Gates Industrial Reports Strong Fourth-Quarter and Full-Year 2017 Results

Gates Industrial Reports Strong Fourth-Quarter and Full-Year 2017 Results

Fourth-Quarter 2017 Highlights

- Record fourth-quarter sales of $781.8 million, a 17.1% increase over prior-year quarter

- Net income of $118.8 million, compared to prior-year quarter net income of $9.9 million

- Adjusted EBITDA of $173.0 million, a fourth-quarter record, and Adjusted EBITDA Margin of 22.1%

- Acquired Atlas Hydraulics ("Atlas"), a fully-integrated North American producer of hydraulic tube and hose assemblies, strengthening Gates' position in the fluid power market

Full-Year 2017 Highlights

- Sales increased 10.7% from the prior year to over $3.0 billion

- Net income of $151.3 million compared to $57.7 million in 2016

- Record full-year Adjusted EBITDA of $669.1 million and Adjusted EBITDA Margin of 22.0%

- Strong cash generation resulting in improved leverage metrics

- Initiating guidance for full-year revenue and Adjusted EBITDA

DENVER, March 13, 2018 /PRNewswire/ --­ Gates Industrial Corporation plc (NYSE:GTES), a leading global provider of application-specific fluid power and power transmission solutions, today reported results for the fourth quarter and full year ended December 30, 2017.

Ivo Jurek, Gates Industrial's Chief Executive Officer, commented, "We are pleased to report our full-year 2017 results, our first as a public company. We delivered a solid year of performance with greater than 60% of net sales generated from high-margin replacement channels along with another year of double-digit growth in emerging markets. Core revenue growth, which excludes the impact of foreign currency translation and acquisitions completed in the last 12 months, was approximately 9% for the quarter and full year, reflecting strong global industrial end market demand along with our product development and commercial capabilities. Our results demonstrate the ability to grow revenue and expand margin while continuing to invest in the business. This led to gross margin in excess of 40% and Adjusted EBITDA Margin expansion of 50 basis points to 22.2% in 2017, excluding the impact of acquisitions. Since beginning our transformation in 2015, we have generated sustainable productivity gains as our manufacturing, procurement and pricing actions have offset inflation and expanded our gross margin, while also improving safety and quality."

Mr. Jurek continued, "We are very focused on delivering profitable growth over the long-term. In 2018, we expect improved demand in many global industrial end markets fueled by urbanization, acceleration of industrial automation, infrastructure investments and the increasing importance of energy efficiency. Amid this backdrop, we are confident in our targeted 2018 outlook for mid-single-digit core revenue growth helping to drive double-digit gains in Adjusted EBITDA. We look forward to executing our plan, generating additional cash flow and driving further reduction of our leverage. Long-term, we are committed to delivering on our growth plans and focused on creating shareholder value."

Fourth-Quarter and Full-Year Financial Results

Fourth-quarter net revenues of $781.8 million grew 17.1% over the prior-year quarter, including 9.1% core growth, primarily reflecting an improved demand environment in many of the industrial end markets served and progress on growth initiatives, 4.8% growth from acquisitions and 3.2% growth from foreign currency translation. Net revenues for the full year increased $294.7 million, or 10.7%, to over $3.0 billion, compared to $2.7 billion in the prior year. Industrial end markets grew across all regions for the fourth quarter and full year.

Net income in the fourth quarter was $118.8 million, compared to the prior-year quarter net income of $9.9 million. Full-year net income increased $93.6 million to $151.3 million, compared to $57.7 million in the prior year. Fourth-quarter and full-year 2017 net income included a net tax benefit of $118.2 million associated with U.S. tax reform, primarily driven by the revaluation of U.S. deferred tax liabilities, partially offset by a repatriation tax charge. Adjusted Net Income in the fourth quarter was $56.0 million, compared to prior-year quarter Adjusted Net Income of $48.6 million. Full-year 2017 Adjusted Net Income increased to $209.5 million, compared to $185.0 million in the prior year.

