Gates Industrial Corp plc
For the period ended Dec 30, 2023. Filed Feb 8, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 8, 2024
GTES$25.09-0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
The financial statements filed as part of this report are indexed below. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included.
Index to Financial Statements
| Audited Consolidated Financial Statements of Gates Industrial Corporation plc and its subsidiaries: | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-1 |
| Consolidated Statements of Operations for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | F-3 |
| Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | F-4 |
| Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022 | F-5 |
| Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | F-6 |
| Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 30, 2023, December 31, 2022, January 1, 2022 | F-7 |
| Notes to the Consolidated Financial Statements | F-8 |
Exhibits
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 3.1 | Certificate of Incorporation of Gates Industrial Corporation plc | S-1 | 3.1 | 1/8/2018 |
| 3.2 | Articles of Association of Gates Industrial Corporation plc, effective October 7, 2019 | 10-Q | 3.2 | 11/6/2019 |
| 4.1 | Description of Securities of Gates Industrial Corporation plc | 10-K | 4.1 | 2/10/2021 |
| 4.2 | Indenture, dated as of November 22, 2019, by and among Gates Global LLC, Gates Corporation, the subsidiary guarantors named on the signature pages thereto and U.S. Bank National Association, as trustee, which includes the Form of 6.25% Senior Notes due 2026 | 8-K | 4.1 | 11/27/2019 |
| 10.1 | Shareholders Agreement | 8-K | 10.1 | 1/29/2018 |
| 10.2 | Registration Rights Agreement | 8-K | 10.2 | 1/29/2018 |
| 10.3 | Monitoring Fee Agreement | 8-K | 10.3 | 1/29/2018 |
| 10.4 | Support and Services Agreement | 8-K | 10.4 | 1/29/2018 |
| 10.5 | Agreement for the Provision of Depositary Services and Custody Services in respect of Gates Industrial Corporation plc Depositary Receipts | 8-K | 10.5 | 1/29/2018 |
| 10.6 | Second Amended and Restated Credit Agreement, dated as of November 18, 2021, among the U.S. Borrower, the Canadian Borrower, the other guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent and the other parties and lenders party thereto | 8-K | 10.2 | 11/22/2021 |
| 10.7 | Amendment No. 1, dated as of March 1, 2023, to the Second Amended and Restated Credit Agreement, dated as of November 18, 2021, among the U.S. Borrower, the Canadian Borrower, the other guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent and the other parties and lenders | 10-Q | 10.2 | 5/4/2023 |
| 10.8 | Credit Agreement, dated as of July 3, 2014, among Omaha Holdings LLC, Gates Global LLC, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the lenders party thereto | S-1 | 10.18 | 12/27/2017 |
| 10.9 | Amendment No. 1 to Credit Agreement, dated as of April 7, 2017, among Omaha Holdings LLC, Gates Global LLC, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as the additional B-1 euro term lender and additional B-1 dollar term lender | S-1 | 10.19 | 12/27/2017 |
| 10.10 | Amendment No. 2 to Credit Agreement, dated as of November 22, 2017, among Omaha Holdings LLC, Gates Global LLC, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as the additional B-2 euro term lender and additional B-2 dollar term lender | S-1 | 10.20 | 12/27/2017 |
| 10.11 | Amendment No. 3, dated as of January 24, 2018, to the Credit Agreement dated as of July 3, 2014 among the Borrower, Omaha Holdings LLC, Gates Global LLC, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto | 8-K | 10.6 | 1/29/2018 |
| 10.12 | Amendment No. 4, dated as of February 24, 2021, to the Credit Agreement dated as of July 3, 2014 among the Borrower, Omaha Holdings LLC, the other guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other parties and lenders party thereto | 8-K | 10.1 | 3/1/2021 |
| 10.13 | Amendment No. 5, dated as of November 18, 2021, to the Credit Agreement, dated as of July 3, 2014 among the U.S. Borrower, Omaha Holdings LLC, the other guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other parties and lenders party thereto | 8-K | 10.1 | 11/22/2021 |
| 10.14 | Amendment No. 6, dated as of November 16, 2022, to the Credit Agreement dated as of July 3, 2014 among the Borrower, Omaha Holdings LLC, the other guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties and lenders party thereto | 8-K | 10.1 | 11/21/2022 |
| 10.15 | Amendment No. 7, dated as of March 1, 2023, to the Credit Agreement dated as of July 3, 2014 among the Borrower, Omaha Holdings LLC, the other guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties and lenders party thereto | 10-Q | 10.1 | 5/4/2023 |
| 10.16 | Amendment No. 8, dated as of October 10, 2023, to the Credit Agreement dated as of July 3, 2014 among Omaha Holdings LLC, Gates Global LLC, Gates Corporation, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto | 10-Q | 10.1 | 11/3/2023 |
| 10.17 | ABL Intercreditor Agreement, dated as of July 3, 2014, among Citibank, N.A., as ABL agent, Credit Suisse AG, Cayman Islands Branch, as cash flow agent, Gates Global LLC, Omaha Holdings LLC and the other grantors party thereto | S-1 | 10.23 | 12/27/2017 |
