Gates Industrial Corp Ltd.: Form 10-Q for the period ended Sep 27, 2025

of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” above and Part I, Item 1A. “Risk Factors” in our annual report.

Our Company

We are a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. We offer a broad portfolio of products to diverse replacement channel customers, and to original equipment manufacturers (“OEM”) as specified components, with the majority of our revenue coming from replacement channels. Our products are used in applications across numerous end markets, including: automotive replacement, automotive OEM, diversified industrial, industrial off-highway, industrial on-highway, energy and resources and personal mobility. Our net sales have historically been, and remain, highly correlated with industrial activity and utilization, and not with any single end market given the diversification of our business and high exposure to replacement markets. We sell our products globally under the Gates brand, which is recognized by distributors, equipment manufacturers, installers and end users as a premium brand for quality and technological innovation; this reputation has been built over more than 110 years since Gates’ founding in 1911.

Within the diverse end markets we serve, our highly engineered products are often critical components in applications for which the cost of downtime is high relative to the cost of our products, resulting in the willingness of end users to pay a premium for superior performance and availability. These applications subject our products to normal wear and tear, resulting in natural, and often preventative, replacement cycles that drive high-margin, recurring revenue. Our product portfolio represents one of the broadest ranges of power transmission and fluid power products in the markets we serve, and we maintain long-standing relationships with a diversified group of well-known customers throughout the world. As a leading designer, manufacturer and marketer of highly engineered, mission-critical products, we have become an industry leader across most of our end markets and the regions in which we operate.

Business Trends

The diversification of our business limits our exposure to trends in any given end market. In addition, a majority of our sales are generated from customers in replacement channels, who serve primarily a large base of installed equipment that follows a natural maintenance cycle that is somewhat less susceptible to various trends that affect our end markets. Such trends include infrastructure investment and construction activity, agricultural production and related commodity prices, commercial and passenger vehicle production, miles driven and fleet age, evolving regulatory requirements related to emissions and fuel economy and oil and gas prices and production. Key indicators of our performance include industrial production, industrial sales and manufacturer shipments.

During the nine months ended September 27, 2025, sales into replacement channels accounted for approximately 68% of our total net sales. Our replacement sales cover a very broad range of applications and industries and, accordingly, are highly correlated with industrial activity and utilization and not a single end market. Replacement products are principally sold through distribution partners that may carry a very broad line of products or may specialize in products associated with a smaller set of end market applications.

During the nine months ended September 27, 2025, sales into first-fit channels accounted for approximately 32% of our total net sales. First-fit sales are to a variety of industrial and automotive customers. Our industrial first-fit customers cover a diverse range of industries and applications and many of our largest first-fit customers manufacture construction and agricultural equipment.

During the nine months ended September 27, 2025, sales in the personal mobility end market continued to experience strong growth, and our replacement channel sales grew modestly, including positive core growth in the industrial replacement channel. We continue to focus on managing our business through current economic uncertainties, improving our gross margins through our efforts of material cost savings, footprint optimization and productivity. In the first half of 2026, we expect certain one-time footprint optimization, restructuring, and system implementation costs. We anticipate these and other investments and product development in personal mobility and data center opportunities will position us to drive long term growth and margin expansion.

Our global operating footprint and worldwide sales reach expose us to risks associated with trade conflicts between the U.S. and its trading partners. Escalating global trade conflicts due to recent U.S. and retaliatory tariffs and geopolitical tensions have led to, and may continue to lead to, inflationary pressures, uncertainty, and volatility in the market and, therefore, could impact our operations, supply chain and financial performance. While we have not experienced significant disruptions to our supply chain, we have begun to experience some slower than expected demand recovery, cost increases and may incur additional costs, primarily for our businesses in North America. The global tariff regime continues to evolve and we could have additional exposures in the future. We are taking actions to mitigate the impact of tariffs through price increases and adjustments to our supply chain and operations, and intend to continue to offset any incremental tariff impacts for the remainder of the year. Whether these strategies or other effects of the tariffs will further impact customer behaviors, including future demand for our products, remains uncertain. We will continue to monitor and evaluate risks related to the tariffs and any resulting impact on macroeconomic conditions and our business.

