of debt is U.S. source income.

Unsecured Senior Notes

As of June 27, 2020, we had $568.0 million of Dollar Senior Notes outstanding that were issued in November 2019. These notes are scheduled to mature on January 15, 2026 and bear interest at an annual fixed rate of 6.25% with semi-annual interest payments.

On and after January 15, 2022, we may redeem the Dollar Senior Notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest to the redemption date:


	Redemption price
During the year commencing:
—2023	103.125	%
—2024	101.563	%
—2025 and thereafter	100.000	%

Additionally, net cash proceeds from an equity offering can be utilized at any time prior to January 15, 2022, to redeem up to 40% of the notes at a redemption price equal to 106.250% of the principal amount thereof, plus accrued and unpaid interest through to the redemption date.

Upon the occurrence of a change of control or a certain qualifying asset sale, the holders of the notes will have the right to require us to make an offer to repurchase each holder's notes at a price equal to 101% (in the case of a change of control) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest.

Revolving credit facility

We also have a secured revolving credit facility that provides for multi-currency revolving loans up to an aggregate principal amount of $185.0 million, with a letter of credit sub-facility of $20.0 million. The facility matures on January 29, 2023.

As of both June 27, 2020 and December 28, 2019, there were no drawings for cash under the revolving credit facility and there were no letters of credit outstanding.

Debt under the revolving credit facility bears interest at a floating rate, which can be either a base rate as defined in the credit agreement plus an applicable margin or, at our option, LIBOR, plus an applicable margin.

Asset-backed revolver

We have a revolving credit facility backed by certain of our assets in North America. The facility allows for loans of up to a maximum of $325.0 million ($277.1 million as of June 27, 2020, compared with $294.6 million as of December 28, 2019, based on the values of the secured assets on those dates) with a letter of credit sub-facility of $150.0 million within this maximum. The facility matures on January 29, 2023.

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As of both June 27, 2020 and December 28, 2019, there were no drawings for cash under the asset-backed revolver, but there were letters of credit outstanding of $46.8 million and $50.1 million, respectively.

Debt under the facility bears interest at a floating rate, which can be either a base rate as defined in the credit agreement plus an applicable margin or, at our option, LIBOR, plus an applicable margin.

13. Post-retirement benefits

Gates provides defined benefit pension plans in certain of the countries in which it operates, in particular, in the U.S. and U.K. All of the defined benefit pension plans are closed to new entrants. In addition to the funded defined benefit pension plans, Gates has unfunded defined benefit obligations to certain current and former employees.

Gates also provides other post-retirement benefits, principally health and life insurance coverage, on an unfunded basis to certain of its employees in the U.S. and Canada.

Net periodic benefit cost

The components of the net periodic benefit cost for pensions and other post-retirement benefits were as follows:


	Three months ended June 27, 2020										Three months ended June 29, 2019
(dollars in millions)	Pensions		Other post-retirement benefits		Total		Pensions		Other post-retirement benefits		Total
Reported in operating income:
—Employer service cost	$	1.4	$	—	$	1.4	$	1.4	$	—	$	1.4
Reported outside of operating income:
—Interest cost	4.5		0.4		4.9		5.9		0.5		6.4
—Expected return on plan assets	(5.4)		—		(5.4)		(6.9)		—		(6.9)
—Net amortization of prior period losses (gains)	0.2		(0.4)		(0.2)		0.2		(0.3)		(0.1)

Net periodic benefit cost	$	0.7	$	—	$	0.7	$	0.6	$	0.2	$	0.8

Contributions	$	1.5	$	0.9	$	2.4	$	1.9	$	1.0	$	2.9


	Six months ended June 27, 2020										Six months ended June 29, 2019
(dollars in millions)	Pensions		Other post-retirement benefits		Total		Pensions		Other post-retirement benefits		Total
Reported in operating income:
—Employer service cost	$	2.8	$	—	$	2.8	$	2.8	$	—	$	2.8
Reported outside of operating income:
—Interest cost	9.1		0.8		9.9		11.8		1.1		12.9
—Expected return on plan assets	(10.9)		—		(10.9)		(13.9)		—		(13.9)
—Net amortization of prior period losses (gains)	0.5		(0.7)		(0.2)		0.4		(0.6)		(0.2)
—Settlements and curtailments	—		—		—		(0.7)		—		(0.7)
Net periodic benefit cost	$	1.5	$	0.1	$	1.6	$	0.4	$	0.5	$	0.9

Contributions	$	3.2	$	2.1	$	5.3	$	3.4	$	2.0	$	5.4

The components of the above net periodic benefit cost for pensions and other post-retirement benefits that are reported outside of operating income are all included in the other income line in the condensed consolidated statement of operations.

For 2020 as a whole, we expect to contribute approximately $5.0 million to our defined benefit pension plans and approximately $5.5 million to our other post-retirement benefit plans.

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14. Share-based compensation

The Company operates a share-based incentive plan over its shares to provide incentives to Gates’ senior executives and other eligible employees. During the three and six months ended June 27, 2020, we recognized a charge of $5.7 million and $8.6 million, compared with $3.8 million and $6.4 million, respectively, in the prior year periods.

Share-based incentive awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan

Gates has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with our initial public offering in January 2018. No new awards have been granted under this plan since 2017. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by our majority owners, who are various investment funds managed by affiliates of The Blackstone Group Inc. (“Blackstone” or our “Sponsor”), at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant.

Due to Chinese regulatory restrictions on foreign stock ownership, awards granted under this plan to Chinese employees have been issued as stock appreciation rights (“SARs”). The terms of these SARs are identical to those of the options described above with the exception that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “Compensation - Stock Compensation” and are revalued to their fair value at each period end.

In addition to the above, in 2017, under the same plan, the Company issued 76,293 restricted stock units (“RSUs”). These RSUs vest evenly over three years from the date of grant, subject to the participant’s continued provision of service to Gates on the vesting date. The awards expire ten years after the date of grant, in December 2027.

Changes in the awards granted under this plan are summarized in the tables below.

Share-based incentive awards issued under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan

In conjunction with the initial public offering in January 2018, Gates adopted a new equity-based compensation plan, which is a market-based long-term incentive program that allows for the issue of a variety of equity-based and cash-based awards, including stock options, SARs and RSUs.

The SARs issued under this plan take the form of options, except that no share is issued on exercise; instead, cash equivalent to the increase in the value of the shares from the date of grant to the date of exercise is paid to the employee. These awards are therefore treated as liability awards under Topic 718 “Compensation - Stock Compensation” and are revalued to their fair value at each period end. The SARs and the majority of the share options issued under this plan vest evenly over either three years or four years from the grant date. The remainder of the options, the premium-priced options, vest evenly over a three year period, starting two years from the grant date. All options vest subject to the participant’s continued employment by Gates on the vesting date and expire ten years after the date of grant.

The RSUs issued under the plan consist of time-vesting RSUs and performance-based RSUs (“PRSUs”). The time-vesting RSUs vest evenly over either one or three years from the date of grant, subject to the participant’s continued provision of service to Gates on the vesting date. The PRSUs provide that 50% of the award will generally vest if Gates achieves a certain level of average annual adjusted return on invested capital as defined in the plan (“Adjusted ROIC”) and the remaining 50% of the PRSUs will generally vest if Gates achieves certain relative total shareholder return (“Relative TSR”) goals, in each case, measured over a three year performance period and subject to the participant’s continued employment through the end of the performance period. The total number of PRSUs that vest at the end of the performance period will range from 0% to 200% of the target based on actual performance against a pre-established scale.

New awards and movements in existing awards granted under this plan are summarized in the tables below.

