Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 29, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 29, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38366 | |
Entity Registrant Name | Gates Industrial Corporation plc | |
Entity Incorporation, Country Code | X0 | |
Entity Tax Identification Number | 98-1395184 | |
Entity Address, Street Address | 1144 Fifteenth Street | |
Entity Address, City | Denver | |
Entity Address, State | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 744-1911 | |
Title of each class | Ordinary Shares, $0.01 par value per share | |
Trading Symbol(s) | GTES | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 261,612,701 | |
Entity Central Index Key | 0001718512 | |
Current Fiscal Year End Date | --12-28 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 885.5 | $ 936.3 | $ 1,748.1 | $ 1,834 |
Cost of sales | 528.1 | 583.6 | 1,060.7 | 1,156.2 |
Gross profit | 357.4 | 352.7 | 687.4 | 677.8 |
Selling, general and administrative expenses | 218.3 | 220.7 | 430 | 452.8 |
Transaction-related expenses | 1.2 | 0.6 | 1.6 | 0.8 |
Restructuring expenses | 1.6 | 2.2 | 2.8 | 7.7 |
Other operating expenses | 0.1 | 0.1 | 0.1 | 0.1 |
Operating income from continuing operations | 136.2 | 129.1 | 252.9 | 216.4 |
Interest expense | 49.1 | 44.5 | 86.6 | 85.3 |
Other (income) expenses | (3.1) | 3.7 | (4.6) | 4 |
Income from continuing operations before taxes | 90.2 | 80.9 | 170.9 | 127.1 |
Income tax expense | 12.3 | 9.6 | 46.8 | 24.9 |
Net income from continuing operations | 77.9 | 71.3 | 124.1 | 102.2 |
Loss on disposal of discontinued operations, net of tax, respectively, of $0, $0, $0 and $0 | 0.3 | 0.1 | 0.4 | 0.4 |
Net income | 77.6 | 71.2 | 123.7 | 101.8 |
Less: non-controlling interests | 6.9 | 6.3 | 13 | 10.5 |
Net income attributable to shareholders | $ 70.7 | $ 64.9 | $ 110.7 | $ 91.3 |
Basic | ||||
Earnings per share from continuing operations (in usd per share) | $ 0.27 | $ 0.24 | $ 0.42 | $ 0.33 |
Earnings per share from discontinued operations (in usd per share) | 0 | 0 | 0 | 0 |
Earnings per share (in usd per share) | 0.27 | 0.24 | 0.42 | 0.33 |
Diluted | ||||
Earnings per share from continuing operations (in usd per share) | 0.26 | 0.23 | 0.41 | 0.32 |
Earnings per share from discontinued operations (in usd per share) | 0 | 0 | 0 | 0 |
Earnings per share (in usd per share) | $ 0.26 | $ 0.23 | $ 0.41 | $ 0.32 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Income Statement [Abstract] | ||||
Loss on disposal of discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Net income | $ 77.6 | $ 71.2 | $ 123.7 | $ 101.8 |
Foreign currency translation: | ||||
—Net translation (loss) gain on foreign operations, net of tax benefit (expense), respectively, of $0.2, $(0.2), $3.3 and $(2.2) | (91.2) | 0.2 | (160.6) | 82.3 |
—Gain (loss) on net investment hedges, net of tax (expense) benefit, respectively, of $(0.9), $2.1, $(3.9) and $3.8 | 6 | (7.8) | 22 | (18.3) |
Total foreign currency translation movements | (85.2) | (7.6) | (138.6) | 64 |
Cash flow hedges (interest rate derivatives): | ||||
— Gain arising in the period, net of tax expense, respectively, of $(1.0), $(5.9), $(4.4) and $(3.4) | 2.8 | 17.7 | 13 | 10.2 |
—Reclassification to net income, net of tax benefit, respectively, of $2.3, $1.0, $4.5 and $1.6 | (6.7) | (2.8) | (13.5) | (4.6) |
Total cash flow hedges movements | (3.9) | 14.9 | (0.5) | 5.6 |
Post-retirement benefits: | ||||
—Reclassification of prior year actuarial movements to net income, net of tax benefit, respectively, of $0.1, $0.2, $0.3 and $0.4 | (0.5) | (0.6) | (0.9) | (1.3) |
Total post-retirement benefits movements | (0.5) | (0.6) | (0.9) | (1.3) |
Other comprehensive (loss) income | (89.6) | 6.7 | (140) | 68.3 |
Comprehensive (loss) income for the period | (12) | 77.9 | (16.3) | 170.1 |
Comprehensive (loss) income attributable to shareholders: | ||||
Comprehensive (loss) income attributable to shareholders | (12.4) | 96 | (9.8) | 183.2 |
Comprehensive income (loss) attributable to non-controlling interests | 0.4 | (18.1) | (6.5) | (13.1) |
Comprehensive (loss) income for the period | (12) | 77.9 | (16.3) | 170.1 |
—(Loss) income arising from continuing operations | ||||
Comprehensive (loss) income attributable to shareholders: | ||||
Comprehensive (loss) income attributable to shareholders | (12.1) | 96.1 | (9.4) | 183.6 |
—Loss arising from discontinued operations | ||||
Comprehensive (loss) income attributable to shareholders: | ||||
Comprehensive (loss) income attributable to shareholders | $ (0.3) | $ (0.1) | $ (0.4) | $ (0.4) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Foreign currency translation: | ||||
Net translation (loss) gain on foreign operations, tax | $ 0.2 | $ (0.2) | $ 3.3 | $ (2.2) |
Gain (loss) on net investment hedges, tax | (0.9) | 2.1 | (3.9) | 3.8 |
Cash flow hedges (interest rate derivatives): | ||||
Gain arising in the period, tax expense | (1) | (5.9) | (4.4) | (3.4) |
Reclassification to net income, net of tax benefit | 2.3 | 1 | 4.5 | 1.6 |
Post-retirement benefits: | ||||
Reclassification of prior year actuarial movements to net income, net of tax benefit | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.4 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Current assets | ||
Cash and cash equivalents | $ 579.7 | $ 720.6 |
Trade accounts receivable, net | 807.5 | 768.2 |
Inventories | 696.5 | 647.2 |
Taxes receivable | 54.9 | 30.4 |
Prepaid expenses and other assets | 237.9 | 234.9 |
Total current assets | 2,376.5 | 2,401.3 |
Non-current assets | ||
Property, plant and equipment, net | 599.6 | 630 |
Goodwill | 1,966.5 | 2,038.7 |
Pension surplus | 8.3 | 8.6 |
Intangible assets, net | 1,309.4 | 1,386.1 |
Right-of-use assets | 127.7 | 120.1 |
Taxes receivable | 18.3 | 18.5 |
Deferred income taxes | 608.1 | 622.4 |
Other non-current assets | 20.4 | 28.8 |
Total assets | 7,034.8 | 7,254.5 |
Current liabilities | ||
Debt, current portion | 21.8 | 36.5 |
Trade accounts payable | 441.3 | 457.7 |
Taxes payable | 61.4 | 36.6 |
Accrued expenses and other current liabilities | 238.9 | 248.5 |
Total current liabilities | 763.4 | 779.3 |
Non-current liabilities | ||
Debt, less current portion | 2,310.3 | 2,415 |
Post-retirement benefit obligations | 79.1 | 83.8 |
Lease liabilities | 117.8 | 110.6 |
Taxes payable | 75.6 | 79.4 |
Deferred income taxes | 106.4 | 119.4 |
Other non-current liabilities | 87.9 | 123.1 |
Total liabilities | 3,540.5 | 3,710.6 |
Commitments and contingencies (Note 18) | ||
Shareholders’ equity | ||
—Shares, par value of $0.01 each - authorized shares: 3,000,000,000; outstanding shares: 261,601,984 (December 30, 2023: authorized shares: 3,000,000,000; outstanding shares: 264,259,788) | 2.6 | 2.6 |
—Additional paid-in capital | 2,600.9 | 2,583.8 |
—Accumulated other comprehensive loss | (949) | (828.5) |
—Retained earnings | 1,522.5 | 1,462.3 |
Total shareholders’ equity | 3,177 | 3,220.2 |
Non-controlling interests | 317.3 | 323.7 |
Total equity | 3,494.3 | 3,543.9 |
Total liabilities and equity | $ 7,034.8 | $ 7,254.5 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 29, 2024 | Dec. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Par value (in usd per share) | $ 0.01 | $ 0.01 |
Authorized shares (in shares) | 3,000,000,000 | 3,000,000,000 |
Outstanding shares ( in shares) | 261,601,984 | 264,259,788 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Cash flows from operating activities | ||
Net income | $ 123.7 | $ 101.8 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 109.1 | 108.5 |
Foreign exchange and other non-cash financing (income) expenses | (11.9) | 20.5 |
Share-based compensation expense | 13.8 | 16.3 |
Decrease in post-employment benefit obligations, net | (4.2) | (5.1) |
Deferred income taxes | (13.2) | (22.3) |
Gain on disposal of property, plant and equipment | (7.2) | (0.1) |
Other operating activities | (1.2) | 3.6 |
Changes in operating assets and liabilities: | ||
—Accounts receivable | (56.9) | (66.8) |
—Inventories | (66) | 23 |
—Accounts payable | (3.2) | (2.1) |
—Prepaid expenses and other assets | 13.6 | 7.6 |
—Taxes payable | (1.4) | (0.8) |
—Other liabilities | (22.2) | (0.2) |
Net cash provided by operating activities | 72.8 | 183.9 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (37.9) | (24.4) |
Purchases of intangible assets | (7.4) | (5.4) |
Purchases of investments | (11.2) | 0 |
Cash paid under company-owned life insurance policies | (4.1) | (17) |
Cash received under company-owned life insurance policies | 10 | 5.3 |
Proceeds from the sale of property, plant and equipment | 10.5 | 0.4 |
Net cash used in investing activities | (40.1) | (41.1) |
Cash flows from financing activities | ||
Issuance of shares | 7.1 | 16.7 |
Repurchase of shares | (50.3) | (251.7) |
Proceeds from long-term debt | 1,800 | 100 |
Payments of long-term debt | (1,907) | (9.8) |
Debt issuance costs paid | (17.7) | (0.3) |
Other financing activities | 10.3 | (15.3) |
Net cash used in financing activities | (157.6) | (160.4) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (16.2) | 4.4 |
Net decrease in cash and cash equivalents and restricted cash | (141.1) | (13.2) |
Cash and cash equivalents and restricted cash at the beginning of the period | 724 | 581.4 |
Cash and cash equivalents and restricted cash at the end of the period | 582.9 | 568.2 |
Supplemental schedule of cash flow information | ||
Interest paid | 86 | 76.6 |
Income taxes paid | 61.4 | 48 |
Accrued capital expenditures | $ 1.4 | $ 1.6 |
Unaudited Condensed Consolida_8
Unaudited Condensed Consolidated Statements of Shareholders’ Equity - USD ($) $ in Millions | Total | Total shareholders’ equity | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings | Non- controlling interests |
Beginning balance at Dec. 31, 2022 | $ 3,443.6 | $ 3,110 | $ 2.8 | $ 2,542.1 | $ (917.8) | $ 1,482.9 | $ 333.6 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 101.8 | 91.3 | 91.3 | 10.5 | |||
Other comprehensive income (loss) | 68.3 | 91.9 | 91.9 | (23.6) | |||
Total comprehensive (loss) income | 170.1 | 183.2 | 0 | 0 | 91.9 | 91.3 | (13.1) |
—Issuance of shares | 17.4 | 17.4 | 17.4 | ||||
—Shares withheld for employee taxes | (1.7) | (1.7) | (1.7) | ||||
—Buy-back and cancellation of shares | (253.8) | (253.8) | (0.2) | (253.6) | |||
—Share-based compensation | 15.4 | 15.3 | 15.3 | 0.1 | |||
Ending balance at Jul. 01, 2023 | 3,391 | 3,070.4 | 2.6 | 2,573.1 | (825.9) | 1,320.6 | 320.6 |
Beginning balance at Apr. 01, 2023 | 3,553.6 | 3,215 | 2.8 | 2,559.9 | (857) | 1,509.3 | 338.6 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 71.2 | 64.9 | 64.9 | 6.3 | |||
Other comprehensive income (loss) | 6.7 | 31.1 | 31.1 | (24.4) | |||
Total comprehensive (loss) income | 77.9 | 96 | 0 | 0 | 31.1 | 64.9 | (18.1) |
—Issuance of shares | 6.1 | 6.1 | 6.1 | ||||
—Shares withheld for employee taxes | (0.1) | (0.1) | (0.1) | ||||
—Buy-back and cancellation of shares | (253.8) | (253.8) | (0.2) | (253.6) | |||
—Share-based compensation | 7.3 | 7.2 | 7.2 | 0.1 | |||
Ending balance at Jul. 01, 2023 | 3,391 | 3,070.4 | 2.6 | 2,573.1 | (825.9) | 1,320.6 | 320.6 |
Beginning balance at Dec. 30, 2023 | 3,543.9 | 3,220.2 | 2.6 | 2,583.8 | (828.5) | 1,462.3 | 323.7 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 123.7 | 110.7 | 110.7 | 13 | |||
Other comprehensive income (loss) | (140) | (120.5) | (120.5) | (19.5) | |||
Total comprehensive (loss) income | (16.3) | (9.8) | 0 | 0 | (120.5) | 110.7 | (6.5) |
—Issuance of shares | 7.1 | 7.1 | 7.1 | ||||
—Shares withheld for employee taxes | (2.4) | (2.4) | (2.4) | ||||
—Buy-back and cancellation of shares | (50.5) | (50.5) | (50.5) | ||||
—Share-based compensation | 12.5 | 12.4 | 12.4 | 0.1 | |||
Ending balance at Jun. 29, 2024 | 3,494.3 | 3,177 | 2.6 | 2,600.9 | (949) | 1,522.5 | 317.3 |
Beginning balance at Mar. 30, 2024 | 3,495.4 | 3,178.6 | 2.6 | 2,590.1 | (865.9) | 1,451.8 | 316.8 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 77.6 | 70.7 | 70.7 | 6.9 | |||
Other comprehensive income (loss) | (89.6) | (83.1) | (83.1) | (6.5) | |||
Total comprehensive (loss) income | (12) | (12.4) | 0 | 0 | (83.1) | 70.7 | 0.4 |
—Issuance of shares | 4.6 | 4.6 | 4.6 | ||||
—Share-based compensation | 6.3 | 6.2 | 6.2 | 0.1 | |||
Ending balance at Jun. 29, 2024 | $ 3,494.3 | $ 3,177 | $ 2.6 | $ 2,600.9 | $ (949) | $ 1,522.5 | $ 317.3 |
Introduction
Introduction | 6 Months Ended |
Jun. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction | Introduction A. Background Gates Industrial Corporation plc (the “Company”) is a public limited company that was registered in 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 sheets as of June 29, 2024 and December 30, 2023, 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 31, 2024 to June 29, 2024, with comparative information for the 91-day period from April 2, 2023 to July 1, 2023 and for the 182-day period from December 31, 2023 to June 29, 2024, with comparative information for the 182-day period from January 1, 2023 to July 1, 2023. 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 29, 2024 and the results of its operations and cash flows for the periods ended June 29, 2024 and July 1, 2023. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year. 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. Estimates and assumptions used are based on factors such as historical experience, observance of trends in the industries in which we operate and information available from our customers and other outside sources. These condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as Gates’ audited annual consolidated financial statements and related notes for the year ended December 30, 2023. The condensed consolidated balance sheet as of December 30, 2023 has been derived from those audited financial statements. During 2021, the Company implemented a program with an unrelated third party under which we may periodically sell trade accounts receivable from one of our aftermarket customers with whom we have extended payment terms as part of a commercial agreement. The purpose of using this program is to offset the working capital impact resulting from this terms extension. All eligible accounts receivable from this customer are covered by the program, and any factoring is solely at our option. Following the factoring of a qualifying receivable, because we maintain no continuing involvement in the underlying receivable, and collectability risk is fully transferred to the unrelated third party, we account for these transactions as a sale of a financial asset and derecognize the asset. Cash received under the program is classified as operating cash inflows in the consolidated statement of cash flows. As of June 29, 2024, the collection of $114.7 million of our trade accounts receivable had been accelerated under this program, compared to the accelerated collection of $112.4 million as of December 30, 2023. During the three and six months ended June 29, 2024, we incurred costs in respect of this program of $2.8 million and $6.0 million, respectively, which are recorded under other (income) expenses. During the three and six months ended July 1, 2023, we incurred costs in respect of this program of $1.6 million and $3.0 million, respectively. 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 30, 2023 included in the Company’s Annual Report on Form 10-K. The accounting policies used in preparing these condensed consolidated financial statements are the same as those applied in the prior year. |
Recent accounting pronouncement
Recent accounting pronouncements | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements • Accounting Standards Update (“ASU”) 2023-07 “ Segment Reporting ” (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued an ASU that expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025, with early adoption permitted. We are currently evaluating the impact the updated standard will have on our financial statement disclosures. • ASU 2023-09 “ Income Taxes ” (Topic 740): Improvements to Income Tax Disclosures |