Global conflicts, such as the conflict between Russia and Ukraine, and sanctions and counter-sanctions imposed in response, created increased economic uncertainty and operational complexity both in Europe, Middle East and Africa (“EMEA”) and globally, the impacts of which we cannot fully predict.

Results for the three and nine months ended September 27, 2025 compared to the results for the three and nine months ended September 28, 2024

Summary Gates Performance

(dollars in millions)

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

Net sales

Net sales during the three months ended September 27, 2025 were $855.7 million, compared to $830.7 million during the prior year period, an increase of 3.0%, or $25.0 million. The following table lists the primary drivers behind the change in net sales (amounts in millions):

Net sales during the nine months ended September 27, 2025 were $2,587.0 million, compared to $2,578.8 million during the prior year period, an increase of 0.3%, or $8.2 million. The following table lists the primary drivers behind the change in net sales (amounts in millions):

Cost of sales

Cost of sales for the three months ended September 27, 2025 was $514.1 million, compared to $494.9 million for the prior year period, an increase of 3.9%, or $19.2 million. The following table lists the primary drivers behind the change in cost of sales (amounts in millions):

Cost of sales for the nine months ended September 27, 2025 was $1,540.6 million, compared to $1,555.6 million for the prior year period, a decrease of 1.0%, or $15.0 million. The following table lists the primary drivers behind the change in cost of sales (amounts in millions):

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Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses for the three months ended September 27, 2025 were $219.2 million compared to $217.2 million for the prior year period. This increase of $2.0 million was driven primarily by higher restructuring-related severance expense of $2.3 million and higher labor and benefits expense of $2.0 million, partially offset by lower warranty expense of $1.8 million and lower outbound freight costs of $1.5 million.

SG&A expenses for the nine months ended September 27, 2025 were $666.6 million compared to $653.5 million for the prior year period. This increase of $13.1 million was primarily attributable to the $7.3 million of higher corporate-owned life insurance related expenses and $7.2 million gain from disposal of property, plant and equipment that occurred during the prior year partially offset by lower labor and benefits expense of $2.0 million.

Transaction-related expenses

Transaction-related expenses of $0.1 million and $0.5 million were incurred during the three and nine months ended September 27, 2025, respectively. Transaction expenses for the three months September 27, 2025 were primarily related to certain corporate transactions. Transaction expenses for the nine months ended September 27, 2025 were primarily related to certain non-recurring debt related costs and certain other corporate transactions. Transaction-related expenses of $0.5 million and $2.1 million were incurred during the prior year three and nine months ended September 28, 2024, respectively. Transaction expenses for the three months ended September 28, 2024 were primarily related to the secondary offering completed during August 2024. Transaction expenses for the nine months ended September 28, 2024 were primarily related to the debt refinancing that occurred in June 2024, the secondary offerings completed in both February and August 2024, and certain other corporate transactions.

Restructuring expenses

Restructuring expenses during the three and nine months ended September 27, 2025 included $0.3 million and $12.9 million, respectively, of severance and related benefits expense related to a global cost reduction effort. In addition, during the three and nine months ended September 27, 2025, we incurred restructuring expenses of $4.7 million related to a manufacturing reduction in force in the Americas. Other restructuring expenses incurred during the three and nine months ended September 27, 2025 were related to professional service fees, severance and related benefit costs for the relocation of production activities to Mexico. Other restructuring-related expenses incurred during the three and nine months ended September 27, 2025 were primarily costs related to general severance and related benefits, and professional service fees.

Restructuring and other restructuring-related expenses during the three and nine months ended September 28, 2024 included $1.0 million and $2.5 million, respectively, of costs related to the relocation of certain production activities in Mexico. During the three months ended September 28, 2024, we also incurred severance costs of $1.0 million related to the consolidation of production activities across certain North American plants. Other restructuring costs incurred during the three and nine months ended September 28, 2024 included legal and consulting expenses, and costs associated with prior period facility closures or relocations in several countries.