| 10.18 | Security Agreement, dated as of July 3, 2014, among Omaha Holdings LLC, Gates Global LLC, the other grantors party thereto and Citibank, N.A., as collateral agent for the secured parties | S-1 | 10.24 | 12/27/2017 |
| 10.19 | Security Agreement, dated as of July 3, 2014, among Tomkins Automotive Canada Limited, Gates Canada Inc. and Citibank, N.A., as collateral agent for the secured parties | S-1 | 10.25 | 12/27/2017 |
| 10.20 | Security Agreement, dated as of July 3, 2014, among Omaha Holdings LLC, Gates Global LLC, the other grantors party thereto and Credit Suisse AG, Cayman Islands Branch, as collateral agent for the secured parties | S-1 | 10.26 | 12/27/2017 |
| 10.21 | Gates Industrial Corporation plc 2014 Stock Incentive Plan† | 10-K | 10.15 | 2/14/2019 |
| 10.22 | Form of Nonqualified Stock Option Agreement under the Gates Industrial Corporation plc 2014 Stock Incentive Plan (Pre-2017 grants to Ivo Jurek)† | 10-K | 10.16 | 2/14/2019 |
| 10.23 | Form of Nonqualified Stock Option Agreement under the Gates Industrial Corporation plc 2014 Stock Incentive Plan (Pre-2017 grant to Tom Pitstick)† | 10-K | 10.17 | 2/14/2019 |
| 10.24 | Form of Nonqualified Stock Option Agreement under the Gates Industrial Corporation plc 2014 Stock Incentive Plan (2017 grant to Ivo Jurek)† | 10-K | 10.18 | 2/14/2019 |
| 10.25 | Form of Nonqualified Stock Option Agreement under the Gates Industrial Corporation plc 2014 Stock Incentive Plan (2017 grant to Tom Pitstick)† | 10-K | 10.19 | 2/14/2019 |
| 10.26 | Form of Management Equity Subscription Agreement under the Gates Industrial Corporation plc 2014 Stock Incentive Plan† | 10-K | 10.20 | 2/14/2019 |
| 10.27 | Gates Industrial Corporation plc 2015 Non-Employee Director Stock Incentive Plan† | 10-K | 10.21 | 2/14/2019 |
| 10.28 | Form of Nonqualified Stock Option Agreement under the Gates Industrial Corporation plc 2015 Non-Employee Director Stock Incentive Plan† | 10-K | 10.22 | 2/14/2019 |
| 10.29 | Gates Industrial Corporation plc 2018 Omnibus Incentive Plan† | 10-Q | 10.1 | 11/2/2018 |
| 10.30 | Form of Option Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan† | 10-Q | 10.2 | 5/3/2018 |
| 10.31 | Form of Time-Based Restricted Stock Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan† | 10-Q | 10.2 | 11/2/2018 |
| 10.32 | Form of Time-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Non-Employee Director)† | 10-Q | 10.3 | 11/2/2018 |
| 10.33 | Form of Time-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Employee)† | 10-Q | 10.4 | 11/2/2018 |
| 10.34 | Form of Stock Appreciation Right Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan† | 10-Q | 10.5 | 11/2/2018 |
| 10.35 | Form of Option Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (3 yr.)† | 10-Q | 10.1 | 5/8/2019 |
| 10.36 | Form of Time-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Employee)† | 10-Q | 10.2 | 5/8/2019 |
| 10.37 | Form of Time-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Non-Employee Director)† | 10-Q | 10.3 | 5/8/2019 |
| 10.38 | Form of Performance-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan† | 10-Q | 10.4 | 5/8/2019 |
| 10.39 | Special Option Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (5 yr.)† | 10-Q | 10.5 | 5/8/2019 |
| 10.40 | Form of Time-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Executive Officer), effective January 1, 2020.† | 10-K | 10.34 | 2/21/2020 |
| 10.41 | Form of Option Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (Executive Officer), effective January 1, 2020.† | 10-K | 10.35 | 2/21/2020 |
| 10.42 | Form of Performance-Based Restricted Stock Unit Agreement under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan, effective January 1, 2020.† | 10-K | 10.36 | 2/21/2020 |
| 10.43 | Gates Corporation Supplemental Retirement Plan, amended and restated effective March 8, 2018† | 10-Q | 10.1 | 5/3/2018 |
| 10.44 | Form of Director and Officer Deed of Indemnity† | S-1 | 10.12 | 1/8/2018 |
| 10.45 | Form of Executive Severance Plan† | S-1 | 10.15 | 12/27/2017 |
| 10.46 | Form of Executive Change in Control Plan† | S-1 | 10.16 | 12/27/2017 |
| 21.1 | Subsidiaries of the Registrant* | |||
| 23.1 | Consent of Deloitte & Touche LLP* | |||
| 31.1 | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||
| 31.2 | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||
| 32.1 | Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |||
| 97.1 | Incentive Clawback Policy (including form of Agreement)†* | |||
| 99.1 | Section 13(r) Disclosure* | |||
| 101 | The following financial information from Gates Industrial Corporation's Annual Report on Form 10-K for the year ended December 30, 2023, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations for the years end ended December 30, 2023, December 31, 2022 and January 1, 2022 (ii) Consolidated Statements of Comprehensive Income for the years ended December 30, 2023, December 31, 2022 and January 1, 2022 (iii) Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the years ended December 30, 2023, December 31, 2022 and January 1, 2022 (v) Consolidated Statements of Shareholders' Equity for the years ended December 30, 2023, December 31, 2022 and January 1, 2022, and (vi) Notes to the Consolidated Financial Statements.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) |
- Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.