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Summary of movements in options outstanding


	Six months ended June 27, 2020
	Number of options	Weighted average exercise price $
Outstanding at the beginning of the period:
—Tier I	3,825,855	$	7.07
—Tier II	4,405,340	$	7.01
—Tier III	4,405,340	$	7.01
—Tier IV	4,405,340	$	10.52
—SARs	772,450	$	8.72
—Share options	1,610,485	$	16.69
—Premium-priced options	796,460	$	19.00
	20,221,270	$	9.09
Granted during the period:




—SARs	69,361	$	12.08
—Share options	1,193,114	$	12.55

	1,262,475	$	12.52
Forfeited during the period:
—Tier I	(149,522)	$	9.56
—Tier II	(509,348)	$	8.03
—Tier III	(509,348)	$	8.03
—Tier IV	(509,348)	$	12.04

—Share options	(154,408)	$	16.79

	(1,831,974)	$	10.01
Expired during the period:





—Share options	(3,055)	$	16.46

	(3,055)	$	16.46
Exercised during the period:
—Tier I	(400,573)	$	6.64






	(400,573)	$	6.64
Outstanding at the end of the period:
—Tier I	3,275,760	$	7.01
—Tier II	3,895,992	$	6.88
—Tier III	3,895,992	$	6.88
—Tier IV	3,895,992	$	10.32
—SARs	841,811	$	9.00
—Share options	2,646,136	$	14.82
—Premium-priced options	796,460	$	19.00
	19,248,143	$	9.28

Exercisable at the end of the period	3,376,495	$	8.65
Vested and expected to vest at the end of the period	7,513,195	$	11.22

As of June 27, 2020, the aggregate intrinsic value of options that were vested or expected to vest was $11.1 million, and these options had a weighted average remaining contractual term of 7.1 years. As of June 27, 2020, the aggregate intrinsic value of options that were exercisable was $8.4 million, and these options had a weighted average remaining contractual term of 5.6 years.

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As of June 27, 2020, the unrecognized compensation charge relating to the nonvested options other than Tier II, Tier III and Tier IV options, was $11.2 million, which is expected to be recognized over a weighted-average period of 2.4 years. The unrecognized compensation charge relating to the nonvested Tier II, Tier III and Tier IV options was $25.1 million, which will be recognized on occurrence of a liquidity event as described above.

During the three and six months ended June 27, 2020, cash of $0.6 million and $2.7 million, respectively, was received in relation to the exercise of vested options, compared with $1.6 million and $0.4 million, respectively, during the three and six months ended June 29, 2019. The aggregate intrinsic value of options exercised during the three and six months ended June 27, 2020 was $0.1 million and $2.1 million, respectively, compared with $0.3 million and $2.0 million, respectively, during the three and six months ended June 29, 2019.

Summary of movements in RSUs and PRSUs outstanding


	Six months ended June 27, 2020
	Number of awards	Weighted average grant date fair value $
Outstanding at the beginning of the period:
—RSUs	718,269	$	16.20
—PRSUs	248,550	$	20.07
	966,819	$	17.20
Granted during the period:
—RSUs	1,182,880	$	11.81
—PRSUs	365,258	$	14.41
	1,548,138	$	12.42
Forfeited during the period:
—RSUs	(48,274)	$	16.22
—PRSUs	(42,158)	$	20.07
	(90,432)	$	18.01




Vested during the period:
—RSUs	(225,441)	$	16.35

	(225,441)	$	16.35
Outstanding at the end of the period:
—RSUs	1,627,434	$	12.99
—PRSUs	571,650	$	16.45
	2,199,084	$	13.89

As of June 27, 2020, the unrecognized compensation charge relating to nonvested RSUs and PRSUs was $20.8 million, which is expected to be recognized over a weighted average period of 2.3 years, subject, where relevant, to the achievement of the performance conditions described above. The total fair value of RSUs and PRSUs vested during the three and six months ended June 27, 2020 was $0 and $2.7 million, respectively, compared with $0 and $0.2 million, respectively, during the three and six months ended June 29, 2019.

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Valuation of awards granted during the period

The grant date fair value of the options and SARs are measured using a Black-Scholes valuation model. RSUs are valued at the share price on the date of grant. The premium-priced options and PRSUs were valued using Monte Carlo simulations. As Gates only has volatility data for its shares for the period since its initial public offering, this volatility has been weighted with the debt-levered volatility of a peer group of public companies in order to determine the expected volatility over the expected option life. The expected option life represents the period of time for which the options are expected to be outstanding and is based on consideration of the contractual life of the option, option vesting period, and historical exercise patterns. The weighted average fair values and relevant assumptions were as follows:


	Six months ended
	June 27, 2020			June 29, 2019
Grant date fair value:
—SARs	$	4.59		$	5.88
—Share options	$	4.78		$	5.88
—Premium-priced options	n/a			$	5.65
—RSUs	$	11.81		$	16.39
—PRSUs	$	14.41		$	20.07

Inputs to the model:
—Expected volatility - SARs	37.7		%	31.9		%
—Expected volatility - share options	37.6		%	31.9		%
—Expected volatility - premium-priced options	n/a			31.9		%
—Expected volatility - PRSUs	40.4		%	32.8		%

—Expected option life for SARs	6.0			6.0
—Expected option life for share options	6.0			6.0
—Expected option life for premium-priced options	n/a			7.0



—Risk-free interest rate:
SARs	1.25		%	2.51		%
Share options	1.33		%	2.51		%
Premium-priced options	n/a			2.53		%
PRSUs	1.29		%	2.48		%

15. Equity

Movements in the Company’s number of shares in issue for the six months ended June 27, 2020 and June 29, 2019, respectively, were as follows:


	Six months ended
(number of shares)	June 27, 2020	June 29, 2019
Balance as of the beginning of the period	290,157,299	289,847,574

Exercise of share options	400,573	246,924
Vesting of restricted stock units, net of withholding taxes	196,984	7,153
Balance as of the end of the period	290,754,856	290,101,651

The Company has one class of authorized and issued shares, with a par value of $0.01, and each share has equal voting rights.

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16. Analysis of accumulated other comprehensive loss

Changes in accumulated other comprehensive loss by component, net of tax, were as follows:


(dollars in millions)	Post- retirement benefits		Cumulative translation adjustment		Cash flow hedges		Accumulated OCI attributable to shareholders		Non-controlling interests		Accumulated OCI
As of December 28, 2019	$	(9.3)	$	(812.3)	$	(36.8)	$	(858.4)	$	(46.0)	$	(904.4)
Foreign currency translation	1.3		(159.8)		—		(158.5)		(4.1)		(162.6)
Cash flow hedges movements	—		—		(19.2)		(19.2)		—		(19.2)
Post-retirement benefit movements	(0.1)		—		—		(0.1)		—		(0.1)
Other comprehensive income (loss)	1.2		(159.8)		(19.2)		(177.8)		(4.1)		(181.9)
As of June 27, 2020	$	(8.1)	$	(972.1)	$	(56.0)	$	(1,036.2)	$	(50.1)	$	(1,086.3)


(dollars in millions)	Post- retirement benefits		Cumulative translation adjustment		Cash flow hedges		Accumulated OCI attributable to shareholders		Non-controlling interests		Accumulated OCI
As of December 29, 2018	$	7.6	$	(850.0)	$	(11.9)	$	(854.3)	$	(43.6)	$	(897.9)
Foreign currency translation	—		42.1		—		42.1		3.8		45.9
Cash flow hedges movements	—		—		(23.3)		(23.3)		—		(23.3)
Post-retirement benefit movements	(0.1)		—		—		(0.1)		—		(0.1)
Other comprehensive (loss) income	(0.1)		42.1		(23.3)		18.7		3.8		22.5
As of June 29, 2019	$	7.5	$	(807.9)	$	(35.2)	$	(835.6)	$	(39.8)	$	(875.4)

17. Related party transactions

A. Entities affiliated with Blackstone

In January 2018, Gates and Blackstone Management Partners L.L.C. (“BMP”) and Blackstone Tactical Opportunities Advisors L.L.C., each affiliates of our Sponsor (the “Managers”), entered into a new Transaction and Monitoring Fee Agreement (the “New Monitoring Fee Agreement”). Under this agreement, Gates Industrial Corporation plc and certain of its direct and indirect subsidiaries (collectively the “Monitoring Service Recipients”) engaged the Managers to provide certain monitoring, advisory and consulting services in the following areas:

•advice regarding financings and relationships with lenders and bankers;

•advice regarding the selection, retention and supervision of independent auditors, outside legal counsel, investment bankers and other advisors or consultants;

•advice regarding environmental, social and governance issues pertinent to our affairs;

•advice regarding the strategic direction of our business; and

•such other advice directly related to or ancillary to the above advisory services as we may reasonably request.