Interest expense

Our interest expense was as follows:

(dollars in millions)

Details of our long-term debt are presented in Note 12 to the condensed consolidated financial statements included elsewhere in this report. Interest expense decreased by $0.2 million and $28.4 million during the three and nine months ended September 27, 2025, respectively, when compared to the equivalent prior year period, primarily due to the $14.8 million accelerated amortization of deferred issuance costs related to the debt refinancing that occurred in June 2024, partially offset by the unfavorable impact of derivatives. Additionally, interest on debt decreased by $2.7 million and $18.3 million during the three and nine months ended September 27, 2025, respectively, when compared to the equivalent prior year period, primarily due to lower interest rates as a result of the refinancing activities executed in 2024.

Other income

Our other income was as follows:

(dollars in millions)

Other income for the three months ended September 27, 2025 was $14.3 million compared to income of $1.2 million, for the three months ended September 28, 2024. The change was primarily driven by insurance recoveries received in September 2025 as well as a decrease in foreign currency transaction losses.

Other income for the nine months ended September 27, 2025 was $5.1 million compared to income of $12.1 million, for the nine months ended September 28, 2024. The decrease in income was primarily driven by foreign currency transaction and financing- related losses in addition to lower interest income on bank deposits. This was partially offset by insurance recoveries received in September 2025.

Income tax expense

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 September 27, 2025, we had an income tax expense of $6.1 million on pre-tax income of $94.8 million, which resulted in an effective tax rate of 6.4%, compared to an income tax expense of $14.0 million on pre-tax income of $69.2 million, which resulted in an effective tax rate of 20.2%, for the three months ended September 28, 2024.

For the three months ended September 27, 2025, the effective tax rate was driven primarily by net discrete tax benefits of $13.5 million, of which $12.6 million related to uncertain tax benefits primarily due to audit settlements, $5.0 million primarily related to prior year adjustments in the U.S. and Luxembourg in which returns were filed, and $2.2 million related to changes in undistributed foreign earnings primarily in Türkiye, offset by $2.1 million related to insurance recovery, $2.0 million related to tax law changes in the U.S. and Germany, and $2.2 million of other net discrete tax expenses. For the three months ended September 28, 2024, the effective tax rate was driven primarily by discrete tax benefits of $7.8 million, of which $6.5 million related to the changes in the realizability of certain deferred tax assets, primarily related to U.S. foreign tax credit carryforwards, $3.2 million related to the loss on the deconsolidation of Russian subsidiary, offset by $1.9 million of other net discrete tax expenses.

For the nine months ended September 27, 2025, we had an income tax expense of $48.1 million on pre-tax income of $268.8 million, which resulted in an effective tax rate of 17.9%, compared to an income tax expense of $60.8 million on pre-tax income of $240.1 million, which resulted in an effective tax rate of 25.3%, for the nine months ended September 28, 2024.

For the nine months ended September 27, 2025, the effective tax rate was driven primarily by net discrete tax benefits of $20.6 million, of which $10.5 million related to uncertain tax benefits primarily due to audit settlements, $9.2 million related to excess tax benefits on stock option exercises, $8.2 million related to prior year adjustments primarily from the U.S. and various foreign jurisdictions in which returns were filed, and $2.3 million related to changes in undistributed foreign earnings, offset by $5.8 million related to changes in the realizability of certain deferred tax assets, $2.1 million related to insurance recovery, and $1.7 million related to tax law changes primarily in the U.S., Germany and Italy. For the nine months ended September 28, 2024, the net impact of discrete items was nominal, and the effective tax rate was driven primarily by jurisdictional mix of earnings.

Numerous foreign jurisdictions, including the U.K., have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development, or OECD. Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million. Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. We do not expect the provisions effective in 2025 to have a materially adverse impact on our results of operations, financial position or cash flows.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. Beginning in 2025, OBBBA reinstates an immediate deduction for domestic research and development expenses, makes permanent 100% bonus depreciation on domestic fixed assets, and modifies the business interest limitation calculation to exclude the impact of foreign earnings and domestic depreciation and amortization costs. Beginning in 2026, OBBBA also makes extensive reforms to the U.S. international tax regime. Based on current expectations in 2025, the impacts of the OBBBA are reflected in our results for the quarter ended September 27, 2025 and $3.2 million income tax expense related to OBBBA will be recognized during the year through the effective tax rate. We will continue to evaluate the full impact of OBBBA as additional guidance becomes available.

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.