Segment information
Segment information | 6 Months Ended |
Jun. 29, 2024 | |
Segment Reporting [Abstract] | |
Segment information | 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-based measure. 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. Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Power Transmission $ 541.9 $ 573.9 $ 1,074.7 $ 1,122.0 Fluid Power 343.6 362.4 673.4 712.0 Continuing operations $ 885.5 $ 936.3 $ 1,748.1 $ 1,834.0 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: Three months ended June 29, July 1, (dollars in millions) Power Transmission Fluid Power Power Transmission Fluid Power U.S. $ 143.9 $ 184.0 $ 155.6 $ 191.1 North America, excluding U.S. 62.3 53.3 56.5 55.9 United Kingdom (“U.K.”) 9.9 18.9 13.8 19.7 EMEA (1) , excluding U.K. 158.6 46.8 168.4 54.1 East Asia and India 66.6 19.9 70.7 20.2 Greater China 73.4 11.1 80.4 10.5 South America 27.2 9.6 28.5 10.9 Net sales $ 541.9 $ 343.6 $ 573.9 $ 362.4 Six months ended June 29, July 1, (dollars in millions) Power Transmission Fluid Power Power Transmission Fluid Power U.S. $ 284.9 $ 356.0 $ 300.4 $ 372.9 North America, excluding U.S. 125.4 103.8 111.3 107.7 U.K. 20.5 34.7 24.3 40.1 EMEA (1) , excluding U.K. 311.6 98.8 336.1 108.0 East Asia and India 135.2 39.8 144.7 40.0 Greater China 142.1 21.5 150.4 21.8 South America 55.0 18.8 54.8 21.5 Net sales $ 1,074.7 $ 673.4 $ 1,122.0 $ 712.0 (1) Europe, Middle East and Africa (“EMEA”). The following table summarizes our net sales into emerging and developed markets: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Developed $ 572.5 $ 632.9 $ 1,129.5 $ 1,214.1 Emerging 313.0 303.4 618.6 619.9 Net sales $ 885.5 $ 936.3 $ 1,748.1 $ 1,834.0 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. “EBITDA” represents net income from continuing operations for the period before net interest and other expense, income taxes, depreciation and amortization. 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: • non-cash charges in relation to share-based compensation; • transaction-related expenses incurred in relation to major corporate transactions, including the acquisition of businesses and related integration activities, and equity and debt transactions; • restructuring expenses, including severance-related expenses; • credit loss related to a customer bankruptcy; • cybersecurity incident expenses; and • inventory adjustments related to certain inventories accounted for on a Last-in First-out (“LIFO”) basis. Adjusted EBITDA by segment was as follows: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Power Transmission $ 123.8 $ 119.0 $ 242.8 $ 226.7 Fluid Power 78.4 78.3 155.0 145.1 Continuing operations $ 202.2 $ 197.3 $ 397.8 $ 371.8 Reconciliation of net income from continuing operations to Adjusted EBITDA: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Net income from continuing operations $ 77.9 $ 71.3 $ 124.1 $ 102.2 Income tax expense 12.3 9.6 46.8 24.9 Income from continuing operations before taxes 90.2 80.9 170.9 127.1 Interest expense 49.1 44.5 86.6 85.3 Other (income) expenses (3.1) 3.7 (4.6) 4.0 Operating income from continuing operations 136.2 129.1 252.9 216.4 Depreciation and amortization 54.5 54.0 109.1 108.5 Transaction-related expenses (1) 1.2 0.6 1.6 0.8 Restructuring expenses 1.6 2.2 2.8 7.7 Share-based compensation expense 5.2 6.8 13.8 16.3 Inventory impairments and adjustments (2) (included in cost of sales) 3.4 3.5 17.3 4.1 Severance expenses (included in cost of sales) — — — 0.5 Severance expenses (included in SG&A) — 0.3 0.1 0.9 Credit loss related to customer bankruptcy (included in SG&A) (3) — 0.7 0.1 11.4 Cybersecurity incident expenses (4) — — — 5.1 Other items not directly related to current operations (5) 0.1 0.1 0.1 0.1 Adjusted EBITDA $ 202.2 $ 197.3 $ 397.8 $ 371.8 (1) Transaction-related expenses relate primarily to advisory fees and other costs recognized in respect of major corporate transactions, including the acquisition of businesses, and equity and debt transactions. (2) Inventory impairments and adjustments include the reversal of the adjustment to remeasure certain inventories on a LIFO basis. (3) On January 31, 2023, one of our customers filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In connection with the bankruptcy proceedings, we preliminarily evaluated our potential risk and exposure relating to our outstanding pre-petition accounts receivable balance from the customer and recorded an initial pre-tax charge to reflect our estimated recovery. Based on further developments in the bankruptcy proceedings, we recorded an additional $0.1 million pre-tax charge during the six months ended June 29, 2024. We will continue to monitor the circumstances surrounding the bankruptcy in determining whether adjustments to this recovery estimate are necessary. (4) On February 11, 2023, Gates determined that it was the target of a malware attack. Cybersecurity incident expenses include legal, consulting, and other costs incurred as a direct result of this incident, some of which may be partially offset by insurance recoveries. (5) |
Restructuring and other strateg
Restructuring and other strategic initiatives | 6 Months Ended |
Jun. 29, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other strategic initiatives | 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, streamline our selling, general and administrative (“SG&A”) back-office functions and relocate certain operations to lower cost locations. 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 29, July 1, June 29, July 1, Restructuring expenses: —Severance expense (income) $ 0.1 $ 0.3 $ (0.5) $ 4.4 —Non-severance labor and benefit expenses 0.1 0.5 0.1 0.8 —Consulting expenses 0.5 0.4 1.5 0.9 —Other net restructuring expenses 0.9 1.0 1.7 1.6 Total restructuring expenses $ 1.6 $ 2.2 $ 2.8 $ 7.7 Expenses related to other strategic initiatives: —Severance expenses included in cost of sales — — — 0.5 —Severance expenses included in SG&A — 0.3 0.1 0.9 Total expenses related to other strategic initiatives $ — $ 0.3 $ 0.1 $ 1.4 Restructuring and other strategic initiatives during the three and six months ended June 29, 2024 included $0.8 million and $1.6 million, respectively, of costs related to the relocation of certain production activities in Mexico. Other restructuring costs incurred during the three and six months ended June 29, 2024 included legal and consulting expenses, and costs associated with prior period facility closures or relocations in several countries. Restructuring and other strategic initiatives during the three and six months ended July 1, 2023 related primarily to severance and other non-labor costs related to relocating certain production activities in China, Mexico and Europe. During the three months ended July 1, 2023, we also incurred additional labor and severance costs of $0.5 million, related to relocation and integration of certain support functions into our regional shared service center in Europe. 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 29, July 1, June 29, July 1, Power Transmission $ 0.5 $ 1.0 $ 0.8 $ 5.7 Fluid Power 1.1 1.2 2.0 2.0 Continuing operations $ 1.6 $ 2.2 $ 2.8 $ 7.7 The following summarizes the reserve for restructuring expenses for the six months ended June 29, 2024 and July 1, 2023, respectively: Six months ended (dollars in millions) June 29, July 1, Balance as of the beginning of the period $ 5.1 $ 7.5 Utilized during the period (5.4) (8.3) Charge for the period 3.5 8.1 Released during the period (0.7) (0.4) Foreign currency translation (0.1) 0.1 Balance as of the end of the period $ 2.4 $ 7.0 Restructuring reserves, which are expected to be utilized during 2024 and 2025, are included in the condensed consolidated balance sheet within the accrued expenses and other current liabilities line. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 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 29, 2024, we had income tax expense of $12.3 million on pre-tax income of $90.2 million, which resulted in an effective tax rate of 13.6%, compared to an income tax expense of $9.6 million on pre-tax income of $80.9 million, which resulted in an effective tax rate of 11.9% for the three months ended July 1, 2023. For the three months ended June 29, 2024, the effective tax rate was driven primarily by discrete tax benefits of $12.2 million, of which $13.8 million related to unrecognized tax benefits due to audit closures offset by $1.6 million of discrete expenses related to changes in the realizability of certain deferred tax assets. For the three months ended July 1, 2023, the effective tax rate was driven primarily by a discrete tax benefit of $6.4 million, of which $4.3 million related to the adjustments in various foreign jurisdictions in which returns were filed, and $1.8 million of net unrecognized tax benefits, primarily related to audit settlements in India. For the six months ended June 29, 2024, we had an income tax expense of $46.8 million on pre-tax income of $170.9 million, which resulted in an effective tax rate of 27.4%, compared to an income tax expense of $24.9 million on pre-tax income of $127.1 million, which resulted in an effective tax rate of 19.6% for the six months ended July 1, 2023. For the six months ended June 29, 2024, the net impact of discrete items was nominal, and the effective tax rate was driven primarily by jurisdictional mix of earnings. For the six months ended July 1, 2023, the net impact of discrete items was nominal, and the effective tax rate was driven primarily by jurisdictional mix of earnings. 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. As of each reporting date, we consider 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 materially impact our financial statements. After weighing all of the evidence, giving more weight to the evidence that was objectively verifiable, we determined during the three months ended June 29, 2024 that it is more likely than not that deferred tax assets of $6.8 million, primarily in Poland, Mexico, and other jurisdictions, are not realizable. Accordingly, we recognized $4.1 million of discrete expense, while the remaining $2.7 million is recognized as part of the annual effective tax rate. Similarly, we determined during the three months ended June 29, 2024 that is more likely than not that deferred tax assets of $3.7 million, primarily in Germany, are realizable. Accordingly, we recognized $2.5 million of discrete benefit, while the remaining $1.2 million benefit is recognized as part of the annual effective tax rate. As a result of changes in future taxable profits and subsidiary structure, our position and judgment regarding the realizability of these deferred tax assets changed. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 29, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share represents net income attributable to shareholders divided by the weighted average number of shares outstanding during the period. Diluted 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 earnings per share is presented below: Three months ended Six months ended (dollars in millions, except share numbers and per share amounts) June 29, July 1, June 29, July 1, Net income attributable to shareholders $ 70.7 $ 64.9 $ 110.7 $ 91.3 Weighted average number of shares outstanding 261,440,259 275,875,426 262,057,243 279,697,864 Dilutive effect of share-based awards 5,372,251 4,040,022 4,893,994 4,255,220 Diluted weighted average number of shares outstanding 266,812,510 279,915,448 266,951,237 283,953,084 Number of anti-dilutive shares excluded from the diluted 1,203,541 3,307,714 3,433,099 4,622,998 Basic earnings per share $ 0.27 $ 0.24 $ 0.42 $ 0.33 Diluted earnings per share $ 0.26 $ 0.23 $ 0.41 $ 0.32 |
Inventories
Inventories | 6 Months Ended |
Jun. 29, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (dollars in millions) As of June 29, 2024 As of December 30, 2023 Raw materials and supplies $ 200.7 $ 168.2 Work in progress 47.0 43.3 Finished goods 448.8 435.7 Total inventories $ 696.5 $ 647.2 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill (dollars in millions) Power Fluid Total Cost and carrying amount As of December 30, 2023 $ 1,338.5 $ 700.2 $ 2,038.7 Foreign currency translation (49.2) (23.0) (72.2) As of June 29, 2024 $ 1,289.3 $ 677.2 $ 1,966.5 |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets As of June 29, 2024 As of December 30, 2023 (dollars in millions) Cost Accumulated Net Cost Accumulated Net Finite-lived: —Customer relationships $ 1,958.3 $ (1,160.5) $ 797.8 $ 2,003.6 $ (1,127.7) $ 875.9 —Technology 90.5 (90.5) — 90.6 (90.3) 0.3 —Capitalized software 123.6 (81.4) 42.2 117.3 (76.8) 40.5 2,172.4 (1,332.4) 840.0 2,211.5 (1,294.8) 916.7 Indefinite-lived: —Brands and trade names 513.4 (44.0) 469.4 513.4 (44.0) 469.4 Total intangible assets $ 2,685.8 $ (1,376.4) $ 1,309.4 $ 2,724.9 $ (1,338.8) $ 1,386.1 During the three months ended June 29, 2024, the amortization expense recognized in respect of intangible assets was $32.2 million, compared to $32.2 million for the three months ended July 1, 2023. In addition, movements in foreign currency exchange rates resulted in a decrease in the net carrying value of total intangible assets of $10.8 million for the three months ended June 29, 2024, compared to a decrease of $1.9 million for the three months ended July 1, 2023. During the six months ended June 29, 2024, the amortization expense recognized in respect of intangible assets was $64.7 million, compared to $64.3 million for the six months ended July 1, 2023. In addition, movements in foreign currency exchange rates resulted in a decrease in the net carrying value of total intangible assets of $19.6 million for the six months ended June 29, 2024, compared to an increase of $7.3 million for the six months ended July 1, 2023. |
Derivative financial instrument
Derivative financial instruments | 6 Months Ended |