In consideration of these oversight services, Gates agreed to pay BMP an annual fee of 1% of a covenant EBITDA measure defined under the agreements governing our senior secured credit facilities. In addition, the Monitoring Service Recipients agreed to reimburse the Managers for any related out-of-pocket expenses incurred by the Managers and their affiliates. During the three months ended June 27, 2020, Gates incurred $0, compared with $2.0 million during the prior year period, and during the six months ended June 27, 2020, Gates incurred $1.7 million, compared with $3.8 million during the prior year period, in respect of these oversight services and out-of-pocket expenses, of which there was no amount owing at June 27, 2020 or December 28, 2019.

Monitoring fee obligations under the New Monitoring Fee Agreement terminated in January 2020 upon the second anniversary of the closing date of the initial public offering of Gates.

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In addition, in connection with the initial public offering, we entered into a new Support and Services Agreement with BMP, under which Gates Industrial Corporation plc and certain of its direct and indirect subsidiaries reimburse BMP for customary support services provided by Blackstone’s portfolio operations group to the Company at BMP’s direction. BMP will invoice the Company for such services based on the time spent by the relevant personnel providing such services during the applicable period and Blackstone’s allocated costs of such personnel. During the periods presented, no amounts were paid or outstanding under this agreement. This agreement terminates on the date our Sponsor beneficially owns less than 5% of our ordinary shares and such shares have a fair market value of less than $25.0 million, or such earlier date as may be chosen by Blackstone.

B. Commercial transactions with sponsor portfolio companies

Our Sponsor and its affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services.

During the periods presented, our Sponsor held an interest in Custom Truck One Source (“Custom Truck”), a provider of specialized truck and heavy equipment solutions in North America. Net sales by Gates to Custom Truck were $0.1 million during the three and six months ended June 27, 2020, compared with $0 during the three and six months ended June 29, 2019.

C. Equity method investees

Sales to and purchases from equity method investees were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Sales	$	0.4	$	0.4	$	0.7	$	0.7
Purchases	$	(3.5)	$	(3.9)	$	(7.1)	$	(8.0)

Amounts outstanding in respect of these transactions were receivables of $0.1 million and payables of $0.3 million as of June 27, 2020, compared with receivables of $0 and payables of $0.2 million as of December 28, 2019. No dividends were received from our equity method investees during the periods presented.

D. Non-Gates entities controlled by non-controlling shareholders

Sales to and purchases from non-Gates entities controlled by non-controlling shareholders were as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Sales	$	12.0	$	12.4	$	24.5	$	25.8
Purchases	$	(4.2)	$	(4.9)	$	(9.3)	$	(10.3)

Amounts outstanding in respect of these transactions were as follows:


(dollars in millions)	As of June 27, 2020		As of December 28, 2019
Receivables	$	3.8	$	4.2
Payables	$	(3.2)	$	(5.9)

E. Majority-owned subsidiaries

During 2019, we finalized an agreement with the non-controlling interest holder in certain of our consolidated, majority-owned subsidiaries, regarding the scope of business of such subsidiaries, which resulted in a smaller share of net income allocated to non-controlling interests. This change was retrospectively effective from the beginning of 2019 and included a one-time adjustment of $15.0 million, which was recorded in the first quarter of 2019.

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18. Commitments and contingencies

A. Performance bonds, letters of credit and bank guarantees

As of June 27, 2020, letters of credit totaling $46.8 million were outstanding against the asset-backed revolving facility, compared with $50.1 million as of December 28, 2019. Gates had additional outstanding performance bonds, letters of credit and bank guarantees amounting to $5.9 million, compared with $4.1 million as of December 28, 2019.

B. Contingencies

Gates is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business. Gates is also, from time to time, party to legal proceedings and claims in respect of environmental obligations, product liability, intellectual property and other matters which arise in the ordinary course of business and against which management believes Gates has meritorious defenses available.

While it is not possible to quantify the financial impact or predict the outcome of all pending claims and litigation, management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will materially affect Gates’ financial position, results of operations or cash flows.

C. Warranties

The following summarizes the movements in the warranty liability for the six months ended June 27, 2020 and June 29, 2019, respectively:


	Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019
Balance as of the beginning of the period	$	17.7	$	14.3
Charge for the period	7.2		6.8
Payments made	(4.7)		(5.8)

Released during the period	(0.8)		(0.1)
Foreign currency translation	(0.1)		0.1
Balance as of the end of the period	$	19.3	$	15.3

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Item 2: Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in “Forward-Looking Statements” above, Item 1A. “Risk Factors” in Part II of our annual report and Item 1A. “Risk Factors” in Part I of our Quarterly Report on Form 10-Q for the period ended March 28, 2020

Our Company

We are a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. We offer a broad portfolio of products to diverse replacement channel customers and to original equipment (“first-fit”) manufacturers as specified components, with the majority of our revenue coming from replacement channels. Our products are used in applications across numerous end markets, which include construction, agriculture, energy, automotive, transportation, general industrial, consumer products and many others. We sell our products globally under the Gates brand, which is recognized by distributors, equipment manufacturers, installers and end users as a premium brand for quality and technological innovation; this reputation has been built for over a century since Gates’ founding in 1911. Within the diverse end markets we serve, our highly engineered products are often critical components in applications for which the cost of downtime is high relative to the cost of our products, resulting in the willingness of end users to pay a premium for superior performance and availability. These applications subject our products to normal wear and tear, resulting in a natural replacement cycle that drives high-margin, recurring revenue. Our product portfolio represents one of the broadest ranges of power transmission and fluid power products in the markets we serve, and we maintain long-standing relationships with a diversified group of blue-chip customers throughout the world. As a leading designer, manufacturer and marketer of highly engineered, mission-critical products, we have become an industry leader across most of the regions and end markets in which we operate.

Business Trends

Our net sales have historically been, and remain, highly correlated with industrial activity and utilization and not with any single end market given the diversification of our business and high exposure to replacement channels. This diversification limits our exposure to trends in any given end market. In addition, a majority of our sales are generated from customers in replacement channels, who serve primarily a large base of installed equipment that follows a natural maintenance cycle that is somewhat less susceptible to various trends that affect our end markets. Such trends include infrastructure investment and construction activity, agricultural production and related commodity prices, commercial and passenger vehicle production, miles driven and fleet age, evolving regulatory requirements related to emissions and fuel economy and oil and gas prices and production. Key indicators of our performance include industrial production, industrial sales and manufacturer shipments.

During the six months ended June 27, 2020, sales into replacement channels accounted for approximately 65% of our total net sales. Our replacement sales cover a very broad range of applications and industries and, accordingly, are highly correlated with industrial activity and utilization and not a single end market. Replacement products are principally sold through distribution partners that may carry a very broad line of products or may specialize in products associated with a smaller set of end market applications.

During the six months ended June 27, 2020, sales into first-fit channels accounted for approximately 35% of our total net sales. First-fit sales are to a variety of industrial and automotive customers. Our industrial first-fit customers cover a diverse range of industries and applications and many of our largest first-fit customers manufacture construction and agricultural equipment. Among our automotive first-fit customers, a majority of our net sales are to emerging market customers, where we believe our first-fit presence provides us with a strategic advantage in developing those markets and ultimately increasing our higher margin replacement channel sales. First-fit automotive sales in developed markets represented approximately 6% of our total net sales for the six months ended June 27, 2020, with first-fit automotive sales in North America contributing less than 3% of total net sales. As a result of the foregoing factors, we do not believe that our historical consolidated net sales have had any meaningful correlation to global automotive production but are positively correlated to industrial production.

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Our recently completed manufacturing footprint investments and other productivity improvements in recent years have helped to position us to continue to make progress on our restructuring program, which is primarily intended to optimize our manufacturing and distribution footprint over the mid-term by removing structural fixed costs and, to a lesser degree, to streamline our selling, general and administrative (“SG&A”) back-office functions. We anticipate that most of the costs associated with these actions will be incurred during 2020 and 2021. Some of these costs will, in accordance with U.S. GAAP, be classified in cost of sales, negatively impacting gross margin, but due to their nature and impact of hindering comparison of the performance of our businesses on a period-over-period basis or with other businesses, they will be excluded from Adjusted EBITDA, consistent with the treatment of similar costs in the current and prior years.