Analysis by Operating Segment

Power Transmission (62.3% and 62.3%, respectively, of Gates’ net sales for the three and nine months ended September 27, 2025)

(dollars in millions)

(dollars in millions)

Net sales in Power Transmission for the three months ended September 27, 2025 increased by 3.9%, or $19.9 million, compared to the prior year period, driven primarily by benefits from pricing of $12.6 million, partially offset by lower volumes. Our net sales for the three months ended September 27, 2025 were favorably impacted by movements in average currency exchange rates of $8.3 million. As such, core sales increased by 2.3%, or $11.6 million, compared to the prior year period.

Net sales in Power Transmission for the nine months ended September 27, 2025 increased by 1.4%, or $22.5 million, compared to the prior year period, driven primarily by benefits from pricing of $23.0 million, and an increase in volume. Our net sales for the nine months ended September 27, 2025 were adversely impacted by movements in average currency exchange rates of $3.4 million. As such, core sales increased by 1.6%, or $25.9 million, compared to the prior year period.

Power Transmission’s core sales to industrial customers increased by 4.7% and 4.1% during the three and nine months ended September 27, 2025, respectively, compared to the prior year periods. Industrial OEM sales increased by 8.4% and 9.6%, respectively, during the three and nine months ended September 27, 2025 compared to the prior year periods, particularly in EMEA. The growth in industrial sales were across multiple end markets, led by personal mobility, which grew 22.1% and 27.2% during the three and nine months ended September 27, 2025, respectively, primarily focused in EMEA. The automotive channel remained relatively flat for the three and nine months ended September 27, 2025, with automotive replacement growth partially offset by decreasing demands from automotive OEM.

Power Transmission Adjusted EBITDA for the three months ended September 27, 2025 increased by 8.1%, or $9.1 million, compared to the prior year period, driven primarily by benefits from pricing and favorable impacts in average currency exchange rates, partially offset by lower absorption of fixed costs. As a result, Adjusted EBITDA margin was 22.9%, a 90 basis point improvement from the prior year period.

Power Transmission Adjusted EBITDA for the nine months ended September 27, 2025 increased by 1.6%, or $5.8 million, compared to the prior year period. This increase was driven primarily by benefits from pricing, partially offset by lower absorption of fixed costs and higher SG&A expenses. As a result, Adjusted EBITDA margin was 22.5%, a 10 basis point improvement compared to the prior year period.

Fluid Power (37.7% and 37.7%, respectively, of Gates’ net sales for the three and nine months ended September 27, 2025)

(dollars in millions)

(dollars in millions)

Net sales in Fluid Power for the three months ended September 27, 2025 increased by 1.6%, or $5.1 million, compared to the prior year period, driven primarily by benefits from pricing of $10.5 million, partially offset by lower volumes. Our net sales were favorably impacted by movements in average currency exchange rates of $2.9 million. As such, core sales increased by 0.7%, or $2.2 million, compared to the prior year period.

Net sales in Fluid Power for the nine months ended September 27, 2025 decreased by 1.4%, or $14.3 million, compared to the prior year period, driven primarily by a decrease in volume, partially offset by a $19.4 million benefit from pricing. Our net sales were adversely impacted by movements in average currency exchange rates of $8.3 million. As such, core sales decreased by 0.6%, or $6.0 million, compared to the prior year period.

Fluid Power’s core sales to our automotive channel increased by 10.5%, while sales in our industrial channel declined by 2.8% during the three months ended September 27, 2025. Fluid Power’s core sales growth in the automotive channel was focused in North America, which experienced a 9.0% increase during the three months ended September 27, 2025. The decline in the industrial channel was primarily attributed to North America, partially offset by growth from East Asia and India. During the nine months ended September 27, 2025, the decline of Fluid Power’s core sales of 0.6% was primarily attributable to a 3.7% decrease in the industrial channel sales compared to the prior year period, primarily driven by the on-highway end market. The decline in industrial sales was partially offset by an 8.5% increase in sales to our automotive customers for the nine months ended September 27, 2025, primarily from North America and EMEA, whose sales increased by 6.2% and 16.3%, respectively.

Fluid Power Adjusted EBITDA for the three months ended September 27, 2025 increased by 6.0%, or $4.2 million, compared to the prior year period, driven primarily by benefits from pricing and lower SG&A expense, partially offset by lower absorption of fixed costs. As a result, the Adjusted EBITDA margin was 22.9%, a 100 basis point improvement from the prior year period.