Jun. 29, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative financial instruments | Derivative financial instruments We are exposed to certain financial 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. 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 29, 2024 As of December 30, 2023 (dollars in millions) Prepaid expenses and other assets Other non- Accrued expenses and other Other Net Prepaid expenses and other assets Other non- Accrued expenses and other Other Net Derivatives designated as hedging instruments: —Currency swaps $ 10.5 $ — $ — $ (53.8) $ (43.3) $ 8.5 $ — $ — $ (77.7) $ (69.2) —Interest rate swaps 32.3 2.3 (9.9) (2.2) 22.5 29.9 11.8 (9.9) (13.6) 18.2 Derivatives not designated as hedging instruments: —Currency forward contracts 2.3 — (0.3) — 2.0 3.9 — (1.8) — 2.1 $ 45.1 $ 2.3 $ (10.2) $ (56.0) $ (18.8) $ 42.3 $ 11.8 $ (11.7) $ (91.3) $ (48.9) 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 and Chinese operations. We hold USD-EUR cross currency swaps with a notional principal amount of €254.5 million and extended maturity date of March 31, 2027, and additional USD-EUR cross currency swaps with the notional principal amount of €501.6 million and contract term from November 16, 2022 to November 16, 2027. All USD-EUR cross currency swaps were designated as net investment hedges of certain of our European operations. In May 2023, we amended our €254.5 million USD-EUR cross currency swaps to transition from a floating rate based on the London Interbank Offered Rate (“LIBOR”) to a floating rate based on a term secured overnight financing rate (“Term SOFR”). In November 2023, we executed a USD to Chinese Yuan fixed-to-fixed cross currency swap with a notional principal amount of ¥1,784.0 million with a contract term from November 30, 2023 to November 30, 2026. This has been designated as a net investment hedge of certain of our Chinese operations. As of both June 29, 2024 and December 30, 2023, the aggregated notional principal amounts of the cross currency swaps we re €756.1 million and ¥1,784.0 million. The fair value gains (losses) 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 29, July 1, June 29, July 1, Net fair value gains recognized in OCI in relation to: —Designated cross currency swaps 6.9 (9.9) 25.9 (22.1) Total net fair value gains (losses) $ 6.9 $ (9.9) $ 25.9 $ (22.1) During the three and six months ended June 29, 2024, a net gain of $1.1 million and $4.3 million, respectively, was recognized in interest expense in relation to our cross currency swaps that have been designated as net investment hedges, compared to a net gain of $2.5 million and $5.5 million, respectively, during the three and six months ended July 1, 2023. 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 both June 29, 2024 and December 30, 2023, we held pay-fixed, receive-floating interest rate swaps with an aggregate notional amount of $1,255.0 million. Interest rate swaps with a notional amount of $870.0 million run from June 30, 2020 through June 30, 2025, while interest rate swaps with a notional amount of $385.0 million have the contract term from November 16, 2022 to November 16, 2027. 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 29, July 1, June 29, July 1, Movement recognized in OCI in relation to: —Fair value gain on cash flow hedges $ 3.8 $ 23.6 $ 17.4 $ 13.6 —Amortization to net income of prior period fair value losses — 4.4 — 8.9 —Deferred OCI reclassified to net income (9.0) (8.2) (18.0) (15.1) Total movement $ (5.2) $ 19.8 $ (0.6) $ 7.4 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 29, 2024 and December 30, 2023, there were no outstanding currency swaps. As of June 29, 2024, the notional amount of outstanding currency forward contracts that are used to manage operational foreign exchange exposures was $140.7 million, compared to $140.8 million as of December 30, 2023. The fair value 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 29, July 1, June 29, July 1, Fair value gains recognized in relation to: —Currency forward contracts recognized in SG&A $ 1.1 $ 2.9 $ 3.2 $ 4.1 Total $ 1.1 $ 2.9 $ 3.2 $ 4.1 |
Fair value measurement
Fair value measurement | 6 Months Ended |
Jun. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | 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. 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, drawings under 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 29, 2024 As of December 30, 2023 (dollars in millions) Carrying amount Fair value Carrying amount Fair value Current $ 21.8 $ 21.6 $ 36.5 $ 36.5 Non-current 2,310.3 2,341.3 2,415.0 2,444.7 $ 2,332.1 $ 2,362.9 $ 2,451.5 $ 2,481.2 Debt is comprised principally of borrowings under the secured credit facilities and the unsecured senior notes. The two dollar term loans under the secured credit facilities pay interest at floating rates, subject to a 0.50% Term SOFR floor as further described in Note 12. 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 29, 2024 Derivative assets $ — $ 47.4 $ 47.4 Derivative liabilities $ — $ (66.2) $ (66.2) Cash equivalents $ — $ 30.2 $ 30.2 Available for sale investments $ — $ 5.0 $ 5.0 As of December 30, 2023 Derivative assets $ — $ 54.1 $ 54.1 Derivative liabilities $ — $ (103.0) $ (103.0) Cash equivalents $ 76.2 $ 52.8 $ 129.0 Available for sale investments $ — $ — $ — Derivative assets and liabilities included in Level 2 represent foreign currency exchange forward and swap contracts, and interest rate derivative contracts. Cash equivalents included in Level 1 represent treasury bills and money market funds, while Level 2 represent certificates of deposit and commercial paper. Available for sale investments included in the Level 2 represent our investments in corporate bonds in Argentina. 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. 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. No significant impairment was recognized during the three and six months ended June 29, 2024 and July 1, 2023. During April 2024, Gates made a $5.0 million equity investment in a privately held company. Gates does not have the ability to exercise significant influence over the investee and the investment does not have a readily determinable fair value. We elected to recognize the investment at its cost in accordance with ASC 321 “ Investments – Equity Securities” and will adjust the fair value of the investment if we identify any observable price changes in orderly transactions. |
Debt
Debt | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt (dollars in millions) As of June 29, 2024 As of December 30, 2023 Secured debt: —2024 Dollar Term Loans due June 4, 2031 $ 1,300.0 $ — —2022 Dollar Term Loans due November 16, 2029 564.9 567.8 —2021 Dollar Term Loans due November 16, 2029 — 1,336.1 Unsecured debt: —6.875% Dollar Senior Notes due July 1, 2029 500.0 — —6.250% Dollar Senior Notes due January 16, 2026 — 568.0 Total principal of debt 2,364.9 2,471.9 Deferred issuance costs (35.9) (37.4) Accrued interest 3.1 17.0 Total carrying value of debt 2,332.1 2,451.5 Debt, current portion 21.8 36.5 Debt, less current portion $ 2,310.3 $ 2,415.0 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. Debt issuances and redemptions On June 4, 2024, we entered into an amendment to our credit agreement governing our term loan facilities and our secured revolving credit facility. As part of this amendment, we issued a new tranche of $1,300.0 million of dollar-denominated term loans (the “2024 Dollar Term Loans”) and used the proceeds to extinguish the entire outstanding principal balance of dollar-denominated term loans of $1,232.6 million, which was issued on February 24, 2021 (the “2021 Dollar Term Loans”), plus $1.1 million of accrued interest. We issued the 2024 Dollar Term Loans with no discount and incurred third party costs totaling approximately $9.5 million, which have been deferred and will be amortized to interest expense over the remaining term of the related borrowings using the effective interest method. The 2024 Dollar Term Loans require a prepayment premium in connection with certain repricing transactions occurring within six months following the closing of the amendment. The repayment of our 2021 Dollar Term Loans resulted in the accelerated recognition of $11.2 million of deferred issuance costs (recognized in interest expense). Under the credit agreement amendment, we also repriced our dollar-denominated term loans drawn on November 16, 2022 (the “2022 Dollar Term Loans”), reducing the interest rate spread by 75 basis points from Term SOFR plus 3.00% to Term SOFR plus 2.25%. Third party costs of $0.9 million incurred with the 2022 Dollar Term Loans repricing were recognized in interest expense. Additionally, in connection with the amendment to our credit agreement, we increased borrowing capacity under our revolving credit facility from $250.0 million to $500.0 million and extended the maturity from November 18, 2026 to the date that is the earliest of (x) June 4, 2029 and (y) April 1, 2029, if greater than $500.0 million in aggregate principal amount of the 2024 Unsecured Notes (as defined below) are outstanding. We incurred associated third party costs of approximately $2.5 million, which have been deferred and will be amortized to interest expense over the remaining term of the revolving credit facility. Concurrently with this amendment, we terminated the $250.0 million asset-backed revolving credit facility governed by the second amended and restated credit agreement dated as of November 18, 2021. The termination of our asset-backed revolving credit facility resulted in the accelerated recognition of $1.0 million of deferred issuance costs (recognized in interest expense). On June 4, 2024, we also issued new unsecured senior notes of $500.0 million (the “2024 Unsecured Senior Notes”), and fully redeemed our existing unsecured senior notes due 2026 (the “2019 Unsecured Senior Notes”) of $568.0 million aggregate principal amount, which included the payment of $13.7 million of accrued interest thereon. We issued the 2024 Unsecured Senior Notes with no discount and incurred third party costs of approximately $7.6 million, which have been deferred and will be amortized to interest expense over the remaining term of the 2024 Unsecured Senior Notes using the effective interest method. The redemption of our 2019 Unsecured Senior Notes resulted in the accelerated recognition of $2.6 million of deferred issuance costs (recognized in interest expense). During February 2024, we made a voluntary principal debt repayment of $100.0 million against our 2021 Dollar Term Loans (as defined below). As a result of this repayment, we accelerated the recognition of $1.0 million of deferred issuance costs (recognized in interest expense). During May 2023, we drew $100.0 million under our former asset-backed revolving credit facility to partially fund the purchase of shares under our 2023 share repurchase program. During fiscal year 2023 we paid down the borrowings on the asset-backed revolver and had no outstanding borrowings as of June 29, 2024 and December 30, 2023. As of December 30, 2023, the letters of credit outstanding under this facility were $29.7 million. As discussed above, this facility was terminated on June 4, 2024. Dollar Term Loans Our secured credit facilities consist of two loans, which include the 2024 Dollar Term Loans and the 2022 Dollar Term Loans described above. These term loan facilities bear interest at a floating rate, at our option, at either a base rate as defined in the credit agreement plus an applicable margin, or Term SOFR plus an applicable margin. The 2024 Dollar Term Loans’ interest rate is currently Term SOFR, subject to a floor of 0.50%, plus a margin of 2.25%, and as of June 29, 2024, borrowings under this facility bore interest at a rate of 7.59% per annum. The interest rate is currently re-set on the last business day of each month based on the election of one month interest periods. The 2024 Dollar Term Loans mature on June 4, 2031. The 2022 Dollar Term Loans’ interest rate as of June 29, 2024 was Term SOFR, subject to a floor of 0.50%, plus a margin of 2.25%, and as of June 29, 2024, borrowings under this facility bore interest at a rate of 7.59% per annum. The 2022 Dollar Term Loans’ interest rate is currently re-set on the last business day of each month based on the election of one month interest periods. The 2022 Dollar Term Loans mature on November 16, 2029. The 2022 Dollar Term Loans and the 2024 Dollar Term Loans are subject to quarterly amortization payments of 0.25%, based on the original principal amount less certain repayments with the balance payable on maturity. During the six months ended June 29, 2024, we made amortization payments against the 2021 Dollar Term Loans, the 2024 Dollar Term Loans and the 2022 Dollar Term Loans of $3.4 million, $0.0 million and $2.9 million, respectively. Under the terms of the credit agreement, we are obliged to offer annually to the term loan lenders an “excess cash flow” amount as defined under the credit agreement, based on the preceding year’s final results. Based on our 2023 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 2024. Gates Corporation, a wholly-owned U.S. subsidiary of Gates Industrial Holdco Limited (the parent guarantor and direct subsidiary of Gates Industrial Corporation plc), 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. 2024 Unsecured Senior Notes As of June 29, 2024, we had $500.0 million of 2024 Senior Notes outstanding that were issued on June 4, 2024. The 2024 Unsecured Senior Notes are scheduled to mature on July 1, 2029 and bear interest at an annual fixed rate of 6.875% with semi-annual interest payments. Prior to July 1, 2026, we may redeem the 2024 Unsecured Senior Notes, at our option, in whole at any time or in part from time to time, at a “make-whole” redemption price. In addition, on or subsequent to July 1, 2026, we may redeem the 2024 Unsecured 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 On or subsequent to: —July 1, 2026 103.438 % —July 1, 2027 101.719 % —July 1, 2028 and thereafter 100.000 % Additionally, net cash proceeds from an equity offering can be utilized at any time prior to July 1. 2026, to redeem up to 40% of the 2024 Unsecured Senior Notes at a redemption price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest through to the redemption date. Upon the occurrence of specified types of change of control or of certain qualifying asset sales, the holders of the 2024 Unsecured Senior 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 offer) or 100% (in the case of an asset sale offer) of their principal amount, plus accrued and unpaid interest. As noted above, on June 4, 2024, we redeemed all $568.0 million in aggregate principal amount of our 2019 Unsecured Senior Notes. Revolving credit facility We have a secured revolving credit facility that provides for multi-currency revolving loans. As of both June 29, 2024 and December 30, 2023, there were no drawings for cash under the revolving credit facility. Debt under the revolving credit facility bears interest at a floating rate, at our option, at either a base rate as defined in the credit agreement plus an applicable margin or the reference rate plus an applicable margin. In addition, Gates had other outstanding performance bonds, letters of credit and bank guarantees amounting t o $8.5 million as of June 29, 2024, compared to $8.4 million as of December 30, 2023. |
Post-retirement benefits
Post-retirement benefits | 6 Months Ended |
Jun. 29, 2024 | |
Postemployment Benefits [Abstract] | |