Adjusted EBITDA in the fourth quarter was $173.0 million, or 22.1% of sales, up 17% compared to $147.9 million in the prior-year quarter. Adjusted EBITDA increased $74.2 million, or 12.5%, to $669.1 million, compared to $594.9 million in 2016. Excluding acquisitions, Adjusted EBITDA Margin expanded by approximately 50 basis points to 22.6% in the fourth quarter and approximately 50 basis points to 22.2% in the full year.

    Power Transmission Segment Results


    (USD in
     millions)                         Q4 2017        % Change         % Core        FY 2017            % Change            % Core
                                                                       Change                                               Change
    ---                                                                ------                                               ------

    Sales                                      $513.1           +12.8%        +9.1%          $2,009.4               +7.9%          +7.3%
    -----                                      ------            -----          ----           --------                ----            ----

    Adjusted
     EBITDA                                     115.5           +21.6%            -             458.1              +12.1%              -
    --------                                    -----            -----           ---             -----               -----             ---

    Adjusted
     EBITDA
     Margin                                     22.5% +163 bps                   -             22.8%     +86 bps                     -
    --------                                     ----  --------                 ---              ----      -------                   ---

Power Transmission sales increased for the fourth quarter and full year, reflecting strong core revenue growth driven by increased demand in industrial end markets and execution of initiatives. The segment delivered solid performance across all end markets, with particular strength in the Construction, Agriculture and General Industrial end markets.

Adjusted EBITDA grew double-digits, resulting in Adjusted EBITDA Margin expansion throughout the year, attributable to strong volume along with manufacturing efficiencies and pricing initiatives.

    Fluid Power Segment Results


    (USD in
     millions)                  Q4 2017        % Change          % Core        FY 2017            % Change            % Core
                                                                 Change                                               Change
    ---                                                          ------                                               ------

    Sales                               $268.7            +26.3%        +9.1%          $1,032.3              +16.7%          +12.6%
    -----                               ------             -----          ----           --------               -----            -----

    Adjusted EBITDA                       57.5             +8.7%            -             211.0              +13.2%               -
    ---------------                       ----              ----           ---             -----               -----              ---

    Adjusted EBITDA
     Margin                              21.4% (346) bps                   -             20.4%    (63) bps                      -
    ---------------                       ----  ---------                 ---              ----     --------                    ---

    Adjusted EBITDA
     Margin,
     excluding
     acquisitions                        22.9% (192) bps                   -             21.0%     (9) bps                      -
    ---------------                       ----  ---------                 ---              ----      -------                    ---

Fluid Power recorded solid core sales growth during 2017 driven by strong industrial end market demand, emerging markets and execution of growth initiatives. Core revenue growth included double-digit expansion in the Construction, Oil & Gas and General Industrial end markets. Acquisitions, including the addition of Atlas in the fourth quarter of 2017, provided additional sales growth.

Adjusted EBITDA Margins were unfavorably impacted by the acquisitions completed in 2017, which decreased segment Adjusted EBITDA Margin by 154 basis points in the fourth quarter and 54 basis points for the full year 2017.

Liquidity and Capital Resources

During full-year 2017, the Company generated $313.5 million of cash flow from operating activities and invested $111.1 million in capital expenditures, a large portion of which represented investment in new manufacturing plants in its fluid power segment, resulting in Free Cash Flow of $202.4 million. Free Cash Flow declined compared to the prior year largely as a result of significant investments in new plants, a build-up of inventory to support expanding customer demand and a one-time tax refund in 2016.

At December 30, 2017, the Company had total cash of $564.4 million and total outstanding debt of $3.956 billion. In January 2018, the Company completed its initial public offering, raising net proceeds of $799.2 million. The net proceeds were used, along with cash on hand, to repay approximately $907.8 million of outstanding debt, plus applicable premiums and unpaid interest, resulting in significantly improved leverage metrics. Upon completion of the offering the Company had 289,749,605 basic shares outstanding and 294,765,828 diluted shares.

2018 Outlook

Based on continued strength in core industrial end markets, the significant potential to further penetrate highly fragmented core markets, and our broad emerging market exposure, the Company expects full-year 2018 net revenue growth to be in the range of 7.5% to 10.5%, with core revenue growth in the range of 5.0% to 6.0%. The Company anticipates higher net revenues, combined with manufacturing, procurement and pricing initiatives, to deliver Adjusted EBITDA in the range of $735 million to $755 million, representing double-digit year-over-year growth and continued margin expansion.