Fluid Power Adjusted EBITDA for the nine months ended September 27, 2025 decreased by 1.7%, or $3.8 million, compared to the prior year period. This decrease was driven primarily by a combination of lower absorption of fixed costs and volumes, partially offset by pricing. As a result, the Adjusted EBITDA margin was 22.6%, a 10 basis points decline compared to the prior year period.

Liquidity and Capital Resources

Treasury Responsibilities and Philosophy

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

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

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

It is our policy to retain sufficient liquidity throughout the capital expenditure cycle to maintain our financial flexibility. We do not have any meaningful debt maturities until 2029; however, we regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure, and may refinance all or a portion of our indebtedness on or before maturity. We do not anticipate any material long-term deterioration in our overall liquidity position in the foreseeable future, and believe that we have adequate liquidity and capital resources for the next twelve months.

Cash Flow

Nine months ended September 27, 2025 compared to the nine months ended September 28, 2024

Cash provided by operating activities was $208.3 million during the nine months ended September 27, 2025 compared to cash provided by operating activities of $188.7 million during the prior year period, primarily driven by a $41.2 million increase in net income and an $18.8 million decrease in deferred income taxes compared to the prior year period. This was partially offset by a $40.3 million unfavorable movement in operating assets and liabilities.

Net cash used in investing activities during the nine months ended September 27, 2025 was $86.9 million, compared to $80.3 million in the prior year period. The increase of cash used in investing activities was primarily driven by a $13.8 million increase in net cash paid under company-owned life insurance policies, increased capital expenditures of $7.1 million, and $8.8 million fewer proceeds from the sale of property, plant and equipment compared to the prior year period. The increase in cash used in investing activities was partially offset by a $12.5 million cash derecognition from the deconsolidation of our Russian subsidiary and $11.3 million of investment purchases made during the prior year period.

Net cash used in financing activities was $134.9 million during the nine months ended September 27, 2025, compared to $253.5 million in the prior year period. Current year outflows were primarily related to $114.1 million of debt repayment, $20.1 million of employee taxes paid from shares withheld and $13.0 million paid to acquire shares under our share repurchase program. This was partially offset by $9.8 million from issuance of shares and $9.0 million from other financing activities.

Indebtedness

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

(dollars in millions)

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We refer to the term loans denominated in U.S. dollars as the “Dollar Term Loans” and the unsecured senior notes denominated in U.S. dollars as the “Dollar Senior Notes”. The Dollar Term Loans that were issued on February 24, 2021 are referred to as the “2021 Dollar Term Loans”, which were extinguished on June 4, 2024. The new tranche of dollar term loans that were issued on June 4, 2024 are referred to as the “2024 Dollar Term Loans”, and the Dollar Term Loans that were issued on November 16, 2022 and repriced on June 4, 2024 are referred to as the “2022 Dollar Term Loans.” Details of our long-term debt are presented in Note 12 to the condensed consolidated financial statements included elsewhere in this quarterly report.

Debt issuances and redemptions

On June 4, 2024, we entered into an amendment to our credit agreement governing our term loans and our secured revolving credit facility. As part of this amendment, we upsized the revolving credit commitments and issued the 2024 Dollar Term Loans. The proceeds of the 2024 Dollar Term Loans were used to extinguish the entire outstanding principal balance of the 2021 Dollar Term Loans plus $1.1 million of accrued interest and to redeem a portion of the Dollar Senior Notes due 2026 (as defined below). 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 repayment of our 2021 Dollar Term Loans resulted in the accelerated recognition of $11.2 million of deferred issuance costs (recognized in interest expense).

On June 4, 2024, we also issued new Dollar Senior Notes due 2029 of $500.0 million (the “Dollar Senior Notes due 2029”), and fully redeemed our existing Dollar Senior Notes due 2026 of $568.0 million aggregate principal amount (the “Dollar Senior Notes due 2026”), which included the payment of $13.7 million of accrued interest thereon. We issued the Dollar Senior Notes due 2029 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 Dollar Senior Notes due 2029 using the effective interest method. The redemption of our Dollar Senior Notes due 2026 resulted in the accelerated recognition of $2.6 million of deferred issuance costs (recognized in interest expense).