Impact of COVID-19 Pandemic

The first quarter of 2020 marked the beginning of an unprecedented environment for the global economy, which has continued through the second quarter of 2020, as governments, companies and communities implemented strict measures to minimize the spread of COVID-19. We are prioritizing the health and safety of our employees and the communities in which we operate around the world, taking additional protective measures in our plants to safely maintain operational continuity in support of our global customer base.

In early February, as our business in China was being impacted, we mobilized a centralized crisis response team that developed and is tactically engaged in the implementation of our countermeasure actions across our global footprint. We are adhering to local government mandates and guidance provided by health authorities and have proactively implemented quarantine protocols, social distancing policies, working from home arrangements, travel suspensions, frequent and extensive disinfecting of our workspaces, provision of personal protective equipment, and mandatory temperature monitoring at our facilities. We expect to continue implementing these measures and we may take further actions if required or recommended by government authorities or if we determine them to be in the best interests of our employees, customers, and suppliers.

Our operations are supported largely by local supply chains. Where necessary, we have taken steps to qualify additional suppliers to ensure we are able to maintain continuity of supply. Although we have not experienced any significant disruptions to date, certain Gates suppliers have, or may in the future, temporarily close operations, delay order fulfillment or limit production due to the pandemic. Continued disruptions, shipping delays or insolvency of key vendors in our supply chain could make it difficult or more costly for us to obtain the raw materials or other inputs we need for our operations.

Gates employs an in-region, for-region manufacturing strategy, under which local operations primarily support local demand. In those cases where local production supports demand in other regions, contingency plans have been activated as appropriate. In addition to the handful of plants that were temporarily closed by government mandates, we have proactively managed our output to expected demand levels and occasionally suspended production at other plants for short periods of time. We may continue to experience these production disruptions, which could place constraints on our ability to produce our products and meet customer demand. Of these temporary closures in the first half of 2020, the most significant for us was in Greater China, where we closed all of our production facilities for approximately three weeks, and in India, where our facilities were closed for approximately six weeks. We have since safely returned these plants to more normalized capacity. Our two largest regions of Europe and North America did not begin to see an impact from COVID-19 until late March. With large portions of the economies in these regions having effectively been shut down since the beginning of April 2020, we experienced significant year-over-year revenue declines most sharply in April, with significant month-over-month improvements in May and June.

As shelter-in-place requirements have eased in various jurisdictions, unfortunately accompanied in some cases by increases in affected individuals, there is continued progress in the fight against COVID-19, and we expect the second half of the year to improve sequentially from the second quarter. Given the magnitude of the decline we experienced in the first half of the year and the different rates of demand recovery we believe we will see across different end markets and geographies, we expect the full year to result in a revenue decline compared with the prior year. Reflecting the progress we have made recently in right-sizing the business, and in managing our cost structure in response to COVID-19, we would expect our full-year decremental margin to be an improvement from what we saw in 2019, despite the significant decline in revenue as a result of the pandemic. During this crisis, we have maintained our ability to respond to demand improvements, and while we have limited new capital expenditure, we continue to fund key initiatives, which we believe will serve us well as our end markets continue to recover.

We have strength and flexibility in our liquidity position, which includes committed borrowing headroom of $415.3 million under our lines of credit (none of which are currently expected to be drawn in the foreseeable future), in addition to cash balances of $639.7 million as of June 27, 2020. Our business also has a demonstrated ability to generate free cash flow even in challenging environments.

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As a result of the unpredictable and evolving impact of the pandemic and measures being taken around the world to combat its spread, the timing and trajectory of the recovery remain unclear at this time, and the adverse impact of the pandemic on Gates’ operations may continue to be material. In addition, see Item 1A. “Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2020 for an update to our risk factors regarding risks associated with the COVID-19 pandemic.

Despite this highly uncertain environment, our early experience in China, and more recent experience in North America and EMEA, has helped frame our response to this crisis and our focus in the remainder of 2020 will continue to be on:

•safely supporting our employees, customers and the communities in which we operate;

•actively managing what we can control in terms of our supply chains and operations;

•managing our compressible costs to the prevailing demand conditions by tightly controlling discretionary spending; and

•funding our key growth initiatives to enhance our differentiation in the market and allow us to emerge from this downturn in an even stronger competitive position.

Results for the three and six months ended June 27, 2020 compared with the results for the three and six months ended June 29, 2019

Summary Gates Performance


	Three months ended									Six months ended
(dollars in millions)	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Net sales	$	576.5		$	809.9		$	1,286.6		$	1,614.8
Cost of sales	373.0			508.5			827.3			1,006.1
Gross profit	203.5			301.4			459.3			608.7
Selling, general and administrative expenses	182.9			198.0			376.3			398.5
Transaction-related income	—			(0.7)			(0.2)			(0.3)
Asset impairments	3.7			—			3.7			—
Restructuring expenses	17.2			0.3			19.1			3.6
Other operating (income) expenses	(3.7)			1.9			(1.4)			4.8
Operating income from continuing operations	3.4			101.9			61.8			202.1
Interest expense	34.3			39.2			71.0			77.3
Other income	(3.7)			(1.5)			(5.8)			(4.8)
(Loss) income from continuing operations before taxes	(27.2)			64.2			(3.4)			129.6
Income tax expense (benefit)	0.6			37.5			(15.5)			(502.2)
Net (loss) income from continuing operations	$	(27.8)		$	26.7		$	12.1		$	631.8

Adjusted EBITDA⁽¹⁾	$	83.2		$	165.4		$	204.0		$	330.9
Adjusted EBITDA margin	14.4		%	20.4		%	15.9		%	20.5		%

⁽¹⁾ See “—Non-GAAP Measures” for a reconciliation of Adjusted EBITDA to net income from continuing operations, the closest comparable GAAP measure, for each of the periods presented.

Net sales

Net sales during the three months ended June 27, 2020 were $576.5 million, down by 28.8%, or $233.4 million, compared with net sales during the prior year period of $809.9 million. Our net sales in the three months ended June 27, 2020 were adversely impacted by movements in average currency exchange rates of $19.8 million compared with the prior year period, due principally to the strengthening of the U.S. dollar against a number of currencies, in particular the Brazilian Real and Mexican Peso. Excluding this impact, core sales decreased by $213.6 million, or 26.4%, during the three months ended June 27, 2020 compared with the prior year period, driven almost exclusively by lower volumes.

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This decline, predominantly a function of the economic impact from the COVID-19 pandemic, occurred across all of our sales channels, with core sales to automotive and industrial customers down by $101.6 million and $111.8 million, respectively, compared with the prior year period. Regionally, North America and EMEA drove the majority of the decline, decreasing by $109.4 million and $60.4 million, respectively compared with the prior year period. Sales to Industrial First-Fit customers in North America comprised the majority of that region’s decline, decreasing by 37.8% compared with the prior year period, while sales to all EMEA channels decreased by roughly the same amount in dollar terms. Partially offsetting these declines was modest growth in Greater China, which was up by 1.8% compared with the prior year period, driven primarily by sales into the Industrial First-Fit channel, which grew by 13.5% compared with the prior year period. Construction was our weakest end market during the quarter, declining by 36.7% during the three months ended June 27, 2020, compared with the prior year period, while the Agriculture and General Industrial end markets declined more moderately at 12.6% and 17.2%, respectively, compared with the prior year period. Industrial end markets in our developed markets were generally more significantly impacted by the economic downturn, while sales into the Automotive end market decreased more significantly in emerging markets, declining by 32.2% during the three months ended June 27, 2020 compared with the prior year period.

Net sales during the six months ended June 27, 2020 were $1,286.6 million, down by 20.3%, or $328.2 million, compared with net sales during the prior year period of $1,614.8 million. Our net sales for the six months ended June 27, 2020 were adversely impacted by movements in average currency exchange rates of $33.5 million compared with the prior year period, due principally to the strengthening of the U.S. dollar against a number of currencies, in particular the Brazilian Real, Euro, Chinese Renminbi, and Mexican Peso. Excluding these impacts, core sales decreased by $294.7 million, or 18.2%, during the six months ended June 27, 2020 compared with the prior year period, driven almost exclusively by lower volumes.