Conference Call and Webcast

Gates Industrial Corporation plc will host a conference call today at 5:00 pm ET to discuss the Company's financial results. The conference call can be accessed by dialing (866) 393-4306 (domestic) or +1 (734) 385-2616 (international) and requesting the Gates Industrial Corporation Fourth Quarter and Full Year 2017 Earnings Conference Call. A webcast of the conference call and accompanying presentation materials can be accessed through Gates Industrial's website at investors.gates.com. An audio replay of the conference call can be accessed by dialing (855) 859-2056 (domestic) or +1 (404) 537-3406 (international), and providing the passcode 1386669, or by accessing Gates Industrial's website at investors.gates.com.

About Gates Industrial Corporation plc

Gates is a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. Gates offers a broad portfolio of products to diverse replacement channel customers, and to original equipment ("first-fit") manufacturers as specified components. Gates participates in many sectors of the industrial and consumer markets. Our products play essential roles in a diverse range of applications across a wide variety of end markets ranging from harsh and hazardous industries such as agriculture, construction, manufacturing and energy, to everyday consumer applications such as printers, power washers, automatic doors and vacuum cleaners and virtually every form of transportation. Our products are sold in 128 countries across our four commercial regions: the Americas; Europe, Middle East & Africa; Greater China; and East Asia & India.

Forward Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Statements relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risk, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled "Risk Factors" in Gates' prospectus dated January 24, 2018, as filed with the Securities and Exchange Commission ("SEC") and the following: conditions in the global and regional economy and the major end markets we serve; economic, political and other risks associated with international operations; availability of raw materials at favorable prices and in sufficient quantities; changes in our relationships with, or the financial condition, performance, purchasing power or inventory levels of, key channel partners; competition in all areas of our business; continued operation of our manufacturing facilities; exchange rate fluctuations; enforcement of our intellectual property rights; work stoppages and other labor matters; changes in legislative, regulatory and legal developments involving taxes and other matters; our substantial leverage; and the significant influence of our majority shareholder, The Blackstone Group L.P., over us, as such factors may be updated from time to time in its periodic filings with the SEC which are accessible on the SEC's website at www.sec.gov. Gates undertakes no obligation to update or supplement any forward-looking statements as a result of new information, future events or otherwise, except as required by law.

    GATES INDUSTRIAL CORPORATION PLC

    CONSOLIDATED STATEMENTS OF OPERATIONS

    (UNAUDITED)


                                                For the              For the
                                          Three Months Ended       Year Ended
                                          ------------------       ----------

    (USD in millions
     except per share
     amounts)                                  December             December            December            December
                                                          30, 2017            31, 2016           30, 2017            31, 2016
                                                          --------            --------           --------            --------

    Net sales                                               $781.8               $667.7            $3,041.7             $2,747.0

    Cost of sales                                            479.8                423.3             1,823.7              1,686.2
                                                             -----                -----             -------              -------

    Gross profit                                             302.0                244.4             1,218.0              1,060.8

    Selling, general and
     administrative
     expenses                                                193.5                174.1               779.6                744.1

    Transaction-related
     costs                                                     6.8                  0.4                18.1                  0.4

    Impairment of
     intangible and
     other assets                                              2.8                  1.8                 2.8                  3.2

    Restructuring
     expenses                                                  9.1                  3.4                17.4                 11.4

    Other operating
     (income) expense                                        (0.2)                 3.2               (0.3)                 2.8
                                                              ----                  ---                ----                  ---

    Operating income
     from continuing
     operations                                               90.0                 61.5               400.4                298.9

    Interest expense                                          55.6                 53.9               234.6                216.3

    Other expense
     (income)                                                 10.2                (5.1)               56.3               (10.4)
                                                              ----                 ----                ----                -----

    Income from
     continuing
     operations before
     taxes                                                    24.2                 12.7               109.5                 93.0

    Income tax (benefit)
     expense                                               (105.4)                 6.0              (72.5)                21.1
                                                            ------                  ---               -----                 ----