Amendments to credit agreements

On January 21, 2025, we amended our credit agreement to lower the margin with respect to the Revolving Credit Loans by 50 basis points compared to the previous term. The Revolving Credit Loans bear interest at our option either Term SOFR (subject to a floor of —%) plus a margin of 1.75% per annum or the base rate plus 0.75% per annum. The applicable margin for the Revolving Credit Facility borrowings will be subject to one 25 basis point step down determined in accordance with Gates Industrial Holdco Limited achieving a certain consolidated first lien net leverage level.

On December 10, 2024, we amended our credit agreement to lower the margin with respect to the 2022 Dollar Term Loans and 2024 Dollar Term Loans by 50 basis points compared to the previous term. The 2022 Dollar Term Loans and 2024 Dollar Term Loans bear interest, at our option at, either Term SOFR (subject to a floor of 0.50%), plus a margin of 1.75% per annum, or the base rate (subject to a floor of 1.50%) plus 0.75% per annum.

On June 4, 2024, we amended the 2022 Dollar Term Loans’ interest rate to be, at our option, either Term SOFR (subject to a floor of 0.50%), plus a margin of 2.25% per annum or the base rate (subject to a 1.50% per annum floor), plus 1.25% per annum.

On June 4, 2024, as part of an 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 Dollar Senior Notes due 2029 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 July 3, 2014 (as amended and restated).

Non-guarantor subsidiaries

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

For the twelve months ended September 27, 2025, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 70% of our net sales and 50% of our EBITDA as defined in the financial covenants attaching to the senior secured credit facilities. As of September 27, 2025, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 69% of our total assets and approximately 28% of our total liabilities.

Borrowing Headroom

On June 4, 2024, we extinguished our asset-backed revolving credit facility as discussed further in Note 12 to the condensed consolidated financial statements included elsewhere in this quarterly report. As part of an amendment to our credit agreement, we increased borrowing capacity under our secured revolving credit facility that provides for multi-currency revolving loans 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 Dollar Senior Notes due 2029 are outstanding. As of September 27, 2025, there were letters of credit outstanding against the facility amounting to $29.7 million. As of September 27, 2025, our total committed borrowing headroom was $470.3 million, in addition to cash and cash equivalents balances of $689.4 million.

Non-GAAP Measures

Adjusted EBITDA

Management uses “Adjusted EBITDA” as its key profitability measure. Adjusted EBITDA is a non-GAAP measure that represents Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), adjusted for certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. We use Adjusted EBITDA as our measure of segment profitability to assess the performance of our businesses, and it is used for total Gates as well because we believe it is important to consider our profitability on a basis that is consistent with that of our operating segments, as well as that of certain of our peer companies. We believe that Adjusted EBITDA should, therefore, be made available to securities analysts, investors and other interested parties to assist in their assessment of the performance of our businesses.

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

We exclude from Adjusted EBITDA acquisition-related costs that are required to be expensed in accordance with U.S. GAAP. We also exclude costs associated with major corporate transactions because we do not believe that they relate to our performance. Other items are excluded from Adjusted EBITDA because they are individually or collectively significant items that are not considered to be representative of the underlying performance of our 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;
• inventory adjustments related to certain inventories accounted for on a LIFO basis;
• transaction-related expenses incurred in relation to major corporate transactions, including the acquisition of businesses and related integration activities, and equity and debt transactions;
• asset impairments;
• restructuring expenses, including severance and restructuring-related expenses;
• loss on deconsolidation of Russian subsidiary;
• credit gain related to a customer bankruptcy; and
• other expenses (income), excluding foreign currency transaction gain or loss and insurance recoveries.

We excluded changes in the LIFO inventory reserve recognized in cost of sales for certain inventories that are valued on a LIFO basis. During inflationary or deflationary pricing environments, LIFO adjustments can result in variability of the cost of sales recognized each period as the most recent costs are matched against current sales, while historical, typically lower, costs are retained in inventory. LIFO adjustments are determined based on published pricing indices, which often are not representative of the actual cost changes or timing of those changes as experienced by our business. Excluding the impact from the application of LIFO therefore improves the comparability of our financial performance from period to period and with the Company’s peers, and more closely represents the physical flow of our inventory and how we manage the business.