Similar to the quarter, this decline in core sales was driven by the impacts from the COVID-19 pandemic and adversely affected sales to customers across all of our channels. The most significant decline in dollar terms was in North America, which decreased by $145.5 million during the six months ended June 27, 2020 compared with the prior year period, driven by weaker industrial sales, particularly in the construction end market, which was lower by 24.0% in the six months ended June 27, 2020 compared with the prior year period. Sales in EMEA and East Asia & India declined by $66.1 million and $42.6 million, respectively, during the six months ended June 27, 2020 compared with the prior year period, in both cases driven primarily by weaker sales in the automotive end market.

Cost of sales

Cost of sales for the three months ended June 27, 2020 was $373.0 million, a decrease of 26.6%, or $135.5 million, compared with $508.5 million for the prior year period. The decrease was driven primarily by lower volumes of $121.5 million, a function of the lower production due to a combination of weak demand and production facility closures resulting from the COVID-19 pandemic, in addition to favorable movements in average currency exchange rates of $9.6 million.

Cost of sales for the six months ended June 27, 2020 was $827.3 million, a decrease of 17.8%, or $178.8 million, compared with $1,006.1 million for the prior year period. Similar to the quarter, the decrease was driven primarily by lower volumes of $172.7 million.

Gross profit

Gross profit for the three months ended June 27, 2020 was $203.5 million, down 32.5% from $301.4 million for the prior year period. The decrease was driven primarily by the decreases in volumes of $90.9 million, combined with unfavorable net impacts of movements in average currency exchange rates of $10.2 million. Our gross profit margin dropped by 190 basis points to 35.3% for the three months ended June 27, 2020, compared with 37.2% for the prior year period, reflecting primarily the lower absorption of fixed costs on lower production volumes.

Gross profit for the six months ended June 27, 2020 was $459.3 million, down 24.5% from $608.7 million for the prior year period, for similar reasons to those outlined for the quarter above. Our gross profit margin dropped by 200 basis points to 35.7% for the six months ended June 27, 2020, compared with 37.7% for the prior year period, reflecting the lower absorption of fixed costs on lower production volumes.

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Selling, general and administrative expenses

SG&A expenses for the three months ended June 27, 2020 were $182.9 million compared with $198.0 million for the prior year period. This decrease of $15.1 million was driven by lower travel and entertainment costs of $5.0 million, $4.8 million of favorable impacts from movements in average currency exchange rates and $4.8 million of lower variable costs related to decreased volumes.

SG&A expenses for the six months ended June 27, 2020 were $376.3 million compared with $398.5 million for the prior year period. This decrease of $22.2 million was driven primarily by lower travel, entertainment and marketing costs of $9.0 million, $6.6 million of lower variable costs related to decreased volumes, and $4.4 million of favorable impacts from movements in average currency exchange rates.

Transaction-related income

No transaction-related expenses were incurred during the three months ended June 27, 2020. Net transaction-related income of $0.7 million was recognized during the prior year period, related primarily to the release of an accrual from a prior period acquisition.

Transaction-related income for the six months ended June 27, 2020 was $0.2 million compared with net income of $0.3 million for the prior year period. The amounts in both periods related primarily to terminated or prior period acquisition activity.

Restructuring expenses

As described further under “Business Trends” above, we have accelerated and expanded upon our previously announced restructuring program, which is primarily intended to optimize our manufacturing and distribution footprint over the mid-term by removing structural fixed costs, and, to a lesser degree, to streamline our SG&A back-office functions.

Restructuring expenses of $22.3 million and $24.2 million were recognized during the three and six months ended June 27, 2020, relating primarily to the June 2020 announcement of plans to close a manufacturing facility in Korea, the closure of two North American manufacturing facilities and reductions in workforce, primarily in the U.S., Mexico and Greater China. The closure of the Korean facility, the most significant restructuring activity during the period, resulted in an accrual for severance costs of $12.8 million, an impairment of inventory of $1.4 million (recognized in cost of sales) and an impairment of fixed assets of $3.6 million, included in the asset impairments line in the unaudited condensed consolidated statement of operations.

Restructuring expenses of $0.6 million and $3.9 million were recognized during the prior year three and six month periods, respectively, related primarily to the closure of one of our facilities in France and a strategic restructuring of part of our Asian business.

Interest expense

Our interest expense was as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Debt:
Dollar Term Loan	$	16.3	$	21.2	$	35.1	$	41.9
Euro Term Loan	5.7		5.5		11.4		11.1
Dollar Senior Notes	8.8		8.4		17.6		17.0

Other loans	0.1		0.3		0.1		0.3
	30.9		35.4		64.2		70.3
Amortization of deferred issuance costs	2.5		3.0		4.9		5.5
Other interest expense	0.9		0.8		1.9		1.5
	$	34.3	$	39.2	$	71.0	$	77.3

Details of our long-term debt are presented in note 12 to the condensed consolidated financial statements included elsewhere in this report. Interest on debt for the three and six months ended June 27, 2020 decreased when compared with the equivalent prior year period due primarily to the lower interest rates applicable on the floating rate Dollar Term Loan.

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Other income

Our other income was as follows:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Interest income on bank deposits	$	(0.7)	$	(1.1)	$	(2.7)	$	(2.2)
Foreign currency (gain) loss on net debt and hedging instruments	(2.2)		0.3		(1.9)		(0.6)

Net adjustments related to post-retirement benefits	(0.7)		(0.6)		(1.2)		(1.9)
Other	(0.1)		(0.1)		—		(0.1)
	$	(3.7)	$	(1.5)	$	(5.8)	$	(4.8)

Other income for the three and six months ended June 27, 2020 was $3.7 million and $5.8 million, compared with $1.5 million and $4.8 million, respectively, in the prior year periods. These changes were driven primarily by net movements in foreign currency exchange rates on net debt and hedging instruments, in addition to, in the six months ended June 29, 2019, a $0.7 million settlement gain recognized in relation to the closure of one of our facilities in France.

Income tax expense

The increase in the effective tax rate for the six months ended June 27, 2020 compared with the prior year period was due primarily to the recognition in the prior year of a discrete benefit of $610.6 million related to the release of valuation allowances, mainly related to Luxembourg net operating losses, partially offset by a discrete expense of $65.1 million related to unrecognized tax benefits resulting primarily from the European business reorganization, and by a discrete tax expense of $25.3 million related to the reduction in the Luxembourg corporate tax rate. The current year rate is driven mainly by discrete tax benefits of $24.7 million, related to the reversal of unrecognized tax benefits, net of settlement amounts, arising from the resolution of audits in Canada and Germany and $3.2 million from law changes in India with respect to the taxation of dividends. These current period benefits were offset partially by $6.3 million of discrete expenses arising from the enactment in the U.S. of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). In addition, during the six months ended June 27, 2020, we incurred $18.5 million of non-operating costs for which no tax benefit was recognized, whereas there were no similar costs incurred in the prior year period.

Deferred Tax Assets and Liabilities

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Our framework for assessing the recoverability of deferred tax assets requires us to weigh all available evidence, including:

•taxable income in prior carry back years if carry back is permitted under the relevant tax law;

•future reversal of existing temporary differences;

•tax-planning strategies that are prudent and feasible; and

•future taxable income exclusive of reversing temporary differences and carryforwards.

Significant Events

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 27, 2020 was $83.2 million, a decrease of 49.7% or $82.2 million, compared with the prior year period Adjusted EBITDA of $165.4 million. The Adjusted EBITDA margin was 14.4% for the three months ended June 27, 2020, a 600 basis point decrease from the prior year period margin of 20.4%. The decrease in Adjusted EBITDA was driven primarily by a $86.1 million impact from reduced volumes as described above.

Adjusted EBITDA for the six months ended June 27, 2020 was $204.0 million, a decrease of 38.3% or $126.9 million, compared with Adjusted EBITDA of $330.9 million for the prior year period. Adjusted EBITDA margin was 15.9% for the six months ended June 27, 2020, a 460 basis point decrease from the prior year period margin of 20.5%. Similar to the quarter, the decrease in Adjusted EBITDA was driven primarily by the impact from reduced volumes.

For a reconciliation of net income to Adjusted EBITDA for each of the periods presented and the calculation of the Adjusted EBITDA margin, see “—Non-GAAP Measures.”