    Net income from
     continuing
     operations                                              129.6                  6.7               182.0                 71.9

    Gain on disposal of
     discontinued
     operations                                                0.6                  8.6                 0.7                 12.4
                                                               ---                  ---                 ---                 ----

    Net income                                               130.2                 15.3               182.7                 84.3

    Non-controlling
     interests                                              (11.4)               (5.4)             (31.4)              (26.6)
                                                             -----                 ----               -----                -----

    Net income
     attributable to
     shareholders                                           $118.8                 $9.9              $151.3                $57.7
                                                            ======                 ====              ======                =====


    Earnings per share:

    Basic

    Earnings per share
     from continuing
     operations                                              $0.49      $             -              $0.62                $0.18

    Earnings per share
     from discontinued
     operations                                                  -                0.03                   -                0.05

    Net income per share                                     $0.49                $0.03               $0.62                $0.23
                                                             =====                =====               =====                =====


    Diluted

    Earnings per share
     from continuing
     operations                                              $0.47      $             -              $0.60                $0.18

    Earnings per share
     from discontinued
     operations                                             (0.01)                0.03                   -                0.05

    Net income per share                                     $0.46                $0.03               $0.60                $0.23
                                                             =====                =====               =====                =====

    GATES INDUSTRIAL CORPORATION PLC

    CONSOLIDATED BALANCE SHEETS

    (UNAUDITED)


                                           As of                      As of

    (USD in
     millions)                       December 30, 2017          December 31, 2016
                                     -----------------          -----------------

    Assets

    Current assets

    Cash and cash
     equivalents                                         $564.4                     $527.2

    Trade account
     receivable                                           713.8                      650.5

    Inventories                                           457.1                      366.9

    Prepaid expenses
     and other
     assets                                                90.9                       80.1

    Total current
     assets                                             1,826.2                    1,624.7
                                                        -------                    -------


    Non-current assets

    Property, plant
     and equipment,
     net                                                  686.2                      599.6

    Goodwill                                            2,085.5                    1,912.3

    Pension surplus                                        57.7                       42.1

    Intangible
     assets, net                                        2,126.8                    2,144.1

    Other non-
     current assets                                        71.3                       60.5

    Total assets                                       $6,853.7                   $6,383.3
                                                       ========                   ========


    Liabilities and equity

    Current liabilities

    Debt, current
     portion                                              $66.4                      $46.9

    Trade accounts
     payable                                              392.0                      313.1

    Taxes payable                                          29.0                       20.3

    Accrued expenses
     and other
     current
     liabilities                                          210.4                      199.2

    Total current
     liabilities                                          697.8                      579.5
                                                          -----                      -----


    Non-current liabilities

    Debt, less
     current portion                                    3,889.3                    3,790.0

    Trade accounts
     payable                                              157.1                      171.6

    Taxes payable                                         100.6                       95.0

    Deferred income
     taxes                                                517.1                      652.3

    Other non-
     current
     liabilities                                           63.4                       26.5

    Total
     liabilities                                        5,425.3                    5,314.9
                                                        -------                    -------


    Shareholders' equity

    Share capital &
     additional paid
     in capital                                         1,625.1                    1,621.5

    Accumulated
     other
     comprehensive
     loss                                               (747.4)                   (915.9)

    Retained
     earnings
     (deficit)                                            136.9                     (14.3)

    Total
     shareholders'
     equity                                             1,014.6                      691.3

    Non-controlling
     interests                                            413.8                      377.1

    Total equity                                        1,428.4                    1,068.4
                                                        -------                    -------

    Total
     liabilities and
     equity                                            $6,853.7                   $6,383.3
                                                       ========                   ========

    GATES INDUSTRIAL CORPORATION PLC

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    (UNAUDITED)


                                                           For the              For the
                                                     Three Months Ended       Year Ended
                                                     ------------------       ----------

    (USD in millions)                                     December             December            December            December
                                                                     30, 2017            31, 2016           30, 2017            31, 2016
                                                                     --------            --------           --------            --------

    Cash flows from operating activities

    Net income                                                         $130.2                $15.3              $182.7                $84.3