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

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

(dollars in millions)

(1) In July 2022, as a result of the conflict between Russia and Ukraine, Gates suspended our operations in Russia. As of September 28, 2024, we deconsolidated the Russian subsidiary upon loss of control and recognized a deconsolidation loss.

(2) 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.

(3) Inventory write-offs and adjustments include the reversal of the adjustment to remeasure certain inventories on a LIFO basis.

(4) Other (income) expenses excludes foreign currency transaction losses and insurance recoveries of $9.9 million and $7.8 million during the three and nine months ended September 27, 2025, respectively, and foreign currency transaction loss of $2.7 million and $3.6 million gain during the three and nine months ended September 28, 2024, respectively.

(5) In July 2025, we received insurance recoveries related to a previously disclosed cybersecurity incident that occurred in February 2023 for which we previously excluded $5.2 million of expenses from Adjusted EBITDA.

Core sales growth reconciliations

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

(dollars in millions)

(dollars in millions)

43

Adjusted EBITDA adjustments for ratio calculation purposes

The financial maintenance ratio in our credit agreement and other ratios related to incurrence-based covenants (measured only upon the taking of certain actions, including the incurrence of additional indebtedness) under our credit agreement governing our revolving credit facility and our term loan facility and the indenture governing our outstanding notes are calculated in part based on financial measures similar to Adjusted EBITDA as presented elsewhere in this report, which financial measures are determined at the Gates Industrial Holdco Limited level and adjust for certain additional items such as severance costs, the pro forma impacts of acquisitions and the pro forma impacts of cost-saving initiatives. These additional adjustments during the twelve months ended September 27, 2025, as calculated pursuant to such agreements, resulted in a net benefit to Adjusted EBITDA for ratio calculation purposes of $9.2 million. Pursuant to the terms of the credit agreement governing our revolving credit facility and term loans, the Company may not, subject to certain exceptions, permit its Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement) to exceed 4.50 to 1.00 as of the end of the test period if borrowings under the revolving credit facility exceed a certain threshold. Pursuant to the credit agreement, this ratio is defined as Consolidated First Lien Net Debt (as defined in the credit agreement) divided by Consolidated EBITDA (as defined in the credit agreement). For a description of the other material terms related to our debt agreements, please refer to Note 12 to the condensed consolidated financial statements included elsewhere in this report, and for a discussion of risks related to the compliance or non-compliance with the covenants described herein on the Company’s financial condition and liquidity, please refer to the factors described in Item 1A. “Risk Factors—Risks Related to Our Indebtedness” in Part I of the annual report. During the periods covered by the condensed consolidated financial statements included in this report, we were in compliance with the financial covenant and had no borrowing on the revolving credit facility.

Gates Industrial Corporation plc is not an obligor under our revolving credit facility, our term loan facility or the indenture governing our outstanding notes. Gates Industrial Holdco Limited, a direct wholly-owned subsidiary of Gates Industrial Corporation plc, is the parent guarantor under our revolving credit facility, our term loan facility, and our outstanding notes. The only significant differences between the results of operations and net assets that would be shown in the consolidated financial statements of Gates Industrial Holdco Limited and those for the Company that are included elsewhere in this report are (i) an additional net intercompany loan receivable due to Gates Industrial Holdco and its subsidiaries from the Company, which was $218.7 million and $258.4 million as of September 27, 2025 and December 28, 2024, respectively, (ii) an additional intercompany payable of $12.0 million as of September 27, 2025 and an intercompany payable of $6.6 million as of December 28, 2024, due to Gates Industrial Holdco Limited and its subsidiaries from the Company attributable to UK tax group relief, and (iii) an additional cash and cash equivalents held by the Company, which was $8.8 million and $10.6 million as of September 27, 2025 and December 28, 2024, respectively.

Critical Accounting Estimates and Judgments

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period.

Please refer to “Critical Accounting Estimates and Judgments” described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, as filed with the SEC, from which there have been no material changes.

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

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that, as of September 27, 2025, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2025, and in Item 1A “Risk Factors” in Part I of the Company’s annual report, which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in these filings are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the reports described above.