Analysis by Operating Segment

Power Transmission (64.2% and 63.0%, respectively, of Gates’ net sales for the three and six months ended June 27, 2020)


	Three months ended
(dollars in millions)	June 27, 2020			June 29, 2019			Period over period change
Net sales	$	370.0		$	501.5		(26.2	%)
Adjusted EBITDA	$	57.7		$	105.6		(45.4	%)
Adjusted EBITDA margin	15.6		%	21.1		%

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	Six months ended
(dollars in millions)	June 27, 2020			June 29, 2019			Period over period change
Net sales	$	811.2		$	1,001.0		(19.0	%)
Adjusted EBITDA	$	137.2		$	215.5		(36.3	%)
Adjusted EBITDA margin	16.9		%	21.5		%

Net sales in Power Transmission for the three months ended June 27, 2020 were $370.0 million, a decrease of 26.2%, or $131.5 million, when compared with prior year period net sales of $501.5 million. Excluding the adverse impact of movements in average currency exchange rates of $12.4 million, core sales decreased by 23.7%, or $119.1 million, compared with the prior year period, driven almost exclusively by lower volumes.

Net sales in Power Transmission for the six months ended June 27, 2020 were $811.2 million, a decrease of 19.0%, or $189.8 million, when compared with the prior year period net sales of $1,001.0 million. Excluding the adverse impact of movements in average currency exchange rates of $21.9 million, core sales decreased by 16.8%, or $167.9 million, compared with the prior year period, driven almost exclusively by lower volumes.

Power Transmission’s core sales declines in both the three and six months ended June 27, 2020 were driven by lower sales to customers across all of our channels as a result of a combination of weak demand and widespread shutdowns resulting from measures taken in response to the COVID-19 pandemic. In particular, sales to customers in the automotive channels declined significantly, driven by weakness in North America and EMEA. Greater China provided modest growth in the three months ended June 27, 2020 compared with the prior year period, primarily from sales to our industrial customers, while the automotive end market in Greater China also improved sequentially by 20.2% compared with the first quarter of 2020.

Our Power Transmission Adjusted EBITDA for the three months ended June 27, 2020 was $57.7 million, a decrease of 45.4% or $47.9 million, compared with prior year period Adjusted EBITDA of $105.6 million. The decrease in Adjusted EBITDA was driven primarily by lower volumes of $49.9 million. Adjusted EBITDA margin for the three months ended June 27, 2020 was 15.6%, a 550 basis point decline from the prior year period Adjusted EBITDA margin of 21.1%, driven by the lower volumes and the resulting lower fixed cost absorption.

Our Power Transmission Adjusted EBITDA for the six months ended June 27, 2020 was $137.2 million, a decrease of 36.3% or $78.3 million, compared with the prior year period Adjusted EBITDA of $215.5 million. Adjusted EBITDA margin for the six months ended June 27, 2020 was 16.9%, a 460 basis point decline from the prior year period Adjusted EBITDA margin of 21.5%. Similar to the quarter, these decreases compared with the prior year periods were driven by lower volumes and the resulting lower fixed cost absorption.

Fluid Power (35.8% and 37.0%, respectively, of Gates’ net sales for the three and six months ended June 27, 2020)


	Three months ended
(dollars in millions)	June 27, 2020			June 29, 2019			Period over period change
Net sales	$	206.5		$	308.4		(33.0	%)
Adjusted EBITDA	$	25.5		$	59.8		(57.4	%)
Adjusted EBITDA margin	12.3		%	19.4		%


	Six months ended
(dollars in millions)	June 27, 2020			June 29, 2019			Period over period change
Net sales	$	475.4		$	613.8		(22.5	%)
Adjusted EBITDA	$	66.8		$	115.4		(42.1	%)
Adjusted EBITDA margin	14.1		%	18.8		%

Net sales in Fluid Power for the three months ended June 27, 2020 were $206.5 million, a decrease of 33.0%, or $101.9 million, compared with net sales during the prior year period of $308.4 million. Excluding the adverse impact of movements in average currency exchange rates of $7.4 million, core sales decreased by 30.6%, or $94.5 million, compared with the prior year period, driven almost exclusively by lower volumes.

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Net sales in Fluid Power for the six months ended June 27, 2020 were $475.4 million, a decrease of 22.5%, or $138.4 million, compared with net sales during the prior year period of $613.8 million. Excluding the adverse impact of movements in average currency exchange rates of $11.6 million, core sales decreased by 20.7%, or $126.8 million, compared with the prior year period, driven almost exclusively by lower volumes.

The core sales decline in the three and six months ended June 27, 2020 was driven primarily by lower sales to our industrial customers, across all regions, except for Greater China, which grew in total by 6.8% during the three months ended June 27, 2020 compared with the prior year period. The combination of weak demand and widespread shutdowns resulting from measures taken in response to the COVID-19 pandemic impacted all of our end markets, but particularly construction, which declined during the three and six months ended June 27, 2020 by 41.4% and 27.9%, respectively, compared with the prior year periods.

Adjusted EBITDA for the three months ended June 27, 2020 was $25.5 million, a decrease of 57.4%, or $34.3 million, compared with the prior year period Adjusted EBITDA of $59.8 million. The decrease in Adjusted EBITDA was driven primarily by lower volumes of $36.2 million. The Adjusted EBITDA margin decreased by 710 basis points, driven by the lower volumes and the resulting lower fixed cost absorption.

Adjusted EBITDA for the six months ended June 27, 2020 was $66.8 million, a decrease of 42.1%, or $48.6 million, compared with the prior year period Adjusted EBITDA of $115.4 million. The Adjusted EBITDA margin decreased by 470 basis points. Similar to the quarter, these decreases compared with the prior year periods were driven by lower volumes and the resulting lower fixed cost absorption.

Liquidity and Capital Resources

Treasury Responsibilities and Philosophy

Our primary liquidity and capital resource needs are for working capital, debt service requirements, capital expenditures, facility expansions and acquisitions. We expect to finance our future cash requirements with cash on hand, cash flows from operations and, where necessary, borrowings under our revolving credit facilities. We have historically relied on our cash flow from operations and various debt and equity financings for liquidity.

From time to time, we enter into currency derivative contracts to manage currency transaction exposures. Similarly from time to time, we may enter into interest rate derivatives to maintain the desired mix of floating and fixed rate debt.

As market conditions warrant, we and our majority equity holders, Blackstone and its affiliates, may from time to time, seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any such purchases may be funded by existing cash or by incurring new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may relate to a substantial amount of a particular tranche of debt, with a corresponding reduction, where relevant, in the trading liquidity of that debt. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which may be material, and result in related adverse tax consequences to us.

It is our policy to retain sufficient liquidity throughout the capital expenditure cycle to maintain our financial flexibility. While we have seen a decline in our business in the first half of 2020, and the duration and extent of the impacts of the COVID-19 pandemic on our business are difficult to predict, we do not currently anticipate any material long-term deterioration in our overall liquidity position in the foreseeable future. Further, we do not have any meaningful debt maturities until 2024 and we do not currently expect to need to draw down under our committed lines of credit in the foreseeable future. We therefore believe that as of June 27, 2020, we have adequate liquidity and capital resources for the next twelve months.

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Cash Flow

Six months ended June 27, 2020 compared with the six months ended June 29, 2019

Cash provided by operations was $71.6 million during the six months ended June 27, 2020 compared with cash provided by operations of $63.8 million during the prior year period. This increase was driven primarily by lower cash interest and tax payments, offset partially by lower operating performance due to the current demand environment. Interest paid was lower at $48.5 million during the six months ended June 27, 2020, compared with $80.0 million in the prior year period, due primarily to the timing of quarterly interest payments on the term loans as well as the absence of the usual biannual January interest payment on the Dollar Senior Notes as a result of the refinancing completed in November 2019. Net income taxes paid were also lower, with $16.6 million paid during the six months ended June 27, 2020 compared with $61.9 million in the prior year period, largely a function of refunds received and lower interim tax payments based on the decrease in taxable profits.

Net cash used in investing activities during the six months ended June 27, 2020 was $37.1 million, compared with $47.5 million in the prior year. This decrease was driven by lower capital expenditures, which decreased by $14.5 million from $42.1 million in the six months ended June 29, 2019 to $27.6 million in the six months ended June 27, 2020.