    Adjustments to reconcile net income to net cash from
     operations:

    Depreciation and
     amortization                                                        54.0                 52.2               212.2                240.8

    Impairments of
     intangibles and other
     assets                                                               4.7                  1.8                 4.8                  3.2

    Gain on disposal of
     business                                                           (1.0)               (7.0)              (0.9)              (10.1)

    Non-cash currency
     transaction loss (gain)                                              9.8                  3.1                57.4                  3.1

    Other net non-cash
     financing costs                                                      8.4                (0.4)               47.6                 13.7

    Share-based
     compensation expense                                                 2.5                  0.9                 5.4                  4.2

    Decrease in post-
     employment benefit
     obligations (net)                                                  (1.8)               (2.2)              (7.4)               (5.8)

    Deferred income taxes                                             (125.8)              (19.5)            (162.8)              (54.3)

    Other operating
     activities                                                           0.1                  0.6                 1.6                  0.8

    Changes in operating assets & liabilities, net of
     acquisitions:

    -Decrease (increase) in
     accounts receivable                                                 44.0                 22.1              (24.6)              (44.8)

    -Decrease (increase) in
     inventories                                                         10.4                 33.4              (45.4)                39.5

    -Increase in accounts
     payable                                                             19.8                 33.8                49.9                 50.2

    -Decrease (increase) in
     other assets &
     liabilities                                                         15.6                 37.1               (7.0)                46.8

    Net cash provided by
     operations                                                         170.9                171.2               313.5                371.6
                                                                        -----                -----               -----                -----


    Cash flows from investing activities

    Purchases of property,
     plant and equipment                                               (43.3)              (18.7)            (101.1)              (59.0)

    Purchases of intangible
     assets                                                             (3.1)               (6.4)             (10.0)               (9.1)

    Purchase of
     subsidiaries, net of
     cash acquired                                                     (74.0)                   -            (110.7)                   -

    Other investing
     activities                                                         (0.4)                 1.0                 1.2                  8.0

    Net cash used in
     investing activities                                             (120.8)              (24.1)            (220.6)              (60.1)
                                                                       ------                -----              ------                -----


    Cash flows from financing activities

    Proceeds from long-term
     debt                                                                   -                 0.1               644.7                  0.1

    Payments of long-term
     debt                                                               (6.8)               (6.7)            (676.9)              (67.3)

    Debt issuance costs paid                                            (1.4)                   -             (18.8)                   -

    Dividends paid to non-
     controlling interests                                              (6.7)               (7.5)             (24.6)              (38.9)

    Other financing
     activities                                                         (2.2)               (2.1)                0.3                (4.7)

    Net cash used in
     financing activities                                              (17.1)              (16.2)             (75.3)             (110.8)

    Effect of exchange rate
     changes on cash and
     cash equivalents                                                     3.0               (12.6)               19.6                (9.2)
                                                                          ---                -----                ----                 ----

    Net increase in cash and
     cash equivalents                                                    36.0                118.3                37.2                191.5

    Cash and cash
     equivalents at the
     beginning of the period                                            528.4                408.9               527.2                335.7

    Cash and cash
     equivalents at the end
     of the period                                                     $564.4               $527.2              $564.4               $527.2
                                                                       ======               ======              ======               ======

Non-GAAP Financial Statements

This press release includes certain non-GAAP financial measures, which management believes are useful to investors, securities analysts and other interested parties. Management uses Adjusted EBITDA as its key profitability measure. This is a non-GAAP measure that represents EBITDA before certain items that impact comparison of the performance of our business either period-over-period 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. Management uses Adjusted Net Income as an additional measure of profitability. Adjusted Net Income is a non-GAAP measure that represents net income (loss) attributable to shareholders before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Management uses Free Cash Flow to measure cash generation and liquidity. Free Cash Flow is a non-GAAP measure that represents cash provided by operations less capital expenditures. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Please see below for a reconciliation of non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures.