Post-retirement benefits | 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 (income) The components of the net periodic benefit cost (income) for pensions and other post-retirement benefits were as follows: Three months ended June 29, 2024 Three months ended July 1, 2023 (dollars in millions) Pensions Other post-retirement benefits Total Pensions Other post-retirement benefits Total Reported in operating income: —Employer service cost $ 1.0 $ — $ 1.0 $ 0.9 $ — $ 0.9 Reported outside of operating income: —Interest cost 6.1 0.3 6.4 6.3 0.3 6.6 —Expected return on plan assets (6.4) — (6.4) (6.6) — (6.6) —Net amortization of prior period losses (gains) 0.2 (0.8) (0.6) (0.1) (0.7) (0.8) Net periodic benefit cost (income) $ 0.9 $ (0.5) $ 0.4 $ 0.5 $ (0.4) $ 0.1 Cash Contributions $ 1.6 $ 0.7 $ 2.3 $ 1.6 $ 0.8 $ 2.4 Six months ended June 29, 2024 Six months ended July 1, 2023 (dollars in millions) Pensions Other post-retirement benefits Total Pensions Other post-retirement benefits Total Reported in operating income: —Employer service cost $ 2.0 $ — $ 2.0 $ 1.9 $ — $ 1.9 Reported outside of operating income: —Interest cost 12.2 0.6 12.8 12.5 0.7 13.2 —Expected return on plan assets (12.9) — (12.9) (13.0) — (13.0) —Net amortization of prior period losses (gains) 0.4 (1.6) (1.2) (0.1) (1.6) (1.7) Net periodic benefit cost (income) $ 1.7 $ (1.0) $ 0.7 $ 1.3 $ (0.9) $ 0.4 Cash Contributions $ 3.2 $ 1.7 $ 4.9 $ 3.7 $ 1.9 $ 5.6 The components of the above net periodic benefit cost (income) for pensions and other post-retirement benefits that are reported outside of operating income are all included in the other (income) expense line in the condensed consolidated statement of operations. For 2024 as a whole, we expect to contribute approximately $7.3 million to our defined benefit pension plans and approximately $3.0 million to our other post-retirement benefit plans. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 29, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 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 29, 2024, we recognized a charge of $5.2 million and $13.8 million, respectively, compared to $6.8 million and $16.3 million, respectively, in the three and six months ended July 1, 2023. Awards issued under the 2014 Gates Industrial Corporation plc Stock Incentive Plan (the “2014 Plan”) Gates has a number of share-based incentive awards issued under the 2014 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 (our “IPO”). No new awards have been granted under this plan since 2017. The options granted prior to our IPO were 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 certain investment funds affiliated with Blackstone 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 have been 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. During March 2022, a liquidity event as defined occurred following the sale by Blackstone of a certain portion of their interest in Gates and the Tier II and IV options vested as the specified investment returns related to these options had been met. On July 3, 2022, the performance period for the Tier III options expired and, as the specified investment returns were not achieved, all Tier III awards expired during fiscal year 2022. 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. The SARs include option awards with the same vesting terms as the Tier II, III and IV option awards described above, and, due to the vesting event described above. All Tier III SARs expired on July 3, 2022 as the specific performance hurdle was not achieved. Changes in the awards granted under this plan are summarized in the tables below. Awards issued under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Plan”) In conjunction with the initial public offering in January 2018, Gates adopted the 2018 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 restricted stock units (“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 New awards and movements in existing awards granted under this plan are summarized in the tables below. Summary of movements in options outstanding Six months ended June 29, 2024 Plan Number of Weighted average exercise price Outstanding at the beginning of the period: —Tier I 2014 Plan 1,828,327 $ 6.98 —Tier II 2014 Plan 1,996,017 $ 7.01 —Tier IV 2014 Plan 1,986,416 $ 10.52 —SARs Both plans 735,221 $ 10.47 —Share options 2018 Plan 2,345,520 $ 14.90 —Premium-priced options 2018 Plan 835,469 $ 18.88 9,726,970 $ 10.90 Granted during the period: —SARs 2018 Plan 22,100 $ 14.87 22,100 $ 14.87 Forfeited during the period: —SARs 2018 Plan (3,535) $ 13.50 (3,535) $ 13.50 Expired during the period: —Share options 2018 Plan (25,000) $ 16.08 (25,000) $ 16.08 Exercised during the period: —Tier I 2014 Plan (95,254) $ 6.80 —Tier II 2014 Plan (101,742) $ 6.82 —Tier IV 2014 Plan (98,882) $ 10.19 —SARs Both Plans (134,766) $ 9.23 —Share options 2018 Plan (339,737) $ 14.11 (770,381) $ 10.89 Outstanding at the end of the period: —Tier I 2014 Plan 1,733,073 $ 6.99 —Tier II 2014 Plan 1,894,275 $ 7.02 —Tier IV 2014 Plan 1,887,534 $ 10.54 —SARs Both plans 619,020 $ 10.88 —Share options 2018 Plan 1,980,783 $ 15.02 —Premium-priced options 2018 Plan 835,469 $ 18.88 8,950,154 $ 10.90 Exercisable at the end of the period 8,870,012 $ 10.86 Vested and expected to vest at the end of the period 8,949,442 $ 10.89 As of June 29, 2024, the aggregate intrinsic value of options that were exercisable was $47.5 million, and these options had a weighted average remaining contractual term of 2.7 years. As of June 29, 2024, the aggregate intrinsic value of options that were vested or expected to vest was $47.6 million, and these options had a weighted average remaining contractual term of 2.7 years. As of June 29, 2024, the unrecognized compensation charge relating to the nonvested options was $0.3 million, which is expected to be recognized over a weighted-average period of 1.9 years. During the three and six months ended June 29, 2024, cash of $4.6 million and $7.1 million was received in relation to the exercise of vested options, respectively, compared to $5.4 million and $16.7 million during the three and six months ended July 1, 2023, respectively. The aggregate intrinsic value of options exercised during the three and six months ended June 29, 2024 was $0.9 million and $2.7 million, respectively, compared to $1.0 million and $5.0 million during the three and six months ended July 1, 2023, respectively. Summary of movements in RSUs and PRSUs outstanding Six months ended June 29, 2024 Number of Weighted average Outstanding at the beginning of the period: —RSUs 3,032,230 $ 13.78 —PRSUs 917,661 $ 16.77 3,949,891 $ 14.47 Granted during the period: —RSUs 1,174,252 $ 14.91 —PRSUs 426,607 $ 16.37 1,600,859 $ 15.30 Forfeited during the period: —RSUs (113,093) $ 14.10 —PRSUs (120,458) $ 15.59 (233,551) $ 14.87 Vested during the period: —RSUs (873,044) $ 14.83 —PRSUs (154,274) 15.00 (1,027,318) $ 14.86 Outstanding at the end of the period: —RSUs 3,220,345 $ 13.89 —PRSUs 1,069,536 $ 17.00 4,289,881 $ 14.67 As of June 29, 2024, the unrecognized compensation charge relating to unvested RSUs and PRSUs was $22.0 million, which is expected to be recognized over a weighted average period of 1.7 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 29, 2024 was $0.2 million and $15.3 million, respectively, compared to $0.6 million and $15.3 million during the three and six months ended July 1, 2023, respectively. Valuation of awards granted during the period The grant date fair value of the SARs are measured using a Black-Scholes valuation model. RSUs are valued at the share price on the date of grant. The Relative TSR component of the PRSUs were valued using Monte Carlo simulations. As Gates only has volatility data for its shares for the period since its IPO, this volatility has, where necessary, 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 29, July 1, Weighted average grant date fair value: —SARs $ 6.95 $ 6.71 —RSUs $ 14.91 $ 14.06 —PRSUs $ 16.37 $ 15.88 Inputs to the model: —Expected volatility — SARs 41.7 % 43.4 % —Expected volatility — PRSUs 31.6 % 37.7 % —Expected option life for SARs (years) 6.0 6.0 —Risk-free interest rate: SARs 4.2 % 4.1 % PRSUs 4.4 % 4.6 % |
Equity
Equity | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Equity | Equity Movements in the Company’s number of shares in issue for the six months ended June 29, 2024 and July 1, 2023, respectively, were as follows: Six months ended (number of shares) June 29, July 1, Balance as of the beginning of the period 264,259,788 282,578,917 Exercise of share options 635,615 2,104,358 Vesting of restricted stock units, net of withholding taxes 857,681 937,102 Shares repurchased and cancelled (4,151,100) (21,934,634) Balance as of the end of the period 261,601,984 263,685,743 The Company has one class of authorized and issued shares, with a par value of $0.01, and each share has equal voting rights. In February 2024, the Company’s Board approved a share repurchase program for up to $100.0 million in authorized share repurchases, which expires on October 6, 2024. On February 12, 2024, the Company, certain selling shareholders affiliated with Blackstone, and the representatives of the several underwriters entered into an underwriting agreement pursuant to which the selling shareholders agreed to sell to the underwriters 17,500,000 ordinary shares of the Company at a price of $12.045 per ordinary share (the “February 2024 Offering”). The selling shareholders also granted the underwriters an option to purchase up to 2,625,000 additional ordinary shares of the Company; this option was exercised in full on February 16, 2024. The Company did not receive any proceeds from the sale of ordinary shares in the February 2024 Offering, which closed on February 16, 2024. In connection with the February 2024 Offering, the Company repurchased 4,151,100 ordinary shares through Citigroup Global Markets Inc. from the same selling shareholders at a price of $12.045 per ordinary share for an aggregate consideration of approximately $50.0 million (the “2024 Repurchase”), plus costs paid directly related to the transaction of $0.3 million. This repurchase was funded by cash on hand. All shares repurchased pursuant to the 2024 Repurchase have been cancelled. |
Analysis of accumulated other c
Analysis of accumulated other comprehensive (loss) income | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Analysis of accumulated other comprehensive (loss) income | Analysis of accumulated other comprehensive (loss) income Changes in accumulated other comprehensive (loss) income 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 30, 2023 $ (15.3) $ (832.3) $ 19.1 $ (828.5) $ (78.4) $ (906.9) Foreign currency translation (0.1) (119.0) — (119.1) (19.5) (138.6) Cash flow hedges movements — — (0.5) (0.5) — (0.5) Post-retirement benefit movements (0.9) — — (0.9) — (0.9) Other comprehensive loss (1.0) (119.0) (0.5) (120.5) (19.5) (140.0) As of June 29, 2024 $ (16.3) $ (951.3) $ 18.6 $ (949.0) $ (97.9) $ (1,046.9) (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 31, 2022 $ 0.6 $ (950.0) $ 31.6 $ (917.8) $ (64.6) $ (982.4) Foreign currency translation (3.2) 90.8 — 87.6 (23.6) 64.0 Cash flow hedges movements — — 5.6 5.6 — 5.6 Post-retirement benefit movements (1.3) — — (1.3) — (1.3) Other comprehensive (loss) income (4.5) 90.8 5.6 91.9 (23.6) 68.3 As of July 1, 2023 $ (3.9) $ (859.2) $ 37.2 $ (825.9) $ (88.2) $ (914.1) |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 29, 2024 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions A. Entities affiliated with Blackstone In connection with the initial public offering of Gates, we entered into a Support and Services Agreement with Blackstone Management Partners L.L.C. (“BMP”) under which the Company 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 were 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. As described in Note 15, in February 2024, the Company repurchased 4,151,100 ordinary shares through Citigroup Global Markets Inc. from certain shareholders affiliated with Blackstone for an aggregate consideration of $50.0 million, plus costs paid directly related to the transaction of $0.3 million. B. Equity method investees Purchases from equity method investees were as follows: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Purchases $ (3.9) $ (4.1) $ (7.9) $ (9.2) Amounts outstanding in respect of these transactions were payables of $0.1 million as of June 29, 2024, compared to $0.2 million as of December 30, 2023. No dividends were received from our equity method investees during the periods presented. C. 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 29, July 1, June 29, July 1, Sales $ 9.8 $ 11.8 $ 19.4 $ 25.1 Purchases $ (3.5) $ (4.0) $ (7.2) $ (8.4) Amounts outstanding in respect of these transactions were as follows: (dollars in millions) As of June 29, 2024 As of December 30, 2023 Receivables $ 4.1 $ 3.2 Payables $ (2.9) $ (3.2) |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies A. 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, commercial and contractual disputes, employment matters and other matters which arise in the ordinary course of business and against which management believes Gates has meritorious defenses available. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in management’s opinion, we have incurred a probable loss as set forth by U.S. GAAP, an estimate is made of the loss and the appropriate accrual is reflected in our consolidated financial statements. Currently, there are no material amounts accrued. 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. B. Warranties The following summarizes the movements in the warranty liability for the six months ended June 29, 2024 and July 1, 2023, respectively: Six months ended (dollars in millions) June 29, July 1, Balance as of the beginning of the period $ 15.9 $ 17.6 Charge for the period 4.7 4.0 Payments made (4.4) (4.1) Released during the period — (0.1) Foreign currency translation (0.2) (0.3) Balance as of the end of the period $ 16.0 $ 17.1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Pay vs Performance Disclosure | ||||
Net income attributable to shareholders | $ 70.7 | $ 64.9 | $ 110.7 | $ 91.3 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 29, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Introduction (Policies)
Introduction (Policies) | 6 Months Ended |
Jun. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background Gates Industrial Corporation plc (the “Company”) is a public limited company that was registered in 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. |
Accounting periods | 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 sheets as of June 29, 2024 and December 30, 2023, 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 31, 2024 to June 29, 2024, with comparative information for the 91-day period from April 2, 2023 to July 1, 2023 and for the 182-day period from December 31, 2023 to June 29, 2024, with comparative information for the 182-day period from January 1, 2023 to July 1, 2023. |
Basis of preparation | 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 29, 2024 and the results of its operations and cash flows for the periods ended June 29, 2024 and July 1, 2023. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year. 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. Estimates and assumptions used are based on factors such as historical experience, observance of trends in the industries in which we operate and information available from our customers and other outside sources. These condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as Gates’ audited annual consolidated financial statements and related notes for the year ended December 30, 2023. The condensed consolidated balance sheet as of December 30, 2023 has been derived from those audited financial statements. During 2021, the Company implemented a program with an unrelated third party under which we may periodically sell trade accounts receivable from one of our aftermarket customers with whom we have extended payment terms as part of a commercial agreement. The purpose of using this program is to offset the working capital impact resulting from this terms extension. All eligible accounts receivable from this customer are covered by the program, and any factoring is solely at our option. Following the factoring of a qualifying receivable, because we maintain no continuing involvement in the underlying receivable, and collectability risk is fully transferred to the unrelated third party, we account for these transactions as a sale of a financial asset and derecognize the asset. Cash received under the program is classified as operating cash inflows in the consolidated statement of cash flows. As of June 29, 2024, the collection of $114.7 million of our trade accounts receivable had been accelerated under this program, compared to the accelerated collection of $112.4 million as of December 30, 2023. During the three and six months ended June 29, 2024, we incurred costs in respect of this program of $2.8 million and $6.0 million, respectively, which are recorded under other (income) expenses. During the three and six months ended July 1, 2023, we incurred costs in respect of this program of $1.6 million and $3.0 million, respectively. 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 30, 2023 included in the Company’s Annual Report on Form 10-K. The accounting policies used in preparing these condensed consolidated financial statements are the same as those applied in the prior year. |