Net cash used in financing activities was $18.9 million during the six months ended June 27, 2020, compared with $31.3 million in the prior year. This decrease was driven primarily by an additional quarterly amortization payment on our term loans in the prior year period due to the timing of our fiscal year end. In addition, dividend payments of $15.0 million were made to non-controlling shareholders of certain majority-owned subsidiaries in the prior year period, compared with $9.9 million in the current period.

Indebtedness

Our long-term debt, consisting principally of two term loans and U.S. dollar denominated unsecured notes, was as follows:


	Carrying amount						Principal amount
(dollars in millions)	As of June 27,2020		As of December 28, 2019		As of June 27,2020		As of December 28, 2019
Debt:
—Secured
Term Loans (U.S. dollar and Euro denominated)	$	2,388.8	$	2,395.0	$	2,407.1	$	2,416.8
—Unsecured
Senior Notes (U.S. dollar)	581.4		563.2		568.0		568.0
Other debt	0.2		0.2		0.2		0.2
	$	2,970.4	$	2,958.4	$	2,975.3	$	2,985.0

Details of our long-term debt are presented in note 12 to the condensed consolidated financial statements included elsewhere in this quarterly report.

Dollar and Euro Term Loans

Our secured credit facilities include a Dollar Term Loan credit facility and a Euro Term Loan credit facility that were drawn on July 3, 2014. These facilities mature on March 31, 2024. These term loan facilities bear interest at a floating rate. As of June 27, 2020, borrowings under the Dollar Term Loan facility, which currently bears interest at LIBOR, subject to a floor of 1.00%, plus a margin of 2.75%, bore interest at a rate of 3.75% per annum. The Dollar Term Loan interest rate is re-set on the last business day of each month. As of June 27, 2020, the Euro Term Loan bore interest at EURIBOR, which is currently below 0%, subject to a floor of 0%, plus a margin of 3.00%. The Euro Term Loan interest rate is re-set on the last business day of each quarter.

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	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
(Loss) gain recognized in statement of operations	$	(6.9)	$	(8.1)	$	(2.0)	$	5.3
Loss recognized in OCI	(2.1)		(1.4)		(0.6)		(0.7)
Total (loss) gain	$	(9.0)	$	(9.5)	$	(2.6)	$	4.6

Our Term Loans, which mature after 2021, use LIBOR as a benchmark for establishing the rate of interest. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform and is not expected to be maintained after 2021. The transition to alternatives to LIBOR could be modestly disruptive to credit markets, and while we don't believe that the impact would be material to us, we do not yet have insight into what those impacts might be.

Unsecured Senior Notes

As of December 28, 2019, we had $568.0 million of 6.25% Dollar Senior Notes outstanding that were issued in November 2019. These notes are scheduled to mature on January 15, 2026 and bear interest at an annual fixed rate of 6.25% with semi-annual interest payments.

On and after January 15, 2022, we may redeem the 6.25% Dollar Senior Notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest to the redemption date:


	Redemption Price
During the year commencing:
—2023	103.125	%
—2024	101.563	%
—2025 and thereafter	100.000	%

Revolving Credit Facility

As of both June 27, 2020 and December 28, 2019, there were no drawings for cash under the revolving credit facility and there were no letters of credit outstanding.

Asset-Backed Revolver

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Non-guarantor subsidiaries

The majority of the Company’s U.S. subsidiaries are guarantors of the senior secured credit facilities.

For the twelve months ended June 27, 2020, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 70% of our net sales and 64% of our EBITDA as defined in the financial covenants attaching to the senior secured credit facilities. As of June 27, 2020, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 52% of our total assets and approximately 20% of our total liabilities.

Net Debt

Net debt is a non-GAAP measure representing the principal amount of our debt less the carrying amount of cash and cash equivalents. During the six months ended June 27, 2020, our net debt decreased by $14.1 million from $2,349.7 million as of December 28, 2019 to $2,335.6 million as of June 27, 2020. This was due to movements in foreign currency exchange rates, which had a favorable net impact of $14.1 million on net debt during the six months ended June 27, 2020, with the majority of the movement relating to the impact of the weakening of the Euro against the U.S. dollar on our Euro-denominated debt.

Borrowing Headroom

As of June 27, 2020, our asset-backed revolving credit facility had a borrowing base of $277.1 million, being the maximum amount we can draw down based on the current value of the secured assets. The facility was undrawn for cash, but there were letters of credit outstanding against the facility amounting to $46.8 million. We also have a secured revolving credit facility that provides for multi-currency revolving loans up to an aggregate principal amount of $185.0 million.

In total, our committed borrowing headroom was $415.3 million, in addition to cash balances of $639.7 million.

Non-GAAP Measures

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP measure that represents net income or loss for the period before the impact of income taxes, net interest and other expenses, depreciation and amortization. EBITDA is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).

Management uses Adjusted EBITDA as its key profitability measure. This is a non-GAAP measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. We use Adjusted EBITDA as our measure of segment profitability to assess the performance of our businesses, and it is used for total Gates as well because we believe it is important to consider our profitability on a basis that is consistent with that of our operating segments, as well as that of our peer companies with a similar leveraged, private equity ownership history. We believe that Adjusted EBITDA should, therefore, be made available to securities analysts, investors and other interested parties to assist in their assessment of the performance of our businesses.

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During the periods presented, the items excluded from EBITDA in computing Adjusted EBITDA primarily included:

•the non-cash charges in relation to share-based compensation;

•transaction-related expenses incurred in relation to business combinations and major corporate transactions, including acquisition integration activities;

•impairments, comprising impairments of goodwill and significant impairments or write downs of other assets;

•restructuring expenses, including severance-related expenses;

•the net gain or loss on disposals and on the exit of businesses; and

•fees paid to our private equity sponsor for monitoring, advisory and consulting services.

Differences exist among our businesses and from period to period in the extent to which their respective employees receive share-based compensation or a charge for such compensation is recognized. We therefore exclude from Adjusted EBITDA the non-cash charges in relation to share-based compensation in order to assess the relative performance of our businesses.

We exclude from Adjusted EBITDA acquisition-related costs that are required to be expensed in accordance with U.S. GAAP. In particular, we exclude the effect on cost of sales of the uplift to the carrying amount of inventory held by entities acquired by Gates. We also exclude costs associated with major corporate transactions because we do not believe that they relate to our performance. Other items are excluded from Adjusted EBITDA because they are individually or collectively significant items that are not considered to be representative of the performance of our businesses. During the periods presented, we excluded restructuring expenses and severance-related expenses that reflect specific, strategic actions taken by management to shutdown, downsize, or otherwise fundamentally reorganize areas of Gates’ business; the net gain or loss on disposals of assets other than in the ordinary course of operations and gains and losses incurred in relation to non-Gates businesses disposed of in prior periods; significant impairments of intangibles and of other assets, representing the excess of their carrying amounts over the amounts that are expected to be recovered from them in the future; and fees paid to our private equity sponsor.

EBITDA and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used in conjunction with, not as substitutes for, profit or loss for the period. Management compensates for these limitations by separately monitoring net income from continuing operations for the period.

The following table reconciles net income from continuing operations, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:


	Three months ended						Six months ended
(dollars in millions)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net (loss) income from continuing operations	$	(27.8)	$	26.7	$	12.1	$	631.8
Income tax expense (benefit)	0.6		37.5		(15.5)		(502.2)
Net interest and other expenses	30.6		37.7		65.2		72.5
Depreciation and amortization	54.7		56.2		109.6		112.3
EBITDA	58.1		158.1		171.4		314.4
Transaction-related income	—		(0.7)		(0.2)		(0.3)
Asset impairments	3.7		—		3.7		—
Restructuring expenses	17.2		0.3		19.1		3.6

Share-based compensation expense	5.7		3.8		8.6		6.4
Sponsor fees (included in other operating expenses)	—		2.0		1.7		3.8

Inventory impairments (included in cost of sales)	1.4		0.3		1.4		0.3

Severance expenses (included in cost of sales)	0.5		0.5		0.6		0.5
Severance expenses (included in SG&A)	0.3		1.4		0.8		1.2
Other items not directly related to current operations	(3.7)		(0.3)		(3.1)		1.0
Adjusted EBITDA	$	83.2	$	165.4	$	204.0	$	330.9

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Adjusted EBITDA Margin

Adjusted EBITDA margin is a non-GAAP measure that represents Adjusted EBITDA expressed as a percentage of net sales. We use Adjusted EBITDA margin to measure the success of our businesses in managing our cost base and improving profitability.