    GATES INDUSTRIAL CORPORATION PLC

    RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

    (UNAUDITED)


                                                          For the                 For the
                                                    Three Months Ended          Year Ended
                                                    ------------------          ----------

    (USD in millions)                                    December                December            December            December
                                                                       30, 2017            31, 2016           30, 2017            31, 2016
                                                                       --------            --------           --------            --------


    Net income                                                           $130.2                $15.3              $182.7                $84.3

    Gain on disposal of
     discontinued
     operations                                                           (0.6)               (8.6)              (0.7)              (12.4)

    Income tax (benefit)
     expense                                                            (105.4)                 6.0              (72.5)                21.1

    Net finance costs                                                      65.8                 48.8               290.9                205.9

    Depreciation and
     amortization                                                          54.0                 52.2               212.2                240.8

    Transaction-related
     costs(1)                                                               6.8                  0.4                18.1                  0.4

    Restructuring
     expenses(2)                                                            9.1                  3.4                17.4                 11.4

    Sponsor fees(3)                                                         2.2                  1.6                 6.7                  6.1

    Share-based
     compensation                                                           2.5                  0.9                 5.4                  4.2

    Adjustments relating
     to post-retirement
     benefits(4)                                                            1.9                  1.6                 2.5                  6.4

    Inventory impairments
     and adjustments
     (incl. in cost of
     sales)(5)                                                              2.0                 21.3                 2.0                 20.7

    Other impairments                                                       2.8                  1.8                 2.8                  3.2

    Other adjustments                                                       1.7                  3.2                 1.6                  2.8

    Adjusted EBITDA                                                      $173.0               $147.9              $669.1               $594.9
                                                                         ======               ======              ======               ======


    (1)             Transaction-related costs
                    relate primarily to advisory
                    costs recognized in respect
                    of the initial public
                    offering, the acquisition of
                    businesses and costs related
                    to other corporate
                    transactions such as debt
                    refinancings.

    (2)             Restructuring expenses
                    represent costs incurred in
                    relation to specifically
                    defined restructuring
                    projects and include costs
                    related to decisions to
                    close lines of business,
                    plant closures and
                    relocations, strategic
                    organizational
                    rationalizations and related
                    non-recurring employee
                    severance.

    (3)             Sponsor fees relate to fees
                    paid to our private equity
                    sponsor for monitoring,
                    advisory and consulting
                    services. In the case of
                    Blackstone, the applicable
                    agreements will be replaced
                    upon completion of this
                    offering.

    (4)             Adjustments relating to post-
                    retirement benefits are for
                    the non-cash net interest
                    charge related to those
                    obligations and the non-
                    cash amortization of prior
                    period actuarial gains and
                    losses.

    (5)             During Q4 2016, Gates changed
                    its accounting convention to
                    expense maintenance, repair
                    and operations assets below
                    a nominal value threshold
                    and also revised its methods
                    for estimating the write
                    down for excess or obsolete
                    raw materials and work in
                    progress. These changes,
                    totaling $17.7 million were
                    made to bring consistency to
                    our global inventory
                    management.

    GATES INDUSTRIAL CORPORATION PLC

    RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME

    (UNAUDITED)


                                                         For the                For the
                                                    Three Months Ended         Year Ended
                                                    ------------------         ----------

    (USD in millions)                                    December               December            December            December
                                                                      30, 2017            31, 2016           30, 2017            31, 2016
                                                                      --------            --------           --------            --------

    Net Income
     Attributable to
     Shareholders                                                       $118.8                 $9.9              $151.3                $57.7

    Adjusted for:

    Amortization of
     acquisition-
     related intangible
     assets                                                               30.8                 31.6               124.2                141.9

    Transaction-related
     expenses(1)                                                           6.8                  0.4                18.1                  0.4

    Impairments                                                            2.8                  1.8                 2.8                  3.2

    Restructuring
     expenses(2)                                                           9.1                  3.4                17.4                 11.4

    Sponsor fees and
     expenses(3)                                                           2.2                  1.6                 6.7                  6.1

    Share-based
     compensation                                                          2.5                  0.9                 5.4                  4.2

    Adjustments relating
     to post-retirement
     benefits(4)                                                           1.9                  1.6                 2.5                  6.4