Recent accounting pronouncements | Recent accounting pronouncements • Accounting Standards Update (“ASU”) 2023-07 “ Segment Reporting ” (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued an ASU that expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025, with early adoption permitted. We are currently evaluating the impact the updated standard will have on our financial statement disclosures. • ASU 2023-09 “ Income Taxes ” (Topic 740): Improvements to Income Tax Disclosures |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Operating Segment | 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. Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Power Transmission $ 541.9 $ 573.9 $ 1,074.7 $ 1,122.0 Fluid Power 343.6 362.4 673.4 712.0 Continuing operations $ 885.5 $ 936.3 $ 1,748.1 $ 1,834.0 Adjusted EBITDA by segment was as follows: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Power Transmission $ 123.8 $ 119.0 $ 242.8 $ 226.7 Fluid Power 78.4 78.3 155.0 145.1 Continuing operations $ 202.2 $ 197.3 $ 397.8 $ 371.8 |
Schedule of Net sales by Key Geographic Regions and Markets | The following table summarizes our net sales by key geographic region of origin: Three months ended June 29, July 1, (dollars in millions) Power Transmission Fluid Power Power Transmission Fluid Power U.S. $ 143.9 $ 184.0 $ 155.6 $ 191.1 North America, excluding U.S. 62.3 53.3 56.5 55.9 United Kingdom (“U.K.”) 9.9 18.9 13.8 19.7 EMEA (1) , excluding U.K. 158.6 46.8 168.4 54.1 East Asia and India 66.6 19.9 70.7 20.2 Greater China 73.4 11.1 80.4 10.5 South America 27.2 9.6 28.5 10.9 Net sales $ 541.9 $ 343.6 $ 573.9 $ 362.4 Six months ended June 29, July 1, (dollars in millions) Power Transmission Fluid Power Power Transmission Fluid Power U.S. $ 284.9 $ 356.0 $ 300.4 $ 372.9 North America, excluding U.S. 125.4 103.8 111.3 107.7 U.K. 20.5 34.7 24.3 40.1 EMEA (1) , excluding U.K. 311.6 98.8 336.1 108.0 East Asia and India 135.2 39.8 144.7 40.0 Greater China 142.1 21.5 150.4 21.8 South America 55.0 18.8 54.8 21.5 Net sales $ 1,074.7 $ 673.4 $ 1,122.0 $ 712.0 (1) Europe, Middle East and Africa (“EMEA”). The following table summarizes our net sales into emerging and developed markets: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Developed $ 572.5 $ 632.9 $ 1,129.5 $ 1,214.1 Emerging 313.0 303.4 618.6 619.9 Net sales $ 885.5 $ 936.3 $ 1,748.1 $ 1,834.0 |
Schedule of Reconciliation of Adjusted EBITDA to Net Income from Continuing Operations | Reconciliation of net income from continuing operations to Adjusted EBITDA: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Net income from continuing operations $ 77.9 $ 71.3 $ 124.1 $ 102.2 Income tax expense 12.3 9.6 46.8 24.9 Income from continuing operations before taxes 90.2 80.9 170.9 127.1 Interest expense 49.1 44.5 86.6 85.3 Other (income) expenses (3.1) 3.7 (4.6) 4.0 Operating income from continuing operations 136.2 129.1 252.9 216.4 Depreciation and amortization 54.5 54.0 109.1 108.5 Transaction-related expenses (1) 1.2 0.6 1.6 0.8 Restructuring expenses 1.6 2.2 2.8 7.7 Share-based compensation expense 5.2 6.8 13.8 16.3 Inventory impairments and adjustments (2) (included in cost of sales) 3.4 3.5 17.3 4.1 Severance expenses (included in cost of sales) — — — 0.5 Severance expenses (included in SG&A) — 0.3 0.1 0.9 Credit loss related to customer bankruptcy (included in SG&A) (3) — 0.7 0.1 11.4 Cybersecurity incident expenses (4) — — — 5.1 Other items not directly related to current operations (5) 0.1 0.1 0.1 0.1 Adjusted EBITDA $ 202.2 $ 197.3 $ 397.8 $ 371.8 (1) Transaction-related expenses relate primarily to advisory fees and other costs recognized in respect of major corporate transactions, including the acquisition of businesses, and equity and debt transactions. (2) Inventory impairments and adjustments include the reversal of the adjustment to remeasure certain inventories on a LIFO basis. (3) On January 31, 2023, one of our customers filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In connection with the bankruptcy proceedings, we preliminarily evaluated our potential risk and exposure relating to our outstanding pre-petition accounts receivable balance from the customer and recorded an initial pre-tax charge to reflect our estimated recovery. Based on further developments in the bankruptcy proceedings, we recorded an additional $0.1 million pre-tax charge during the six months ended June 29, 2024. We will continue to monitor the circumstances surrounding the bankruptcy in determining whether adjustments to this recovery estimate are necessary. (4) On February 11, 2023, Gates determined that it was the target of a malware attack. Cybersecurity incident expenses include legal, consulting, and other costs incurred as a direct result of this incident, some of which may be partially offset by insurance recoveries. (5) |
Restructuring and other strat_2
Restructuring and other strategic initiatives (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | 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 29, July 1, June 29, July 1, Restructuring expenses: —Severance expense (income) $ 0.1 $ 0.3 $ (0.5) $ 4.4 —Non-severance labor and benefit expenses 0.1 0.5 0.1 0.8 —Consulting expenses 0.5 0.4 1.5 0.9 —Other net restructuring expenses 0.9 1.0 1.7 1.6 Total restructuring expenses $ 1.6 $ 2.2 $ 2.8 $ 7.7 Expenses related to other strategic initiatives: —Severance expenses included in cost of sales — — — 0.5 —Severance expenses included in SG&A — 0.3 0.1 0.9 Total expenses related to other strategic initiatives $ — $ 0.3 $ 0.1 $ 1.4 Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Power Transmission $ 0.5 $ 1.0 $ 0.8 $ 5.7 Fluid Power 1.1 1.2 2.0 2.0 Continuing operations $ 1.6 $ 2.2 $ 2.8 $ 7.7 |
Schedule of Restructuring Reserves Activity | The following summarizes the reserve for restructuring expenses for the six months ended June 29, 2024 and July 1, 2023, respectively: Six months ended (dollars in millions) June 29, July 1, Balance as of the beginning of the period $ 5.1 $ 7.5 Utilized during the period (5.4) (8.3) Charge for the period 3.5 8.1 Released during the period (0.7) (0.4) Foreign currency translation (0.1) 0.1 Balance as of the end of the period $ 2.4 $ 7.0 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Income Per Share | The computation of earnings per share is presented below: Three months ended Six months ended (dollars in millions, except share numbers and per share amounts) June 29, July 1, June 29, July 1, Net income attributable to shareholders $ 70.7 $ 64.9 $ 110.7 $ 91.3 Weighted average number of shares outstanding 261,440,259 275,875,426 262,057,243 279,697,864 Dilutive effect of share-based awards 5,372,251 4,040,022 4,893,994 4,255,220 Diluted weighted average number of shares outstanding 266,812,510 279,915,448 266,951,237 283,953,084 Number of anti-dilutive shares excluded from the diluted 1,203,541 3,307,714 3,433,099 4,622,998 Basic earnings per share $ 0.27 $ 0.24 $ 0.42 $ 0.33 Diluted earnings per share $ 0.26 $ 0.23 $ 0.41 $ 0.32 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | (dollars in millions) As of June 29, 2024 As of December 30, 2023 Raw materials and supplies $ 200.7 $ 168.2 Work in progress 47.0 43.3 Finished goods 448.8 435.7 Total inventories $ 696.5 $ 647.2 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | (dollars in millions) Power Fluid Total Cost and carrying amount As of December 30, 2023 $ 1,338.5 $ 700.2 $ 2,038.7 Foreign currency translation (49.2) (23.0) (72.2) As of June 29, 2024 $ 1,289.3 $ 677.2 $ 1,966.5 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of June 29, 2024 As of December 30, 2023 (dollars in millions) Cost Accumulated Net Cost Accumulated Net Finite-lived: —Customer relationships $ 1,958.3 $ (1,160.5) $ 797.8 $ 2,003.6 $ (1,127.7) $ 875.9 —Technology 90.5 (90.5) — 90.6 (90.3) 0.3 —Capitalized software 123.6 (81.4) 42.2 117.3 (76.8) 40.5 2,172.4 (1,332.4) 840.0 2,211.5 (1,294.8) 916.7 Indefinite-lived: —Brands and trade names 513.4 (44.0) 469.4 513.4 (44.0) 469.4 Total intangible assets $ 2,685.8 $ (1,376.4) $ 1,309.4 $ 2,724.9 $ (1,338.8) $ 1,386.1 |
Schedule of Indefinite-Lived Intangible Assets | As of June 29, 2024 As of December 30, 2023 (dollars in millions) Cost Accumulated Net Cost Accumulated Net Finite-lived: —Customer relationships $ 1,958.3 $ (1,160.5) $ 797.8 $ 2,003.6 $ (1,127.7) $ 875.9 —Technology 90.5 (90.5) — 90.6 (90.3) 0.3 —Capitalized software 123.6 (81.4) 42.2 117.3 (76.8) 40.5 2,172.4 (1,332.4) 840.0 2,211.5 (1,294.8) 916.7 Indefinite-lived: —Brands and trade names 513.4 (44.0) 469.4 513.4 (44.0) 469.4 Total intangible assets $ 2,685.8 $ (1,376.4) $ 1,309.4 $ 2,724.9 $ (1,338.8) $ 1,386.1 |
Derivative financial instrume_2
Derivative financial instruments (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Financial Instruments | The period end fair values of derivative financial instruments were as follows: As of June 29, 2024 As of December 30, 2023 (dollars in millions) Prepaid expenses and other assets Other non- Accrued expenses and other Other Net Prepaid expenses and other assets Other non- Accrued expenses and other Other Net Derivatives designated as hedging instruments: —Currency swaps $ 10.5 $ — $ — $ (53.8) $ (43.3) $ 8.5 $ — $ — $ (77.7) $ (69.2) —Interest rate swaps 32.3 2.3 (9.9) (2.2) 22.5 29.9 11.8 (9.9) (13.6) 18.2 Derivatives not designated as hedging instruments: —Currency forward contracts 2.3 — (0.3) — 2.0 3.9 — (1.8) — 2.1 $ 45.1 $ 2.3 $ (10.2) $ (56.0) $ (18.8) $ 42.3 $ 11.8 $ (11.7) $ (91.3) $ (48.9) |
Schedule of Derivative Effect on OCI | The fair value gains (losses) 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 29, July 1, June 29, July 1, Net fair value gains recognized in OCI in relation to: —Designated cross currency swaps 6.9 (9.9) 25.9 (22.1) Total net fair value gains (losses) $ 6.9 $ (9.9) $ 25.9 $ (22.1) 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 29, July 1, June 29, July 1, Movement recognized in OCI in relation to: —Fair value gain on cash flow hedges $ 3.8 $ 23.6 $ 17.4 $ 13.6 —Amortization to net income of prior period fair value losses — 4.4 — 8.9 —Deferred OCI reclassified to net income (9.0) (8.2) (18.0) (15.1) Total movement $ (5.2) $ 19.8 $ (0.6) $ 7.4 |
Schedule of Gain Recognized from Derivative Instruments | The fair value 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 29, July 1, June 29, July 1, Fair value gains recognized in relation to: —Currency forward contracts recognized in SG&A $ 1.1 $ 2.9 $ 3.2 $ 4.1 Total $ 1.1 $ 2.9 $ 3.2 $ 4.1 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amount and Fair Value of Debt | The carrying amount and fair value of our debt are set out below: As of June 29, 2024 As of December 30, 2023 (dollars in millions) Carrying amount Fair value Carrying amount Fair value Current $ 21.8 $ 21.6 $ 36.5 $ 36.5 Non-current 2,310.3 2,341.3 2,415.0 2,444.7 $ 2,332.1 $ 2,362.9 $ 2,451.5 $ 2,481.2 |
Schedule of 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 29, 2024 Derivative assets $ — $ 47.4 $ 47.4 Derivative liabilities $ — $ (66.2) $ (66.2) Cash equivalents $ — $ 30.2 $ 30.2 Available for sale investments $ — $ 5.0 $ 5.0 As of December 30, 2023 Derivative assets $ — $ 54.1 $ 54.1 Derivative liabilities $ — $ (103.0) $ (103.0) Cash equivalents $ 76.2 $ 52.8 $ 129.0 Available for sale investments $ — $ — $ — |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | (dollars in millions) As of June 29, 2024 As of December 30, 2023 Secured debt: —2024 Dollar Term Loans due June 4, 2031 $ 1,300.0 $ — —2022 Dollar Term Loans due November 16, 2029 564.9 567.8 —2021 Dollar Term Loans due November 16, 2029 — 1,336.1 Unsecured debt: —6.875% Dollar Senior Notes due July 1, 2029 500.0 — —6.250% Dollar Senior Notes due January 16, 2026 — 568.0 Total principal of debt 2,364.9 2,471.9 Deferred issuance costs (35.9) (37.4) Accrued interest 3.1 17.0 Total carrying value of debt 2,332.1 2,451.5 Debt, current portion 21.8 36.5 Debt, less current portion $ 2,310.3 $ 2,415.0 |
Schedule of Redemption Prices Plus Accrued and Unpaid Interest | Prior to July 1, 2026, we may redeem the 2024 Unsecured Senior Notes, at our option, in whole at any time or in part from time to time, at a “make-whole” redemption price. In addition, on or subsequent to July 1, 2026, we may redeem the 2024 Unsecured 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 On or subsequent to: —July 1, 2026 103.438 % —July 1, 2027 101.719 % —July 1, 2028 and thereafter 100.000 % |
Post-retirement benefits (Table
Post-retirement benefits (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Postemployment Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit Income for Pensions and Other Post-Retirement Benefits | The components of the net periodic benefit cost (income) for pensions and other post-retirement benefits were as follows: Three months ended June 29, 2024 Three months ended July 1, 2023 (dollars in millions) Pensions Other post-retirement benefits Total Pensions Other post-retirement benefits Total Reported in operating income: —Employer service cost $ 1.0 $ — $ 1.0 $ 0.9 $ — $ 0.9 Reported outside of operating income: —Interest cost 6.1 0.3 6.4 6.3 0.3 6.6 —Expected return on plan assets (6.4) — (6.4) (6.6) — (6.6) —Net amortization of prior period losses (gains) 0.2 (0.8) (0.6) (0.1) (0.7) (0.8) Net periodic benefit cost (income) $ 0.9 $ (0.5) $ 0.4 $ 0.5 $ (0.4) $ 0.1 Cash Contributions $ 1.6 $ 0.7 $ 2.3 $ 1.6 $ 0.8 $ 2.4 Six months ended June 29, 2024 Six months ended July 1, 2023 (dollars in millions) Pensions Other post-retirement benefits Total Pensions Other post-retirement benefits Total Reported in operating income: —Employer service cost $ 2.0 $ — $ 2.0 $ 1.9 $ — $ 1.9 Reported outside of operating income: —Interest cost 12.2 0.6 12.8 12.5 0.7 13.2 —Expected return on plan assets (12.9) — (12.9) (13.0) — (13.0) —Net amortization of prior period losses (gains) 0.4 (1.6) (1.2) (0.1) (1.6) (1.7) Net periodic benefit cost (income) $ 1.7 $ (1.0) $ 0.7 $ 1.3 $ (0.9) $ 0.4 Cash Contributions $ 3.2 $ 1.7 $ 4.9 $ 3.7 $ 1.9 $ 5.6 |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | New awards and movements in existing awards granted under this plan are summarized in the tables below. Summary of movements in options outstanding Six months ended June 29, 2024 Plan Number of Weighted average exercise price Outstanding at the beginning of the period: —Tier I 2014 Plan 1,828,327 $ 6.98 —Tier II 2014 Plan 1,996,017 $ 7.01 —Tier IV 2014 Plan 1,986,416 $ 10.52 —SARs Both plans 735,221 $ 10.47 —Share options 2018 Plan 2,345,520 $ 14.90 —Premium-priced options 2018 Plan 835,469 $ 18.88 9,726,970 $ 10.90 Granted during the period: —SARs 2018 Plan 22,100 $ 14.87 22,100 $ 14.87 Forfeited during the period: —SARs 2018 Plan (3,535) $ 13.50 (3,535) $ 13.50 Expired during the period: —Share options 2018 Plan (25,000) $ 16.08 (25,000) $ 16.08 Exercised during the period: —Tier I 2014 Plan (95,254) $ 6.80 —Tier II 2014 Plan (101,742) $ 6.82 —Tier IV 2014 Plan (98,882) $ 10.19 —SARs Both Plans (134,766) $ 9.23 —Share options 2018 Plan (339,737) $ 14.11 (770,381) $ 10.89 Outstanding at the end of the period: —Tier I 2014 Plan 1,733,073 $ 6.99 —Tier II 2014 Plan 1,894,275 $ 7.02 —Tier IV 2014 Plan 1,887,534 $ 10.54 —SARs Both plans 619,020 $ 10.88 —Share options 2018 Plan 1,980,783 $ 15.02 —Premium-priced options 2018 Plan 835,469 $ 18.88 8,950,154 $ 10.90 Exercisable at the end of the period 8,870,012 $ 10.86 Vested and expected to vest at the end of the period 8,949,442 $ 10.89 |
Schedule of RSU and PRSU Activity | Summary of movements in RSUs and PRSUs outstanding Six months ended June 29, 2024 Number of Weighted average Outstanding at the beginning of the period: —RSUs 3,032,230 $ 13.78 —PRSUs 917,661 $ 16.77 3,949,891 $ 14.47 Granted during the period: —RSUs 1,174,252 $ 14.91 —PRSUs 426,607 $ 16.37 1,600,859 $ 15.30 Forfeited during the period: —RSUs (113,093) $ 14.10 —PRSUs (120,458) $ 15.59 (233,551) $ 14.87 Vested during the period: —RSUs (873,044) $ 14.83 —PRSUs (154,274) 15.00 (1,027,318) $ 14.86 Outstanding at the end of the period: —RSUs 3,220,345 $ 13.89 —PRSUs 1,069,536 $ 17.00 4,289,881 $ 14.67 |