	Three months ended									Six months ended
(dollars in millions)	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Net sales	$	576.5		$	809.9		$	1,286.6		$	1,614.8
Adjusted EBITDA	$	83.2		$	165.4		$	204.0		$	330.9
Adjusted EBITDA margin	14.4		%	20.4		%	15.9		%	20.5		%

Core growth reconciliations

Core revenue growth is a non-GAAP measure that represents net sales for the period excluding the impacts of movements in average currency exchange rates and the first-year impacts of acquisitions and disposals, when applicable. We present core growth because it allows for a meaningful comparison of year-over-year performance without the volatility caused by foreign currency gains or losses or the incomparability that would be caused by impacts of acquisitions or disposals. Management believes that this measure is therefore useful for securities analysts, investors and other interested parties to assist in their assessment of the operating performance of our businesses. The closest GAAP measure is net sales.


	Three months ended June 27, 2020
(dollars in millions)	Power Transmission			Fluid Power			Total
Net sales for the three months ended June 27, 2020	$	370.0		$	206.5		$	576.5
Impact on net sales of movements in currency rates	12.4			7.4			19.8

Core revenue for the three months ended June 27, 2020	$	382.4		$	213.9		$	596.3

Net sales for the three months ended June 29, 2019	501.5			308.4			809.9
Decrease in net sales on a core basis (core revenue)	$	(119.1)		$	(94.5)		$	(213.6)

Core revenue growth	(23.7		%)	(30.6		%)	(26.4		%)


	Six months ended June 27, 2020
(dollars in millions)	Power Transmission			Fluid Power			Total
Net sales for the six months ended June 27, 2020	$	811.2		$	475.4		$	1,286.6
Impact on net sales of movements in currency rates	21.9			11.6			33.5

Core revenue for the six months ended June 27, 2020	$	833.1		$	487.0		$	1,320.1

Net sales for the six months ended June 29, 2019	1,001.0			613.8			1,614.8
Decrease in net sales on a core basis (core revenue)	$	(167.9)		$	(126.8)		$	(294.7)

Core revenue growth	(16.8		%)	(20.7		%)	(18.2		%)

Net Debt

Management uses net debt, rather than the narrower measure of cash and cash equivalents and restricted cash which forms the basis for the condensed consolidated statement of cash flows, as a measure of our liquidity and in assessing the strength of our balance sheet.

Management analyzes the key cash flow items driving the movement in net debt to better understand and assess Gates’ cash performance and utilization in order to maximize the efficiency with which resources are allocated. The analysis of cash movements in net debt also allows management to more clearly identify the level of cash generated from operations that remains available for distribution after servicing our debt and post-employment benefit obligations and after the cash impacts of acquisitions and disposals.

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Net debt represents the net total of:

• the principal amount of our debt; and

• the carrying amount of cash and cash equivalents.

Net debt was as follows:


(dollars in millions)	As of June 27,2020		As of December 28, 2019
Principal amount of debt	$	2,975.3	$	2,985.0
Less: Cash and cash equivalents	(639.7)		(635.3)
Net debt	$	2,335.6	$	2,349.7

The principal amount of debt is reconciled to the carrying amount of debt as follows:


(dollars in millions)	As of June 27,2020		As of December 28, 2019
Principal amount of debt	$	2,975.3	$	2,985.0
Accrued interest	32.6		15.2
Deferred issuance costs	(37.5)		(41.8)
Carrying amount of debt	$	2,970.4	$	2,958.4

Adjusted EBITDA adjustments for ratio calculation purposes

The financial maintenance ratio in our revolving credit agreement and other ratios related to incurrence-based covenants (measured only upon the taking of certain actions, including the incurrence of additional indebtedness) under our revolving credit facility, our term loan facility and the indenture governing our outstanding notes are calculated in part based on financial measures similar to Adjusted EBITDA as presented elsewhere in this report, which financial measures are determined at the Gates Global LLC level and adjust for certain additional items such as severance costs, the pro forma impacts of acquisitions and the pro forma impacts of cost-saving initiatives. These additional adjustments during the last 12 months, as calculated pursuant to such agreements, resulted in a net benefit to Adjusted EBITDA for ratio calculation purposes of $17.9 million.

Gates Industrial Corporation plc is not an obligor under our revolving credit facility, our term loan facility or the indenture governing our outstanding notes. Gates Global LLC, an indirect subsidiary of Gates Industrial Corporation plc, is the borrower under our revolving credit facility and our term loan facility and the issuer of our outstanding notes. The only significant difference between the results of operations and net assets that would be shown in the consolidated financial statements of Gates Global LLC and those for the Company that are included elsewhere in this report is a receivable of $0.9 million and $9.2 million as of June 27, 2020 and December 28, 2019, respectively, due to Gates Global LLC and its subsidiaries from indirect parent entities of Gates Global LLC and additional cash and cash equivalents held by the Company of $3.4 million and $2.0 million as of June 27, 2020 and December 28, 2019, respectively.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

Our market risk includes the potential loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices, and the credit risk of our customers and third party depository institutions that hold our cash and short term deposits. From time to time, we use derivative financial instruments, principally foreign currency swaps, forward foreign currency contracts, interest rate caps (options), and interest rate swaps to reduce our exposure to foreign currency risk and interest rate risk. We do not hold or issue derivatives for speculative purposes and monitor closely the credit quality of the institutions with which we transact. Our objective in managing these risks is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates and interest rate movements. For a discussion of quantitative and qualitative disclosures about market risk, please refer to our annual report from which our exposure to market risk has not materially changed.

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Item 4: Controls and Procedures

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that, as of June 27, 2020, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1: Legal Proceedings

Information regarding legal proceedings is incorporated into this Part II, Item 1 from note 18 of the notes to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A: Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2020, and in Item 1A “Risk Factors” in Part I of the Company’s annual report, which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in these filings are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the reports described above.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Purchases of Equity Securities by Affiliated Purchasers⁽¹⁾
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs⁽²⁾	Maximum number of shares that may yet be purchased under the plans or programs
3/29/2020 - 4/30/2020	—	$	—	N/A	N/A
5/1/2020 - 5/31/2020	603,000	$	8.97	N/A	N/A
6/1/2020 - 6/27/2020	—	$	—	N/A	N/A
Total	603,000	$	8.97	N/A	N/A

⁽¹⁾The table reflects open market purchases of our common stock by Omaha Aggregator (Cayman) L.P. (“Omaha”), an entity affiliated with Blackstone, and is based upon Omaha’s filings with the SEC. Under Exchange Act Rule 10b-18, Omaha may be deemed to be an “affiliated purchaser” because it may be considered to be under common control with us. We did not repurchase any shares of our common stock during the periods reflected in the table.

⁽²⁾No purchases reflected in the table were made pursuant to a publicly announced plan or program.

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Item 6: Exhibits


Exhibit No.			Description
3.1			Certificate of Incorporation of Gates Industrial Corporation plc (incorporated by reference from Exhibit 3.1 to the registrant’s Amendment No. 1 to its Registration Statement on Form S-1, filed on January 8, 2018 (File No. 333-222310))
3.2			Articles of Association of Gates Industrial Corporation plc, effective October 7, 2019
31.1			Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2			Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1			Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101			The following financial information from Gates Industrial Corporation’s Quarterly Report on Form 10-Q for the three and six months ended June 27, 2020, formatted in inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2020 and June 29, 2019, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 27, 2020 and June 29, 2019, (iii) Condensed Consolidated Balance Sheets as of June 27, 2020 and December 28, 2019, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 27, 2020 and June 29, 2019, (v) Condensed Consolidated Statements of Shareholders’ Equity, and (vi) Notes to the Condensed Consolidated Financial Statements*
104			Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

* Filed herewith.

** Furnished herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GATES INDUSTRIAL CORPORATION PLC
(Registrant)

By:

/s/ L. Brooks Mallard

Name:

L. Brooks Mallard

Title:

Chief Financial Officer

(Principal Financial Officer)

Date: August 5, 2020