    Inventory
     impairments and
     adjustments (incl.
     in cost of
     sales)(5)                                                             2.0                 21.3                 2.0                 20.7

    Non-cash financing-
     related FX losses
     (gains)(6)                                                           11.7                (4.3)               61.2                (7.6)

    Income from
     discontinued
     operations                                                          (0.6)               (8.6)              (0.7)              (12.4)

    One-time deferred
     tax benefit from
     U.S. tax reform                                                   (118.2)                   -            (118.2)                   -

    Normalization for
     quarterly variances
     in effective tax
     rates(7)                                                             13.0                  1.2                   -                   -

    Other adjustments                                                    (1.9)               (0.2)              (9.3)               (8.1)

    Estimated tax effect
     of the above
     adjustments                                                        (24.9)              (12.0)             (53.9)              (38.9)

    Adjusted Net Income                                                  $56.0                $48.6              $209.5               $185.0
                                                                         =====                =====              ======               ======

    (1)               Transaction-related costs
                      relate primarily to advisory
                      costs recognized in respect
                      of the initial public
                      offering, the acquisition of
                      businesses and costs related
                      to other corporate
                      transactions such as debt
                      refinancings.

    (2)               Restructuring expenses
                      represent costs incurred in
                      relation to specifically
                      defined restructuring
                      projects and include costs
                      related to decisions to
                      close lines of business,
                      plant closures and
                      relocations, strategic
                      organizational
                      rationalizations and related
                      non-recurring employee
                      severance.

    (3)               Sponsor fees relate to fees
                      paid to our private equity
                      sponsor for monitoring,
                      advisory and consulting
                      services. In the case of
                      Blackstone, the applicable
                      agreements will be replaced
                      upon completion of this
                      offering.

    (4)               Adjustments relating to post-
                      retirement benefits are for
                      the non-cash net interest
                      charge related to those
                      obligations and the non-
                      cash amortization of prior
                      period actuarial gains and
                      losses.

    (5)               During Q4 2016, Gates changed
                      its accounting convention to
                      expense maintenance, repair
                      and operations assets below
                      a nominal value threshold
                      and also revised its methods
                      for estimating the write
                      down for excess or obsolete
                      raw materials and work in
                      progress. These changes,
                      totaling $17.7 million were
                      made to bring consistency to
                      our global inventory
                      management.

    (6)               Non-cash financing-related
                      FX losses (gains) relate
                      primarily to FX on the
                      unhedged portion of Gates'
                      Euro-denominated debt.

    (7)               This normalization adjustment
                      removes year-over-year
                      variances arising in the Q4
                      effective tax rate due to
                      differences in the
                      methodologies required under
                      GAAP to determine the income
                      tax charge on an interim
                      basis compared with the year
                      end.

    GATES INDUSTRIAL CORPORATION PLC

    RECONCILIATION OF FREE CASH FLOW AND FREE CASH FLOW CONVERSION

    (UNAUDITED)


                                                         For the               For the
                                                   Three Months Ended        Year Ended
                                                   ------------------        ----------

    (USD in millions)                                   December              December            December            December
                                                                    30, 2017            31, 2016           30, 2017            31, 2016
                                                                    --------            --------           --------            --------

    Cash Provided by
     Operations                                                       $170.9               $171.2              $313.5               $371.6

    Capex                                                               46.4                 25.1               111.1                 68.1

    Free Cash Flow                                                    $124.5               $146.1              $202.4               $303.5
                                                                      ======               ======              ======               ======



                                                         For the               For the
                                                   Three Months Ended        Year Ended
                                                   ------------------        ----------

    (USD in millions)                                   December              December            December            December
                                                                    30, 2017            31, 2016           30, 2017            31, 2016
                                                                    --------            --------           --------            --------

    Adjusted Net Income                                                $56.0                $48.6              $209.5               $185.0

    Free Cash Flow                                                     124.5                146.1               202.4                303.5

    Free Cash Flow
     Conversion                                                       222.3%              300.6%              96.6%              164.1%

Source: Gates Industrial Corporation plc

Contact
Bill Waelke
(303) 744-4887
investorrelations@gates.com

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SOURCE Gates Industrial Corporation plc