Schedule of Share Based Compensation Valuation Techniques | The weighted average fair values and relevant assumptions were as follows: Six months ended June 29, July 1, Weighted average grant date fair value: —SARs $ 6.95 $ 6.71 —RSUs $ 14.91 $ 14.06 —PRSUs $ 16.37 $ 15.88 Inputs to the model: —Expected volatility — SARs 41.7 % 43.4 % —Expected volatility — PRSUs 31.6 % 37.7 % —Expected option life for SARs (years) 6.0 6.0 —Risk-free interest rate: SARs 4.2 % 4.1 % PRSUs 4.4 % 4.6 % |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Schedule of Movement in Number of Shares in Issue | Movements in the Company’s number of shares in issue for the six months ended June 29, 2024 and July 1, 2023, respectively, were as follows: Six months ended (number of shares) June 29, July 1, Balance as of the beginning of the period 264,259,788 282,578,917 Exercise of share options 635,615 2,104,358 Vesting of restricted stock units, net of withholding taxes 857,681 937,102 Shares repurchased and cancelled (4,151,100) (21,934,634) Balance as of the end of the period 261,601,984 263,685,743 |
Analysis of accumulated other_2
Analysis of accumulated other comprehensive (loss) income (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income 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 30, 2023 $ (15.3) $ (832.3) $ 19.1 $ (828.5) $ (78.4) $ (906.9) Foreign currency translation (0.1) (119.0) — (119.1) (19.5) (138.6) Cash flow hedges movements — — (0.5) (0.5) — (0.5) Post-retirement benefit movements (0.9) — — (0.9) — (0.9) Other comprehensive loss (1.0) (119.0) (0.5) (120.5) (19.5) (140.0) As of June 29, 2024 $ (16.3) $ (951.3) $ 18.6 $ (949.0) $ (97.9) $ (1,046.9) (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 31, 2022 $ 0.6 $ (950.0) $ 31.6 $ (917.8) $ (64.6) $ (982.4) Foreign currency translation (3.2) 90.8 — 87.6 (23.6) 64.0 Cash flow hedges movements — — 5.6 5.6 — 5.6 Post-retirement benefit movements (1.3) — — (1.3) — (1.3) Other comprehensive (loss) income (4.5) 90.8 5.6 91.9 (23.6) 68.3 As of July 1, 2023 $ (3.9) $ (859.2) $ 37.2 $ (825.9) $ (88.2) $ (914.1) |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Purchases from equity method investees were as follows: Three months ended Six months ended (dollars in millions) June 29, July 1, June 29, July 1, Purchases $ (3.9) $ (4.1) $ (7.9) $ (9.2) 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 29, July 1, June 29, July 1, Sales $ 9.8 $ 11.8 $ 19.4 $ 25.1 Purchases $ (3.5) $ (4.0) $ (7.2) $ (8.4) Amounts outstanding in respect of these transactions were as follows: (dollars in millions) As of June 29, 2024 As of December 30, 2023 Receivables $ 4.1 $ 3.2 Payables $ (2.9) $ (3.2) |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Warranty Liabilities | The following summarizes the movements in the warranty liability for the six months ended June 29, 2024 and July 1, 2023, respectively: Six months ended (dollars in millions) June 29, July 1, Balance as of the beginning of the period $ 15.9 $ 17.6 Charge for the period 4.7 4.0 Payments made (4.4) (4.1) Released during the period — (0.1) Foreign currency translation (0.2) (0.3) Balance as of the end of the period $ 16.0 $ 17.1 |
Introduction (Details)
Introduction (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Dec. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Trade account receivables held for sale | $ 114.7 | $ 114.7 | $ 112.4 | ||
Expenses related to the reclassification of receivables | $ 2.8 | $ 1.6 | $ 6 | $ 3 |
Segment information - Sales and
Segment information - Sales and Adjusted EBITDA by Reporting Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Segment Reporting Information | ||||
Net sales | $ 885.5 | $ 936.3 | $ 1,748.1 | $ 1,834 |
Adjusted EBITDA | 202.2 | 197.3 | 397.8 | 371.8 |
Power Transmission | ||||
Segment Reporting Information | ||||
Net sales | 541.9 | 573.9 | 1,074.7 | 1,122 |
Adjusted EBITDA | 123.8 | 119 | 242.8 | 226.7 |
Fluid Power | ||||
Segment Reporting Information | ||||
Net sales | 343.6 | 362.4 | 673.4 | 712 |
Adjusted EBITDA | $ 78.4 | $ 78.3 | $ 155 | $ 145.1 |
Segment information - Net Sales
Segment information - Net Sales by Geographic Regions and Markets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | $ 885.5 | $ 936.3 | $ 1,748.1 | $ 1,834 |
Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 541.9 | 573.9 | 1,074.7 | 1,122 |
Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 343.6 | 362.4 | 673.4 | 712 |
U.S. | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 143.9 | 155.6 | 284.9 | 300.4 |
U.S. | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 184 | 191.1 | 356 | 372.9 |
North America, excluding U.S. | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 62.3 | 56.5 | 125.4 | 111.3 |
North America, excluding U.S. | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 53.3 | 55.9 | 103.8 | 107.7 |
United Kingdom (“U.K.”) | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 9.9 | 13.8 | 20.5 | 24.3 |
United Kingdom (“U.K.”) | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 18.9 | 19.7 | 34.7 | 40.1 |
EMEA, excluding U.K. | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 158.6 | 168.4 | 311.6 | 336.1 |
EMEA, excluding U.K. | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 46.8 | 54.1 | 98.8 | 108 |
East Asia and India | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 66.6 | 70.7 | 135.2 | 144.7 |
East Asia and India | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 19.9 | 20.2 | 39.8 | 40 |
Greater China | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 73.4 | 80.4 | 142.1 | 150.4 |
Greater China | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 11.1 | 10.5 | 21.5 | 21.8 |
South America | Power Transmission | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 27.2 | 28.5 | 55 | 54.8 |
South America | Fluid Power | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 9.6 | 10.9 | 18.8 | 21.5 |
Developed | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | 572.5 | 632.9 | 1,129.5 | 1,214.1 |
Emerging | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Net sales | $ 313 | $ 303.4 | $ 618.6 | $ 619.9 |
Segment information - Reconcili
Segment information - Reconciliation of Adjusted EBITDA to Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Segment Reporting Information | ||||
Net income from continuing operations | $ 77.9 | $ 71.3 | $ 124.1 | $ 102.2 |
Income tax expense | 12.3 | 9.6 | 46.8 | 24.9 |
Income from continuing operations before taxes | 90.2 | 80.9 | 170.9 | 127.1 |
Interest expense | 49.1 | 44.5 | 86.6 | 85.3 |
Other (income) expenses | (3.1) | 3.7 | (4.6) | 4 |
Operating income from continuing operations | 136.2 | 129.1 | 252.9 | 216.4 |
Depreciation and amortization | 54.5 | 54 | 109.1 | 108.5 |
Transaction-related expenses | 1.2 | 0.6 | 1.6 | 0.8 |
Restructuring expenses | 1.6 | 2.2 | 2.8 | 7.7 |
Share-based compensation expense | 5.2 | 6.8 | 13.8 | 16.3 |
Inventory impairments and adjustments (included in cost of sales) | 3.4 | 3.5 | 17.3 | 4.1 |
Credit loss related to customer bankruptcy (included in SG&A) | 0 | 0.7 | 0.1 | 11.4 |
Cybersecurity incident expenses | 0 | 0 | 0 | 5.1 |
Other items not directly related to current operations | 0.1 | 0.1 | 0.1 | 0.1 |
Adjusted EBITDA | 202.2 | 197.3 | 397.8 | 371.8 |
—Severance expenses included in cost of sales | ||||
Segment Reporting Information | ||||
Severance expenses | 0 | 0 | 0 | 0.5 |
SG&A | ||||
Segment Reporting Information | ||||
Severance expenses | $ 0 | $ 0.3 | $ 0.1 | $ 0.9 |
Restructuring and other strat_3
Restructuring and other strategic initiatives - Income Statement Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Restructuring Cost and Reserve | ||||
Total restructuring expenses | $ 1.6 | $ 2.2 | $ 2.8 | $ 7.7 |
Total expenses related to other strategic initiatives | 0 | 0.3 | 0.1 | 1.4 |
—Severance expenses included in cost of sales | ||||
Restructuring Cost and Reserve | ||||
Severance expenses | 0 | 0 | 0 | 0.5 |
—Severance expenses included in SG&A | ||||
Restructuring Cost and Reserve | ||||
Severance expenses | 0 | 0.3 | 0.1 | 0.9 |
—Severance expense (income) | ||||
Restructuring Cost and Reserve | ||||
Total restructuring expenses | $ 0.1 | $ 0.3 | $ (0.5) | $ 4.4 |
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring expenses | Restructuring expenses | Restructuring expenses | Restructuring expenses |
—Non-severance labor and benefit expenses | ||||
Restructuring Cost and Reserve | ||||
Total restructuring expenses | $ 0.1 | $ 0.5 | $ 0.1 | $ 0.8 |
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring expenses | Restructuring expenses | Restructuring expenses | Restructuring expenses |
—Consulting expenses | ||||
Restructuring Cost and Reserve | ||||
Total restructuring expenses | $ 0.5 | $ 0.4 | $ 1.5 | $ 0.9 |
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring expenses | Restructuring expenses | Restructuring expenses | Restructuring expenses |
—Other net restructuring expenses | ||||
Restructuring Cost and Reserve | ||||
Total restructuring expenses | $ 0.9 | $ 1 | $ 1.7 | $ 1.6 |
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring expenses | Restructuring expenses | Restructuring expenses | Restructuring expenses |
Restructuring and other strat_4
Restructuring and other strategic initiatives - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Restructuring Cost and Reserve | ||||
Restructuring expenses | $ 1.6 | $ 2.2 | $ 2.8 | $ 7.7 |
Employee Relocation | ||||
Restructuring Cost and Reserve | ||||
Restructuring expenses | $ 0.8 | $ 0.5 | $ 1.6 |
Restructuring and other strat_5
Restructuring and other strategic initiatives - Restructuring Costs by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Restructuring Cost and Reserve | ||||
Restructuring expenses | $ 1.6 | $ 2.2 | $ 2.8 | $ 7.7 |
Power Transmission | ||||
Restructuring Cost and Reserve | ||||
Restructuring expenses | 0.5 | 1 | 0.8 | 5.7 |
Fluid Power | ||||
Restructuring Cost and Reserve | ||||
Restructuring expenses | $ 1.1 | $ 1.2 | $ 2 | $ 2 |
Restructuring and other strat_6
Restructuring and other strategic initiatives - Restructuring Reserve Activity (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Restructuring reserves | ||
Balance as of the beginning of the period | $ 5.1 | $ 7.5 |
Utilized during the period | (5.4) | (8.3) |
Charge for the period | 3.5 | 8.1 |
Released during the period | (0.7) | (0.4) |
Foreign currency translation | (0.1) | 0.1 |
Balance as of the end of the period | $ 2.4 | $ 7 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Operating Loss Carryforwards | ||||
Income tax expense | $ 12.3 | $ 9.6 | $ 46.8 | $ 24.9 |
Income from continuing operations before taxes | $ 90.2 | $ 80.9 | $ 170.9 | $ 127.1 |
Reported effective income tax rate (as a percent) | 13.60% | 11.90% | 27.40% | 19.60% |
Discrete tax (benefit) expense | $ (12.2) | $ (6.4) | ||
Unrecognized tax benefits | 1.6 | 1.8 | $ 1.6 | $ 1.8 |
U.K. | ||||
Operating Loss Carryforwards | ||||
Effective income tax rate reconciliation, tax credit, foreign, amount | 13.8 | $ 4.3 | ||
Mexico and Poland | ||||
Operating Loss Carryforwards | ||||
Discrete tax (benefit) expense | 4.1 | |||
Deferred tax asset, net | 6.8 | 6.8 | ||
Net deferred income tax assets | 2.7 | 2.7 | ||
GERMANY | ||||
Operating Loss Carryforwards | ||||
Discrete tax (benefit) expense | 2.5 | |||
Deferred tax asset, net | 3.7 | 3.7 | ||
Net deferred income tax assets | $ 1.2 | $ 1.2 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to shareholders | $ 70.7 | $ 64.9 | $ 110.7 | $ 91.3 |
Weighted average number of shares outstanding (in shares) | 261,440,259 | 275,875,426 | 262,057,243 | 279,697,864 |
Dilutive effect of share-based awards (in shares) | 5,372,251 | 4,040,022 | 4,893,994 | 4,255,220 |
Diluted weighted average number of shares outstanding (in shares) | 266,812,510 | 279,915,448 | 266,951,237 | 283,953,084 |
Number of anti-dilutive shares excluded from the diluted earnings per share calculation (in shares) | 1,203,541 | 3,307,714 | 3,433,099 | 4,622,998 |
Basic earnings per share (in usd per share) | $ 0.27 | $ 0.24 | $ 0.42 | $ 0.33 |
Diluted earnings per share (in usd per share) | $ 0.26 | $ 0.23 | $ 0.41 | $ 0.32 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 200.7 | $ 168.2 |
Work in progress | 47 | 43.3 |
Finished goods | 448.8 | 435.7 |
Total inventories | $ 696.5 | $ 647.2 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 29, 2024 USD ($) | |
Cost and carrying amount | |
Beginning balance | $ 2,038.7 |
Foreign currency translation | (72.2) |
Ending balance | 1,966.5 |
Power Transmission | |
Cost and carrying amount | |
Beginning balance | 1,338.5 |
Foreign currency translation | (49.2) |
Ending balance | 1,289.3 |
Fluid Power | |
Cost and carrying amount | |
Beginning balance | 700.2 |
Foreign currency translation | (23) |
Ending balance | $ 677.2 |
Intangible assets - Finite-Live
Intangible assets - Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Finite-Lived Intangible Assets | ||
Finite-lived, cost | $ 2,172.4 | $ 2,211.5 |
Finite-lived, accumulated amortization and impairment | (1,332.4) | (1,294.8) |
Finite-lived, net | 840 | 916.7 |
Indefinite-lived, cost | 513.4 | 513.4 |
Indefinite-lived, accumulated amortization and impairment | (44) | (44) |
Indefinite-lived, net | 469.4 | 469.4 |
Cost | 2,685.8 | 2,724.9 |
Accumulated amortization and impairment | (1,376.4) | (1,338.8) |
Net | 1,309.4 | 1,386.1 |
—Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived, cost | 1,958.3 | 2,003.6 |
Finite-lived, accumulated amortization and impairment | (1,160.5) | (1,127.7) |
Finite-lived, net | 797.8 | 875.9 |
—Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived, cost | 90.5 | 90.6 |
Finite-lived, accumulated amortization and impairment | (90.5) | (90.3) |
Finite-lived, net | 0 | 0.3 |
—Capitalized software | ||
Finite-Lived Intangible Assets | ||
Finite-lived, cost | 123.6 | 117.3 |
Finite-lived, accumulated amortization and impairment | (81.4) | (76.8) |
Finite-lived, net | $ 42.2 | $ 40.5 |
Intangible assets - Narratives
Intangible assets - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 32.2 | $ 32.2 | $ 64.7 | $ 64.3 |
Intangible assets, foreign currency translation gain (loss) | $ (10.8) | $ (1.9) | $ (19.6) | $ 7.3 |
Derivative financial instrume_3
Derivative financial instruments - Fair Values of Derivative Instruments (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Derivatives, Fair Value | ||
Net | $ (18.8) | $ (48.9) |
—Currency swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Net | (43.3) | (69.2) |
—Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Net | 22.5 | 18.2 |
—Currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Net | 2 | 2.1 |
Prepaid expenses and other assets | ||
Derivatives, Fair Value | ||
Derivative assets | $ 45.1 | $ 42.3 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other assets | Prepaid expenses and other assets |
Prepaid expenses and other assets | —Currency swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | $ 10.5 | $ 8.5 |
Prepaid expenses and other assets | —Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | 32.3 | 29.9 |
Prepaid expenses and other assets | —Currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | 2.3 | 3.9 |
Other non- current assets | ||
Derivatives, Fair Value | ||
Derivative assets | $ 2.3 | $ 11.8 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Other non- current assets | —Currency swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | $ 0 | $ 0 |
Other non- current assets | —Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | 2.3 | 11.8 |
Other non- current assets | —Currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative assets | 0 | 0 |
Accrued expenses and other current liabilities | ||
Derivatives, Fair Value | ||
Derivative liabilities | $ (10.2) | $ (11.7) |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities | —Currency swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | $ 0 | $ 0 |
Accrued expenses and other current liabilities | —Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | (9.9) | (9.9) |
Accrued expenses and other current liabilities | —Currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | (0.3) | (1.8) |
Other non- current liabilities | ||
Derivatives, Fair Value | ||
Derivative liabilities | $ (56) | $ (91.3) |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
Other non- current liabilities | —Currency swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | $ (53.8) | $ (77.7) |
Other non- current liabilities | —Interest rate swaps | Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | (2.2) | (13.6) |
Other non- current liabilities | —Currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value | ||
Derivative liabilities | $ 0 | $ 0 |
Derivative financial instrume_4
Derivative financial instruments - Narratives (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 29, 2024 USD ($) | Jul. 01, 2023 USD ($) | Jun. 29, 2024 USD ($) | Jul. 01, 2023 USD ($) | Jun. 29, 2024 EUR (€) | Jun. 29, 2024 USD ($) | Dec. 30, 2023 EUR (€) | Dec. 30, 2023 CNY (¥) | Dec. 30, 2023 USD ($) | Nov. 30, 2023 CNY (¥) | Nov. 30, 2022 EUR (€) | |
Derivatives not designated as hedging instruments | |||||||||||
Derivative | |||||||||||
Gain on derivative, recognized in the income statement | $ 1,100,000 | $ 2,900,000 | $ 3,200,000 | $ 4,100,000 | |||||||
Currency swap | Derivatives designated as hedging instruments | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | € 756,100,000 | € 756,100,000 | ¥ 1,784,000,000 | ¥ 1,784,000,000 | |||||||
Currency swap | Derivatives designated as hedging instruments | Net Investment Hedges | |||||||||||
Derivative | |||||||||||
Gain on derivative, recognized in the income statement | 1,100,000 | 2,500,000 | 4,300,000 | 5,500,000 | |||||||
Currency swap | Derivatives designated as hedging instruments | —Euro Term Loan | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | € | € 254,500,000 | € 501,600,000 | |||||||||
Interest rate swaps | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | $ 1,255,000,000 | $ 1,255,000,000 | |||||||||
Interest rate swaps due June 30, 2020 through June 30, 2025 | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | 870,000,000 | ||||||||||
Interest rate swaps due November 16, 2022 through November 16, 2027 | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | 385,000,000 | ||||||||||
—Currency forward contracts recognized in SG&A | Derivatives not designated as hedging instruments | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | 0 | 0 | |||||||||
Gain on derivative, recognized in the income statement | $ 1,100,000 | $ 2,900,000 | $ 3,200,000 | $ 4,100,000 | |||||||
—Currency forward contracts | Derivatives not designated as hedging instruments | |||||||||||
Derivative | |||||||||||
Notional amount of derivative contracts | $ 140,700,000 | $ 140,800,000 |
Derivative financial instrume_5
Derivative financial instruments - Net Investment Hedging Instruments in OCI (Details) - Net Investment Hedges - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Derivative Instruments, Gain (Loss) | ||||
Total net fair value gains (losses) | $ 6.9 | $ (9.9) | $ 25.9 | $ (22.1) |
—Designated cross currency swaps | ||||
Derivative Instruments, Gain (Loss) | ||||
Total net fair value gains (losses) | $ 6.9 | $ (9.9) | $ 25.9 | $ (22.1) |
Derivative financial instrume_6
Derivative financial instruments - OCI Movement (Details) - Interest Rate Contract - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Movement recognized in OCI in relation to: | ||||
—Fair value gain (loss) on cash flow hedges | $ 3.8 | $ 23.6 | $ 17.4 | $ 13.6 |
—Amortization to net income of prior period fair value losses | 0 | 4.4 | 0 | 8.9 |
—Reclassification from OCI to net income | (9) | (8.2) | (18) | (15.1) |
Total movement | $ (5.2) | $ 19.8 | $ (0.6) | $ 7.4 |
Derivative financial instrume_7
Derivative financial instruments - Gains From Derivative Instruments Not Designated as Hedging Instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Derivative Instruments, Gain (Loss) | ||||
Gain on derivative, recognized in the income statement | $ 1.1 | $ 2.9 | $ 3.2 | $ 4.1 |
—Currency forward contracts recognized in SG&A | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain on derivative, recognized in the income statement | $ 1.1 | $ 2.9 | $ 3.2 | $ 4.1 |
Fair value measurement - Carryi
Fair value measurement - Carrying Amount and Fair Value of Debt (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Carrying amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Current | $ 21.8 | $ 36.5 |
Non-current | 2,310.3 | 2,415 |
Fair value of debt | 2,332.1 | 2,451.5 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Current | 21.6 | 36.5 |
Non-current | 2,341.3 | 2,444.7 |
Fair value of debt | $ 2,362.9 | $ 2,481.2 |
Fair value measurement - Narrat
Fair value measurement - Narratives (Details) $ in Millions | 6 Months Ended | |
Jun. 29, 2024 loan | Apr. 30, 2024 USD ($) | |
Debt Instrument | ||
Equity investment in a privately held company | $ | $ 5 | |
Secured Debt | ||
Debt Instrument | ||
Number of debt instruments | loan | 2 | |
Secured Credit Facilities | Secured Debt | ||
Debt Instrument | ||
Variable rate (as a percent) | 0.50% |
Fair value measurement - Assets
Fair value measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Apr. 30, 2024 | Dec. 30, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Available for sale investments | $ 5 | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative assets | $ 47.4 | $ 54.1 | |
Derivative liabilities | (66.2) | (103) | |
Cash equivalents | 30.2 | 129 | |
Available for sale investments | 5 | 0 | |
Quoted prices in active markets (Level 1) | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative assets | 0 | 0 | |
Derivative liabilities | 0 | 0 | |
Cash equivalents | 0 | 76.2 | |
Available for sale investments | 0 | 0 | |
Significant observable inputs (Level 2) | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative assets | 47.4 | 54.1 | |
Derivative liabilities | (66.2) | (103) | |
Cash equivalents | 30.2 | 52.8 | |
Available for sale investments | $ 5 | $ 0 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 30, 2023 |
Debt Instrument | ||
Total principal of debt | $ 2,364.9 | $ 2,471.9 |
Deferred issuance costs | (35.9) | (37.4) |
Accrued interest | 3.1 | 17 |
Total carrying value of debt | 2,332.1 | 2,451.5 |
Debt, current portion | 21.8 | 36.5 |
Debt, less current portion | 2,310.3 | 2,415 |
—2024 Dollar Term Loans due June 4, 2031 | Secured debt: | ||
Debt Instrument | ||
Total principal of debt | 1,300 | 0 |
—2022 Dollar Term Loans due November 16, 2029 | Secured debt: | ||
Debt Instrument | ||
Total principal of debt | 564.9 | 567.8 |
—2021 Dollar Term Loans due November 16, 2029 | Secured debt: | ||
Debt Instrument | ||
Total principal of debt | 0 | 1,336.1 |
—6.875% Dollar Senior Notes due July 1, 2029 | Unsecured debt: | ||
Debt Instrument | ||
Total principal of debt | $ 500 | 0 |
Stated interest rate on debt (as a percent) | 6.875% | |
—6.25% Dollar Senior Notes due 2026 | Unsecured debt: | ||
Debt Instrument | ||
Total principal of debt | $ 0 | $ 568 |
Stated interest rate on debt (as a percent) | 6.25% |
Debt - Debt Issuances and Redem
Debt - Debt Issuances and Redemptions Narratives (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Jun. 04, 2024 | Jun. 03, 2024 | Nov. 16, 2022 | Feb. 29, 2024 | May 31, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Dec. 30, 2023 | |
Debt Instrument | ||||||||
Repayments of debt | $ 1,907,000,000 | $ 9,800,000 | ||||||
Interest paid | 86,000,000 | 76,600,000 | ||||||
Debt issuance costs, net | 35,900,000 | $ 37,400,000 | ||||||
Proceeds from long-term debt | $ 1,800,000,000 | $ 100,000,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument | ||||||||
Maximum borrowing capacity of credit facility | $ 500,000,000 | $ 250,000,000 | ||||||
Line of credit, deferred issuance costs | 2,500,000 | |||||||
Letter of Credit Sub-Facility | ||||||||
Debt Instrument | ||||||||
Line of credit carrying value | 29,700,000 | |||||||
—2024 Dollar Term Loans due June 4, 2031 | Secured debt: | ||||||||
Debt Instrument | ||||||||
Debt instrument principal amount | 1,300,000,000 | |||||||
2021 Dollar Term Loans | Secured debt: | ||||||||
Debt Instrument | ||||||||
Interest paid | 1,100,000 | |||||||
Deferred financing cost recognized | 11,200,000 | |||||||
Redeemable amount | 1,232,600,000 | |||||||
2024 Dollar Term Loans | Secured debt: | ||||||||
Debt Instrument | ||||||||
Amortization of debt discount | 0 | |||||||
Debt issuance costs, net | $ 9,500,000 | |||||||
Variable rate (as a percent) | 0.50% | |||||||
2022 Dollar Term Loans | Secured debt: | ||||||||
Debt Instrument | ||||||||
Deferred financing cost recognized | $ 900,000 | |||||||
Decrease in variable rate (percent) | 7,500% | |||||||
Variable rate (as a percent) | 2.25% | 3% | 0.50% | |||||
Secured Multi-Currency Facility | Revolving Credit Facility | ||||||||
Debt Instrument | ||||||||
Maximum borrowing capacity of credit facility | $ 500,000,000 | $ 250,000,000 | ||||||
Line of credit facility, outstanding balance trigger | 500,000,000 | |||||||
Line of credit carrying value | $ 0 | 0 | ||||||
Secured Multi-Currency Facility | Letter of Credit Sub-Facility | ||||||||
Debt Instrument | ||||||||
Maximum borrowing capacity of credit facility | 150,000,000 | |||||||
Line of credit carrying value | $ 28,300,000 | $ 0 | ||||||
Asset-backed revolver | Revolving Credit Facility | ||||||||
Debt Instrument | ||||||||
Deferred financing cost recognized | 1,000,000 | |||||||
Line of credit facility, borrowing capacity terminated | 250,000,000 | |||||||
Proceeds from long-term debt | $ 100,000,000 | |||||||
2024 Unsecured Senior Notes | Unsecured debt: | ||||||||
Debt Instrument | ||||||||
Debt instrument principal amount | 500,000,000 | |||||||
Debt issuance costs, net | 7,600,000 | |||||||
Unamortized discount | 0 | |||||||
2019 Unsecured Senior Notes | Unsecured debt: | ||||||||
Debt Instrument | ||||||||
Interest paid | 13,700,000 | |||||||
Deferred financing cost recognized | 2,600,000 | |||||||
Redeemable amount | $ 568,000,000 | |||||||
Existing DollarTerm Loans | Secured debt: | ||||||||
Debt Instrument | ||||||||
Repayments of debt | $ 100,000,000 | |||||||
Deferred financing cost recognized | $ 1,000,000 |
Debt - Dollar Term Loans Narrat
Debt - Dollar Term Loans Narratives (Details) - Secured debt: $ in Millions | 6 Months Ended | ||
Jun. 04, 2024 loan | Jun. 03, 2024 | Jun. 29, 2024 USD ($) | |
—Dollar Term Loans | |||
Debt Instrument | |||
Number of loans (loan) | loan | 2 | ||
2024 Dollar Term Loans | |||
Debt Instrument | |||
Variable rate (as a percent) | 0.50% | ||
Stated interest rate on debt (as a percent) | 2.25% | ||
Interest rate during period on debt (as a percent) | 7.59% | ||
Quarterly amortization payment rate (as a percent) | 0.25% | ||
Quarterly amortization payment on debt | $ 0 | ||
2022 Dollar Term Loans | |||
Debt Instrument | |||
Variable rate (as a percent) | 2.25% | 3% | 0.50% |
Stated interest rate on debt (as a percent) | 2.25% | ||
Interest rate during period on debt (as a percent) | 7.59% | ||
Quarterly amortization payment rate (as a percent) | 0.25% | ||
Quarterly amortization payment on debt | $ 2.9 | ||
2021 Dollar Term Loans | |||
Debt Instrument | |||
Quarterly amortization payment on debt | $ 3.4 |
Debt - 2024 Unsecured Senior No
Debt - 2024 Unsecured Senior Notes Narratives (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 29, 2024 | Jun. 04, 2024 | Dec. 30, 2023 | |
Debt Instrument | |||
Total principal of debt | $ 2,364.9 | $ 2,471.9 | |
Unsecured debt: | |||
Debt Instrument | |||
Redemption price in the event of change in control (as a percent) | 101% | ||
Redemption price in the event of sale (as a percent) | 100% | ||
—6.875% Dollar Senior Notes due July 1, 2029 | Unsecured debt: | |||
Debt Instrument | |||
Total principal of debt | $ 500 | $ 0 | |
Stated interest rate on debt (as a percent) | 6.875% | ||
Equity offering (as a percent) | 40% | ||
—6.875% Dollar Senior Notes due July 1, 2029 | Unsecured debt: | Prior to July 1, 2026 | |||
Debt Instrument | |||
Redemption price (as a percent) | 106.875% | ||
2019 Unsecured Senior Notes | Unsecured debt: | |||
Debt Instrument | |||
Redeemable amount | $ 568 |
Debt - Redemption Prices Plus A
Debt - Redemption Prices Plus Accrued and Unpaid Interest (Details) - —6.875% Dollar Senior Notes due July 1, 2029 - Unsecured Debt | 6 Months Ended |
Jun. 29, 2024 | |
—July 1, 2026 | |
Debt Instrument, Redemption | |
Redemption price (as a percent) | 103.438% |
—July 1, 2027 | |
Debt Instrument, Redemption | |
Redemption price (as a percent) | 101.719% |
—July 1, 2028 and thereafter | |
Debt Instrument, Redemption | |
Redemption price (as a percent) | 100% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility Narratives (Details) - USD ($) | Jun. 29, 2024 | Jun. 04, 2024 | Jun. 03, 2024 | Dec. 30, 2023 |
Performance Bonds, Letters of Credit and Bank Guarantees | ||||
Line of Credit Facility | ||||
Line of credit carrying value | $ 8,500,000 | $ 8,400,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility | ||||
Maximum borrowing capacity of credit facility | $ 500,000,000 | $ 250,000,000 | ||
Revolving Credit Facility | Secured Multi-Currency Facility | ||||
Line of Credit Facility | ||||
Maximum borrowing capacity of credit facility | 500,000,000 | $ 250,000,000 | ||
Line of credit facility, outstanding balance trigger | 500,000,000 | |||
Line of credit carrying value | 0 | 0 | ||
Letter of Credit Sub-Facility | ||||
Line of Credit Facility | ||||
Line of credit carrying value | 29,700,000 | |||
Letter of Credit Sub-Facility | Secured Multi-Currency Facility | ||||
Line of Credit Facility | ||||
Maximum borrowing capacity of credit facility | $ 150,000,000 | |||
Line of credit carrying value | $ 28,300,000 | $ 0 |
Post-retirement benefits - Comp
Post-retirement benefits - Components of Net Periodic Benefit (Income) Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||
—Employer service cost | $ 1 | $ 0.9 | $ 2 | $ 1.9 |
—Interest cost | 6.4 | 6.6 | 12.8 | 13.2 |
—Expected return on plan assets | (6.4) | (6.6) | (12.9) | (13) |
—Net amortization of prior period losses (gains) | (0.6) | (0.8) | (1.2) | (1.7) |
Net periodic benefit cost | 0.4 | 0.1 | 0.7 | 0.4 |
Cash Contributions | 2.3 | 2.4 | 4.9 | 5.6 |
Pensions | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||
—Employer service cost | 1 | 0.9 | 2 | 1.9 |
—Interest cost | 6.1 | 6.3 | 12.2 | 12.5 |
—Expected return on plan assets | (6.4) | (6.6) | (12.9) | (13) |
—Net amortization of prior period losses (gains) | 0.2 | (0.1) | 0.4 | (0.1) |
Net periodic benefit cost | 0.9 | 0.5 | 1.7 | 1.3 |
Cash Contributions | 1.6 | 1.6 | 3.2 | 3.7 |
Other post-retirement benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||
—Employer service cost | 0 | 0 | 0 | 0 |
—Interest cost | 0.3 | 0.3 | 0.6 | 0.7 |
—Expected return on plan assets | 0 | 0 | 0 | 0 |
—Net amortization of prior period losses (gains) | (0.8) | (0.7) | (1.6) | (1.6) |
Net periodic benefit cost | (0.5) | (0.4) | (1) | (0.9) |
Cash Contributions | $ 0.7 | $ 0.8 | $ 1.7 | $ 1.9 |
Post-retirement benefits - Narr
Post-retirement benefits - Narratives (Details) $ in Millions | Jun. 29, 2024 USD ($) |
Pensions | |
Defined Benefit Plan Disclosure | |
Expected future employer contributions in current fiscal year | $ 7.3 |
Other post-retirement benefits | |
Defined Benefit Plan Disclosure | |
Expected future employer contributions in current fiscal year | $ 3 |
Share-based compensation - Narr
Share-based compensation - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 29, 2024 | Jul. 01, 2023 | Apr. 02, 2022 | Jun. 29, 2024 | Jul. 01, 2023 | Jan. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Share based compensation expense recognized | $ 5.2 | $ 6.8 | $ 13.8 | $ 16.3 | ||||
Proceeds from stock options exercised | 4.6 | 5.4 | 7.1 | 16.7 | ||||
—Share options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Aggregate intrinsic value of options exercisable | 47.5 | $ 47.5 | ||||||
Contractual term of options exercisable (in years) | 2 years 8 months 12 days | |||||||
Aggregate intrinsic value of options that were vested or expected to vest | 47.6 | $ 47.6 | ||||||
Contractual term of options that were vested or expect to vest (in years) | 2 years 8 months 12 days | |||||||
Unrecognized compensation relating to non-vested awards | 0.3 | $ 0.3 | ||||||
Unrecognized compensation relating to non-vested awards, recognition period (in years) | 1 year 10 months 24 days | |||||||
Aggregate intrinsic value of options exercised | 0.9 | 1 | $ 2.7 | 5 | ||||
—Share options | Omaha Topco Ltd. Stock Incentive Plan | —Tier I | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 5 years | |||||||
Term of award (in years) | 10 years | |||||||
—Share options | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 3 years | |||||||
—Share options | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 4 years | |||||||
—Premium-priced options | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 3 years | |||||||
Term of award (in years) | 10 years | |||||||
Post grant date start date (in years) | 2 years | |||||||
—RSUs | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 1 year | |||||||
—RSUs | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 3 years | |||||||
—PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Unrecognized compensation relating to non-vested awards other than option | 22 | $ 22 | ||||||
—PRSUs | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Percentage of shares expected to vest upon achievement of average annual adjusted return on invested capital (as a percent) | 75% | 50% | ||||||
Percentage of shares expected to vest upon achievement of certain relative shareholders return (as a percent) | 25% | 50% | ||||||
Performance period (in years) | 3 years | |||||||
—PRSUs | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 1 year | |||||||
Total number of shares expected to vest at term of award arrangement (as a percent) | 0% | |||||||
—PRSUs | Gates Industrial Corporation Plc 2018 Omnibus Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (in years) | 3 years | |||||||
Total number of shares expected to vest at term of award arrangement (as a percent) | 200% | |||||||
RSU's and PRSU's | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Unrecognized compensation relating to non-vested awards, recognition period (in years) | 1 year 8 months 12 days | |||||||
Unrecognized compensation relating to non-vested awards other than option | 22 | $ 22 | ||||||
Aggregate intrinsic value of non options vested | $ 0.2 | $ 0.6 | $ 15.3 | $ 15.3 |
Share-based compensation - Stoc
Share-based compensation - Stock Option and SAR Rollforward (Details) | 6 Months Ended |
Jun. 29, 2024 $ / shares shares | |
Number of options | |
Beginning balance (in shares) | shares | 9,726,970 |
Granted (in shares) | shares | 22,100 |
Forfeited (in shares) | shares | (3,535) |
Expired (in shares) | shares | (25,000) |
Exercised (in shares) | shares | (770,381) |
Ending balance (in shares) | shares | 8,950,154 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 10.90 |
Granted (in usd per share) | $ / shares | 14.87 |
Forfeited (in usd per share) | $ / shares | 13.50 |
Expired (in usd per share) | $ / shares | 16.08 |
Exercised (in usd per share) | $ / shares | 10.89 |
Ending balance (in usd per share) | $ / shares | $ 10.90 |
—Share options | |
Number of options | |
Beginning balance (in shares) | shares | 2,345,520 |
Expired (in shares) | shares | (25,000) |
Exercised (in shares) | shares | (339,737) |
Ending balance (in shares) | shares | 1,980,783 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 14.90 |
Expired (in usd per share) | $ / shares | 16.08 |
Exercised (in usd per share) | $ / shares | 14.11 |
Ending balance (in usd per share) | $ / shares | $ 15.02 |
Exercisable at the end of the period (in shares) | shares | 8,870,012 |
Exercisable at the end of the period (in usd per share) | $ / shares | $ 10.86 |
Vested and expected to vest at the end of the period (in shares) | shares | 8,949,442 |
Vested and expected to vest at the end of the period (in usd per share) | $ / shares | $ 10.89 |
—SARs | |
Number of options | |
Beginning balance (in shares) | shares | 735,221 |
Granted (in shares) | shares | 22,100 |
Forfeited (in shares) | shares | (3,535) |
Exercised (in shares) | shares | (134,766) |
Ending balance (in shares) | shares | 619,020 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 10.47 |
Granted (in usd per share) | $ / shares | 14.87 |
Forfeited (in usd per share) | $ / shares | 13.50 |
Exercised (in usd per share) | $ / shares | 9.23 |
Ending balance (in usd per share) | $ / shares | $ 10.88 |
—Premium-priced options | |
Number of options | |
Beginning balance (in shares) | shares | 835,469 |
Ending balance (in shares) | shares | 835,469 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 18.88 |
Ending balance (in usd per share) | $ / shares | $ 18.88 |
—Tier I | —Share options | |
Number of options | |
Beginning balance (in shares) | shares | 1,828,327 |
Exercised (in shares) | shares | (95,254) |
Ending balance (in shares) | shares | 1,733,073 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 6.98 |
Exercised (in usd per share) | $ / shares | 6.80 |
Ending balance (in usd per share) | $ / shares | $ 6.99 |
—Tier II | —Share options | |
Number of options | |
Beginning balance (in shares) | shares | 1,996,017 |
Exercised (in shares) | shares | (101,742) |
Ending balance (in shares) | shares | 1,894,275 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 7.01 |
Exercised (in usd per share) | $ / shares | 6.82 |
Ending balance (in usd per share) | $ / shares | $ 7.02 |
—Tier IV | —Share options | |
Number of options | |
Beginning balance (in shares) | shares | 1,986,416 |
Exercised (in shares) | shares | (98,882) |
Ending balance (in shares) | shares | 1,887,534 |
Weighted average exercise price | |
Beginning balance (in usd per share) | $ / shares | $ 10.52 |
Exercised (in usd per share) | $ / shares | 10.19 |
Ending balance (in usd per share) | $ / shares | $ 10.54 |
Share-based compensation - RSU
Share-based compensation - RSU and PRSU Rollforward (Details) | 6 Months Ended |
Jun. 29, 2024 $ / shares shares | |
Number of awards | |
Beginning balance (in shares) | shares | 3,949,891 |
Granted (in shares) | shares | 1,600,859 |
Forfeited (in shares) | shares | (233,551) |
Vested (in shares) | shares | (1,027,318) |
Ending balance (in shares) | shares | 4,289,881 |
Weighted average grant date fair value $ | |
Beginning balance (in usd per share) | $ / shares | $ 14.47 |
Granted (in usd per share) | $ / shares | 15.30 |
Forfeited (in usd per share) | $ / shares | 14.87 |
Vested (in usd per share) | $ / shares | 14.86 |
Ending balance (in usd per share) | $ / shares | $ 14.67 |
—RSUs | |
Number of awards | |
Beginning balance (in shares) | shares | 3,032,230 |
Granted (in shares) | shares | 1,174,252 |
Forfeited (in shares) | shares | (113,093) |
Vested (in shares) | shares | (873,044) |
Ending balance (in shares) | shares | 3,220,345 |
Weighted average grant date fair value $ | |
Beginning balance (in usd per share) | $ / shares | $ 13.78 |
Granted (in usd per share) | $ / shares | 14.91 |
Forfeited (in usd per share) | $ / shares | 14.10 |
Vested (in usd per share) | $ / shares | 14.83 |
Ending balance (in usd per share) | $ / shares | $ 13.89 |
—PRSUs | |
Number of awards | |
Beginning balance (in shares) | shares | 917,661 |
Granted (in shares) | shares | 426,607 |
Forfeited (in shares) | shares | (120,458) |
Vested (in shares) | shares | (154,274) |
Ending balance (in shares) | shares | 1,069,536 |
Weighted average grant date fair value $ | |
Beginning balance (in usd per share) | $ / shares | $ 16.77 |
Granted (in usd per share) | $ / shares | 16.37 |
Forfeited (in usd per share) | $ / shares | 15.59 |
Vested (in usd per share) | $ / shares | 15 |
Ending balance (in usd per share) | $ / shares | $ 17 |
Share-based compensation - Fair
Share-based compensation - Fair Value and Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
—SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average grant date fair value (in usd per share) | $ 6.95 | $ 6.71 |
Expected volatility (as a percent) | 41.70% | 43.40% |
Expected option life (in years) | 6 years | 6 years |
Risk-free interest rate (as a percent) | 4.20% | 4.10% |
—RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average grant date fair value (in usd per share) | $ 14.91 | $ 14.06 |
—PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average grant date fair value (in usd per share) | $ 16.37 | $ 15.88 |
Expected volatility (as a percent) | 31.60% | 37.70% |
Risk-free interest rate (as a percent) | 4.40% | 4.60% |
Equity - Movement in Number of
Equity - Movement in Number of Shares in Issue (Details) - shares | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance as of the beginning of the period (in shares) | 264,259,788 | 282,578,917 |
Exercise of share options (in shares) | 635,615 | 2,104,358 |
Vesting of restricted stock units, net of withholding taxes (in shares) | 857,681 | 937,102 |
Shares repurchased and cancelled (in shares) | (4,151,100) | (21,934,634) |
Balance as of the end of the period (in shares) | 261,601,984 | 263,685,743 |
Equity - Narratives (Details)
Equity - Narratives (Details) | 1 Months Ended | 6 Months Ended | |||||
Feb. 16, 2024 USD ($) $ / shares shares | Feb. 12, 2024 $ / shares shares | Feb. 29, 2024 USD ($) shares | Jun. 29, 2024 USD ($) class $ / shares shares | Jul. 01, 2023 USD ($) shares | Jul. 31, 2024 USD ($) | Dec. 30, 2023 $ / shares | |
Equity | |||||||
Number of classes of stock (class) | class | 1 | ||||||
Par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Repurchase program, authorized amount | $ 100,000,000 | ||||||
Shares repurchased and cancelled (in shares) | shares | 4,151,100 | 21,934,634 | |||||
Payments for repurchase of common stock | $ 50,300,000 | $ 251,700,000 | |||||
Subsequent Event | |||||||
Equity | |||||||
Repurchase program, authorized amount | $ 250,000,000 | ||||||
Citigroup | Affiliated Entity | |||||||
Equity | |||||||
Share price (in usd per share) | $ / shares | $ 12.045 | ||||||
Shares repurchased and cancelled (in shares) | shares | 4,151,100 | 4,151,100 | |||||
Payments for repurchase of common stock | $ 50,000,000 | $ 50,000,000 | |||||
Equity instrument, cost related transaction amount | $ 300,000 | $ 300,000 | |||||
Underwriters option | |||||||
Equity | |||||||
Issuance of shares (in shares) | shares | 2,625,000 | ||||||
Scenario, Plan | Private Placement | |||||||
Equity | |||||||
Issuance of shares (in shares) | shares | 17,500,000 | ||||||
Share price (in usd per share) | $ / shares | $ 12.045 |
Analysis of accumulated other_3
Analysis of accumulated other comprehensive (loss) income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | $ 3,495.4 | $ 3,553.6 | $ 3,543.9 | $ 3,443.6 |
Other comprehensive (loss) income, net of tax, attributable to parent | (119.1) | 87.6 | ||
Other comprehensive income (loss) | (89.6) | 6.7 | (140) | 68.3 |
Ending balance | 3,494.3 | 3,391 | 3,494.3 | 3,391 |
Accumulated OCI | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | (906.9) | (982.4) | ||
Ending balance | (1,046.9) | (914.1) | (1,046.9) | (914.1) |
Accumulated OCI attributable to shareholders | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | (865.9) | (857) | (828.5) | (917.8) |
Other comprehensive (loss) income, net of tax, attributable to parent | (120.5) | 91.9 | ||
Other comprehensive income (loss) | (83.1) | 31.1 | (120.5) | 91.9 |
Ending balance | (949) | (825.9) | (949) | (825.9) |
Post- retirement benefits | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | (15.3) | 0.6 | ||
Other comprehensive (loss) income, net of tax, attributable to parent | (1) | (4.5) | ||
Other comprehensive income (loss) | (0.9) | (1.3) | ||
Ending balance | (16.3) | (3.9) | (16.3) | (3.9) |
Foreign currency translation | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Other comprehensive (loss) income, net of tax, attributable to parent | (0.1) | (3.2) | ||
Post-retirement benefit movements | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Other comprehensive (loss) income, net of tax, attributable to parent | (0.9) | (1.3) | ||
Cumulative translation adjustment | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | (832.3) | (950) | ||
Other comprehensive (loss) income, net of tax, attributable to parent | (119) | 90.8 | ||
Other comprehensive (loss) income, net of tax, attributable to noncontrolling interest | (19.5) | (23.6) | ||
Other comprehensive income (loss) | (138.6) | 64 | ||
Ending balance | (951.3) | (859.2) | (951.3) | (859.2) |
Cash flow hedges | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | 19.1 | 31.6 | ||
Other comprehensive (loss) income, net of tax, attributable to parent | (0.5) | 5.6 | ||
Ending balance | 18.6 | 37.2 | 18.6 | 37.2 |
Non-controlling interests | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||||
Beginning balance | (78.4) | (64.6) | ||
Other comprehensive (loss) income, net of tax, attributable to noncontrolling interest | (19.5) | (23.6) | ||
Ending balance | $ (97.9) | $ (88.2) | $ (97.9) | $ (88.2) |
Related party transactions - Na
Related party transactions - Narratives (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 16, 2024 | Feb. 29, 2024 | Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Dec. 30, 2023 | |
Related Party Transaction | |||||||
Shares repurchased and cancelled (in shares) | 4,151,100 | 21,934,634 | |||||
Payments for repurchase of common stock | $ 50,300,000 | $ 251,700,000 | |||||
Affiliated Entity | |||||||
Related Party Transaction | |||||||
Payables to related parties | $ 2,900,000 | 2,900,000 | $ 3,200,000 | ||||
Affiliated Entity | Citigroup | |||||||
Related Party Transaction | |||||||
Shares repurchased and cancelled (in shares) | 4,151,100 | 4,151,100 | |||||
Payments for repurchase of common stock | $ 50,000,000 | $ 50,000,000 | |||||
Equity instrument, cost related transaction amount | $ 300,000 | $ 300,000 | |||||
Equity Method Investees | |||||||
Related Party Transaction | |||||||
Payables to related parties | 100,000 | 100,000 | $ 200,000 | ||||
Dividends received from equity method investees | $ 0 | $ 0 | $ 0 | $ 0 | |||
Support and Services Agreement | Sponsor | |||||||
Related Party Transaction | |||||||
Related party transaction, ownership percentage threshold which terminates milestone payment (as a percent) | 5% | ||||||
Related party transaction, fair value of equity threshold which terminates milestone payment | $ 25,000,000 |
Related party transactions - Pu
Related party transactions - Purchases with Equity Method Investees (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Equity Method Investees | ||||
Related Party Transaction | ||||
Purchases | $ (3.9) | $ (4.1) | $ (7.9) | $ (9.2) |
Related party transactions - Tr
Related party transactions - Transactions with Non-Gates Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Dec. 30, 2023 | |
Related Party Transaction | |||||
Net sales | $ 885.5 | $ 936.3 | $ 1,748.1 | $ 1,834 | |
Affiliated Entity | |||||
Related Party Transaction | |||||
Net sales | 9.8 | 11.8 | 19.4 | 25.1 | |
Purchases | (3.5) | $ (4) | (7.2) | $ (8.4) | |
Receivables | 4.1 | 4.1 | $ 3.2 | ||
Payables | $ (2.9) | $ (2.9) | $ (3.2) |
Commitments and contingencies -
Commitments and contingencies - Warranty Liability (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Warranty reserves | ||
Balance as of the beginning of the period | $ 15.9 | $ 17.6 |
Charge for the period | 4.7 | 4 |
Payments made | (4.4) | (4.1) |
Released during the period | 0 | (0.1) |
Foreign currency translation | (0.2) | (0.3) |
Balance as of the end of the period | $ 16 | $ 17.1 |